USA DIGITAL INC
NT 10-Q, 2000-11-14
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                             Commission File Number:     0-27481

                           NOTIFICATION OF LATE FILING

      (Check One): [ ] Form 10-K  [ ] Form 11-K  [X] Form 10-Q    [ ] Form N-SAR
For Period Ended: September 30, 2000

[ ] 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: .

                         PART I. REGISTRANT INFORMATION

Full name of registrant:  USA Digital, Inc.
                       ---------------------------------------------------------
Former name if applicable
Address of principal executive office:   100 West Lucerne Circle, Suite 600
                                      ------------------------------------------
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 box if appropriate.)

       |     (a) The reasons  described in reasonable detail in Part III of this
       |     form  could  not  be  eliminated  without  unreasonable  effort  or
       |     expense;
       |
       |     (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
 [X]   |     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 financial statements for its Quarterly Report on Form 10-QSB.

      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-QSB 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)              221-8373
--------------------------------------------------------------------------------
               (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:  November 14, 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.


================================================================================
                                   ATTENTION
           Intentional misstatements or omissions of fact constitute
                Federal Criminal Violations (See 18 U.S.C. 1001).
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