---

#### UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 10-QSB

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#### [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

OR

#### [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-26809

SMARTVIDEO TECHNOLOGIES, INC.

(Name of small business issuer in its charter)

|Delaware                                         |  | 91-1962104                       
|------------------------------------------------ |  | ---------------------------------
|(State or other jurisdiction of incorporation)   |  | (IRS Employer Identification No.)
|                                                
|1650 Oakbrook Drive, Suite 405, Norcross Georgia |  | 30093                            
|(Address of principal executive offices)         |  | (Zip Code)                       

(770) 729-8777
Issuer's telephone number, including area code

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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  [ ]

Transitional Small Business Disclosure Format:
Yes  [ ]     No  [X]

The total number of shares of the issuers common stock, $.001 par value,
outstanding on May 16, 2003 was 6,949,396.

---

#### SMARTVIDEO TECHNOLOGIES INC.

#### Index to Form 10-QSB

`PART I - FINANCIAL INFORMATION

  Item   1.  Financial Statements
    Historical Financial Statements
       Consolidated Balance Sheets...........................................3
       Consolidated Statements of Operations.................................4
       Consolidated Statements of Cash Flows.................................5
       Notes to Consolidated Financial Statements............................7
  Item   2.  Management's Discussion and Analysis or Plan of Operation......13
  Item   3.  Controls and Procedures........................................16


PART II - OTHER INFORMATION

  Item   1.  Legal Proceedings..............................................17
  Item   2.  Changes in Securities and Use of Proceeds......................17
  Item   3.  Defaults Upon Senior Securities................................17
  Item   4.  Submission of Matters to a Vote of Security Holders............17
  Item   5.  Other Information..............................................17
  Item   6.  Exhibits and Reports on Form 8-K...............................17
  Signatures................................................................18`

-2-

### PART I  FINANCIAL INFORMATION

#### Item 1. Financial Information

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)

#### Consolidated Balance Sheets

`March 31,     December 31,
                                                       2003             2002
                                                  -------------   -------------
                                  ASSETS

CURRENT ASSETS
    Cash                                          $      52,964   $       5,742
    Accounts receivable                                  19,837               -
                                                  -------------   -------------
     Total current assets                                72,801           5,742

EQUIPMENT, net of accumulated depreciation
    of $8,529 and $7,163, respectively                   20,615           3,250

PREPAID EXPENSES (Note 3)                             1,140,750       1,316,250

OTHER ASSETS                                             10,000          10,000
                                                  -------------   -------------

      TOTAL ASSETS                                $   1,244,166   $   1,335,242
                                                  =============   =============


              LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable and accrued expenses         $     245,472   $     138,560
    Convertible promissory notes (Note 4)               393,000          60,000
    Due to related parties (Note 5)                     556,585         521,273
    Accrued interest                                     31,515          23,915
                                                  -------------   -------------
     Total current liabilities                        1,226,572         743,748

DUE TO RELATED PARTIES - LONG-TERM PORTION                    -          50,000
                                                  -------------   -------------

     Total liabilities                                1,226,572         793,748
                                                  -------------   -------------

SHAREHOLDERS' EQUITY (DEFICIT)
    Preferred stock, $.001 par value, 12,000,000
      shares authorized, 12,000,000 and no shares
      issued and outstanding as of March 31, 2003
      and December 31, 2002, respectively                12,000          12,000
    Common stock, $.001 par value, 50,000,000
      shares authorized, 6,949,396 and 6,949,396
      shares issued and outstanding as of March
      31, 2003 and December 31, 2002, respectively        6,949           6,949
    Additional paid in capital                        2,391,956       2,083,956
    Accumulated deficit                              (2,393,311)     (1,561,411)
                                                  -------------   -------------

     Total shareholders' equity                          17,594         541,494
                                                  -------------   -------------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $   1,244,166   $   1,335,242
                                                  =============   =============`

-3-
        The accompanying notes are an integral part of these statements.

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)

#### Consolidated Statements of Operations

`Period from
                                                                               Inception
                                          For the Quarterly Period Ended    (August 31, 2000)
                                                       March 31,              to March 31,
                                          ------------------------------
                                              2003              2002              2003
                                          -------------    -------------    -----------------

REVENUE                                   $     19,837     $          -     $         22,587
                                          -------------    -------------    -----------------

EXPENSES
    Compensation and benefits                  123,318           66,756              650,605
    General & administrative                   203,609            6,279              293,830
    Professional fees                           21,215                -               69,008
    Service fees                               175,500                -              974,625
    Depreciation & amortization                  1,366              870                8,529
                                          -------------    -------------    -----------------

       Total operating expenses                525,008           73,905            1,996,597
                                          -------------    -------------    -----------------

          Loss from operations                (505,171)         (73,905)          (1,974,010)
                                          -------------    -------------    -----------------

OTHER EXPENSES
    Interest expense                          (326,729)          (2,983)            (416,805)
    Other                                            -                -               (2,496)
                                          -------------    -------------    -----------------

       Total other expenses                   (326,729)          (2,983)            (419,301)
                                          -------------    -------------   -----------------

NET LOSS                                  $   (831,900)    $    (76,888)    $     (2,393,311)
                                          =============    =============    =================


LOSS PER SHARE
    Basic and diluted net loss per share  $      (0.12)    $      (0.02)
                                          =============    =============

    Weighted average common shares used
       to compute basic and diluted
       net loss per share                    6,949,396        3,500,000
                                          =============    =============`

-4-
        The accompanying notes are an integral part of these statements.

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)

#### Consolidated Statements of Cash Flows

`Period from
                                                                                             Inception
                                                       For the Quarterly Period Ended    (August 31, 2000)
                                                                       March 31,           to March 31,
                                                       ------------------------------
                                                          2003                  2002           2003
                                                       -------------    -------------    -----------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                             $   (831,900)    $    (76,888)    $     (2,393,311)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Issuance of common stock for services                         -                -              720,000
    Beneficial conversion feature of convertible debt       308,000                -              368,000
    Depreciation and amortization                             1,366              870                8,529
    Increase in accounts receivable                         (19,837)               -              (19,837)
    Decrease in prepaid expenses                            175,500                -              248,625
    Increase in accrued interest on notes payable            17,912            2,035               41,827
    Decrease (increase) in other assets                           -          (10,000)             (10,000)
    Increase in accounts payable and accrued expenses       106,912          (13,738)             229,002
                                                       -------------    -------------    -----------------

       Net cash used in operating activities               (242,047)         (87,721)            (807,165)
                                                       -------------    -------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Investments in equity funds                                   -                -             (100,000)
    Liquidation of investments in equity funds                    -                -              100,000
    Purchase of equipment                                   (18,731)               -              (29,144)
                                                       -------------    -------------    -----------------

       Net cash used in investing activities                (18,731)               -              (29,144)
                                                       -------------    -------------    -----------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                                      -                -              150,000
    Increase (decrease) in due to related parties           (25,000)          89,971              346,273
    Issuance of convertible promissory notes                333,000                -              393,000
                                                       -------------    -------------    -----------------

       Net cash provided by financing activities            308,000           89,971              889,273
                                                       -------------    -------------    -----------------

NET INCREASE (DECREASE) IN CASH                              47,222            2,250               52,964

CASH, beginning of period (inception)                         5,742           12,754                    -
                                                       -------------    -------------    -----------------

CASH, end of period                                    $     52,964     $     15,004     $         52,964
                                                       =============    =============    =================`

-5-
        The accompanying notes are an integral part of these statements.

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)

#### Consolidated Statements of Cash Flows (Continued)

`Period from
                                                                                             Inception
                                                       For the Quarterly Period Ended    (August 31, 2000)
                                                                       March 31,           to March 31,
                                                       ------------------------------
                                                          2003                  2002           2003
                                                       -------------    -------------    -----------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
    Repurchase of common stock through the issuance
     of a note payable                                 $          -     $          -     $        150,000
                                                       =============    =============    =================

    In a reverse acquisition, the Company acquired
     all of the outstanding capital stock of the
     Armagh Group, Inc. as of November 26, 2002.
     In connection with the reverse acquisition,
     liabilities were assumed as follows:

        Fair value                                     $          -     $          -     $      1,449,375
        Cash paid, net of cash acquired                           -                -                    -
        Common stock issued                                       -                -           (1,385,905)
                                                       -------------    -------------    -----------------

           Net liabilities assumed on acquisition      $          -     $          -     $         66,470
                                                       =============    =============    =================`

-6-
        The accompanying notes are an integral part of these statements.

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003 and 2002

#### NOTE 1 - Organization, Risks and Going Concern

Organization

OVT, Inc., d/b/a SmartVideo was incorporated in the state of Georgia on
August 31, 2000. The Company has developed a proprietary video compression and
processing technology that enables the delivery of full motion video content to
a web browser using an internet connection at speeds as low as 23K.

On January 3, 2003, by a written consent of a majority of the shareholders,
Armagh approved an amendment to effect a one for three reverse stock split with
effect to the outstanding common stock, the creation of the 2002 Stock Incentive
Plan and to change the name of the corporation to SmartVideo Technologies, Inc.
This reverse split did not affect the issued and outstanding preferred shares.

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. All significant intercompany transactions and
balances have been eliminated.

Risks

The Company is subject to a number of risks similar to other companies in a
comparable stage of development including reliance on key personnel, successful
marketing of its services in an emerging market, competition from other
companies with greater technical, financial, management and marketing resources,
successful development of new services, the enhancement of existing services,
and the ability to secure adequate financing to support future operations.

Going Concern

The Company has incurred recurring losses and negative cash flows since
inception. As of March 31, 2003, it had an accumulated deficit of $2,393,311 and
a working capital deficit of $1,153,771. These matters raise substantial doubt
about its ability to continue as a going concern. The ability of the Company to
continue operations is contingent upon attaining profitable operations and
obtaining additional debt and/or equity capital to fund its operations.

OVT, Inc. is a development stage company that has only recently started to
market its various products. The Company has not generated any revenues from
operations and has no assurance of any future revenues. All losses accumulated
since inception have been considered as part of the Companys development
stage activities. The Company will require substantial additional financing for
continuing research and development of its products and for the
commercialization of its products. There can be no assurances that the
Companys operations will be profitable or that it will be able to obtain
sufficient additional financings when they are needed, or that such financings
will be obtainable on terms satisfactory to the Company.

#### NOTE 2 - Summary of Significant Accounting Policies

Unaudited Interim Financial Data

The interim consolidated financial statements are unaudited and have been
prepared by SmartVideo Technologies, Inc. in accordance with the rules and
regulations of the Securities and Exchange Commission.  Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in accordance with such rules and regulations.  These consolidated
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in the Companys Annual Report on
Form 10-KSB, as filed with the Securities and Exchange Commission on May 15,
2003.  The

-7-

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

#### NOTE 2 - Summary of Significant Accounting Policies  (Continued)

Unaudited Interim Financial Data - (Continued)

financial information included herein reflects all adjustments (consisting
only of normal recurring adjustments) that are, in the opinion of management,
necessary for a fair presentation of the results for interim periods.  The
results of operations for the quarterly periods ended March 31, 2003 and 2002
are not necessarily indicative of the results to be expected for the full years.

Cash Equivalents

All highly liquid investments purchased with an original maturity of three
months or less are considered to be cash equivalents.

Property and Equipment

The Company provides for depreciation of equipment using the straight-line
method based on estimated useful lives of three years.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
the recoverability test is performed using undiscounted net cash flows estimated
to be generated by the asset.

Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes.
Under the asset and liability method of Statement 109, deferred tax assets and
liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates in effect for the
year in which those temporary differences are expected to be recovered or
settled.

Fair Value of Financial Instruments

Substantially all of the Companys assets and liabilities are carried at
fair value or contracted amounts that approximate fair value. Estimates of fair
value are made at a specific point in time, based on relative market information
and information about the financial instrument, specifically, the value of the
underlying financial instrument. Assets that are recorded at fair value consist
largely of other assets, which are carried at contracted amounts that
approximate fair value. Similarly, the Companys liabilities consist of
liabilities recorded at contracted amounts that approximate fair value.

Stock Splits

On January 3, 2003, the Company effected a 1 for 3 reverse split of the
Companys common stock.

All references to shares and share amounts have been adjusted to reflect the
stock splits on a retroactive basis.

-8-

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

#### NOTE 2 - Summary of Significant Accounting Policies  (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Management believes that the estimates
utilized in the preparation of the consolidated financial statements are prudent
and reasonable. Actual results could differ from these estimates.

Recent Accounting Pronouncements

On January 1, 2002, the Company adopted SFAS 142, Goodwill and Other
Intangible Assets, which requires the discontinuance of goodwill
amortization and that it be assessed for impairment on an annual basis or more
frequently if impairment indicators exist. The adoption of SFAS 142 did not have
any effect on the Companys financial position, results of operations or
cash flows as the Company has no recorded goodwill.

On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, (SFAS 144). SFAS 144 supercedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to be Disposed of, and elements of APB 30, Reporting the Results of
OperationsReporting the Effects on Disposal of a Segment of a Business and
Extraordinary, Unusual or Infrequently Occurring Events and Transactions.
SFAS 144 establishes a single-accounting model for long-lived assets to be
disposed of while maintaining many of the provisions relating to impairment
testing and valuation. The Company adopted SFAS 144 on January 1, 2002, and the
adoption did not have a material effect on the financial position or results of
operations.

In April 2002, Statement of Financial Accounting Standards No. 145,
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections, was issued. This statement
provides guidance on the classification of gains and losses from the
extinguishment of debt and on the accounting for certain specified lease
transactions. The adoption of this statement did not have a material impact on
the Companys financial position, results of operations or cash flows.

In June 2002, Statement of Financial Accounting Standards No. 146,
Accounting for Costs Associated with Exit or Disposal Activities,
(SFAS 146) was issued. This statement provides guidance on the
recognition and measurement of liabilities associated with disposal activities
and is effective on January 1, 2003. Under SFAS 146, companies will record
the fair value of exit or disposal costs when they are incurred rather than at
the date of a commitment to an exit or disposal plan. The adoption of SFAS 146
could result in the Company recognizing the cost of future restructuring
activities, if any, over a period of time rather than in one reporting period.

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Guarantees of Indebtedness of
Others, (FIN 45). FIN 45 requires the Company to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in the issuance of the guarantee. FIN 45 is effective for guarantees
issued or modified after December 31, 2002. The disclosure requirements
effective for the year ending December 31, 2002 expand the disclosures required
by a guarantor about its obligations under a guarantee. The adoption of the
disclosure requirements of this statement did not impact the Companys
financial position, results of operations or cash flows.

-9-

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

#### NOTE 2 - Summary of Significant Accounting Policies  (Continued)

Recent Accounting Pronouncements - (Continued)

In December 2002, Statement of Financial Accounting Standards No. 148,
Accounting for Stock-Based Compensation -Transition and Disclosure,
(SFAS 148) was issued. SFAS 148 amends Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based
Compensation, (SFAS 123) to provide alternative methods of
transition for a voluntary change to the fair value method of accounting for
stock-based employee compensation. In addition, SFAS 148 amends the disclosure
requirements of SFAS 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on the reported results.
The provisions of SFAS 148 are effective for financial statements for
fiscal years ending after December 15, 2002 and interim periods beginning after
December 15, 2002. The adoption of the disclosure requirements of this statement
did not impact the Companys financial position, results of operations or
cash flows.

In December 2002, the Emerging Issues Task Force issued a consensus on Issue
No. 00-21, Revenue Arrangements with Multiple Deliverables
(EITF 00-21). EITF 00-21 mandates how to identify whether goods or services or
both that are to be delivered separately in a bundled sales arrangement should
be accounted for as separate units of accounting. The consensus is effective
prospectively for SmartVideos third quarter of 2003, and SmartVideo is
currently evaluating the effects of adoption of EITF 00-21 on its service
arrangements.

In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Entities,
(FIN 46). The interpretation provides guidance for determining when
a primary beneficiary should consolidate a variable interest entity, or
equivalent structure, that functions to support the activities of the primary
beneficiary. The interpretation is effective as of the beginning of the first
interim or annual reporting period beginning after June 15, 2003 for variable
interest entities created before February 1, 2003. The adoption of this
statement is not expected to impact the Companys financial position,
results of operations or cash flows.

#### NOTE 3 - Prepaid Expenses

On November 14, 2002, Armagh entered into an advisory agreement with an
outside advisor to advise the senior management regarding corporate development
strategy, the development of a short and long-term strategic plan, and to assist
in the identification and development of potential acquisition candidates and
strategic partners. Under the provisions of the agreement, the term is for a 24
month period beginning with the acceptance of the agreement and the Advisor was
to receive 1,200,000 shares of the Companys common stock in compensation
for his services. As of March 31, 2003, the unamortized portion related to this
agreement was $1,140,750.

#### NOTE 4 - Convertible Promissory Notes

In December 2002, the Company issued two 10 percent convertible promissory
notes in the amount of $30,000 each. These convertible promissory notes have a
due date of December 20, 2003 but may be converted by the holders at any time
prior to that date. The conversion price under the terms of these notes is $0.75
per share (beneficial conversion feature).

-10-

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

#### NOTE 4 - Convertible Promissory Notes - (Continued)

Under the terms of these notes, the intrinsic value of the beneficial
conversion feature was calculated assuming that the conversion date was the same
as the issue date. As of the issue date, the beneficial conversion feature for
these 2 notes was $60,000. This beneficial conversion feature has been reflected
in the financial statements as additional paid-in capital and interest expense.

In January 2003, the Company issued four 10 percent convertible promissory
notes totaling $233,000. These convertible promissory notes have due dates one
year from the date of issuance but may be converted by the holders at any time
prior to that date. The conversion price under the terms of these notes is $0.75
per share of common stock (beneficial conversion feature).

In March 2003, the Company issued one 10 percent convertible promissory notes
totaling $100,000. This convertible promissory note has a due date one year from
the date of issuance but may be converted by the holder at any time prior to
that date. The conversion price under the terms of this note is $0.75 per share
of common stock (beneficial conversion feature).

Under the terms of these convertible promissory notes, the intrinsic value of
the beneficial conversion feature was calculated assuming that the conversion
date was the same as the issue date. In certain instances, the amount of the
intrinsic value of the beneficial conversion feature of the convertible
promissory notes issued in January and March exceeded the principal amount of
the debt. Accordingly, the beneficial conversion feature of these convertible
promissory notes has been limited to $308,000. This beneficial conversion
feature has been reflected in the financial statements as additional paid-in
capital and interest expense.

#### NOTE 5 - Related Party Transactions

Amounts due to related
parties at March 31, 2003 and 2002 consist of the following:

`March 31,
                                                                   -----------------------------
                                                                         2003           2002
                                                                   -------------   -------------
     Note payable due to former shareholder in connection with
     stock repurchase (see Note 3); bearing interest at 5.18%;
     principal payments of $50,000 plus accrued interest due on
     March 2, 2002, 2003, and 2004.                                $     150,000   $     150,000

     Note payable due to entity related to a shareholder; bearing
     interest at 8% with principal and interest payments due as
     follows: $75,000 within 30 days of funding of the Company,
     followed by monthly principal payments of $50,000 plus
     accrued interest beginning 30 days after the initial payment
     of $75,000 (This note was originally advances from an entity
     related to a shareholder until September 2002 when it was
     converted to a note payable.)                                       310,312         297,133

     Note payable due to shareholder on demand bearing interest
     at 5%                                                                50,000               -

     Advances from officers and shareholders                              46,273          15,000
                                                                   -------------   -------------

     Total related party loans and advances                              556,585         462,133

     Less: current portion                                              (556,585)       (412,133)
                                                                   -------------   -------------

     Long-term portion                                             $           -   $      50,000
                                                                   =============   =============`

-11-

#### SMARTVIDEO TECHNOLOGIES, INC.

#### (A Development Stage Company)

#### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

#### NOTE 5 - Related Party Transactions - (Continued)

The Company is in default on its note payable due to a former shareholder of
OVT, Inc. This note payable is collateralized by 2,500,000 shares of OVT, Inc.'s
common stock.

Until October 2002, the Company was provided the use of office facilities from a
related entity at no cost. In October 2002, an agreement was reached with this
related entity to begin charging the Company rent for its share of the office
facilities and common expenses. There were no expenses accrued or charged under
the terms of this agreement prior to December 31, 2002.

-12-

#### Item 2.  Management's Discussion and Analysis or Plan of Operation

Overview

The acquisition of SmartVideo was treated as a reverse acquisition for financial
reporting purposes. As such, our financial statements have been prepared as if
SmartVideo had acquired us. Although from a technical standpoint SmartVideo is a
wholly-owned subsidiary of us, the results of operations prior to November 26,
2002, included in our consolidated financial statements, are limited to the
operating results of SmartVideo. The results of operations subsequent to
November 26, 2002 are the consolidated operating results of SmartVideo and us.
The equity section of the balance sheet and our net loss per share has been
retroactively restated to reflect the reverse acquisition.

Plan of Operation

Over the course of the next twelve months, we intend to raise additional
operating capital, execute our business plan and focus our business development
efforts in the following three key areas:

- By enabling our customers to communicate more effectively with their
employees, customers, vendors, and investors through the use of rich, live and
on-demand multimedia programs;
- By developing strategic relationships with premium, rich media, content
providers, who will utilize our products and services to create customized
value-added technologies and services that increase their sales and revenue
base; and,
- By developing partnering relationships with wide-ranging sales and
distribution channel leaders already serving our vertical market space in a way
that assists them in developing new revenue streams and opportunities for
additional sales and that also reduces their dependency on low margin products
that may already be in the final stages of their product lifecycle.

In March 2003, we announced an increase in our capacity to support expected
demand for our services. With this increase in capacity, we can support more
than 50 million unique viewers each month. As demand warrants, we will expand
our total capacity.

As the demand for our products and services increases, we intend to add
additional personnel who focus will primarily be in the following areas:
customer service, order fulfillment, technical support, and quality of service
monitoring.

Once we raise sufficient capital, we also intend to invest in core technology
research and product development. We anticipate bringing new solutions to the
marketplace that not only meet our customer's needs but also present a clear
value statement to them.

Results of Operations

Quarterly Period Ended March 31, 2003 compared to 2002

Our revenues totaled $19,837 and $0 for the quarterly periods ended March 31,
2003 and 2002, respectively. We are a development stage company and have only
recently started to market our products and services.

Our compensation and benefits expenses increased from $66,756 for the quarterly
period ended March 31, 2002 to $123,318 for the same period in 2003. This is
indicative of a development stage company staffing our ongoing projects on an ad
hoc basis. During the quarterly period ended March 31, 2003, we have begun work
on several demonstration projects for potential customers. At our present stage
of development, our compensation and benefits expense will fluctuate based on
the requirements of existing projects and contracts.

-13-

General & administrative expenses increased to $203,609 during the quarterly
period ended March 31, 2003 from $6,279 for the same period in 2002. This
increase was due primarily to our marketing efforts and the development of
several models for customers in the spring of 2003.

For the quarter ended March 31, 2003, professional fees increased to $21,215 as
compared to $-0- for the same period in 2002. This increase was primarily
attributable to costs and expenses associated with our acquisition of OVT and
costs associated with being a publicly held company.

Service fees increased to $175,500 during the quarter ended March 31, 2003 from
$-0- during the same quarter in 2002. The entire amount of this increase
represents the amortization of prepaid expenses associated with the advisor
agreement entered into in November 2002.

Interest expense increased to $326,729 for the quarter ended March 31, 2003 up
from $2,983 in 2002. This increase is attributable to the conversion of an
advance from a related entity into an interest-bearing note payable which
contributed an additional $6,411, interest expense attributable to the issuance
of the convertible promissory notes in the amount of $7,301, and $308,000 in
additional interest expense charged related to the beneficial conversion feature
upon the issuance of the convertible promissory notes in January and March 2003.

Quarterly Period Ended March 31, 2002 compared to 2001

Our revenues totaled $0 and $0 for quarterly periods ended March 31, 2002 and
2001, respectively. We are a development stage company and had been in the
development stages of our products and services during that time period.

Our compensation and benefits expenses decreased to $66,756 in for the quarterly
period ended March 31, 2002 as compared to $78,541 for the same period in 2001.
This is indicative of a development stage company and staffing our ongoing
projects on an ad hoc basis. At our present stage of development, our
compensation and benefits expense will fluctuate based on the requirements of
existing projects and contracts.

Our general & administrative expenses for the quarterly period ended March 31
increased to $6,279 in 2002 from $1,797 in 2001. This is indicative of a
development stage company and staffing our ongoing projects on an ad hoc basis.
At our present stage of development, our compensation and benefits expense will
fluctuate based on the requirements of existing projects and contracts.

Professional fees were $4,437 for the quarter ended March 31, 2001 as compared
to $-0- in 2002. This decrease was due primarily to the extra costs associated
with the amendment to our initial patent application.

Interest expense for the quarterly period ended March 31 increased to $2,983 in
2002 from $924 in 2001. This increase is attributable to the execution of a
promissory note associated with a stock repurchase agreement in March 2001.

Liquidity and Capital Resources

To date, we have generated only minimal revenues. As a result, our operations
are not an adequate source of cash to fund future operations. To fund our cash
requirements, we have relied on loans from shareholders and other related
entities.

-14-

It is anticipated that we will need to raise at least $840,000 over the course
of the next twelve months to fund our current level of operations. There can be
no assurance, however, that such financing will be available to us or, if it is
available, that we will be able to structure such financing on terms acceptable
to us and that it will be sufficient to fund our cash requirements until we can
reach a level of profitable operations and positive cashflows. If we are unable
to obtain the financing necessary to support our operations, we may be unable to
continue as a going concern. We currently have no commitments for any additional
capital.

Going Concern

We have incurred recurring losses and negative cash flows since our inception.
As of March 31, 2003, we had an accumulated deficit of $2,393,311 and a working
capital deficit of $1,153,771. These matters raise substantial doubt about our
ability to continue as a going concern. Our ability to continue operations is
contingent upon attaining profitable operations and obtaining additional debt
and/or equity capital to fund our operations.

We are a development stage company and have only recently started to market our
various products. We have generated only minimal revenues from operations since
our inception and have no assurance of any future revenues. All losses
accumulated since inception have been considered as part of our development
stage activities. We will require substantial additional financing for
continuing research and development of our products and for the
commercialization of our products. There can be no assurances that our
operations will become profitable or that we will be able to obtain sufficient
additional financings when they are needed, or that such financings will be
obtainable on terms satisfactory to us.

#### Recent Accounting Pronouncements

On January 1, 2002, we adopted SFAS 142, "Goodwill and Other Intangible Assets",
which requires the discontinuance of goodwill amortization and that it be
assessed for impairment on an annual basis or more frequently if impairment
indicators exist. The adoption of SFAS 142 did not have any effect on our
financial position or results of operations or cash flows as we have no recorded
goodwill.

On January 1, 2002, we adopted Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," ("SFAS
144"). SFAS 144 supercedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed of," and elements of APB
30, "Reporting the Results of Operations--Reporting the Effects on Disposal of a
Segment of a Business and Extraordinary, Unusual or Infrequently Occurring
Events and Transactions." SFAS 144 establishes a single-accounting model for
long-lived assets to be disposed of while maintaining many of the provisions
relating to impairment testing and valuation. The adoption of SFAS 144 on
January 1, 2002 did not have a material effect on our financial position or
results of operations.

In April 2002, Statement of Financial Accounting Standards No. 145, "Rescission
of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections," was issued. This statement provides guidance on the
classification of gains and losses from the extinguishment of debt and on the
accounting for certain specified lease transactions. The adoption of this
statement did not have a material impact on our financial position, results of
operations or cash flows.

In June 2002, Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities," ("SFAS 146") was issued.
This statement provides guidance on the recognition and measurement of
liabilities associated with disposal activities and is effective on January 1,
2003. Under SFAS 146, companies will record the fair value of exit or disposal
costs when they are incurred rather than at the date of a commitment to an exit
or disposal plan. The adoption of SFAS 146 could result in our recognizing the
cost of future restructuring activities, if any, over a period of time rather
than in one reporting period.

-15-

In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Guarantees of Indebtedness of Others," ("FIN 45"). FIN 45 requires the
Company to recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in the issuance of the guarantee. FIN 45 is
effective for guarantees issued or modified after December 31, 2002. The
disclosure requirements effective for the year ending December 31, 2002 expand
the disclosures required by a guarantor about its obligations under a guarantee.
The adoption of the disclosure requirements of this statement did not impact our
financial position, results of operations or cash flows.

In December 2002, Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation--Transition and Disclosure," ("SFAS
148") was issued. SFAS 148 amends Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") to provide
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation. In addition, SFAS
148 amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock- based employee compensation and the effect of the method
used on the reported results. The provisions of SFAS 148 are effective for
financial statements for fiscal years ending after December 15, 2002 and interim
periods beginning after December 15, 2002. The adoption of the disclosure
requirements of this statement did not impact our financial position, results of
operations or cash flows.

In December 2002, the Emerging Issues Task Force issued a consensus on Issue No.
00-21, "Revenue Arrangements with Multiple Deliverables" (EITF 00-21). EITF
00-21 mandates how to identify whether goods or services or both that are to be
delivered separately in a bundled sales arrangement should be accounted for as
separate units of accounting. The consensus is effective prospectively for our
third quarter of 2003, and we are currently evaluating the effects of adoption
of EITF 00-21 on our service arrangements.

In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46, "Consolidation of Variable Interest Entities," ("FIN 46"). The
interpretation provides guidance for determining when a primary beneficiary
should consolidate a variable interest entity, or equivalent structure, that
functions to support the activities of the primary beneficiary. The
interpretation is effective as of the beginning of the first interim or annual
reporting period beginning after June 15, 2003 for variable interest entities
created before February 1, 2003. The adoption of this statement is not expected
to impact our financial position, results of operations or cash flows.

#### Item 3. Controls and Procedures

Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our principal executive
officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic SEC reports. It
should be noted that 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, regardless of how remote.

In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.

-16-

### PART II - OTHER INFORMATION

#### Item 1.  Legal Proceedings

None

#### Item 2.  Changes in Securities and Use of Proceeds

None

#### Item 3.  Defaults on 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.  Exhibits
              None

b. SmartVideo Technologies, Inc. filed one report on Form 8-K during the
     quarter ended March 31, 2003, under Item 9. Regulation FD disclosure
     announcing an increase in our viewer capacity.

-17-

#### SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

#### SMARTVIDEO TECHNOLOGIES, INC.

|By: | /s/ Richard E. Bennett, Jr.                   |  | May 20, 2003
|--- | --------------------------------------------- |  | ------------
|    | Richard E. Bennett, Jr.                       |  | Date        
|    | President, Chief Executive Officer & Director
|    | (Principal Executive Officer)                
|    |                                               | 
|   
|   
|By: | /s/ Kevin McNeil                              |  | May 20, 2003
|    | Kevin McNeil                                  |  | Date        
|    | Chief Financial Officer                      
|    | (Principal Financial and Accounting Officer) 

### CERTIFICATION

In connection with the
Quarterly Report of SmartVideo Technologies, Inc. (the Company) on
Form 10-QSB for the period ending March 31, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the Report), we, Richard
E. Bennett, the Chief Executive Officer and Kevin McNeil, the Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge:

(1) The Report fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained
in the Report fairly presents, in all material respects the financial condition
and results of the Company.

Date:  May 20, 2003

|/s/ Richard E. Bennett                     
|-------------------------------------------
|Richard E. Bennett, Chief Executive Officer
|                                           
|/s/ Kevin McNeil                           
|Kevin McNeil, Chief Financial Officer      











-18-

### CERTIFICATION

I, Richard E. Bennett, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of
SmartVideo Technologies, Inc.;

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 officer 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 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 entities, 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 officer 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 functions):

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 officer 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.

|Date | May 20, 2003 |  | /s/ Richard E. Bennett, Jr.        
|---- | ------------ |  | -----------------------------------
|     |              |  | Richard E. Bennett, Jr.            
|     |              |  | President & Chief Executive Officer
|     |              |  | (Principal Executive Officer)      

-19-

### CERTIFICATION

I, Kevin McNeil, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of
SmartVideo Technologies, Inc.;

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 officer 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 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 entities, 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 officer 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 functions):

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 officer 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.

|Date | May 20, 2003 |  | /s/ Kevin McNeil                            
|---- | ------------ |  | --------------------------------------------
|     |              |  | Kevin McNeil                                
|     |              |  | Chief Financial Officer                     
|     |              |  | (Principal Financial and Accounting Officer)

-20-