Washington, D.C. 20549

                                   FORM 10-KSB

    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,1996.

                           Commission File No. 0-25276


                               DIGIMEDIA USA, INC.
                               -------------------
              (Exact name of small business issuer in its charter)

             Nevada                                          88-0320364
             ------                                          ----------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                        Identification No.)


                             2454 N.E. 13th Avenue,
                            Fort Lauderdale, FL 33305
                            -------------------------
                    (Address of principal executive offices)

                                 (954) 565-8726
                                 --------------
                           (Issuer's telephone number)

                    International Training & Education Corp.
        100 West Cypress Creek Road, Suite 635, Fort Lauderdale, FL 33309
        -----------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                            Yes  X   No
                                ---      ---

The number of shares of issuer's  Common  Stock  outstanding  as of December 31,
1996 was 12,056,225.



<PAGE>


    WANT & ENDER, CPA, P. C.
________________________________________________________________________________

CERTIFIED PUBLIC ACCOUNTANTS
                                                   37 East 28th Street 8th Floor
                                                   New York, NY l0016
MARTIN ENDER, CPA                                  Telephone (212) 684-2414
STANLEY Z. WANT, CPA, CFP                          Fax (212) 584-5433

                          Independent Auditor's Report
                          ----------------------------

To the Shareholders and Board of Directors:
DigiMedia USA, Inc.

We have audited the  accompanying  balance sheet of DIGIMEDIA  USA,  INC., as at
December 31, 1996 and 1995, the related  statements of income and cash flows for
the years then ended.  These financial  statements are the responsibility of the
company's  Management,  our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We lave  conducted  our audit in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An  audit  also  includes  examining  on a test  basis,  evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of DIGIMEDIA  USA,  INC. as at
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

The Company is in the  development  stage.  Recovery of the Company's  assets is
dependent  upon future events,  the outcome of which is uncertain.  In addition,
successful  completion of this Company's development program and its transition,
ultimately, to attaining profitable operations dependent upon obtaining adequate
financing to fulfill its development activities and achieving a level of revenue
adequate to support the Company's cost  structure.  The  accompanying  financial
statements have been prepared assuming that the company will continue as a going
concern.




Martin Ender, CPA
Want & Ender CPA, P.C.
Certified Public Accountants

New York, NY
April 21, 1997




<PAGE>


                               DIGIMEDIA USA, INC.
               (FORMERLY 1NTERNAT10NAL TRAINING & EDUCATION CORP.)
                                  Balance Sheet
                             As At December 31, 1996



                                                   Current Year    Prior Year 1
                                                    12-31-96         12-31-95
                                                    --------         --------


                                     Assets

  Current Assets

   Cash - Checking                                 $  32,079          $     108
   Accounts Receivable                                57,400            (35,744)
                                                   ---------          ---------

  Total Current Assets:                               89,479            (35,636)
                                                   ---------          ---------
  Fixed Assets

   Office Equipment                                   98,623            233,605
   Acc Depr Office Eqpt                              (59,790)           (48,930)
   Furniture And Fixtures                             25,052             24,456
   Acc Depr Furn And Fixt                            (16,201)           (11,275)
   Leasehold Improvements                                  0             93,603
   Acc Depr Leasehold Impr                                 0                  0
    Copyright (net)                                   32,276             32,276
   Accu. Amortization copy                            (4,298)            (2,149)
                                                   ---------          ---------
  Total Fixed Assets:                                 79,622            321,335
                                                   ---------          ---------
Other Assets

  Organization Costs                                  52,568              2,668
  Acc Amort Org Costs                                (21,068)           (10,534)
  Security Deposits                                    1,075              1,075
                                                   ---------          ---------
Total Other Assets:                                   32,675             (6,791
                                                   ---------          ---------


Total Assets:                                      $ 197,776            278,903
                                                   =========          =========




<PAGE>
                               DIGIMEDIA USA, INC.
          (FORMERLY KNOWN AS INTERNATIONAL TRAINING & EDUCATION CORP.)
                                  Balance sheet
                             As At December 31, 1996


                                                     Current Year   Prior Year 1
                                                       12-31-96        12-31-95
                                                       --------        --------

                        Liabilities & Stockholders Equity

  Current Liabilities

      Accounts Payable                              $    26,675          26,675
      Notes Payable offcr                                     0          13,657
      Stock subs Payable                                      0         364,000
      Notes Payable stock                                     0          50,000
      Capital Lease - Current                                 0           6,279
      Accr Expenses                                      52,276          66,172
                                                    -----------     -----------

 Total Current Liabilities:                              78,951         526,783

 Long Term Liabilities:

    Mortg,notes,bonds - 1 Yr                             16,667          26,667
    Capital Lease - Long Term                                 0          32,953
                                                    -----------     -----------

Total Long Term Liabilities:                             16,667          79,620
                                                    -----------     -----------

Total Liabilities:                                      (95,618)       (606,403)
                                                    -----------     -----------
Stockholders' Equity

Convertible Preferred Stock, 0.001 Par Value
  12%, Cumulative, Authorized 3,000 shares
  Issued and Outstanding 96.50
  Liquidation and redemption value of
  $1,000 Plus Unpaid and
  Accumulated Dividends                                  37,683          37,861

  Common Stock, $ .00067 Par value
  Authorized 75,000,000 shares
  Issued and Outstanding 12,356,225                         556             378
  Addtl Paid in Capital                               1,457,703         879,712
  Retained Earnings - Un Ap                          (1,393,784)     (1,245,446)
                                                    -----------     -----------

  Total Equity:                                         102,158         327,495
                                                    -----------     -----------


  Total Liabilities & Equity:                       $   197,774         278,908
                                                    ===========     ===========


<PAGE>

                               DIGIMEDIA USA, INC.
                             Statement of Cash Flows
                     For the Period Ended December 31, 1996


                                                     Current Year     Prior Year
                                                       12-31-96        12-31-95
                                                       --------        --------

Cash Flows from Operating Activities
  Net Income                                           ($148,338)     ($ 38,209)
  Adjustments to Reconcile Net Income
      to net Cash Provided by
      Operating Activities:
      Depreciation and Amortization                       28,448         38,382
      (Increase) Decrease in Accs Rec                     (3,144)       (53,906)
      (Increase) Decrease in Prepaid Exp                       0          9,4l0
      (Increase) Decrease in Other Assets                      0         11,918
      Increase (Decrease) in Accs Payables                     0        (10,325)
      Increase (Decrease) in Current Liabs               (27,553)      (430,294)
                                                       ---------      ---------

  Total Adjustments                                       (2,229)     (434,8l5)
                                                       ---------      ---------
  Net Cash Provided (Used) By
        Operating Activities                           ( $150,567)     (473,026)
                                                       ---------      ---------

Cash Flows from Investing Activities
    Cash Proceeds from the Sale of Property               26,546        223,093
    Deferred Organizational Cost;                              0        (50,000)
                                                       ---------      ---------
Net Cash Provided (Used) By
         Investing Activities                             28,546        173,093
                                                       ---------      ---------

Cash Flows from Financing Activities
    Proceeds from issuance of Long Term Debt                   0         16,667
    Capital Lease - Long Term                                  0        (52,953)
    Proceeds from Issuance of Common Stock                   178              0
    Issue of Convertible Preferred Stock                    (178)             0
    Increase In Additional Paid in Capital               153,991        338,300
                                                       ---------      ---------
Net Cash Provided (Used) By Financing
       Activities                                        153,991        302,9l4
                                                       ---------      ---------

Net Increase (Decrease) in Cash                           31,970          2,083
    Cash at Beginning of Period                              108         (1,974)
                                                       ---------      ---------
Cash at End of Period                                  $  32,878      $     109
                                                       =========      =========


<PAGE>



                               DIGIMEDIA USA INC.
              ( FORMERLY INTERNATIONAL TRAINING & EDUCATION CORP-)
                                Income Statement
                      For the Year Ended December, 31, 1996


                                                Year to Date       Prior  Year 1
                                                   12-31-96           12-31-95
                                                   --------           --------

  Revenues
    Sales                                              17,400             2,345
    Sales Returns & Allowance                               0            45,000
    Dividend Income                                         0              (698)
    Miscellaneous Income                                    0             1,396
                                                    ---------         ---------

Total Revenues                                         17,400            51,043

Expenses
    Video Production                                   52,313                 0
    Research & Development                                  0            24,295
    Marketing                                               0             4,721
    General & Administrative                           11,894             7,368
    Utilities                                             985                 0
    Legal Fees                                         25,893             1,402
    Professional Fees                                  10,625             3,150
    Rent                                                6,960             4,250
    Telephone Expenses                                  6,074             1,923
    Office Expenses                                     1,217               651
    Office Supplies                                     3,446               437
    Postage Expenses                                    2,186               182
    Messenger Service                                   l,318                 0
    Bank and Finance Charges                            1,066                73
    Stock Transfer Fees                                   506                 0
    Advertising & Promotion                            13,640                 0
    License and Permits                                   935               198
    Outside Contracting                                   776                 0
    Interest                                                0               200
    Depreciation                                       36,485            25,699
    Amortization                                       12,683            12,683
    FUI and SUI                                             0                35
    Federal Corp Tax                                        0             1,985
    Preferred Dividend                                      2                 0
                                                    ---------         ---------

Total Expenses                                        165,738            89,252
                                                    ---------         ---------

Net Income (Loss)                                   ($148,338)        ($ 38,209)
                                                    =========         =========


<PAGE>


                               DigiMedia USA, Inc.
           (formerly known as International Training & Education Corp)
                          Notes to Financial Statements
                                December 31, 1996

Note  I - BACKGROUND

DigiMedia USA, Inc. (the "Company",  formerly known as International  Training &
Education  Corp.,  a Nevada  corporation,  was  formed  in 1991 as the  National
Institute  of  Liability,  Inc.,  a Florida  corporation.  In June of 1994,  the
Company merged with Sunwest Industries,  Inc., a publicly-held Utah corporation.
Sunwest was inactive with no  significant  assets,  liabilities  or  operations.
Pursuant to the merger,  Sunwest  changed its name to  International  Training &
Education  Corp., and further amended its Articles of Incorporation to reflect a
recapitalization. In June of 1994, the Company merged into a newly formed Nevada
corporation  with the same number of  authorized  shares of Common and Preferred
Stock as the Utah corporation.  As of February 1996, the name of the Company was
changed to DigiMedia USA, Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition
-------------------

Revenue from contracts are recognized at the time the products are delivered and
services  are  rendered  and  accepted by the  customer.  Prospective  losses on
contracts are provided for when they become known.

Property and Depreciation
-------------------------

Property and equipment are recorded at cost.  Depreciation is provided for using
the  straight-line  method over the  estimated  useful life of the assets  which
range from five to seven years.  Expenditures  for  maintenance  and repairs are
charged to income as  Expenditures  for  maintenance  and repairs and charged to
income  as  incurred.  Major  expenditures  for  betterments  and  renewals  are
capitalized.  The  carrying  amounts  of  asses  sold  or  retired  and  related
accumulated  depreciation  are  eliminated  in the  year  of  disposal  and  the
resulting gains and losses are included in income.

Loss Per Share
--------------

Loss per share is calculated by dividing net loss by the weighted average Common
shares outstanding during each period. Common stock equivalents are not included
as their effect is anti-dilutive.

Income Taxes
------------

Certain  income and expense items are accounted  for  differently  for financial
reporting purposes and for income tax purposes. Deferred taxes in recognition of
timing differences are not reflected in the financial  statements as the Company
has operating loss carryforwards.


<PAGE>

Statement of Cash Flows
-----------------------

For purposes of the statements of cash flows,  the Company  generally  considers
all highly  liquid  securities  with a maturity  or  redemption  option of three
months or less,  to be cash  equivalents.  The  Company  has not paid any income
taxes due to losses in each year.

NOTE 3 - LONG-TERM DEBT

There is a note in the amount of $16, 667 payable to one investor.

NOTE 4 - CAPITAL STOCK
----------------------

In February 1996, in  conjunction  with the name of the Company being changed to
Digimedia USA, Inc., the Articles of Incorporation  were amended to increase the
authorized shares of Common Stock to 75,000,000.shares.

In May,  1994,  the  Company  offered  in a private  placement  300  Units  each
consisting  of (1) 10 shares of  Preferred  Stock,  (11) 2,874  shares of Common
Stock, and (iii) 5 Warrants,  each of which entities the holder, for a period of
two years from the initial issuance date, to purchase 575 shares of Common Stock
at a price of $1.50 per share.

The Preferred  Stock calls for the payment of a cumulative  dividend at the rate
of $120 per share per annum,  when and as  declared  by the Board of  Directors,
payable  quarterly.  Each share of Preferred is convertible  'into 287 shares of
Common Stock ($3.52 per share). The Preferred is redeemable in whole or in part,
at the  options  of the  holder,  at a price of $1,000  per share  plus  accrued
cumulative dividends 30 days after the completion of a successful initial public
offering of the Company's  securities,  should this occur. The Preferred is also
callable at the option of the Company. The holders are entitled to preference in
liquidation  over  holders  of Common  Stock at $1,000  per share  plus  accrued
dividends.

96.8 Units were sold.  The  proceeds  to the  Company  aggregated  $968,000.  In
connection  with such sale, 968 shares of Preferred  Stock,  278,,203  shares of
Common Stock, and 484 Warrants were issued.

NOTE 5 - PROVISION FOR INCOME TAXES
-----------------------------------

The Company has  experienced  cumulative net losses since  inception,  which are
available  through December 31, 2010.  Deferred income taxes will be provided in
the futures for the temporary  differences  arising from accounting for contract
revenue on the completed contract method for financial reporting purposes.

NOTE 6 - STOCK OPTIONS
----------------------

The company has not adopted a stock option plan.  However,  specific grants have
been made to officers. In May 1994, the two founders and principal  stockholders
were granted options to purchase  1,379,328 shares of Common Stock,  exercisable
over the  three-year  ten-n with an exercise  prices of $ .087 per share.  These
options were  exercised in full in December,  1996.  For fiscal 1996, in lieu of
salaries,  Messrs.  Girrbach and Farmer  received  360,000 and 240,000 shares of
Common Stock respectively.


<PAGE>

NOTE 7 - COMMITMENTS
--------------------

The Company leases its  administrative  facilities under a lease running through
March 1, 1998 at an annual cost of $7,200.

The Company has entered into employment  agreements with its two principals.  In
addition,  stock-bonus  agreements are in effect with certain  consultants which
provide for the issuance of shares based upon the generation of specified levels
of revenue and new capital for the Company.



April 21, 1997                                 /s/ Gene Farmer
--------------                               ----------------------    
     Date                                    Gene Farmer, Secretary