UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2008
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	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 Employer Identification No.)

25 Highland Boulevard, Dix Hills, NY, 11746

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(516) 443-0466

Securities Registered pursuant to Section 12(b) of the Act:

None

Securities Registered pursuant to Section 12(g) of the Act:

Common stock par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 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 such filing requirements for the past 90 days.  

Yes  x      No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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

(Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  x     No  ¨

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $1,046,437.50 as of June 30, 2008.

Number of outstanding shares of the registrant's par value $0.0001 common stock, as of May 28, 2009: 9,301,100

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

Optimum Interactive (USA) Ltd.  (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was originally filed with the Securities and Exchange Commission (“SEC”) on April 14, 2009 (the “Original Form 10-K”), to amend and restate certain disclosures as requested by the SEC in their letter of comment dated as of April 30, 2009, in their entirety.  

This Form 10-K/A includes new certifications as exhibits 31.1, 31.2, 32.1 and 32.2 by our principal executive officer and principal financial officer as required by Rules 12b-15 and 13a-14 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except for the amended disclosures set forth below, the information in this Form 10-K/A has not been updated to reflect events that occurred after April 14, 2009, the filing date of our Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-K, including any amendments to those filings. The following sections have been amended, without limitation:

Part II - Item 8: Financial Statements and Supplementary Data - Report of Independent Registered Public Accounting Firm.

Part II - Item 9: Changes and Disagreements With Accountants on Accounting and Financial Disclosure.

Part II - Item 9A(T.): Controls and Procedures.

Exhibits 31.1 and 31.2.

Except as set forth above, all other information in the Company’s Original Form 10-K remains unchanged. The Company has re-filed the entire Form 10-K in order to provide more convenient access to the corrected information in context.

OPTIMUM INTERACTIVE (USA) LTD.

FORM 10-K

INDEX

		Page
PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	1
Item 1B.	Unresolved Staff Comments.	1
Item 2.	Properties.	1
Item 3.	Legal Proceedings.	2
Item 4.	Submission of Matters to a Vote of Security Holders.	2
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2
Item 6.	Selected Financial Data.	3
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	4
Item 8.	Financial Statements and Supplementary Data.	5
Item 9.	Changes and Disagreements With Accountants on Accounting and Financial Disclosure.	14
Item 9A.	Controls and Procedures.	14
Item 9B.	Other Information.	15
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	15
Item 11.	Executive Compensation.	16
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	17
Item 14.	Principal Accounting Fees and Services.	17
Item 15.	Exhibits, Financial Statement Schedules.	18
	Signatures	20

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, 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 Annual Report on Form 10-K.  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.  BUSINESS

Our company, Optimum Interactive (USA) Ltd, is a development stage company, that was incorporated on May 20, 1996 under the laws of the State of Delaware. Our business plan was to develop educational software for the PC market with the intent to develop and market educational products and related proprietary content dedicated to making learning effective and engaging. Our plan was to focus on products to help toddlers through 4th graders learn age and skill appropriate subject matter.

We were unable to raise enough capital to finance the research and development of our educational software. After other efforts to develop the business failed, all efforts were abandoned in December 2004.  We have never engaged in an active trade or business and have never been able to move beyond the development stage.

We then began to consider and investigate potential business opportunities. We are considered a development stage company and our principal business purpose has since January 2005 been to locate and consummate a merger or acquisition with a private entity. Because we have virtually no assets and no recent operating history, in the event we do successfully acquire or merge with an operating business opportunity, it is likely that our present shareholders will experience substantial dilution and that there will be a change in control of our company.

We voluntarily filed a registration statement on Form 10-SB on October 26, 2005 in order to make information concerning our company more readily available to the public. Our management in place at the time believed that being a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide a prospective acquisition candidate with additional information concerning our company. In addition, management believed that this might make us more attractive to an operating business opportunity as a potential acquisition candidate. The registration statement became effective in early 2006, and we are now obligated to file with the Commission certain interim and periodic reports including this annual report containing audited financial statements.

Our principal executive offices are located at 25 Highland Boulevard, Dix Hills, NY 11746.

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. We have no recent operating history and cannot assure you that we will be able to carry on future business activities successfully.

As is discussed further under “Plan of Operations,” we have entered into an agreement to acquire Diamond Decisions, Inc., a company operating in the fashion apparel industry.  If we complete the acquisition of Diamond Decisions, Inc., its business will become our business.  We cannot assure you that we will complete the acquisition of Diamond Decisions, Inc.

ITEM 1A.  RISK FACTORS

Not applicable.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

(a) Real Estate:  None.

1

(b) Property and Equipment:  None.

The Company's principal place of business is 25 Highland Boulevard, Dix Hills, NY, 11746. An affiliate of our major shareholder provides office space in a property free of charge. It is contemplated that at such future time as an acquisition or merger transaction may be completed, we will secure our own commercial office space from which we will conduct our business.

ITEM 3.  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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of securities holders for the year ending December 31, 2008.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information.

The Company's shares of common stock are currently quoted on the Over-the-Counter Bulletin Board (“OTC BB”) under the symbol “OTMI.OB”.

Set forth below are the range of high and low bid quotations for the periods indicated as reported by the Nasdaq Stock Market. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

Fiscal 2007	High		Low
1st Quarter - January 1, 2007 through March 31, 2007	$	0.75	$	0.75
2nd Quarter - April 1, 2007 through June 30, 2007	$	0.75	$	0.75
3rd Quarter - July 1, 2007 through September 30, 2007	$	0.75	$	0.75
4th Quarter - October 1, 2007 through December 31, 2007	$	0.75	$	0.75
Fiscal 2008	High		Low
1st Quarter - January 1, 2008 through March 26, 2008	$	0.75	$	0.75
2nd Quarter - April 1, 2008 through June 30, 2008	$	0.75	$	0.75
3rd Quarter - July 1, 2008 through September 30, 2008	$	0.75	$	0.75
4th Quarter - October 1, 2008 through December 31, 2008	$	0.75	$	0.75
Fiscal 2009	High		Low
1st Quarter - January 1, 2009 through March 31, 2009	$	0.75	$	0.75

Holders.

As of March 31, 2009, there were 63 holders of record of our common stock and we had 9,301,100 shares of our common stock issued and outstanding.  Our transfer agent is Island Stock Transfer, 100 First Avenue South, Suite 212, St. Petersburg, FL 33701.

2

Dividends.

We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.

Securities authorized for issuance under equity compensation plans.

None.

Recent Sales of Unregistered Securities.

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

We did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2008.

ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.  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.

3

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 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

4

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

OPTIMUM INTERACTIVE (USA) LTD.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets – December 31, 2008 and December 31, 2007	F-2
Statements of Operations – For the years ended December 31, 2008 and 2007 with Cumulative Total from Inception to December 31, 2007	F-3
Statements of Cash Flows – For the years ended December 31, 2008 and 2007 with Cumulative Total from Inception to December 31, 2008	F-4
Statement of Stockholders’ Equity – For year ended December 31, 2008	F-5
Notes to Consolidated Financial Statements	F-6

5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE DIRECTORS AND STOCKHOLDERS OF OPTIMUM INTERACTIVE (USA) LTD.

We have audited the accompanying balance sheets of Optimum Interactive (USA) Ltd. (A Development Stage Company) ("the Company") as of December 31, 2008 and 2007, and the related statements of operations, changes in stockholders' equity and cash flows for the years ended December 31, 2008 and 2007 and for the period from inception to December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Optimum Interactive (USA) Ltd at December 31, 2008 and 2007, and the related results of their operations and cash flows for the years ended December 31, 2008 and 2007 and for the period from inception to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company incurred a net loss of $11,532, and $17,714 during the years ended December 31, 2008 and 2007, respectively, and, as of December 31, 2008, the Company's liabilities exceeded its assets by $35,390. These factors, among others, including the Company's ability to generate revenue, as discussed in Note 1 to the financial statements, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ John A. Braden & Company PC

John A. Braden & Company PC

Houston, Texas

March 25, 2009

F-1

OPTIMUM INTERACTIVE (USA) LTD

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

As of December 31, 2008 and December 31, 2007

	December 31,			December 31,
ASSETS	2008			2007
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	$	24,455		$	19,529
Interest payable		0			0
Advances from shareholders		14,300			7,694
Total current liabilities		38,755			19,529
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		(368,286	)		(356,754	)
Total stockholders’ equity		(35,390	)		(23,858	)
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 Years Ended December 31, 2008 and 2007

							Cumulative
							Total from
							Inception to
	December 31,			December 31,			December 31,
	2008			2007			2008
REVENUES	$	0		$	0		$	0
COST OF SALES		0			0			0
		0			0			0
Operating expenses:
Accounting fees		11,532			17,031			49,177
Sales, general and administrative expenses		0			0			4,660
Other operating expenses		0			166			310,304
Operating income (loss)		(11,532	)		(17,197	)		(364,141	)
Other income (expense):
Interest income		0			0			0
Interest expense		0			(517	)		(4,145	)
Other income (expense)		0			0			0
Total other income (expense)		0			(517	)		(4,145	)
Loss before income tax		(11,532	)		(17,714	)		(368,286	)
Income tax		0			0			0
Loss attributable to common stockholders	$	(11,532	)	$	(17,714	)	$	(368,286	)
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 CASH FLOWS

For the Years Ended December 31, 2008 and 2007

							Cumulative
							Total from
							Inception to
	Year Ended						December 31,
	2008			2007			2008
Cash flows from operating activities:
Net loss	$	(11,532	)	$	(17,714	)	$	(368,286	)
Adjustments to reconcile net loss to net cash used in operating activities:
Forgiveness of prior accruals		0			4,145			4,145
Increase (decrease) in interest payable		0			(3,628	)		0
Increase (decrease) in accounts payable and accrued liabilities		4,926			9,503			24,455
Net cash used in operating activities		(6,606	)		(7,694	)		(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		6,606			10,694			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		6,606			10,694			343,051
Increase (decrease) in cash and cash equivalents	$	0		$	3,000		$	3,365
Cash and cash equivalents, beginning of period		3,365			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-4

OPTIMUM INTERACTIVE (USA) LTD

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Period from Inception through December 31, 2008

					Additional		Deficit
	Common Stock				Paid-In		Accumulated during
	Shares ( 000’s)		Amount		Capital		development stage			Total
Balance May 20, 1996  *		0	$	0	$	0	$	0		$	0
Initial capital contribution *		9,000		9,000		134,201		(0	)		143,201
Stock issued in private placement, net of offering costs  *		301		301		150,249		(0	)		150,550
Loss  *		-		0		0		(293,751	)		(293,751	)
Balance December 31, 1996 *		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss  *		-		-		-		(0	)		(0	)
Balance December 31, 1997 *		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss  *		-		-		-		(0	)		(0	)
Balance December 31, 1998 *		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss  *		-		-		-		(0	)		(0	)
Balance December 31, 1999 *		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss  *		-		-		-		(0	)		(0	)
Balance December 31, 2000 *		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss		-		-		-		(0	)		(0	)
Balance December 31, 2001		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss		-		-		-		(0	)		(0	)
Balance December 31, 2002		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss		-		-		-		(0	)		(0	)
Balance December 31, 2003		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss		-		-		-		(0	)		(0	)
Balance December 31, 2004		9,301	$	9,301	$	284,450		(293,751	)	$	0
Loss		-		-		-		(19,250	)	$	(19,250	)
Balance December 31, 2005		9,301	$	9,301	$	284,450	$	(313,001	)	$	(19,250	)
Loss		-		-		-		(26,039	)	$	(26,039	)
Balance December 31, 2006		9,301	$	9,301	$	284,450	$	(339,040	)	$	(45,289	)
Loss……………………………….		-		-		-		(17,714	)	$	(17,714	)
Forgiveness of related party debt		-		-		39,145				$	39,145
Balance December 31, 2007		9,301	$	9,301	$	331,966	$	(356,754	)	$	(23,858	)
Loss……………………………….		-		-		-		(11,,532	)	$	(11,532	)
Balance December 31, 2008		9,301	$	9,301	$	331,966	$	(368,286	)	$	(35,390	)

* yearly changes unaudited

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

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 December 31, 2008.  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.

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.

F-6

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 December 31, 2008, 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 December 31, 2008 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 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL  DISCLOSURE

On December 1, 2008, the Board of Directors of 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 independent registered public accountants for the fiscal year ended December 31, 2008.

GLO issued its auditors’ report on the financial statements for the years ended December 31, 2007 and 2006 which included an explanatory paragraph as to the Company’s ability to continue as a going concern.

Other than the going concern uncertainty described above, GLO’s auditors reports on the financial statements of the Company for the fiscal years ended December 31, 2007 and 2006 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December 31, 2007 and 2006 and through December 1, 2008, there have been no disagreements with GLO (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GLO, would have caused them to make reference thereto in their report on financial statements for such years.

During the fiscal years ended December 31, 2007 and 2006 and through December 1, 2008, there were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.

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:

1.           The application of accounting principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither was a written report provided to us nor was 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

2.           Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.

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.  The requested letter, dated May 29, 2009, is attached as Exhibit 16.1 to the Company’s Current Report on Form 8-K which was filed with the SEC on May 29, 2009.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended December 31, 2008 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of December 31, 2008.

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.

Management’s Annual 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 year ended December 31, 2008. 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.

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This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Commission that permit us to provide only management’s report in this annual report.

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 December 31, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following sets forth the name, age, and position of the executive officers and directors of the Company.

Name	Age	Capacity	Position Held Since
Robert M. Rubin	69	President, CEO, CFO and Director	February 2007
Daniel Wainstein	29	Secretary and Director	February 2007
Barry Pomerantz	66	Directors	February 2007

Robert M. Rubin. Mr. Rubin has served as our president, chief executive officer, chief financial officer and director since February, 2007. Mr. Rubin has served as a director of Solar Thin Films, Inc. (then known as American United Global, Inc.) since May 1991, and was its chief executive officer from May 1991 to January 1, 1994. Between October 1990 and January 1, 1994, Mr. Rubin served as the chairman of the board and chief executive officer of Solar Thin Films and its subsidiaries; from January 1, 1994 to January 19, 1996, he served only as chairman of the board of Solar Thin Films and its subsidiaries. From January 19, 1996 until June 2006, Mr. Rubin served as chairman of the board, president and chief executive officer of Solar Thin Films. While Mr. Rubin resigned as chairman in June 2006 and as an executive officer in October 2006, he continues to serve as a director and consultant of Solar Thin Films. Mr. Rubin was the founder, president, chief executive officer and a director of Superior Care, Inc. ("SCI") from its inception in 1976 until May 1986, when Mr. resigned as an executive officer. Mr. Rubin continued as a director of SCI until the latter part of 1987 In 1993, SCI was sold to Olsten Corporation (NYSE).  Mr. Rubin served as the chairman of the board of directors of Western Power & Equipment Corp. from November 20, 1992 to August 1, 1998. Mr. Rubin is also a director of Med-Emerg, Inc.

Daniel Wainstein.  Mr Wainstein has served as our secretary and a director since February 2007.  From March 2004 until present Mr. Wainstein has been the managing partner of Marjorie Group, a New York based consulting firm whose practice is focused in the identification of low risk and under-valued private investment opportunities. The Marjorie Group specializes in advising on corporate transactions. From August 2001 to March 2004, Mr. Wainstein served as executive vice president for Private Capital Group, an advisory service engaged in structuring multiple strategic relationships between individual but complimentary business segments.  Mr. Wainstein has been actively engaged in business consulting activities for eight years, which includes his active participation in the management of two mortgage operations.  Mr. Wainstein was graduated from Hofstra University in 2001 with a degree concentrated in Business Management. Mr. Wainstein received his Juris Doctorate from Hofstra University School of Law in May 2006.

Barry Pomerantz.  Mr. Pomerantz has served as a director of ours since February 2007.  Mr. Pomerantz has over 35 years of experience within the financial community. During that time, he has represented over a hundred companies in the areas of initial public offerings, mergers, private placements and financial consulting. From 1978-1983 Mr. Pomerantz was president of a registered broker-dealer and from 1983-1989 he was president and chairman of the board of a public venture capital company.  Since then he has been an independent advisor to numerous companies. He graduated from New York University in 1964 with a BS degree

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All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We do not compensate our directors for service on our board of directors. As of the date hereof, no director has accrued any expenses or compensation. Officers are appointed annually by our board of directors and each executive officer serves at the discretion of our board of directors. We do not have any standing committees at this time, nor do we have an audit committee financial expert.

There are no family relationships among our officers and directors.

No director, officer, affiliate or promoter of our company has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, nor is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of equity securities of our company with the Securities and Exchange Commission. Officers, directors and greater-than 10% shareholders are required by the Securities and Exchange Commission regulation to furnish us with copies of all Section 16(a) reports that they file.  To date, we have received no such reports from our present officers and directors.

ITEM 11. EXECUTIVE COMPENSATION

Some of our officers and directors will not devote more than a portion of their time to our affairs. There will be occasions when the time requirements of our business conflict with the demands of their other business and investment activities. Such conflict may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.

We do not have a bonus, profit sharing, or deferred compensation plan for the benefit of its employees, officers or directors. We have not paid any other salaries or other compensation above $100,000 to our officers, directors or employees since inception. Further, we have not entered into an employment agreement with any of our officers, directors or any other persons and no such agreements are anticipated in the immediate future. It is intended that our directors will defer any further compensation until such time as an acquisition can be accomplished and will strive to have the business opportunity provide their remuneration. We have not accrued any officer compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, as of the date hereof, with respect to the beneficial ownership of our common stock by each: (i) holder of more than five percent (5%) of the outstanding shares of our common stock; (ii) our officers and directors; and (iii) all our officers and directors as a group.  Our outstanding voting securities at the close of business on March 31, 2009 consisted of 9,301,100 shares of common stock, each of which is entitled to one vote on all matters to be presented to shareholders. The shares of our common stock do not entitle their holders to cumulative voting rights.  Unless otherwise indicated, the address of each of the named persons is care of Optimum Interactive (USA) Ltd., at 25 Highland Boulevard, Dix Hills, NY, 11746.

Name and Address	Shares Beneficially Owned (1)		Percentage Beneficially Owned
Robert M. Rubin (2)		7,905,850		84.9	%
Daniel Wainstein		0		- - -
Barry Pomerantz		0		- - -
25 Highland Partners, LLC (2)		7,905,850		84.9	%
All officers and directors as a group (3 persons) (2)		7,905,850		84.9	%

(1)           Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of the Company’s common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within 60 days from the date on which beneficial ownership is to be determined, upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such person (but not those held by any other person) and which are exercisable within such 60 day period, have been exercised.

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(2)           25 Highland Partners, LLC (“Highland”) is the registered holder of the above referenced shares of our common stock.  The manager of Highland is Highland Global Partners, Inc.  The sole officer and director of Highland Global Partners, Inc. is Robert M. Rubin, who is thus the beneficial owner of the shares of our common stock held by Highland.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We have not entered into any material transactions with any director, executive officer, and nominee for director, beneficial owner of five percent or more of our common stock, or family members of such persons. Also, we have not had any transactions with any promoter.

Conflicts of Interest

 Certain potential conflicts of interest are inherent in the relationships between our officers and directors of and us.

Conflicts Relating to Officers and Directors  

 To date, we do not believe that there are any conflicts of interest involving our officers or directors.

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by GLO CPA’s LLLP, our former auditors during the fiscal years ended December 31, 2008 and 2007 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

	Dec. 31, 2008		Dec. 31, 2007
(i)    Audit Fees	$	11,512	$	17,031
(ii)   Audit Related Fees
(iii)  Tax Fees
(iv)   All Other Fees
Total fees	$	11,512	$	17,031

AUDIT FEES. Consists of fees billed for professional services rendered for the audit of Optimum Interactive (USA) Ltd's consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services by GLO CPA’s LLLP.

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AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Optimum Interactive (USA) Ltd's consolidated financial statements and are not reported under "Audit Fees". There were no Audit-Related services provided in fiscal 2008 or 2007.

TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. There were no tax services provided in fiscal 2008 or 2007.

ALL OTHER FEES. Consists of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2008 or 2007.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

We currently do not have an audit committee.  Accordingly, our board of directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors.  These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to our board of directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Schedules

1. Financial Statements

The following financial statements are filed as part of this report under Item 8 of Part II “Financial Statements and Supplementary Data:

A.           Balance Sheets as of December 31, 2008 and 2007.

B. Statements of Operations for the years ended of December 31, 2008 and 2007 with Cumulative Total from Inception to December 31, 2007.

C.           Statements of Cash Flows as of December 31, 2008 and 2007 with Cumulative Total from Inception to December 31, 2007.

D. Statements of Stockholders’ Deficit for the years ended of December 31, 2008.

2. Financial Statement Schedules

Financial statement schedules not included herein have been omitted because they are either not required, not applicable, or the information is otherwise included herein.

(b) Exhibits.

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)

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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.

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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.

	OPTIMUM INTERACTIVE (USA) LTD.
Date: May 29, 2009	By:	/s/ Robert M. Rubin
		Robert M. Rubin
		President, CEO and CFO
		(Principal Executive Officer and Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert M. Rubin	President, CEO, CFO and Director	May 29, 2009
Robert M. Rubin
	Secretary and Director
Daniel Wainstein
/s/ Barry Pomerantz	Director	May 29, 2009
Barry Pomerantz

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