UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

	For the transition period from _________ to _________

	Commission file number 000-51587

OPTIMUM INTERACTIVE (USA) LTD.

(Exact name of registrant as specified in its charter)

Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employee Identification No.)

25 Highland Boulevard, Dix Hills, NY, 11746

(Address of principal executive offices)

(516) 443-0466

(Registrant's telephone number, including area code)

Securities Registered pursuant to section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes x No ¨

Number of outstanding shares of the registrant's par value $0.0001 common stock, as of May 1, 2009: 9,301,100.

OPTIMUM INTERACTIVE (USA) LTD.

FORM 10-Q

INDEX

		PAGE

Special Note Regarding Forward-Looking Statements		3

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1 to F-8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4T.	Controls and Procedures	5

PART II
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults on Senior Securities	6
Item 4.	Submission of Matters to a Vote of Security Holders	6
Item 5.	Other Information	6
Item 6.	Exhibits	6

Signatures		8

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, together with other statements and information we publicly disseminate, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to the risk factors discussed in this Quarterly Report on Form 10-Q. Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change our expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement is based.

PART I

ITEM 1. FINANCIAL STATEMENTS

OPTIMUM INTERACTIVE (USA) LTD.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Balance Sheets – March 31, 2009 and December 31, 2008	F-2

	Statements of Operations – For the three months ended March 31, 2009 and 2008	F-3

	Statements of Operations – For the three months ended March 31, 2009 and 2008 with
	Cumulative Total from Inception to March 31, 2009	F-4

	Statements of Cash Flows – For the three months ended March 31, 2009 and 2008 with Cumulative Total from Inception to March 31, 2009	F-5

	Notes to Consolidated Financial Statements	F-6

F-1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OPTIMUM INTERACTIVE (USA) LTD

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

As of March 31, 2009 and December 31, 2008

	March 31,			December 31,
	2009			2008
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,365		$	3,365

Total current assets		3,365			3,365

Noncurrent Assets:
Property, plant and equipment, net		0			0

Other assets		0			0
Total assets	$	3,365		$	3,365

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	20,713		$	24,455
Interest payable		0			0
Advances from shareholders		23,637			14,300
Total current liabilities		44,350			38,755

Long-term debt, net of current maturities		0			0

Stockholders’ equity:
Common stock, $0.001 par value per share, 50,000,000 shares authorized, 9,301,000 outstanding		930			930
Additional paid-in capital		331,966			331,966

Deficit accumulated during development stage		(373,881	)		(368,286	)

Total stockholders’ equity		(40,985	)		(35,390	)
Total liabilities and stockholders’ equity	$	3,365		$	3,365

The accompanying notes are an integral part of these statements

F-2

OPTIMUM INTERACTIVE (USA) LTD

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009 and 2008

(Unaudited)

	Three Months Ended
	March 31,			March 31,
	2009			2008

REVENUES	$	0		$	0

COST OF SALES		0			0

		0			0

Operating expenses:
Accounting fees		5,595			2,794
Sales, general and administrative expenses		0			0
Other operating expenses		0			0

Operating income (loss)		(5,595	)		(2,794	)

Other income (expense):
Interest income		0			0
Interest expense		0			0
Other income (expense)		0			0
Total other income (expense)		0			0

Loss before income tax		(5,595	)		(2,794	)

Income tax		0			0

Loss attributable to common stockholders	$	(5,595	)	$	(2,794	)

Basic loss per share	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding		9,301,100			9,301,100

The accompanying notes are an integral part of these statements.

F-3

OPTIMUM INTERACTIVE (USA) LTD

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009 and 2008

and for the Cumulative Period from Inception to March 31, 2009

(Unaudited)

							Cumulative
							Total from
	Three Months Ended						Inception to
	March 31,			March 31,			March 31,
	2009			2008			2009

REVENUES	$	0		$	0		$	0

COST OF SALES		0			0			0

		0			0			0

Operating expenses:
Accounting fees		5,595			2,794			54,772
Sales, general and administrative expenses		0			0			4,660
Other operating expenses		0			0			310,304

Operating income (loss)		(5,595	)		(2,794	)		(369,736	)

Other income (expense):
Interest income		0			0			0
Interest expense		0			0			(4,145	)
Other income (expense)		0			0			0
Total other income (expense)		0			0			(4,145	)

Loss before income tax		(5,595	)		(2,794	)		(373,881	)

Income tax		0			0			0

Loss attributable to common stockholders	$	(5,595	)	$	(2,794	)	$	(373,881	)

Basic loss per share	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding		9,301,100			9,301,100

The accompanying notes are an integral part of these statements.

F-4

OPTIMUM INTERACTIVE (USA) LTD

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2009 and 2008

and for the Cumulative Period from Inception to March 31, 2009

(Unaudited)

							Cumulative
							Total from
	Three Months Ended						Inception to
	March 31			March 31			September 30,
	2009			2008			2009

Cash flows from operating activities:
Net loss	$	(5,595	)	$	(2,794	)	$	(373,881	)
Adjustments to reconcile net loss to net cash used in operating activities:
Forgiveness of prior accruals		0			0			4,145
Increase (decrease) in interest payable		0			0			0
Increase (decrease) in accounts payable and accrued liabilities		5,595			2,794			30,050
Net cash used in operating activities		0			0			(339,686	)

Cash flows from investing activities:
		0			0			0
Net cash used in investing activities		0			0			0

Cash flows from financing activities:
Proceeds from notes payable to related party		0			0			0
Advances from shareholders		0			0			49,300
Repayments of short-term debt		0			0			0
Proceeds from sale of common stock, net		0			0			293,751
Net cash provided by financing activities		0			0			343,051

Increase (decrease) in cash and cash equivalents	$	0		$	0		$	3,365

Cash and cash equivalents, beginning of period		365			3,365			0

Cash and cash equivalents, end of period	$	3,365		$	3,365		$	3,365

Supplemental Cash Flow Disclosures:
Cash paid for income taxes	$	0		$	0		$	0
Cash paid for interest	$	0		$	0		$	0

The accompanying notes are an integral part of these statements.

F-5

OPTIMUM INTERACTIVE (USA) LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2009 and December 31, 2008

Note 1 –Basis of Presentation

Nature of Business - Optimum Interactive (USA) Ltd. (the “Company" or "Optimum") is a Delaware Corporation founded on May 20, 1996. The primary business activity of the Company was computer development. There has been no operation of the Company since 1999. Company management has been seeking a new business to acquire. See Note 2. Summary of Significant Accounting Policies under the heading “Stockholders’ Equity.”

Optimum is registered at the following address: 1220 N. Market Street Suite 808 Wilmington, DE 19801

The principal operating office of the Company is 25 Highland Boulevard, Dix Hills, NY, 11746.

Basis of Presentation - These financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

Going Concern - The Company is a development stage company and has been inactive through March 31, 2009. The ability of the Company to meet its obligations is dependent on being able to successfully acquire a new business activity.

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Use of Estimates and Assumptions - The preparation of financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 2 –Summary of Significant Accounting Policies

Cash and Cash Equivalents

The cash presented on these financial statements and available to the Company is held in an attorney trust account and commingled with other funds held in trust.

Stockholders’ Equity

On February 5, 2007 ownership of the outstanding shares transferred as described below. The effect of these ownership transfers limits the recoverability of tax loss carryforwards. These financial statements do not include any of the operations of its primary investors and are not consolidated with any owner’s separate financial statements.

On October 31, 2006, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with its two largest shareholders as sellers (the “Sellers”) and 25 Highland Partners, LLC (“Highland”). Under the Purchase Agreement, which was consummated on February 5, 2007, Highland purchased from the two Sellers an aggregate of 7,905,850 shares of common stock of the Company at $0.0664065 per share or an aggregate of Five Hundred and Twenty Five Thousand Dollars $525,000.

At the closing, all indebtedness and other obligations owed by the Company to the Sellers or to any affiliate thereof became capitalized and deemed a part of the shares purchased by Highland.

F-6

As of October 31, 2006, the Company also entered into a Share Exchange Agreement (the “Exchange Agreement”) with Diamond Decisions, Inc., a Nevada corporation (“Diamond”), its principal shareholders (the “Diamond Principals”), Highland and the other signatories thereto.

Pursuant to the Exchange Agreement, the Company has agreed to acquire all of the issued and outstanding capital stock of Diamond. The Exchange Agreement has not yet been consummated.

Under the Exchange Agreement, the Diamond Principals will receive a number of shares equal to approximately 51.56% of the shares of common stock of the Company to be outstanding at such time, calculated on a fully diluted basis. The stockholders of Diamond other than the Diamond Principals will receive one share of common stock of the Company for each share of common stock of Diamond they hold, or approximately 5,816,667 shares for an aggregate of approximately 10% of the shares of common stock of the Company to be outstanding at such time, calculated on a fully diluted basis.

Diamond has sold to third parties an aggregate of $5,816,667 principal amount of notes of Diamond (the “Diamond Notes”). Under the terms of the Exchange Agreement, all of the Diamond Notes shall be exchanged for an identical principal amount of notes of the Company, to be unconditionally guaranteed by Diamond. The notes to be issued by the Company could be convertible at $0.50 per share, at the option of the holders at any time on or before March 31, 2008, into a maximum of 11,633,334 additional shares of common stock of the Company.

Under the Exchange Agreement, the Company must file an amendment to its certificate of incorporation to increase the authorized number of shares of common stock to 250,000,000 and to authorize up to 25,000,000 shares of preferred stock.

At this time, the Company is not sure whether the transactions contemplated by the Exchange Agreement will be consummated. The Company is currently in discussions with Diamond to mutually terminate the Exchange Agreement and cancel the proposed share exchange, in return for 5,500,000 shares of Diamond common stock and a payment of $70,000. There is no assurance that the Company will terminate the Exchange Agreement on the foregoing terms, if at all, or whether the Company will consummate the acquisition in the near future, if at all. In the event that the Company is unable to resolve our relationship with Diamond on mutually satisfactory terms, the Company may have to pursue its legal remedies.

On February 5, 2007, Mordechai Moshin, the sole director and officer of the Company, resigned as such effective immediately. Simultaneously therewith, Mr. Moshin appointed Robert Rubin, Daniel Wainstein and Barry Pomerantz as new directors of the Company, to be effective simultaneously with Mr. Moshin's resignation. These individuals subsequently appointed Robert Rubin as the President of the Company.

Loss per Common Share

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

Income Taxes

The Company has adopted Financial Accounting Standards No. 109 (“SFAS 109”), under which the deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.

As the Company has generated no profit since 1999, there are no deferred tax assets or liabilities or tax expense to be recognized in the accompanying financial statements.

F-7

For income tax purposes, substantially all deductible expenses must be deferred until the Company commences business, and then they may be charged against operations over a 60-month period or permanently capitalized. Since the Company has not generated any revenue since inception, there is not a deferred tax asset, valuation allowance or tax expense recognized in the accompanying financial statements for the period ended December 31, 2007. Tax deductible losses, when incurred, can be carried forward for 20 years until utilized. As of March 31, 2009, there is no net operating loss carry forward attributable to the company.

Deferred tax asset of $11,180 generated by the expenses incurred from inception to March 31, 2009 is fully reserved by a valuation allowance based on the uncertainty of the Company’s ability to recognize a profit and therefore realize the asset in the future.

Note 3– Commitments and Contingencies

Dilution and Change of Control

The change in control of the Company occurred as of February 5, 2007. However, this change in control does not affect the financial statements of the Company, except that it does limit the recoverability of tax loss carryforwards.

Because of the Company's current status and its concomitant lack of assets or relevant operating history, the acquisition of Diamond explained in Note 2 would if consummated result in substantial dilution of the Company's existing shareholders. The acquisition of Diamond, if consummated, would involve a change in control of the Company, with the incoming owners of the targeted merger or acquisition candidate taking over control of the Company.

F-8

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a development stage company with virtually no assets or capital and with no operations or income since inception. It is anticipated that we will require only nominal capital to maintain our corporate viability and the necessary funds will most likely be provided by our principal shareholder or our officers and directors in the immediate future. However, unless we are able to facilitate an acquisition of an operating business or are able to obtain significant outside financing, there is substantial doubt about our ability to continue as a viable corporation.

In the opinion of management, inflation has not and will not have a material effect on our operations until such time as we successfully complete an acquisition. At that time, management will evaluate the possible effects of inflation on our company as it relates to our business and operations following a successful acquisition.

PLAN OF OPERATION

For the past twelve months, we have sought and investigated possible business opportunities with the intent to acquire or merge with one or more business ventures.

As reported in a Current Report on Form 8-K filed on February 9, 2007 (the “February 8-K”), on October 31, 2006, we entered into a Stock Purchase Agreement (the “Purchase Agreement”), with Aurora Capital Group, Ltd. (“Aurora”), Berlin Capital Investments, Inc. (“Berlin,” and with Aurora, the “Sellers”) and 25 Highland Partners, LLC (“Highland”). The transactions contemplated by the Purchase Agreement were consummated as of February 5, 2007. Pursuant to the Purchase Agreement, Highland became our principal shareholder.

As further reported in the February 8-K, we entered into a Share Exchange Agreement, dated as of October 31, 2006 (the “Exchange Agreement”) with Diamond Decisions, Inc., a Nevada corporation (“Diamond”), and Carolyn M. Jones (“Jones”), Heather Fabbri and Yvette Campbell (collectively referred to hereinafter as the “Diamond Principal Stockholders”). The obligations of the parties under such Exchange Agreement was subject, among other things, to the consummation of the transactions contemplated by the Purchase Agreement with Highland.

Each of these two agreements is described in greater detail below. Our plan of operation consists of consummating the transaction with Diamond or acquiring another operating company. We cannot assure you that we will successfully complete the acquisition of Diamond or any other company.

Purchase Agreement

Prior to consummation of the Purchase Agreement, the Sellers were the record and beneficial owners of 8,110,000 shares of our common stock, par value $0.001 per share of an aggregate of 9,301,000 such shares issued and outstanding. Under the Purchase Agreement, Highland purchased from the Sellers an aggregate of 7,905,850 shares of our common stock (the “Subject Shares”). 2,635,284 Subject Shares were purchased from Berlin and 5,270,566 Subject Shares were purchased from Aurora. The purchase price paid by Highland for the 7,905,850 Subject Shares was $0.0664065 per share or an aggregate of Five Hundred and Twenty Five Thousand Dollars ($525,000.00).

As at the closing, all indebtedness and other obligations owed by our company to the Sellers or to any affiliate thereof became capitalized and deemed a part of the Subject Shares. Therefore, we are no longer indebted to the Sellers, or to any affiliate thereof for any indebtedness and other obligations all of which, if any, shall be deemed to have been cancelled and part of the cost basis for the Subject Shares.

Exchange Agreement

Under the terms of the Exchange Agreement, we have agreed to acquire all of the issued and outstanding capital stock of Diamond (the “Diamond Shares”). Under the terms of the Exchange Agreement, we were on the closing date thereof (the “Closing Date”) to have issued to the Diamond Principal Stockholders and certain other holders of Diamond Shares (the “Additional Diamond Stockholders”) shares of our common stock (the “Exchange Shares”). We are seeking to enter into an agreement and plan of merger (the “Merger Agreement”) with Diamond in lieu of the Exchange Agreement. Under the terms of the Merger Agreement, Diamond would be merged with and into our company, with our company as the surviving corporation of the merger. Upon consummation of such merger:

(a) no more than 6,976,320 shares of our common stock will be issued and outstanding;

(b) each of the 4% promissory notes issued by Diamond, in the present aggregate amount of $17,956,823 (collectively, the “Diamond 4% Notes”), will be converted into an aggregate $17,956,823 principal amount of 4% convertible notes of OTMI (collectively, the “OTMI Notes”). The OTMI Notes will be identical in all material respects to the Diamond 4% Notes and will be convertible by the holders at any time prior to their respective maturity dates into shares of our common stock, at a conversion price of $0.50 per share, or an aggregate of 35,913,646 shares of our common stock if all OTMI Notes were fully converted;

(c) a maximum of 17,956,823 shares of common stock of Diamond (the “Diamond Common Stock”) will be automatically converted into an identical number of shares of our common stock;

(d) the Diamond Principal Stockholders (who own an aggregate of 27,810,000 shares of Diamond Common Stock) will receive, in lieu of such shares, an aggregate of 27,810,000 shares of our common stock;

(e) all outstanding Diamond warrants and options will automatically be converted into an identical number of warrants or options, as the case may be, to purchase shares of our common stock at the same exercise prices; and

(f) the Company will change its name a name to be determined by Diamond.

At this time, we are not sure whether the transactions contemplated by the Exchange Agreement will be consummated. We are currently in discussions with Diamond to mutually terminate the Exchange Agreement and cancel the proposed share exchange, in return for 5,500,000 shares of Diamond common stock and a payment of $70,000. There is no assurance that we will terminate the Exchange Agreement on the foregoing terms, if at all, or whether we will consummate the acquisition in the near future, if at all. In the event that we are unable to resolve our relationship with Diamond on mutually satisfactory terms, we may have to pursue our legal remedies.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T.

CONTROLS AND PROCEDURES

Management’s Report On Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s assessment of the effectiveness of our internal control over financial reporting is as of the quarter ended March 31, 2009. We believe that internal control over financial reporting is effective. We have not identified any material weaknesses considering the nature and extent of our current operations or any risks or errors in financial reporting under current operations.

Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(3) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to our company required to be disclosed in our reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures 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. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes In Internal Control Over Financial Reporting.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1.

LEGAL PROCEEDINGS

We are currently not a party to any material pending legal proceedings and no such action by, or to the best of our knowledge, against our company has been threatened.

ITEM 1A.

RISK FACTORS

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY 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

The exhibits listed below are required by Item 601 of Regulation S-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q has been identified.

Exhibit No.		Exhibit Name

3.1.1		Articles of Incorporation dated May 20, 1996 (1)

3.1.2		Amendment of Articles of Incorporation dated May 26, 1996 (1)

3.2		Bylaws (1)

31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (2)

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (2)

32.1		Certification of Chief Executive Officer pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (2)

32.2		Certification of Chief Financial Officer pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (2)

(1) Previously filed.

(2) Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 4, 2009	OPTIMUM INTERACTIVE (USA) LTD.

	/s/ Robert M. Rubin
	Robert M. Rubin
	President & CEO

Optimum Interactive (USA) Ltd. 10-Q