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#### UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, 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 September 30, 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) 729-8777Issuer'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 November 10, 2003 was 8,462,991.

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#### 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......14
  Item   3.  Controls and Procedures........................................18


PART II - OTHER INFORMATION

  Item   1.  Legal Proceedings..............................................19
  Item   2.  Changes in Securities and Use of Proceeds......................19
  Item   3.  Defaults Upon Senior Securities................................19
  Item   4.  Submission of Matters to a Vote of Security Holders............19
  Item   5.  Other Information..............................................19
  Item   6.  Exhibits and Reports on Form 8-K...............................19
  Signatures................................................................20`

-2-

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### PART I - FINANCIAL INFORMATION

#### Item 1.    Financial Information

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

`September 30,    December 31,
                                                                2003             2002
                                                           --------------   -------------

                                        ASSETS

CURRENT ASSETS
    Cash                                                   $      78,477    $       5,742
    Accounts receivable                                           46,725               -
    Note receivable                                               10,000               -
                                                           --------------   -------------
     Total current assets                                        135,202            5,742

EQUIPMENT, net of accumulated depreciation
    of $17,822 and $7,163, respectively                           80,731            3,250

PREPAID EXPENSES (Note 3)                                             -         1,316,250

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

      TOTAL ASSETS                                         $     225,933    $   1,335,242
                                                           ==============   =============


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable and accrued expenses                  $     413,300    $     138,560
    Convertible promissory notes (Note 4)                        230,000           60,000
    Due to related parties (Note 6)                              538,434          521,273
    Accrued interest                                              43,781           23,915
                                                           --------------   -------------
     Total current liabilities                                 1,225,515          743,748

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

     Total liabilities                                         1,225,515          793,748
                                                           --------------   -------------

SHAREHOLDERS' EQUITY (DEFICIT)
    Preferred stock, $.001 par value,
      12,000,000 shares authorized, 12,000,000
      issued and outstanding as of September
      30, 2003 and December 31, 2002,
      respectively                                                12,000           12,000
    Common stock, $.001 par value, 50,000,000
      shares authorized, 8,025,491 and
      6,949,396 shares issued and outstanding
      as of  September 30, 2003 and December
      31, 2002, respectively                                       8,025            6,949
    Additional paid in capital                                 3,535,541        2,083,956
    Accumulated deficit                                       (4,555,148)      (1,561,411)
                                                           --------------   -------------

     Total shareholders' equity (deficit)                       (999,582)         541,494
                                                           --------------   -------------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $      225,933   $   1,335,242
                                                           ==============   =============`

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

#### SMARTVIDEO TECHNOLOGIES, INC.
(A Development Stage Company)
Consolidated Statements of Operations

`Period from
                                                                                                          Inception
                                          For the Quarterly Period          For the Nine Months       (August 31, 2000)
                                            Ended September 30,             Ended September 30,        to September 30,
                                            2003           2002            2003            2002             2003
                                        -------------  -------------   -------------  -------------   -----------------

REVENUE                                 $     21,587   $         -     $     51,833   $         -      $       54,583
                                        -------------  -------------   -------------  -------------   -----------------

EXPENSES
  Compensation and benefits                  101,629         13,355         261,083         78,476            727,521
  Consulting fees                            281,793          5,000         530,180         40,934            591,029
  Data center                                104,483             -          192,542             -             203,528
  Rents                                       24,754             -           75,536             -              75,536
  Professional fees                            8,932         10,675          53,818         10,675            101,611
  General & administrative                    90,849          1,208         243,700          9,111            322,935
  Service fees                               965,250             -        1,316,250             -           2,115,375
  Depreciation & amortization                  6,393            870          10,659          2,610             17,822
                                        -------------  -------------   -------------  -------------   -----------------
                                           1,584,083         31,108       2,683,768        141,806          4,155,357
     Total operating expenses
                                        -------------  -------------   -------------  -------------   -----------------

        Loss from operations              (1,562,496)       (31,108)     (2,631,935)      (141,806)        (4,100,774)
                                        -------------  -------------   -------------  -------------   -----------------

OTHER EXPENSES
  Interest expense                           (16,564)        (2,763)       (361,802)        (8,700)          (451,878)
  Other                                           -              -               -              -              (2,496)
                                        -------------  -------------   -------------  -------------   -----------------
                                             (16,564)        (2,763)       (361,802)        (8,700)          (454,374)
     Total other expenses
                                        -------------  -------------   -------------  -------------   -----------------
                                        $ (1,579,060)  $    (33,871)   $ (2,993,737)  $   (150,506)    $   (4,555,148)
NET LOSS
                                        =============  =============   =============  =============   =================

LOSS PER SHARE
  Basic and diluted net loss per share  $      (0.21)  $      (0.01)   $      (0.41)     $   (0.04)
                                        =============  =============   =============  =============

  Weighted average common shares used
     to compute basic and diluted net
     loss per share                        7,666,648      3,500,000       7,250,440       3,500,000
                                        =============  =============   =============  =============`

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

#### SMARTVIDEO TECHNOLOGIES, INC.(A Development Stage
Company)Consolidated Statements of Cash Flows

`Period from
                                                                                                  Inception
                                                             For the Nine Months Ended        (August 31, 2000)
                                                                   September 30,               to September 30,
                                                              2003               2002                2003
                                                        ---------------    ---------------    -----------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                              $   (2,993,737)    $     (150,506)    $   (4,555,148)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Issuance of common stock for services                            -                  -            720,000
    Issuance of common stock as compensation                   177,550                  -            177,550
    Beneficial conversion feature of convertible debt          308,000                  -            368,000
    Depreciation and amortization                               10,659              2,610             17,822
    Increase in accounts receivable                            (46,725)                 -            (46,725)
    Increase in note receivable                                (10,000)                 -            (10,000)
    Decrease in prepaid expenses                             1,316,250                  -          1,389,375
    Increase in accrued interest on notes payable               49,396              6,241             73,311
    Decrease (increase) in other assets                              -                  -            (10,000)
    Increase in accounts payable and accrued expenses          274,741             (4,883)           396,831
                                                        ---------------    ---------------    -----------------

       Net cash used in operating activities                  (913,866)          (146,538)        (1,478,984)
                                                        ---------------    ---------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Investments in equity funds                                      -                  -           (100,000)
    Liquidation of investments in equity funds                       -                  -            100,000
    Purchase of equipment                                      (88,140)                 -            (98,553)
                                                        ---------------    ---------------    -----------------

       Net cash used in investing activities                   (88,140)                 -            (98,553)
                                                        ---------------    ---------------    -----------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                                   799,166                  -            949,166
    Increase (decrease) in due to related parties              (57,425)           134,412            313,848
    Issuance of convertible promissory notes                   333,000                  -            393,000
                                                        ---------------    ---------------    -----------------

       Net cash provided by financing activities             1,074,741            134,412          1,656,014
                                                        ---------------    ---------------    -----------------

NET INCREASE (DECREASE) IN CASH                                 72,735            (12,126)            78,477

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

CASH, end of period                                     $       78,477     $          628     $       78,477
                                                        ===============    ===============    =================`

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

#### SMARTVIDEO TECHNOLOGIES, INC.(A Development Stage
Company)Consolidated Statements of Cash Flows (Continued)

`Period from
                                                                                  Inception
                                                 For the Nine Months Ended     (August 31, 2002)
                                                        September 30,           to September 30,
                                               -----------------------------
                                                    2003           2002              2003
                                               -------------   -------------   ----------------

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
  Issuance of common stock as compensation
   related to convertible promissory notes
   in September 2003                           $     177,550   $          -     $      177,550
                                               =============   =============   ================
  Issuance of common stock on conversion
   of convertible promissory notes including
   accrued interest through the date of
   conversion in April 2003                    $     167,945    $         -     $      167,945
                                               =============   =============   ================
  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
                                               =============   =============   ================`

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

#### SMARTVIDEO TECHNOLOGIES, INC.(A Development Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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, through OVT, Inc., 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, the
Company 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 September 30, 2003, it had an accumulated deficit of $4,555,148
and a working capital deficit of $1,090,313. 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.

The Company is a development stage company that has only recently started to
market its various products. The Company has generated only minimal revenues
from operations since its inception 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

These interim consolidated financial statements are unaudited and have been
prepared by the Company 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 financial information

-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)

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 September 30, 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.

Common Stock Data

Earnings per share is based on the weighted average number of common stock and
stock equivalents outstanding. The outstanding warrants and stock options are
currently excluded from the earnings per share calculation as their effect would
be antidilutive.

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)

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the
current presentation.

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, the Company 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 was for a 24
month period beginning with the acceptance of the agreement and the advisor
received 1,200,000 shares of the Company's common stock in compensation for his
services. In September 2003, the Board of Directors voted unanimously to
terminate this arrangement in accordance with the terms of the agreement. Since
the agreement was terminated prior to the expiration of the term, the Company
has expensed the remaining unamortized portion related to this agreement as of
September 30, 2003.

#### 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 payment. The conversion price under the terms of these notes is $0.75 per
share (beneficial conversion feature). In April 2003, the holders of these
convertible promissory notes exercised their conversion rights at the conversion
price of $0.75 per share of common stock including accrued interest through the
date of conversion.

-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 payment. The conversion price under the terms of these notes is $0.75 per
share of common stock (beneficial conversion feature). In April 2003, the
holders of $103,000 of these convertible promissory notes exercised their
conversion rights at the conversion price of $0.75 per share of common stock
including accrued interest through the date of conversion.

In March 2003, the Company issued one 10 percent convertible promissory note
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 - Shareholders' Equity

In April 2003, three holders of the Company's 10% Convertible Promissory
Notes exercised their conversion rights at a conversion price of $0.75 per share
of common stock. The Company had originally received gross proceeds of $163,000
upon the issuance of these 10% Convertible Promissory Notes. A total of 223,929
shares of common stock were issued under these conversions including accrued
interest through the date of conversion. These shares of common stock were
issued as restricted shares.

In May and June 2003, the Company completed a group of private financing
transactions. The Company received $120,000 of gross proceeds from these
transactions. In these transactions, SmartVideo sold 120,000 units consisting of
one share of common stock and one five year common stock purchase warrant at a
purchase price of $1.00 per unit. These securities have been issued to four
accredited investors in a private placement. The common stock purchase warrants
are exercisable at $2.50 per share.

In July, August, and September 2003, the Company completed a group of
private financing transactions. The Company received $679,166 of gross proceeds
from these transactions. In these transactions, SmartVideo sold 679,166 units
consisting of one share of common stock and one five year common stock purchase
warrant at a purchase price of $1.00 per unit. These securities have been issued
to seven accredited investors in a private placement. The common stock purchase
warrants are exercisable at $2.50 per share.

The Company granted the purchasers of these units piggy-back registration
rights covering the shares issued and the shares issuable upon the exercise of
the common stock purchase warrants.

In September 2003, the Company's reached an agreement with two shareholders
who were originally holders of the Company's 10% Convertible Promissory Notes.
Under the terms of the agreement, the shareholders were issued a total of 53,333
shares as additional compensation. These shares of common stock were issued as
restricted shares.

-11-

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

#### NOTE 5 - Shareholders' Equity (continued)

The Company granted the recipients of these shares piggy-back registration
rights covering the shares issued.

#### NOTE 6 - Related Party Transactions

Amounts due to related parties at September 30, 2003 and 2002 consist of the
following:

`September 30,
                                                 --------------------------------
                                                      2003             2002
                                                 --------------   ---------------
   Note  payable due to former shareholder in
   connection with stock repurchase; 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.)                297,669           325,000

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

   Advances from officers and shareholders              40,765            17,425
                                                 --------------   ---------------

      Total related party loans and advances           538,434           492,425

      Less: current portion                           (538,434)         (442,425)
                                                 --------------   ---------------

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

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.

#### NOTE 7 - Subsequent Events

From October 1, 2003 through November 10, 2003, the Company completed a
series of private financing transactions. From these transactions, the Company
received $437,500 in gross proceeds. In these transactions, SmartVideo sold
437,500 units consisting of one share of common stock and one five year common
stock purchase warrant at a purchase price of $1.00 per unit. These securities
have been issued to six accredited investors in a private placement. The common
stock purchase warrants are exercisable at $2.50 per share.

-12-

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

#### NOTE 7 - Subsequent Events (continued)

The Company granted the purchasers of these units piggy-back registration
rights covering the shares issued and the shares issuable upon the exercise of
the common stock purchase warrants.

-13-

#### 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

Nine Months Ended September 30, 2003 compared to 2002

Our revenues totaled $51,833 and $0 for the nine months ended September 30, 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 increased from $78,476 for the nine months ended
September 30, 2002 to $261,083 for the same period in 2003. We are now actively
engaged in bringing our products to market and have begun to add additional
staff to relieve some of the burden on our executive team. During the nine
months ended June 30, 2003, we have also been working 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.

-14-

Our consulting fees increased from $40,934 for the nine months ended September
30, 2002 to $530,180 for the same period in 2003. We are now actively engaged in
bringing our products to market and have begun to work with some additional
consultants on short-term projects to relieve some of the burden on our
executive team as well as speed the process of delivering product requests to
customers. Included in this number is $177,550 related to the issuance of 53,333
shares of our common stock as additional compensation to two of our shareholders
who were originally holders of our 10% Convertible Promissory Notes. During the
nine months ended September 30, 2003, we have also been working on several
demonstration projects for potential customers as well. At our present stage of
development, our consulting fees will fluctuate based on the requirements of
existing projects and contracts.

During the nine months ended September 30, 2003, we brought our data center
online in response to projected customer demand. The data center was not
operational during the nine months ended September 30, 2002.

In January 2003, we began paying rent for the use of the office facilities we
are occupying and the proportionate share of common expenses. Prior to that
time, we had been provided the use of those facilities from a related entity at
no cost. For the nine months ended September 30, 2003, we incurred expenses
under this arrangement of $75,536.

Our professional fees increased to $53,818 for the nine months ended September
30, 2003 as compared to $10,675 for the same period in 2002. Our professional
fees during the nine months ended September 30, 2003 are primarily related to
costs and expenses associated with our acquisition of OVT, Inc. and audit and
attorneys fees and expenses incurred as a result of our now being a publicly
traded company.

General & administrative expenses increased to $243,700 during the nine months
ended September 30, 2003 from $9,111 for the same period in 2002. This increase
was due primarily to additional costs and expenses associated with our expanded
marketing efforts, travel and the development of several models for customers
during the first nine months of 2003.

Service fees increased to $1,316,250 during the nine months ended September 30,
2003 from $-0- during the same period in 2002. The entire amount of this
increase represents the amortization of prepaid expenses associated with the
advisor agreement entered into in November 2002 and the termination of this
advisor agreement in September 2003.

Interest expense increased to $361,802 for the nine months ended September 30,
2003 up from $8,700 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 $19,989, interest expense attributable to the issuance
of the convertible promissory notes in the amount of $15,511, 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.

Nine Months Ended September 30, 2002 compared to 2001

Our revenues totaled $-0- and $-0- for the nine months ended September 30, 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 decreased to $78,476 for the nine months ended
September 30, 2002 as compared to $382,171 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 other developmental activities.

-15-

Our consulting fees increased to $40,934 for the nine months ended September 30,
2002 as compared to $-0- for the same period in 2001. This is indicative of a
company in our stage of development and staffing our ongoing projects on an ad
hoc basis. At our present stage of development, our consulting fees expense will
fluctuate based on the requirements of existing projects and other developmental
activities.

Our general & administrative expenses for the nine months ended September 30
decreased to $9,111 in 2002 from $12,117 in 2001. This is indicative of a
development stage company and our various costs fluctuating from project to
project. At our present stage of development, our general & administrative
expense will fluctuate based on the requirements of existing projects and other
developmental activities.

Interest expense for the nine months ended September 30 increased to $8,700 in
2002 from $6,057 in 2001. This increase reflects fluctuations associated with
financing portions of our business with short-term financing activities on a
project by project basis.

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 private placements and loans from shareholders
and other related entities.

It is anticipated that we will need to raise at least $960,000 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 cash flows. 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 September 30, 2003, we had an accumulated deficit of $4,555,148 and a
working capital deficit of $1,090,313. 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.

Subsequent Events

From October 1, 2003 through November 10, 2003, we completed a series of
private financing transactions. From these transactions, we received $437,500 in
gross proceeds. In these transactions, we sold 437,500 units consisting of one
share of common stock and one five year common stock purchase warrant at a
purchase price of $1.00 per unit. These securities have been issued to six
accredited investors in a private placement. The common stock purchase warrants
are exercisable at $2.50 per share.

We granted the purchasers of these units piggy-back registration rights
covering the shares issued and the shares issuable upon the exercise of the
common stock purchase warrants.

-16-

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.

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

-17-

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

Our chief executive officer and chief financial officer (the "Certifying
Officer") is responsible for establishing and maintaining disclosure controls
and procedures for our company and our subsidiary. Such officer has concluded
(based upon his evaluation of these controls and procedures as of the end of the
period covered by this report) that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in this
report is accumulated and communicated to management, including our principal
executive officers as appropriate, to allow timely decisions regarding required
disclosure.

The Certifying Officer has also indicated that there were no significant changes
in our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no
corrective actions with regard to significant deficiencies and material
weaknesses.

Our management, including the Certifying Officer, does not expect that our
disclosure controls or our internal controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. In addition, 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 a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also 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, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of these inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

-18-

#### PART II - OTHER INFORMATION

#### Item 1.  Legal Proceedings

None

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

In July, August, and September 2003, we completed a group of private
financing transactions. We received $679,166 of gross proceeds from these
transactions. In these transactions, we sold 679,166 units consisting of one
share of common stock and one five year common stock purchase warrant at a
purchase price of $1.00 per unit. These securities have been issued to seven
accredited investors in a private placement exempt from registration under the
Securities Act of 1933 in reliance on exemptions provided in Section 4(2) and
Regulation D promulgated thereunder. The common stock purchase warrants are
exercisable at $2.50 per share.

We granted the purchasers of these units piggy-back registration rights
covering the shares issued and the shares issuable upon the exercise of the
common stock purchase warrants.

In September 2003, we reached an agreement with two shareholders who were
originally holders of our 10% Convertible Promissory Notes. Under the terms of
the agreement, the shareholders were issued a total of 53,333 shares as
additional compensation. These shares of common stock were issued as restricted
shares exempt from registration under the Securities Act of 1933 in reliance on
exemptions provided in Regulation D.

We granted the recipients of these shares piggy-back registration rights
covering the shares issued.

#### 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.  There were no reports on Form 8-K filed
during the quarter ended September 30, 2003.

-19-

### 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.                   |  | November 14, 2003
|--- | --------------------------------------------- |  | -----------------
|    | Richard E. Bennett, Jr.                       |  | Date             
|    | President, Chief Executive Officer & Director
|    | (Chief Executive Officer)                    
|    | (Chief Financial Officer)                    
|    |                                               | 
|   
|   

-20-