UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2008
OPTIMUM INTERACTIVE (USA) LTD. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)	000-51587 (Commission File Number)	N/A (IRS Employer Identification No.)
25 Highland Boulevard, Dix Hills, NY, 11746 Telephone No.: (516) 449-0466 (Address and telephone number of Registrant's principal executive offices and principal place of business)

Date of Report (Date of earliest event reported): August 3, 2009 (July 27, 2009)

OPTIMUM INTERACTIVE (USA) LTD.

(Exact name of registrant as specified in its charter)

Delaware	000-51587	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4600 Campus Center Dr., Ste. 106, Newport Beach, CA 92660

Telephone No.: 949-757-0023

(Address and telephone number of Registrant's principal

executive offices and principal place of business)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ྎ Written communications pursuant to Rule 425 under the Securities Act (17 ~~CFR~~C FR 230.425)

ྎ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

ྎ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 ~~CFR~~C FR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C FR 240.13e-4(c))

~~ྎ Pre-commencement~~Item ~~communications~~8.01 ~~pursuant to Rule 13e-4(c) under the Exchange Act~~Other ~~(17 CFR 240.13e-4(c))~~Events

~~Item~~On July 414, 2009, Optimum Interactive (USA) Ltd.01 ~~Changes~~(the in“Company”) ~~Registrant’s~~filed ~~Certifying~~a ~~Accountant~~Form 15 to terminate or suspend its duty to file reports pursuant to Rule 12g-4(a)(1) voluntarily.

OnThe ~~December~~Stock 1,Purchase 2008, the Board of Directors of Optimum Interactive (USA) Ltd. (the “Company”) dismissed GLO CPAs, LLLP (“GLO”) as the Company’s independent registered public accountants and approved the engagement of John A. Braden & ~~Company, P.C. (“JABCO”) to serve as the~~ ~~Company’s~~Recapitalization ~~independent registered public accountants for the fiscal year ended December 31, 2008.~~Agreement

~~GLO~~On ~~issued~~July 27, 2009, the Company, by unanimous consent of its ~~auditors’~~Board ~~report~~of onDirectors ~~the~~(Robert ~~financial~~Rubin ~~statements~~and ~~for~~Barry ~~the~~Pomerantz), ~~years~~entered ~~ended~~into ~~December~~a ~~31,~~Stock ~~2007~~Purchase and ~~2006 which~~Capitalization ~~included~~Agreement an(“Agreement”) ~~explanatory~~with ~~paragraph~~VComm asNetwork, Inc., a Delaware corporation (“VComm”) pursuant to which the Company’s ~~ability~~acquired toall ~~continue~~of asthe capital stock of VComm. At 12:0 1 AM July 28, 2009, the transaction was closed and a change in ~~going~~control ~~concern~~was effected.

~~Other~~The Agreement ~~than~~provided that the ~~going~~600,000 ~~concern uncertainty~~issued ~~described~~common ~~above~~shares of VComm were to be converted into: 18,000,000 ~~GLO’s~~shares ~~auditors~~of ~~reports~~common onstock of the ~~financial~~Company, ~~statements~~4,500,000 million shares of ~~the~~Class ~~Company~~A ~~for~~preferred stock, ~~the~~and ~~fiscal~~1 ~~years~~share ~~ended~~of ~~December~~Class ~~31,~~B ~~2007~~preferred ~~and~~stock. ~~2006~~Further, ~~contained no~~the ~~adverse~~Agreement ~~opinion~~provided that or3,200,000 ~~disclaimer~~shares of ~~opinion~~Class ~~and~~A ~~were~~preferred ~~not~~stock ~~qualified~~be orset ~~modified~~aside for issuance upon asthe toconversion ~~uncertainty,~~of ~~audit~~an ~~scope~~existing orbusiness ~~accounting~~line ~~principle~~of credit with management and board consisting of up to $1,600,000 of debt.

~~During~~On ~~the fiscal years ended December~~July 3121, ~~2007~~Directors ~~and~~Rubin ~~2006~~ and ~~through~~Pomerantz ~~December~~filed 1,an ~~2008,~~amendment ~~there~~to ~~have~~the ~~been~~Certificate ~~no disagreements~~of ~~with~~Incorporation ~~GLO~~to: ~~(as~~increase ~~defined~~the innumber ~~Item 304(a)(1)(iv)~~ of ~~Regulation~~authorized ~~S-K)~~shares ~~on any matter~~ of ~~accounting~~ ~~principles~~common ~~or practices~~stock, ~~financial statement disclosure or auditing~~ ~~scope~~create orClass ~~procedure,~~A ~~which~~preferred ~~disagreements~~stock, ifand ~~not~~create ~~resolved~~Class toB ~~the~~preferred ~~satisfaction~~stock. of(Exhibit ~~GLO,~~10.1) ~~would~~[item ~~have caused them to make reference thereto in their report on financial statements for such years~~5.03]

~~During the fiscal years ended December~~In 31summary, ~~2007~~the ~~and~~Class ~~2006~~A ~~and~~preferred ~~through~~stock ~~December~~has 1,the ~~2008,~~following ~~there~~rights ~~were~~and ~~no reportable events~~preferences ~~as defined in Item 304~~(~~a)(1)(iv)~~See ~~of Regulation S-K.~~exhibit

~~During the fiscal years ended December 31, 2007 and 2006 and through December 1, 2008, neither the Company nor anyone on its behalf has consulted with JABCO regarding either:~~10.2)

~~1. The~~Each ~~application~~share of ~~accounting~~Class ~~principles~~A toPreferred ~~specified~~Stock ~~transaction,~~is ~~either~~convertible ~~completed or~~into ~~proposed;~~four orshares ~~the type~~ of ~~audit~~common ~~opinion that might be rendered on our~~stock ~~financial~~at ~~statements,~~the ~~and~~option ~~neither~~of ~~was~~the aholder ~~written~~if ~~report~~all ~~provided~~the tofollowing usconditions ~~nor~~have ~~was~~been ~~oral advice provided that JABCO concluded was an important factor considered by us in reaching a decision as to an accounting, auditing, or financial reporting issue; or~~met:

21. ~~Any matter~~ The ~~that was either the subject of a disagreement or a reportable event, as~~Class ~~each~~A ~~term~~Preferred isStock ~~defined~~has inbeen ~~Items~~held ~~304(a)(1)(iv)~~for or18 ~~(v) of Regulation S-K, respectively.~~months;

~~The Company requested GLO to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements~~2. The ~~requested letter,~~ ~~dated~~Common ~~May~~Stock ~~29, 2009,~~ is ~~attached~~trading ~~as Exhibit 16.1 to this Current Report~~ on ~~Form 8-K~~the ~~and~~Pink isSheets ~~incorporated~~or ~~herein~~a byhigher ~~reference.~~exchange;

~~Item 9~~3.01 The Parent ~~Financial~~has ~~Statements~~a ~~and~~positive ~~Exhibits.~~net worth;

~~(a)~~4. The Parent ~~Financial~~has ~~statements~~at ~~of businesses~~least ~~acquired~~$2.5 million in annual revenues; and

~~Not~~5. ~~applicable~~The Parent has an operating EBITDA of break even or better.

~~(b)~~The ~~Pro~~Class A ~~forma~~Preferred ~~financial~~Stock will have a preference on liquidation rights, no rights to any ~~information~~dividends except as may be declared by the Board of Directors in good faith and subject to Delaware law, and will entitle the holders to vote on an as converted basis. The Class A Preferred Stock will not be subject to dilution in the event of any reverse stock split of the Company’s common stock.

~~Not~~Class ~~applicable~~B preferred stock has the following rights and preferences (See exhibit 10.3)

~~(c)~~The share ~~Shell~~of ~~company~~Class B Preferred Stock shall have no dividend rights and no “equity” rights ~~transactions~~upon liquidation and shall entitle the holder to as many votes as are required to represent 50.1% of the total voting capital stock of the Parent.

~~Not~~Following the ~~applicable~~closing of the Agreement, the Company has 32,000,000 shares of Common Stock Outstanding, 8,000,000 shares of Class A Preferred Stock outstanding and one (1) share of Class B Preferred Stock Outstanding. The Class B Share is owned by Timothy Roth, a director and the Company’s Treasurer.

~~(d)~~Change ~~Exhibits.~~in Board of Directors and Officers of the Company

Exhibit Number	Description
16.1	Letter from GLO CPAs, LLLP dated May 29, 2009.

The Agreement provided that the Members of the Board of Directors of the Company at the time of execution of the Agreement, Directors Rubin and Pomerantz, were to resign and appoint as Directors Gerard McGorian, Anthony Roth, and Timothy Roth.

-The foregoing 2is a summary of certain material terms and conditions of the Agreement and not a complete discussion of such agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Agreement attached to this Current Report on Form 8-K in Exhibit 10.4 and incorporated herein by reference.

On July 27, 2009, at 11:59 PM, Directors Rubin and Pomerantz, pursuant to Article III of the Bylaws, appointed as Directors: Gerard McGorian, Anthony Roth and Timothy Roth.

On July 28, 2009, at 12:01 AM, Directors Rubin and Pomerantz resigned, with remaining Directors Gerard McGorian, Anthony Roth and Timothy Roth.

On July 28, 2009, the Board of Directors appointed Officers as follows:

President / CEO: Anthony Roth

Treasurer: Timothy Roth

Corporate Secretary: Michael Flynn

Notice of Special Stockholder Meeting

As of July 31, 2009 certification or notice date, Optimum Interactive (USA) Ltd. has an approximate 80 holders of record. The Company has scheduled a Special Shareholder Meeting for August 24, 2009 to be held at 11 AM (EST) at the W Hotel, 541 Lexington Avenue, New York, NY 10021.

On July 31, the Board of Directors unanimously resolved to set the record date for a Special Meeting of Stockholders as July 31, 2009 and further unanimously resolved to send notice of a Special Meeting of Stockholders on or before August 4, 2009, for a meeting date of August 24, 2009. At the Special Meeting, the Company and its Stockholders will: (i) ratify the Agreement and the new Board of Directors consisting of Gerard McGorian, Anthony Roth and Timothy Roth; (ii) authorize an incentive stock option plan of up to 20% of the fully-diluted equity outstanding, and as approved by the Compensation Committee of the Board of Directors; and (iii) authorize the Board to effect a reverse stock split of its common stock of up to 50-1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OPTIMUM INTERACTIVE (USA) LTD.
Date: May 29, 2009	By:	/s/ Robert M. Rubin
Date: August 3, 2009	By:	/s/ Anthony Roth
		Robert M. Rubin
		Anthony Roth President, CEO
		President, CEO and CFO

~~- 3~~Exhibit -Index:

Exhibit 10.1 Amendment of Certificate of Incorporation

Exhibit 10.2 Certificate of Designation of Class A preferred stock

Exhibit 10.3 Certificate of Designation of Class B preferred stock

Exhibit 10.4 Stock Purchase and Recapitalization Agreement

Filing Compare · Optimum Interactive (USA) Ltd.