SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                               -------------------

                                    FORM 8-K

                                 Current Report

                     Pursuant To Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): February 2, 2001

                           USA Video Interactive Corp.
             (Exact Name of Registrant as Specified in its Charter)

                                     Wyoming
                 (State or Other Jurisdiction of Incorporation)

           0-29651                                       06-1576391
   (Commission File Number)                  (IRS Employer Identification No.)

                   70 Essex Street, Mystic, Connecticut 06355
          (Address of Principal Executive Offices, Including Zip Code)

                                 (800) 625-2200
              (Registrant's Telephone Number, Including Area Code)



ITEM 4. Changes in Registrant's Certifying Accountant

     On February 2, 2001,  the audit  committee of the Board of Directors of USA
Video  Interactive  Corp. (the  "Company")  approved the engagement of Goldstein
Golub  Kessler  LLP as the  Company's  independent  auditors  for the year ended
December   31,   2000,   to   replace   Amisano Hanson   Chartered   Accountants
("Amisano Hanson").   Amisano Hanson   resigned  as  auditors  of  the  Company,
effective February 2, 2001.

     The  reports of  Amisano Hanson  on the  Company's  consolidated  financial
statements  as of and for the years  ended  December  31,  1998 and 1999 did not
contain an adverse  opinion or  disclaimer  of opinion and were not qualified or
modified as to uncertainty,  audit scope, or accounting principles,  except that
the reports were modified to include a paragraph regarding the Company's ability
to continue as a going concern.  In connection  with the audits of the Company's
consolidated  financial statements for each of the years ended December 31, 1998
and December 31, 1999,  and in the subsequent  period through  February 2, 2001,
there were no  disagreements  with  Amisano Hanson  on any matters of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedures,  which if not resolved to the satisfaction of  Amisano Hanson  would
have caused  Amisano Hanson  to make  reference  to the matter in their  report.
During the years ended December 31, 1998 and 1999, and in the subsequent  period
through  February  2,  2001,  there  were no  reportable  events as  defined  in
paragraphs (A) through (D) of Regulation S-K Item 304(a)(1)(v).  The Company has
requested that  Amisano Hanson  furnish it a letter  addressed to the Commission
stating  whether it agrees  with the above  statements.  A copy of that  letter,
dated February 2, 2001, is filed as Exhibit 16.1 to this Form 8-K.

     During the  Company's  two fiscal  years  ended  December  31, 1999 and the
period  subsequent  to such date and prior to engaging  Goldstein  Golub Kessler
LLP, the Company has not consulted  Goldstein  Golub Kessler LLP with respect to
any of the matters described in Regulation S-K Item 304(a)(2)(i) or (ii).

ITEM 7. Financial Statements and Exhibits

    (a) Exhibits

        16.1 Letter of  Amisano Hanson  Chartered  Accountants dated February 2,
        2001,  regarding  the  disclosure  contained in Item 4 of this report on
        Form 8-K.


                                     - 2 -


                                   SIGNATURES

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

Dated: February 2, 2001                  USA Video Interactive Corp.
                                         (Registrant)



                                         By:  /s/ Anton J. Drescher
                                         ---------------------------------------
                                         Anton J. Drescher
                                         Chief Financial Officer


                                     - 3 -


                                  EXHIBIT INDEX
                                  -------------

     Number      Description
     ------      -----------

     16.1        Letter from Amisano Hanson  Chartered Accountants regarding the
                 disclosure in Item 4 of this report on Form 8-K


                                     - 4 -