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

                       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, 2000



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


    NEVADA                          000-27481                   59-3560920
(State or other                    (Commission                 (IRS Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)


              100 WEST LUCERNE CIRCLE, SUITE 600, ORLANDO, FL 32801
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code: (813) 230-9100


                                 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,   Weinberg  &  Company,   P.A.
("Weinberg") as of May 3, 2000.

         During the two most  recent  fiscal  years ended March 31, 2000 and the
subsequent  interim period through May 3, 2000, 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 Weinberg on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements,  if not resolved to  Weinberg'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  Weinberg with a copy of this Report,  and
has requested that Weinberg  furnish the Registrant  with a letter  addressed to
the  Commission  stating  whether  it  agrees  with the  statements  made by the
Registrant. Such letter is attached as an exhibit to this Report.

         The  Registrant  has  engaged  Ernst  &  Young  LLP  as  its  principal
accountant commencing on May 3, 2000.

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.








<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 3, 2000


                                       -2-
<PAGE>
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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, 2000

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

    NEVADA                          000-27481                   59-3560920
(State or other                    (Commission                 (IRS Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)

              100 WEST LUCERNE CIRCLE, SUITE 600, ORLANDO, FL 32801
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code: (813) 230-9100

                                 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,   Weinberg  &  Company,   P.A.
("Weinberg") as of May 3, 2000.

         During the two most  recent  fiscal  years ended March 31, 2000 and the
subsequent  interim period through May 3, 2000, 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 Weinberg on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements,  if not resolved to  Weinberg'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  Weinberg with a copy of this Report,  and
has requested that Weinberg  furnish the Registrant  with a letter  addressed to
the  Commission  stating  whether  it  agrees  with the  statements  made by the
Registrant. Such letter is attached as an exhibit to this Report.

         The  Registrant  has  engaged  Ernst  &  Young  LLP  as  its  principal
accountant commencing on May 3, 2000.

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.
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 3, 2000

                                       -2-