SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 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): May 3, 2001



                                USA DIGITAL, INC.
               (Exact name of registrant as specified in charter)


    NEVADA                          000-27375                     59-3560920
(State or other                    (Commission                  (IRS Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)


           601 SOUTH HARBOUR ISLAND BLVD., SUITE 103, TAMPA, FL 33602
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code: (813) 221-8373


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)



<PAGE>

ITEMS 1 THROUGH 3.  NOT APPLICABLE.

ITEM 4.

         The Board of Directors of USA Digital, Inc. (the  "Registrant") has
declined to reappoint its former accountant, Ernst & Young, LLP ("Ernst &
Young") as of May 3, 2001.

         During the fiscal years ended March 31, 2000 and 2001, and the
subsequent interim period through May 4, 2001, the financial statements of the
Registrant did not contain an adverse opinion or a disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.

         There were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Ernst & Young's
satisfaction, would have caused it to make reference in connection with its
report to the subject matter of the disagreement.

         The Registrant has provided Ernst & Young with a copy of this Report,
and has requested that Ernst & Young furnish the Registrant with a letter
addressed to the Commission stating whether it agrees with the statements made
by the Registrant. Such letter will be filed by amendment as an exhibit to this
Report.

         As of the date of this report, the Registrant has not yet engaged a
firm to serve as its principal accountant.

ITEMS 5 THROUGH 6.  NOT APPLICABLE.

ITEM 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

                  (c)      Exhibits

                   The following Exhibit is filed as part of this report:

             EXHIBIT NO.:

             (16)          Letter re: Change in Certifying Accountant. *

ITEMS 8 THROUGH 9.  NOT APPLICABLE.




* To be filed by amendment.



                                       -1-

<PAGE>


                                   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.


                                USA DIGITAL, INC.


                                By:      /s/ Peter J. Lyons
                                         ---------------------------------------
                                         Peter J. Lyons, Chief Executive Officer


Date:    May 11, 2001



                                       -2-
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 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): May 3, 2001

                                USA DIGITAL, INC.
               (Exact name of registrant as specified in charter)

    NEVADA                          000-27375                     59-3560920
(State or other                    (Commission                  (IRS Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)

           601 SOUTH HARBOUR ISLAND BLVD., SUITE 103, TAMPA, FL 33602
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code: (813) 221-8373

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)
ITEMS 1 THROUGH 3.  NOT APPLICABLE.

ITEM 4.

         The Board of Directors of USA Digital, Inc. (the  "Registrant") has
declined to reappoint its former accountant, Ernst & Young, LLP ("Ernst &
Young") as of May 3, 2001.

         During the fiscal years ended March 31, 2000 and 2001, and the
subsequent interim period through May 4, 2001, the financial statements of the
Registrant did not contain an adverse opinion or a disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.

         There were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Ernst & Young's
satisfaction, would have caused it to make reference in connection with its
report to the subject matter of the disagreement.

         The Registrant has provided Ernst & Young with a copy of this Report,
and has requested that Ernst & Young furnish the Registrant with a letter
addressed to the Commission stating whether it agrees with the statements made
by the Registrant. Such letter will be filed by amendment as an exhibit to this
Report.

         As of the date of this report, the Registrant has not yet engaged a
firm to serve as its principal accountant.

ITEMS 5 THROUGH 6.  NOT APPLICABLE.

ITEM 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

                  (c)      Exhibits

                   The following Exhibit is filed as part of this report:

             EXHIBIT NO.:

             (16)          Letter re: Change in Certifying Accountant. *

ITEMS 8 THROUGH 9.  NOT APPLICABLE.

* To be filed by amendment.

                                       -1-
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.

                                USA DIGITAL, INC.

                                By:      /s/ Peter J. Lyons
                                         ---------------------------------------
                                         Peter J. Lyons, Chief Executive Officer

Date:    May 11, 2001

                                       -2-