SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25


                                               Commission File Number:   0-27481


                           NOTIFICATION OF LATE FILING


  (Check One):   [X] Form 10-K    [ ] Form 11-K   [ ] Form 10-Q   [ ] Form N-SAR
For Period Ended: March 31, 2000
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[ ] Transition Report on Form 10-K           [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F           [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:________________________________________________

      Read attached  instruction  sheet before  preparing form.  Please print or
type.

      Nothing in this form shall be construed to imply that the  Commission  has
verified any information contained herein.

      If the  notification  relates to a portion of the  filing  checked  above,
identify the Item(s) to which the  notification  relates:  Annual Report on Form
10-KSB.

                         PART I. REGISTRANT INFORMATION

Full name of registrant  USA Digital, Inc.
                       -------------------
Former name if applicable
Address of principal executive office (Street and number)
100 West Lucerne Circle, Suite 600
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City, State and Zip Code Orlando, Florida 32801
                        -----------------------

                        PART II. RULE 12b-25 (b) AND (c)

      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

     [X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

     [X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K,  20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the 15th calendar day following the  prescribed  due date; or the subject
quarterly  report or transition  report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date; and

     [ ] (c) The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c) has been attached if applicable.

<PAGE>

                               PART III. NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or transition  report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

     The  Registrant  has  encountered  unanticipated  delays in  compiling  and
consolidating  the  financial  information  from its  subsidiaries  necessary to
complete the audited financial statements for its Annual Report on Form 10-KSB.

     As a result of the foregoing  unusual  circumstances and in the interest of
full and accurate  disclosure to the Commission and to current  stockholders and
to avoid  incurring  unreasonable  effort or expense,  the  Registrant  requires
additional  time to prepare its Form 10_KSB filing.  The Registrant  anticipates
that the filing will be made as required under Rule 12b-25(b)(2)(ii).

                           PART IV. OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification
      Mark D. Cobb, President                          (813)  230-9100
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               (Name)                             (Area code) (Telephone number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
                                                                  [X] Yes [ ] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
                                                                  [ ] Yes [X] No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

<PAGE>

                                USA Digital, Inc.
     ----------------------------------------------------------------------
                  (Name of Registrant as specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

                                            USA DIGITAL, INC.



Date:  June 29, 2000                        By:  /s/  Mark D. Cobb
     ---------------                             -------------------------
                                                 Mark D. Cobb
                                                 President

     INSTRUCTION:  The  form  may  be  signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.


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                                   ATTENTION
INTENTIONAL  MISSTATEMENTS  OR OMISSIONS  OF FACT  CONSTITUTE  FEDERAL  CRIMINAL
                        VIOLATIONS (SEE 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of Regulation  S-T  (ss.232.201  or ss.232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (ss.232.13(b) of this chapter).