================================================================================


                       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): October 15, 2001

                                USA Digital, Inc.
               (Exact name of registrant as specified in charter)


<TABLE>
<CAPTION>


<S>                                       <C>                <C>

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

</TABLE>


           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>




ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS

         On October 15, 2001 (the "Closing Date"), USA Digital, Inc. ("USA
Digital") completed its acquisition of Avix Telecom Solutions, Inc. ("Avix"), a
technology solutions provider to the communications industry. Pursuant to the
terms of the Agreement and Plan of Reorganization dated September 19, 2001 (the
"Agreement"), USA Digital, through its wholly-owned subsidiary USA Digital
Acquisition, Inc. (the "Subsidiary"), acquired 100% of the common stock of Avix
from the three shareholders of Avix (the "Avix Shareholders"). In return, the
Avix Shareholders received the following stock consideration:

o        an aggregate of one million (1,000,000) shares of USA Digital common
         stock, par value $.001 per share (the "Common Stock");

o        the opportunity to earn up to an aggregate of three million (3,000,000)
         shares of Common Stock (the "Contingent Stock Consideration"), which
         shall be held in escrow by USA Digital and shall be payable to the Avix
         Shareholders only if and to the extent that the Subsidiary, which will
         operate the business formerly conducted by Avix, achieves: (a) net
         profit of at least three million six hundred thousand dollars
         ($3,600,000) in the first year following the Closing Date, in which
         event up to one million five hundred thousand (1,500,000) shares
         of the Contingent Stock Consideration shall be released to the Avix
         Shareholders based on a sliding scale pursuant to which all of such
         Contingent Stock Consideration shall be released if the net profit for
         such year meets or exceeds five million seven hundred sixty thousand
         dollars ($5,760,000); and/or (b) net profit of at least fourteen
         million four hundred thousand dollars ($14,400,000) in the second year
         following the Closing Date, in which event up to the remaining one
         million five hundred thousand (1,500,000) shares of the Contingent
         Stock Consideration shall be released to the Avix Shareholders based on
         a sliding scale pursuant to which all of such Contingent Stock
         Consideration shall be released if the net profit for such year meets
         or exceeds twenty-three million forty thousand dollars ($23,040,000);

o        fully vested options to acquire up to an aggregate of one hundred
         thousand (100,000) shares of Common Stock at an exercise price of one
         dollar ($1.00) per share, exercisable in full or in part during the
         period beginning on the Closing Date and ending on the fourth
         anniversary date of the Closing Date (the "Vested Options"); and

o        the opportunity to earn options to acquire up to an aggregate of
         three hundred thousand (300,000) shares of Common Stock at an exercise
         price of one dollar ($1.00) per share, exercisable in full or in part
         during the period from the Closing Date until the fourth anniversary
         date of the Closing Date (the "Contingent Options") which shall vest
         only if and to the extent that the Subsidiary achieves: (a) net profit
         of at least three million six hundred thousand dollars ($3,600,000) in
         the first year following the Closing Date, in which event options to
         acquire up to one hundred fifty thousand (150,000) shares of Common
         Stock shall vest based on a sliding scale pursuant to which all of such
         Contingent Options shall vest if the net profit for such year meets or
         exceeds five million seven hundred sixty thousand dollars ($5,760,000);
         and/or (b) net profit of at least fourteen million four hundred
         thousand dollars ($14,400,000) in the second year following the Closing
         Date, in which event options to acquire up to the remaining one hundred
         fifty thousand (150,000) shares of Common Stock shall vest based on a


<PAGE>

         sliding scale pursuant to which all of such Contingent Options shall
         vest if the net profit for such year meets or exceeds twenty-three
         million forty thousand dollars ($23,040,000).

         All of the Contingent Stock Consideration shall be immediately released
to the Avix Shareholders and all of the Contingent Options shall immediately
vest in the event that there is a change of corporate control of USA Digital or
the Subsidiary prior to the second anniversary of the Closing Date. The Avix
Shareholders also have the ability to make up any shortfalls in the Subsidiary's
net profit occurring in the first year after the Closing Date by exceeding the
targets set forth for the second year after the Closing Date. In such event, the
Avix Shareholders shall receive some or all of the remaining Contingent Stock
Consideration which is subject to award in the first year and the Contingent
Options which might have vested in the first year.

         Pursuant to the Agreement, the Avix Shareholders also received cash in
the aggregate amount of five hundred thousand dollars ($500,000) (the "Cash
Consideration") with thirty thousand dollars ($30,000) paid to the Avix
Shareholders on the Closing Date and the balance to be paid by a promissory note
bearing seven percent (7%) per annum due on the first anniversary of the Closing
Date.

         In addition, in connection with the closing, USA Digital has entered
into employment contracts with Joseph L. Morgan, Armand Marino and Byron K.
Gregg.

         USA Digital has commenced doing business using the fictitious name
"Avix Technologies, Inc.," intends to change its legal name to Avix
Technologies, Inc. and will seek to obtain the written consent of its
shareholders to effect the change.

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

         The financial statements and pro forma financial information required
by this Item 7 (a) and (b) are not included herein but will be filed by
amendment not later than 60 days after the date that this report is filed.

                  (c)      The following Exhibits are filed as part of this
                           report:

                  EXHIBIT NO.:

                  (10.15)      Agreement and Plan of Reorganization dated
                               September 19, 2001 by and among USA Digital,
                               Inc., USA Digital Acquisition, Inc., Avix Telecom
                               Solutions, Inc. and Joseph L. Morgan

                  (10.16)      Employment Agreement by and among the Company and
                               Joseph L. Morgan

                  (10.17)      Employment Agreement by and among the Company and
                               Armand Marino

                  (10.18)      Employment Agreement by and among the Company and
                               Byron K. Gregg


<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/ Mark D. Cobb
                             ------------------------------------------------
                             Mark D. Cobb, President and Chief Operating Officer

Date:  October 30, 2001
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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): October 15, 2001

                                USA Digital, Inc.
               (Exact name of registrant as specified in charter)
NEVADA                         000-27375                     59-3560920
(State or other jurisdiction of           (Commission        (IRS Employer Identification
        incorporation)                     File Number)                    No.)
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)

================================================================================
ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS

         On October 15, 2001 (the "Closing Date"), USA Digital, Inc. ("USA
Digital") completed its acquisition of Avix Telecom Solutions, Inc. ("Avix"), a
technology solutions provider to the communications industry. Pursuant to the
terms of the Agreement and Plan of Reorganization dated September 19, 2001 (the
"Agreement"), USA Digital, through its wholly-owned subsidiary USA Digital
Acquisition, Inc. (the "Subsidiary"), acquired 100% of the common stock of Avix
from the three shareholders of Avix (the "Avix Shareholders"). In return, the
Avix Shareholders received the following stock consideration:

o        an aggregate of one million (1,000,000) shares of USA Digital common
         stock, par value $.001 per share (the "Common Stock");

o        the opportunity to earn up to an aggregate of three million (3,000,000)
         shares of Common Stock (the "Contingent Stock Consideration"), which
         shall be held in escrow by USA Digital and shall be payable to the Avix
         Shareholders only if and to the extent that the Subsidiary, which will
         operate the business formerly conducted by Avix, achieves: (a) net
         profit of at least three million six hundred thousand dollars
         ($3,600,000) in the first year following the Closing Date, in which
         event up to one million five hundred thousand (1,500,000) shares
         of the Contingent Stock Consideration shall be released to the Avix
         Shareholders based on a sliding scale pursuant to which all of such
         Contingent Stock Consideration shall be released if the net profit for
         such year meets or exceeds five million seven hundred sixty thousand
         dollars ($5,760,000); and/or (b) net profit of at least fourteen
         million four hundred thousand dollars ($14,400,000) in the second year
         following the Closing Date, in which event up to the remaining one
         million five hundred thousand (1,500,000) shares of the Contingent
         Stock Consideration shall be released to the Avix Shareholders based on
         a sliding scale pursuant to which all of such Contingent Stock
         Consideration shall be released if the net profit for such year meets
         or exceeds twenty-three million forty thousand dollars ($23,040,000);

o        fully vested options to acquire up to an aggregate of one hundred
         thousand (100,000) shares of Common Stock at an exercise price of one
         dollar ($1.00) per share, exercisable in full or in part during the
         period beginning on the Closing Date and ending on the fourth
         anniversary date of the Closing Date (the "Vested Options"); and

o        the opportunity to earn options to acquire up to an aggregate of
         three hundred thousand (300,000) shares of Common Stock at an exercise
         price of one dollar ($1.00) per share, exercisable in full or in part
         during the period from the Closing Date until the fourth anniversary
         date of the Closing Date (the "Contingent Options") which shall vest
         only if and to the extent that the Subsidiary achieves: (a) net profit
         of at least three million six hundred thousand dollars ($3,600,000) in
         the first year following the Closing Date, in which event options to
         acquire up to one hundred fifty thousand (150,000) shares of Common
         Stock shall vest based on a sliding scale pursuant to which all of such
         Contingent Options shall vest if the net profit for such year meets or
         exceeds five million seven hundred sixty thousand dollars ($5,760,000);
         and/or (b) net profit of at least fourteen million four hundred
         thousand dollars ($14,400,000) in the second year following the Closing
         Date, in which event options to acquire up to the remaining one hundred
         fifty thousand (150,000) shares of Common Stock shall vest based on a
sliding scale pursuant to which all of such Contingent Options shall
         vest if the net profit for such year meets or exceeds twenty-three
         million forty thousand dollars ($23,040,000).

         All of the Contingent Stock Consideration shall be immediately released
to the Avix Shareholders and all of the Contingent Options shall immediately
vest in the event that there is a change of corporate control of USA Digital or
the Subsidiary prior to the second anniversary of the Closing Date. The Avix
Shareholders also have the ability to make up any shortfalls in the Subsidiary's
net profit occurring in the first year after the Closing Date by exceeding the
targets set forth for the second year after the Closing Date. In such event, the
Avix Shareholders shall receive some or all of the remaining Contingent Stock
Consideration which is subject to award in the first year and the Contingent
Options which might have vested in the first year.

         Pursuant to the Agreement, the Avix Shareholders also received cash in
the aggregate amount of five hundred thousand dollars ($500,000) (the "Cash
Consideration") with thirty thousand dollars ($30,000) paid to the Avix
Shareholders on the Closing Date and the balance to be paid by a promissory note
bearing seven percent (7%) per annum due on the first anniversary of the Closing
Date.

         In addition, in connection with the closing, USA Digital has entered
into employment contracts with Joseph L. Morgan, Armand Marino and Byron K.
Gregg.

         USA Digital has commenced doing business using the fictitious name
"Avix Technologies, Inc.," intends to change its legal name to Avix
Technologies, Inc. and will seek to obtain the written consent of its
shareholders to effect the change.

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

         The financial statements and pro forma financial information required
by this Item 7 (a) and (b) are not included herein but will be filed by
amendment not later than 60 days after the date that this report is filed.

                  (c)      The following Exhibits are filed as part of this
                           report:

                  EXHIBIT NO.:

                  (10.15)      Agreement and Plan of Reorganization dated
                               September 19, 2001 by and among USA Digital,
                               Inc., USA Digital Acquisition, Inc., Avix Telecom
                               Solutions, Inc. and Joseph L. Morgan

                  (10.16)      Employment Agreement by and among the Company and
                               Joseph L. Morgan

                  (10.17)      Employment Agreement by and among the Company and
                               Armand Marino

                  (10.18)      Employment Agreement by and among the Company and
                               Byron K. Gregg
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/ Mark D. Cobb
                             ------------------------------------------------
                             Mark D. Cobb, President and Chief Operating Officer

Date:  October 30, 2001