_______________________________________________________________ U.S. SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ______________________________ FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ X ] Form 10-KSB [ ] Form 10-QSB For Period Ended: December 31, 1999 SEC File Number: 000-27053 [ ] Transition Report on Form 10-K CUSIP Number: N/A [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR [ ] For the Transition Period Ended: __________________________________________________________________ PART I - REGISTRANT INFORMATION USARADIO.COM, INC. __________________________________________________________________ (Full Name of Registrant) 2290 Springlake Road, Suite 107 __________________________________________________________________ (Address of Principal Executive Office) Dallas, Texas 75234 __________________________________________________________________ (City and State) (Zip Code) __________________________________________________________________ PART II - RULES 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; [ X ] (b) The subject quarterly report on Form 10-KSB will be filed on or before the fifteenth 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. __________________________________________________________________ PART III - NARRATIVE State below in reasonable detail the reasons why the Form 10-KSB could not be filed within the prescribed time period. SEE ATTACHMENT III __________________________________________________________________ PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: J. David Washburn 214 761.4309 (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 been filed? [ ] Yes [ X ] No If answer is no, identify reports: The Registrant was required to file a Current Report on Form 8-K reporting (i) the change in its current fiscal year, (2) the change in certifying accountants and (3) the acquisition of certain assets by merger. This report is being prepared and will be filed by the Registrant prior to the filing of the 10-KSB noted herein. __________________________________________________________________ (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? [ X ] Yes [ ] 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. SEE ATTACHMENT IV(3) USA RADIO.COM, INC. ___________________________________________ (Name of Registrant as specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 31, 2000 By: /s/ MARLIN MADDOUX --------------------------- Name: Marlin Maddoux ------------------------- Title: President and CEO ------------------------ ATTENTION Intentional misstatements or omissions constitute Federal Criminal Violations (see 18 U.S.C. 1001). ATTACHMENT III TO NOTIFICATION OF LATE FILING OF FORM 10-KSB FOR FISCAL YEAR ENDED DECEMBER 31, 1999 The Registrant was unable to file on March 30, 2000, its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999 ("Form 10-KSB") because the Registrant is awaiting information from various third parties which would enable it to properly and accurately complete the Form 10-KSB. ATTACHMENT IV(3) TO NOTIFICATION OF LATE FILING OF FORM 10-KSB FOR FISCAL YEAR ENDED DECEMBER 31, 1999 For the year ended December 31, 1999, the Registrant recorded a net loss of approximately $456,000, compared to a net loss of approximately $128,000 for the year ended December 31, 1998.