U.S. Securities and Exchange Commission

                            Washington, DC 20549

                                 FORM 10KSB


x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
  OF 1934

                For the Fiscal Year ended December 31, 1996

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
1934

From the Transition period from __________ to ___________


                         Commission File Number : 0-28398
        

                             Communications/USA, Inc.
                   (Name of Small Business Issuer in its charter)

          Florida                                          65-0576171
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)


4175 E. Bay Drive, Suite 260, Clearwater, Florida           33426
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number,  (813) 524-1711
                                   
Securities to be registered under Section 12(b) of the Act:

Title of each class                         Name of each exchange on which
to be so registered                         each class is to be registered


Securities  registered under Section 12(g) of the Act:

Common Stock, par value $.01

                               (Title of class)

                               (Title of class)



Check whether the issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act 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 XX   No  ________

Check if there is no disclosure of delinquent filers in response to Item 405 
of Regulation S-B contained in this form, and no disclosure will be contained, 
to the best of the registrant's knowledge, in a definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10KSB .   x

Revenues for its most recent fiscal year:  $ 1,069,550

Aggregate market value of the voting stock held by non- affiliates at the price 
the securities were sold.
$ 990,034

Number of shares outstanding as of March 31, 1997: 3,893,309.

<PAGE>

                                  PART I


Item 1. Description of Business. (101)

     (a) Business Development.

     Communications/USA, Inc. ("Comm/USA"), a Florida corporation, was 
incorporated  in December, 1992.  In May, 1995, Comm/USA executed a contract 
to acquire all of the issued and outstanding shares of Gulf Coast 
Communications, Inc. ("Gulf Coast") d/b/a Voice-Tel of West Florida, a Florida 
corporation.  The transaction closed on November 28, 1995.  In October, 1995, 
Comm/USA assigned all of its right, title and interest in the Gulf Coast 
contract to CommTel/USA, Inc. ("Comm/Tel"), a Florida corporation, Comm/USA's 
wholly owned subsidiary.  Gulf Coast was organized in June, 1989 and Comm/Tel 
was organized in August, 1995.  In October, 1995, Comm/Tel executed an 
agreement to acquire  all of the assets of Feiman & Holliday, Inc., a Florida 
corporation d/b/a Voice-Tel of Southwest Florida ("Voice-Tel SWF") and closed 
on the transaction on November 28, 1995.  Additionally, in October, 1995, 
Comm/Tel executed a contract with the owner of forty-five percent (45%) of the 
common shares of Holt & Feiman, Inc., d/b/a Voice-Tel of Tallahassee, Inc. 
("Voice-Tel TAL"), a Florida corporation, to purchase forty-five percent (45%) 
of Voice-Tel TAL. The latter was later rescinded, and no new negotiations have 
taken place at the date of the Form 10KSB.

     Comm/USA acquired 100% of the issued and outstanding shares of common 
stock of Gulf Coast on November 28, 1995, pursuant to a stock purchase 
agreement dated May 24, 1995, between Comm/USA and the two stockholders of 
record of Gulf Coast. In October 1995, Comm/USA assigned all of its rights, 
title and interest in the Gulf Coast stock purchase agreement to Comm/Tel.  
The agreement, as amended, provides for a purchase price of $550,000, with 
(i)  $325,000 in cash payable on or before November 29, 1995; (ii) a $75,000 
promissory note payable on or before February 27, 1996; and (iii) a $150,000 
promissory note payable on February 27, 2001, with a holder's option for a 
balloon payment of the entire amount on February 27, 1998. The $325,000 cash 
payment was made at Closing and the $75,000 note was paid on February 27, 
1996. In addition to the above-mentioned promissory notes, the former Gulf 
Coast Stockholders have the right to receive an aggregate of 125,000 shares of 
Comm/USA's common stock, par value $.01  ("Common Stock") or 2.5% of 
Comm/USA's then issued and outstanding shares of  Common Stock, whichever is 
greater, upon completion of their first year of employment, and an additional 
125,000 shares of Common Stock or 2.5% of Comm/USA's then issued and 
outstanding Common Stock, whichever is greater, upon completion of their 
second year of employment.

      Comm/Tel acquired the assets of Voice-Tel SWF pursuant to an asset 
purchase agreement dated October 23, 1995, between Comm/Tel and Voice-Tel SWF. 
The asset purchase agreement provides for Comm/Tel's acquisition of certain 
assets of Voice-Tel SWF, including Voice-Tel SWF's rights under its franchise 
agreement with Voice-Tel Enterprises, Inc. ("Voice-Tel"), telecommunications 
equipment, and a rebate of certain telecommunications cost from Voice-Tel in 
the amount of $6,000.  In exchange, Comm/Tel (i) assumed approximately 
$235,000 of Voice-Tel SWF's liabilities, (ii) transferred $30,000 in cash to 
certain stockholders of Voice-Tel SWF,  and (iii) transferred 312,500 shares 
of Common Stock to the shareholders of Voice-Tel SWF.      
  
     The term "the Company" that is used throughout this section includes 
Comm/USA, Comm/Tel, Gulf Coast, and Voice-Tel SWF. Other than the fact that 
Gulf Coast and Voice-Tel SWF held franchise agreements from Voice-Tel that 
were material to their acquisition as described above, there has been no prior 
affiliation between Voice-Tel, Gulf Coast, Voice-Tel SWF and/or the Company. 

<PAGE>

     (b) Business of the Company

     The Company owns and operates interactive voice messaging franchises in 
the Voice-Tel system. Voice-Tel is the most widespread interactive voice 
messaging company in the United States, operating a digital telecommunications 
network through independently owned franchisees.  The network covers the 
greatest geographic area in the industry, and includes approximately 3,500 
cities. The system operates on proprietary software which was created by 
Centigram Communications Corporation. According to Centigram, the Voice-Tel 
system accounted for less than 10% of Centigram's revenues since 1993. The 
Voice-Tel system operates through a "network" which connects all of the 
Voice-Tel franchises together and permits messaging among all of the customers 
of all of the franchisees. This network, which connects approximately 3,500 
cities, interconnects approximately 400,000 customers who use Voice-Tel 
messaging to communicate. Although Centigram provides messaging equipment to 
companies other than Voice-Tel, none of its other customers interconnects as 
many individuals and cities as Voice-Tel. Other than the contractual 
agreements between Centigram and Voice-Tel for provision of hardware and 
software, the Company is not aware of any other affiliation between Centigram 
and Voice-Tel.

     The Company operates in the following sales territories: (i) the cities 
of Tampa, St. Petersburg, Clearwater, Largo, Bradenton, and Sarasota; and (ii) 
the Metropolitan Statistical Areas of Lakeland-Winter Haven, 
Melbourne-Titusville-Palm Bay, Fort Pierce, Fort Myers-Cape Coral, and Naples.

     The Company was originally formed for the purpose of becoming an 
equipment leasing company. The original concept was abandoned and the 
controlling shareholder thereafter sought additional business opportunities 
for the Company, which culminated with the execution of the agreements to 
acquire Voice-Tel franchises. 


History of the Voice Mail/Voice Messaging Industry

     Voice mail began in 1964 as a result of the Carterphone decision giving 
residential and business customers the right to own and maintain telephone 
equipment, The Carterphone decision gave rise to the computer premises 
equipment "CPE" interconnect industry, including telephone sets, telephone 
answering devices (TADs), key and hybrid systems, PBXs and, ultimately, voice 
mail systems. 
 
     The high acceptance of TADs indicated that individuals wanted their 
telephone answered when they were unable to answer a call personally.  The 
early TADs were not particularly reliable, being essentially simple tape 
recorders that reused the same tape until it jammed or tore.  The voice 
quality was generally raspy, attributable to the reuse of the tape.  The early 
machines did not offer remote pickup or toll savers, nor the ability to change 
the  greeting remotely.   Sales continued to demonstrate the public's desire 
to have their calls answered automatically despite the mediocre quality of the 
early TADS.

     In 1979-1980, prior to divestiture, AT&T attempted to conduct a voice 
mail service trial in what was then Pennsylvania Bell.  The Federal 
Communications Commission (FCC), however, blocked the voice mail trial on the 
grounds that voice mail was to be considered "data processing."

     The early voice mail manufacturers directed their late 1970s/early 1980s 
products and sales efforts to the business marketplace. The PBX manufacturers 
began to offer voice mail as an option, also addressing the business segment.  
Both the voice mail and PBX vendors were targeting large customers since early 
voice mail platforms and PBX voice mail options were expensive. While the 
residential market clearly wanted their calls answered, many businesses were 
leery of offending their callers because of real and/or perceived bias against 
"talking to a machine." A second generation of voice mail manufacturers 
entered the market in the early 1980s, offering smaller, more affordable 
systems for the small to mid-size business marketplace.

<PAGE>

      Consumer (or residential) customers continued to have only one option, 
the telephone answering devices, although the TADs were gradually improving in 
quality and reliability. By the late 1980s, "talking to a machine" had become 
routine in both the residential and business communities. 

      Until this point, the vast majority of voice mail systems were being 
used for automated call answering, although interoffice messaging was 
available to the corporate users.  Many companies found their employees 
continued to walk down the hall to talk in person instead of using their voice 
mail platform to message back and forth. Human behavior, like taking a work 
break to walk down the hall, will likely continue, but having employees accept 
the value of messaging is essential to effective implementations.

     In 1980, a new option was introduced to the American business market. A 
voice messaging service using proprietary software on a modified Digital 
Equipment Corporation (DEC) platform was introduced. Large multi-location 
accounts like Dow Jones, Procter and Gamble, TWA and other airlines used the 
system. 
 
     As an alternative to CPE, voice messaging services began to be 
introduced. Tigon in 1983, (now Octel Network Services), VoiceCom in 1984 and 
Voice-Tel in 1990 offered interLATA national (and international) voice 
messaging.

     In certain cases, these services can be used as call answering, but the 
primary advantage is the ability to exchange messages with field personnel, 
customers, vendors, and others.  The secondary advantage is that the 
maintenance of the voice mail platforms is performed by the service providers.

     Outsourcing became a growing trend, with very large corporate users 
having the service providers maintain the customers' CPE equipment at 
headquarters.  Providers also offered service for smaller field branches and 
offsite personnel where the cost of CPE voice mail platforms could not be cost 
justified.

     The most common way for a user to access a Tigon or VoiceCom mailbox is 
to dial an 800 number. The cost of the 800 usage adds significantly to the 
monthly cost of the mailbox.  By 1991, VoiceTel offered local access in most 
US major metropolitan areas.  Voice-Tel franchisee offer local access by 
acquiring direct inward dialing (DID) numbers from local telephone companies 
(i.e.: companies that offer local telephone service in their specific 
locations). A DID number is simply a seven digit telephone number. These DIDs 
are purchased by the Voice-Tel franchisee in bulk and then issued to each 
"voice mailbox" which is assigned to an end user. By having Centigram 
equipment connected to the local telephone service provider, Voice-Tel 
franchisees can offer local service. Companies like Tigon and VoiceCom would 
need to have telecommunications equipment in numerous locations to be able to 
offer local access. Companies such as these can save money by having equipment 
in only one or a small number of locations, and can then offer service through 
an 800 number. The Company is not presently aware on any initiative by either 
Tigon or VoiceCom to offer local access.

     During post-divestiture in the mid-1980s, the Regional Bell Operating 
Companies (RBOCs) began to explore opportunities to offer voice mail service.  
In the late 1980s, several trials were underway.  By 1990, four of the RBOCs 
were in the voice mail service business, with the other three joining in by 
1992.

     Six of the RBOCs have had greater success with the residential market 
than the business market, averaging 80% residential to 20% business.  The 
Pacific Bell RBOC is the exception, with more than 60% business mailboxes at 
year-end 1994.

         The TADs continued to improve in quality and were being incorporated 
into telephone sets, along with enhanced features such as speed dialing, 
redial, and conference calling.  In the early 1990s, digital answering devices 

<PAGE>

were introduced with greatly enhanced quality, capacity and features and a
higher price tag.

     
The Voice-Tel System


     The Company owns franchises granted by Voice-Tel Enterprises, Inc. 
("Voice-Tel or VTE"). VTE is a privately-owned company and was incorporated in 
1986.  VTE started operations as a franchise organization in the Ohio area. 
The franchisees, using Centigram platforms, operated local area voice mail 
service bureaus selling mailboxes to business accounts.  The organization grew 
in the eastern states, reaching about 30 locations by 1990.

     By early 1990, Voice-Tel wanted to expand its coverage to include the 
western states.  Voice-Tel acquired Amvox in 1990.  At that time, Amvox had a 
presence in over 50 major metropolitan cities; over 100 cities including 
suburban coverage. Amvox had begun construction on a digital network and had 
about 15 cities linked together, allowing customers to exchange messages from 
one city to another.

     Management believes that the acquisition of Amvox was attractive to 
Voice-Tel for many reasons including (i) Amvox used Centigram platforms 
exclusively; (ii) Amvox had significant coverage in the western two thirds of 
the country; (iii) Amvox locations tripled VoiceTel's city coverage; and (iv) 
Amvox had a business alliance with Amway Corporation. The Company believes 
that the business alliance with Amway was significant for three reasons: (i) 
Amway had a significant investment in Amvox; (ii) Amway distributors bought 
Amvox mailboxes for their own use; and (iii)  Amway distributors sold Amvox 
mailboxes.

     The Amway affiliation has continued with Voice-Tel. Amway distributors 
represent more than a third of Voice-Tel's total customer base; Amway 
Corporation also has a 20 percent ownership in Voice-tel. One of the major 
advantages of the relationship is the 'built-in" customer base when a new 
location is opened.  The Amway distributors are given advance knowledge of the 
new service and are ready to sign-up.  Amway distributors communicate with 
their superior and subordinate distributors (multi-level marketing) via voice 
messaging. Originally, Amway distributors exchanged messages locally (on the 
same platform), and as the digital network gradually expanded, messaging 
became nationwide.  Amway distributors have a greater presence in suburban and 
rural areas than in most major metropolitan cities. Amway distributors are 
also encouraged to sell Amvox voice mailboxes. The digital network was 
completed  in 1991, allowing nationwide messaging on the Centigram platforms.

     Unlike Voice-Tel, Octel Network Services and VoiceCom (see "Competition") 
market principally to large, multi-location corporate accounts. To highlight 
some of the differences, Voice-Tel service offers: (i) Simplicity; (ii) 
Inexpensive and competitive services in comparison with RBOC services; (iii)  
Direct inward dial (DID); (iv) Local access - no need for 800 usage charges; 
Toll savers; (v)   Local sales and local customer support; (vi)  Nationwide 
and international messaging with local access available; and (vii) Many 
individual accounts. Options include: Pager activation; Outdial message 
notification; 800 service for customers who feel they need it for their 
customers; and Revert to operator.

     From the beginning, Voice-Tel has marketed a service that is simple to 
learn and use, and is free of complicated and expensive "bells and whistles." 
Voice-Tel, (and Amway/Amvox) mailboxes are DID numbers.  The customer  is 
assigned a seven-digit local DID telephone number. The customer can have a 
white page listing in their name even though Voice-Tel is the customer of record
 for a DID number. This is possible under the provisions of the RBOC joint 
user group tariffs.

     The mailboxes can provide: (i) Voice messaging; (ii) Call answering; 
(iii) Alternate telephone numbers; (iii) Menu boxes (directing callers to 
appropriate mailbox); (iv) Broadcasting; and (v) Audiotex.

<PAGE>

     Unlike users of the RBOCs' voice mail services, Voice-Tel customer are 
classified neither as residential nor business accounts because the DID 
mailboxes are not associated with the customers' existing telephone numbers. 
The Amway distributors can be considered hybrid customers in that they 
typically work from their homes on residential lines.  The Voice-Tel corporate 
accounts more closely resemble RBOC business customers, except that Voice-Tel 
customers need to receive and send messages to other locations.

     Historically, the Voice-Tel franchisees have had the greatest success  
selling to small and medium-size service accounts, such as real estate offices 
and financial services. The sales emphasis is on network-based messaging 
rather than simple call answering.

     The Voice-Tel franchisees have targeted small to mid-size accounts 
because of the need to sell within their territory. At year-end 1994, 
Voice-Tel had local access in 3,485 cities in the US (46 states), and 15 
cities in Puerto Rico, Canada, Australia and New Zealand.  

Voice-Tel currently has local access in approximately 3,500 domestic cities. 
In these terms, Voicetel is the closest to having an ubiquitous network. 
However, by using Centigram platforms exclusively, a caller using a different 
platform cannot now message with a Voicetel customer, or vice versa.

     A universal network, with ubiquitous access and inter-machine 
operability, would offer a powerful asset for securing national accounts and 
augmenting the Amway individual mailbox sales and messaging revenues. 
Voice-Tel has concentrated on expansion for the past several years both 
domestically and internationally. It is unknown whether or not Voice-Tel will 
invest in the research and development of the necessary software to implement 
inter-machine functionality.  


Products, Services and Markets

     Interactive Voice Messaging

     Interactive voice messaging is a service which allows users to talk back 
and forth to each other and to send messages to one or hundreds of people with 
just one telephone call. The messages can be saved and/or forwarded to other 
users. Voice messaging services are accessed world-wide, wherever touch-tone 
telephone service is available. The service has flexible interactive answering 
and broadcast capabilities that management believes makes the system more 
accessible than e-mail, more personal and powerful than voice mail machines, 
and more detailed and informative than pagers.  As a result, the Company 
believes that the system is more practical and user-friendly for the 
increasingly mobile executive who relies more and more on voice messaging 
services. 

     Users of voice messaging include multilevel marketing companies, such as 
Amway Corporation and Excel Telecommunications, and corporations or 
individuals who desire interactive voice messaging, e.g. local real estate 
brokers who desire to be able to communicate with their agents, and companies 
with field sales and service forces.
 
     Long Distance Telephone Service

     Debit cards enable a caller to make long distance toll charge calls from 
any touch tone telephone  at  lower rates than many alternatives, and assists 
users in budgeting their telephone usage.  Additionally, debit cards have 
instructions in various languages, and loss or theft amount is limited to the 
value remaining on the debit card.

     Traditional users of debit cards include military personnel, college 
students and their parents, foreign exchange students, foreign visitors, 
tourists, Inner-city residents, Ship employees-crew members, sales personnel, 

<PAGE>

hospital employees and patients, migrant workers, truck drivers, nursing home
patients, and business travelers. 

     In the United States, this segment of the industry is in its infancy and 
is growing rapidly. Industry sources estimate that more than 500 companies are 
making and selling debit cards, including companies such as MCI and Sprint. 
Sales of the cards was approximately $65 million in 1993 and $325 million in 
1994. By the first quarter of 1996, industry experts expected sales to reach 
the annual rate of at least $1 billion. In 1994, the international debit card 
business was estimated at $4 billion. The Japanese telephone debit card 
business was estimated to be $2.5 billion in 1994.

     Other Services

     Presently, the Company offers paging services of a third party vendor 
that it resells to its customers. The pagers are connected to the customer's 
voice mailbox, so that when messages are deposited in a customer's box, they 
are routed to the pager and their pager alerts them to call their voice 
mailbox. 
     
Distribution Methods

     Voice Messaging

     The Company distributes its voice messaging services through Voice-Tel, 
which is the most geographically diverse interactive voice messaging company 
in the United States.  Voice-Tel operates a digital telecommunications network 
through independently owned franchisees. The Voice-Tel network covers the 
greatest geographic area in the industry, and includes over 3,500 cities.  The 
system operates on proprietary software which was created by Centigram 
Communications Corporation.  The Company distributes its services through two 
primary types of accounts, national accounts and corporate/retail accounts.

     Approximately 60% of the Company's revenue is derived from Voice-Tel's 
national accounts.  One of the largest user groups of Voice-Tel services is 
the Amway Corporation ("Amway") through its independent distributors. 
Voice-Tel messaging service is marketed under the name "Amvox" to Amway 
distributors. In addition, more than one million Amway distributors are 
authorized to resell Voice-Tel services to their customer bases. Any 
compensation paid to the Amway distributors for resale of Voice-Tel services 
is paid by Amway. Amway pays the Company the same rate for its services 
whether they are sold to Amway distributors or to end users by Amway 
distributors. Voice-Tel also has a national account agreement with Century 21 
Real Estate to provide voice messaging services to real estate brokers across 
the nation that are affiliated with Century 21. Additionally, Voice-Tel has 
national account agreements with other large companies including Mailboxes, 
Etc., Primerica Financial Services, Discovery Toys, Norwest Mortgage, 
Centigram Communications Corporation, Val Pak, Inc., National Safety 
Associates ("NSA"), Traveler's Insurance Company, and Excel 
Telecommunications, Inc.  

     Approximately 40% of the Company's revenue is derived from 
corporate/retail accounts.  The corporate accounts are corporations or 
individuals who desire interactive messaging.  Typically, these accounts 
consist of local business persons such as real estate brokers or other 
professionals who desire to communicate with their agents through this 
medium.  Primary targets for the service include companies with field sales 
and service forces.

     The Company believes that in certain areas various industries tend to 
become interdependent on the Voice-Tel system, which causes related parties to 
join the system. For example, many Realtors use the system. The addition of 
local mortgage brokers, banks, real estate lawyers, title companies, surveyors 
and local zoning agencies could enhance the business of all of these 
customers. 

<PAGE>

     Debit Cards

     The Company is presently investigating the potential for distributing 
debit cards to the public through contracts with national common carriers, 
whereby the Company would purchase long distance telephone time at high volume 
usage wholesale rates and resell this time to its customers at its own 
discounted retail rates (which are believed to be  10% to 60% below the AT&T 
tariffed rates).  This plan of distribution benefits customers because the 
Company can eliminate the surcharges typically imposed by the major long 
distance carriers. The Company is presently negotiating with a number of 
providers of telephone switching equipment in order to be able to produce, 
issue and sell telephone debit cards.

Competition

     General

     The voice messaging market, which includes voice mail and other voice 
processing services, and the debit card market is fragmented, but highly 
competitive due principally to the number of providers of telecommunications 
services, certain of which have greater financial resources and more 
experience than the Company. The costs and features of voice processing 
equipment vary widely and the Company believes that the primary factor 
governing the acceptance of a system is the ease of use or "user friendliness" 
of the system. 

     Competition among National Network-Based Voice Message Service Providers

     The Company views the voice processing industry as presently divided into 
two segments. The first segment consists of companies that are voice 
processing service providers of national and international network based voice 
messaging services. The second segment consists of the Regional Bell Operating 
Companies voice mail (call coverage) services. The first segment is considered 
by the Company as its primary competition at the present time.

     The Company views three entities as the national voice messaging service 
providers, Octel (ONS), Voicecom, and Voice-Tel Enterprises, Inc. (VTE). ONS 
and VoiceCom have historically targeted multi-location business accounts. 
Many, if not most, of their customers have a CPE voice mail platform (or a CPE 
PBX with a voice mail option) at their headquarters. These size companies use 
their CPE voice mail for call answering, intra-office messaging and, perhaps, 
use automated attendant features. VTE's customer base does not fit the above 
description in that it has many single mailbox customers in addition to 
corporate accounts. Voice-Tel has not historically targeted the very large, 
multi-location accounts as have the other nationals.

     The nationals' typical business customer has branch offices and/or field 
personnel.  The cost to purchase a voice mail platform can not easily be cost 
justified for small branch offices. Cost aside, local branch voice mail 
systems do not permit voice messaging with the home office. The nationals have 
sold to large users as well as smaller to mid-size accounts. A smaller account 
may not have branch offices but, rather field personnel dispersed around the 
country. Some or many of the field personnel may work from their homes.

     The convenience of 800 access is apparent to field sales, service and 
work-at-home personnel, and traveling executives. Local access (with Telco 
local calling charges) is generally less expensive than 800 usage, but 
requires change at public pay phones, calling cards and/or increased charges 
on phone bills in areas that do not offer flat charge calling programs.  The 
disadvantage of 800 access is additional cost and variable monthly usage 
charges.

     The Company believes that the power of the network-based message services 
is the ability to message and exchange information from one location to 
another regardless of time zones and other field conditions. Sales personnel 
can determine inventory availability, report sales, or inquire if an order has 
been shipped.  Service personnel can report service problems, or request 
replacement parts.  Executives can receive and dispense important and timely 
information with a single call.

<PAGE>

     The nationals' service offerings can be used as call answering by 
forwarding callers on "busy" or "no answer" conditions from small offices or 
home numbers.  As for the alternative, local RBOC voice mail can be used for 
simple call answering. The shortcoming of using RBOC call answering for the 
mid-size to large customer is the inability to pass an important message to 
headquarters for follow-up; a simple task on a network-based message service.

     The ability to create a message and have it delivered to many people at 
several locations, and to answer a message (perhaps attaching additional 
comments to it and passing it on to other users on the network) are not 
possible on today's RBOC call answering voice mail services. Prior to the new 
Telecom law, the RBOCs were prohibited from message transport outside of their 
local service area.

     The recently passed Telecom legislation in Congress will allow the RBOCs 
into long-distance services.  The Company expects the RBOCs, either through 
the landline networks or through their wireless ventures to initiate 
nationwide messaging services.  

     ONS, (previously Tigon), and VoiceCom have added many features and 
capabilities to enhance the value of the basic voice mail services offered to 
businesses. Voice-Tel has taken a different approach by offering a no frills, 
easy to use, voice mail network with local access in all major metropolitan 
areas throughout the contiguous United States.  Voice-Tel is also the 
exception to the other nationals in that the company has many single mailbox 
customers. In RBOC terms, these single mailbox customers would be called 
residential customers. A large percentage of Voice-Tel's customers are Amwav 
distributors who commonly work from their homes. Amway distributors can sell a 
voice mail product  called  Amvox  through a  distribution  agreement  between 
VoiceTel and Amway.  VoiceTel also has many  multi-location business accounts 
sold by the local franchisees such as the Company.

     Limitations on Today's Voice Messaging Systems

       The existing voice mail message networks all have limited access.  
Voice-Tel currently has the greatest local access coverage with approximately 
3500 cities in the United States.  However, what remains to be developed is a 
truly ubiquitous network. This would include two key elements, as is the case 
with fax machines: (1)Local access from any telephone number (to avoid costly 
800 usage); and (2) The ability to exchange messages from one voice mail 
platform to any other voice mail platform.


Specific Competitors

     Octel Network Services

     Octel Network Services (ONS) is the successor to Tigon. Tigon was founded 
in 1983 as a spin-off of VMX.  VMX had originally used a service approach to 
give prospective CPE customers an opportunity to become familiar with voice 
mail before committing to a large capital investment.

     Historically, Tigon's expertise was in the sale of voice message 
networking applications to Fortune 1000, multiple-site accounts.  Its flagship 
accounts included Bank of America, Ford Motor Company and Ford Dealerships, 
Kodak, Kraft and Texas Instruments.  These accounts represented 75% of its 
total number of mailboxes.

     Tigon practiced a non-vertical marketing approach.  It considers any 
large, multi-location company, especially with international needs, to be a 
prime target.  Tigon had sales success in approaching its accounts' vendors 
and customers in order to capture their network messaging such as the Ford 
Dealerships.

<PAGE>

     Ameritech purchased Tigon in October 1988 for an amount believed to be 
$40 million.  Tigon operated as a separate subsidiary during its time with 
Ameritech and was subject to the regulatory restraints imposed on the RBOCs.  
Ameritech concentrated its residential voice mail efforts in Chicago and 
Indianapolis.  It should be noted that Tigon's positive sales results with 
business accounts did not offer any value in selling to residential 
customers.  After three years, Ameritech reported a total of 10,000 
residential voice mailboxes.

     In September 1992, Octel purchased Tigon from Ameritech for less than 
book value, reportedly $12 million. Tigon's annual revenue at the time was 
approximately $20 million.  Under the terms of purchase, Tigon was to continue 
to provide Ameritech with residential voice mail and business voice processing 
services using Octel Sierra central office (CO) hardware.  Tigon was also to 
continue to provide customer service and customer support for Ameritech's 
business and residential accounts. Under the terms of the agreement between 
Octel and Ameritech, the Tigon business accounts stayed with Tigon, a 
wholly-owned subsidiary of Octel Communications. The 10,000 residential 
mailboxes remained with Ameritech.  Tigon continued to support customers on 
the Octel Sierra platforms and on the original VMX5000 platforms.

     Tigon, now known as Octel Network Services (ONS), continues to support 
the Ameritech customers and its existing business customers, including several 
state and local governments.  In addition to its corporate accounts, ONS has 
25 distributors that resell its services, including telcos, InterExchange 
Carriers (IXCs), and Telemanagement companies, under private brand names.

     Domestic sales activity represents 99% of total sales revenue.  However, 
business alliances, originally formed by Tigon, remain in place in Japan, 
Australia, Canada, and UK/Europe.
     
     New ONS sales activity is being handled by the Octel national sales force 
seeking new corporate accounts and/or to upgrade existing accounts. ONS 
continues to seek new distributor agreements with telcos, IXCs and other types 
of resellers.  ONS has local access available in 24 US cities and 12 
countries.

     As a result of recent strategic acquisitions, many industry analysts 
believe that Octel will remain the dominant player in the field. AT&T, Nortel 
and Centigram all have significant success in the sale of CPE voice mail 
platforms, but do not have a voice mail network in place.

     Octel has a range of small to very large platforms for CPE and CO sales. 
With the acquisition of Tigon, Octel gained considerable expertise in network 
management, facilities management and outsourcing services.  Octel is in an 
excellent position, being the only major voice mail manufacturer with an 
implemented message network in place with an embedded customer base.

     Octel, should it choose, has the in-house intelligence and financial 
resources to develop and market a truly universal message network.  AT&T 
certainly has the capability and resources to implement a network, but may 
lack the motivation to do so, fearing potential loss of long-distance revenue.

     The critical step in implementing a universal network will be the 
development of software to facilitate inter-machine operability with all the 
major voice mail platforms.  The audio messaging interchange specification 
(AMIS) analog, a standard for networking voice mail systems, is within easy 
reach, but would lack feature-rich functionality expected in the business 
marketplace.  A digital solution would be ideal, as it could provide greater 
functionality and quality.

     A universal network developed by Octel, or another vendor, will open new 
revenue streams, just as facsimile compatibility did many years ago. The 
opportunities include businesses, affinity groups and consumers with extended 
families.  In addition to direct sales, Octel's distribution channels such as 
telcos and other resellers would benefit from a universal network by opening 
new applications and sales possibilities.

<PAGE>

     VoiceCom Systems, Inc.

     VoiceCom is a privately-held company founded in 1984. In January 1991, 
VoiceCom acquired Wang Information Services. In September 1992, they bought 
Async from MCI.  For several years, VoiceCom was the e exclusive sales agent 
for AT&T's voice mail services.  VoiceCom marketed and supported AT&T Audix 
customers that preferred a service solution to the purchase of CPE voice mail. 
The relationship ended in 1993. The AT&T CPE sales force may have found it 
difficult selling against their own product.

     In its early days, VoiceCom's services and marketing strategy closely 
resembled Tigon's.  They targeted multiple-site accounts with a need for voice 
mail and messaging.  VoiceCom had success with medium-size companies with 
dispersed personnel and about a dozen large accounts.

     As a result of the merger activity, VoiceCom found itself with a number 
of different platforms (none of which were integrated, although all were 
capable of AMIS analog) including Audix, VMX, Centigram and Octel Maxxum.

     In recent years, with the acquisition of Async in late 1992, the Company 
believes that VoiceCom has positioned itself to be an enhanced voice mail 
service provider with AccessOne. The service allows the user to dial a single 
800 number.  From that point on, using menu options, the caller can complete a 
number of actions including  Voice messaging; Fax and information services; 
Custom calling; Multiple long-distance calls; International calls - outbound, 
inbound and callback; and Conference calls.

     Management believes that VoiceCom now targets companies with field 
personnel. Armed with private, public or cellular touch tone phones, personal 
digital assistants (PDAS) and laptops, the mobile professional can work from 
an automobile and/or home, eliminating the necessity for small regional branch 
offices. The cost of PDAs and laptop computers can be easily cost justified if 
a company can lower overhead by shutting down expensive field sites.

     For corporate headquarters, VoiceCom offers AccessOne Premise, which 
involves installing equipment on the customers' premises.  This product 
appears to appeal primarily to low-end and high-end users, assuming the 
mid-size company can cost-justify and maintain CPE voice mail.

     VoiceCom customers use 800 access in the US and international access  in 
50 countries.

     In the past, it is Management's opinion that industry analysts believed  
VoiceCom lacked focus because of its merger activity, multiple platforms and 
products, and effort to be all things to all market niches.  The company's 
recent emphasis on AccessOne, embracing the old Async product, could give 
VoiceCom the focus that has been missing.  VoiceCom's service is distinctly 
different from ONS and Voice-Tel. With the shifting economy forcing companies 
to operate more efficiently, and given the increasing acceptance of 
telecommuting, the "onecall" AccessOne enhanced voice mail service could prove 
to be more successful now and in the near future than when Async originally 
introduced it in 1984.

     According to industry sources, in mid-1994 VoiceCom had 150,000 mail 
boxes and Tigon had 180,000 mail boxes, while Voice-Tel had 300,000.  At the 
end of 1995, Voice-Tel had approximately 450,000.

     The Company believes that the most significant difference between its 
system versus that of its competitors is that the Company's service operates 
through local access numbers and provides the ability to connect its voice 
mail boxes to a customers home phone, car phone, office phone or local beeper 
while offering the extensive networking services such as broadcast messaging, 
which enables a message to be sent to many recipients with one call. However, 
there can be no assurance that the Company will be able to continue to 
effectively compete with its many competitors. 

<PAGE>

Dependence on few major customers

     The Company's revenues are primarily derived from two types of voice 
messaging accounts, Voice-Tel national accounts, and corporate/retail 
accounts.  The national accounts comprise approximately 60% of the Company's 
revenues, and consists primarily of independent distributors for multilevel 
marketing companies, such as Amway.  Amway accounts for approximately 60% of 
the Company's total revenues.  Corporate/retail accounts comprise 
approximately 40% of the Company's total revenues, and are typically made up 
of a number of different corporations or individuals who desire interactive 
voice messaging. There is no individual corporate/retail account that 
represents in excess of 10% of the revenues of the Company. See "Management's 
Discussion and Analysis."
      
Trademarks

     The Company has filed for federal trademark protection of the name and 
logo of "Communications/USA, Inc." and is preparing to file for various 
calling card names for its debit cards.

Item 2. Description of Property.

     The Company's corporate offices as well as its principal operating 
subsidiary is located at 4175 East Bay Dr., Suite 260, Clearwater, FL 
34624-6965, where the Company leases approximately 1,210 square feet of office 
space at prevailing market rates, pursuant to a three year lease which 
commenced on June 6, 1994, and terminates on May 31, 1997.

     The Company operates an equipment site at 2701 Cleveland Ave., Unit 11, 
Fort Myers, FL.  This space is leased at prevailing market rates pursuant to a 
five year lease which commenced on August 15, 1995, and terminates on August 
14, 2000. 

     The Company operates a sales office and equipment site at 1717 Second 
Street, Suite E, Second Floor, Sarasota, FL 34236, where it leases 
approximately 800 square feet of space at prevailing market rates, pursuant to 
a five year lease which commenced on July 1, 1992, and terminates on June 30, 
1997.

     The Company presently operates an equipment site, and intends to operate 
a sales office, at 12807 Hillsborough Avenue, Tampa, FL 33615, where it leases 
approximately 660 square feet of space at prevailing market rates, pursuant to 
a five year lease which commenced on July 14, 1994, and terminates on July 13, 
1999.

     Operation of an equipment site means that the Company operates 
telecommunications equipment, such as Centigram equipment or telephone trunks 
and lines, at different locations. The Company does not resell telephone or 
computer equipment, but uses this equipment to provide its services.


Item 3. Legal Proceedings. 

     Presently, the Company is not a party to, and does not anticipate being 
named as a party to, any pending legal proceeding, nor is any of its property 
the subject of a pending legal proceeding.  

Item 4. Submission of Matters to a Vote of Security Holders:

     None

<PAGE>

                                 PART II


Item 5. Market for Common Equity and Related Stockholder Matters. (201)

     (a)  Presently there is no public trading market for the company's common 
stock.

     (b)  As of the date of this report there are 183 holders of record of the 
company's common stock.

     (c)  The company has not paid any dividends on its common stock  for the 
last two fiscal years. There are no restrictions on the ability to pay 
dividends, if the operations are profitable.

Item 6. Management's Discussion and Analysis:

     Any discussion of 1995 results of operations assumes the entire fiscal 
year. The purchase of the company's subsidiaries did not take place until late 
in 1995 and as such only one month of the combined operations of the company 
are shown on the financial statements. Management felt that it would be more 
meaningful to the reader if the comparisons made were to like periods.  

     Presently, the Company's source of income is from the sale of Voice-Tel 
services, with a small amount of income generated by the sale of pagers. The 
national accounts comprise approximately 60% of the Company's revenues. A 
typical account in this category is a multilevel marketing company.  The 
largest national account, Amway, purchases a block of telephone numbers from 
the Company and then re-sells them to its independent distributors. All the 
incidentals of billing and collections are handled by Amway, with the Company 
receiving its revenues on a monthly basis.  Service issues are handled by the 
Company. The other national accounts are handled in the same manner as the 
Company's corporate/retail accounts, which means that the Company bills the 
end user, collects from the end user and provides customer service to the end 
user.

     The Company's business is primarily derived from two types of voice 
messaging accounts, Voice-Tel national accounts, and corporate/retail 
accounts. The Company sold $1,069,550 and $804,759 for the years ended 
December 31, 1996 and 1995 respectively from messaging accounts. The growth 
was primarily attributed to opening new territories, and heavy emphasis on new 
National Accounts. 

     The corporate/retail accounts typically comprise of corporations or 
individuals who desire interactive voice messaging. An example would be a 
local real estate broker who desires to be able to communicate with his/her 
agents through this medium. The other major target market is for companies 
with a field sales and service force.

     During 1995, Company raised approximately $650,000 through the sale of 
securities, the proceeds of which were used to pay the costs of the offering, 
and to purchase the stock of Gulf Coast Communications, Inc. The Company 
presently has no credit facilities. Accounts Receivable exceeded the revenues 
for the reported period because due to the inclusion of short term advances to 
a shareholder. These advances have been recovered in the subsequent periods. 
The Company collects its Accounts receivable in less than 30 days. Also, a 
portion of the sales are made through bank drafts and/or credit cards, thus 
accelerating the cash flow.

     In February 1996, the Company obtained a rate adjustment from its local 
telephone provider to more closely match the rates enjoyed by paging companies. 
Due to this favorable rate adjustment, the Company will experience a 
substantial reduction in telecommunications costs for 1996, this amounted to 
approximately $140,000 during 1996.

<PAGE>

     Presently, the Company's cash flow is adequate to meet its operating 
expenditures for the next 12 months and management expects that the reduced 
telecommunications costs will make a positive significant impact on the 
Company's cash position over the next twelve months. 

     During 1996, the Company spent approximately $152,000 in capital 
expenditures. This was necessary due to the growth  of customers, as well as 
to take full advantage of reduced telecommunication expenses, and expanded 
territories.  The Company does not expect to spend at this level during fiscal 
1997. Capital expenditures, specifically speech hours, are a necessity in this 
industry, as customers increase.

     In order to accomplish its sales goals, the Company will be required to 
add sales employees. Management anticipates approximately two new sales 
positions to be created during the next fiscal year. The company presently has 
eight full time employees.
 
     On March 24, 1997, the Company entered into a non-binding letter of 
intent with Premier Technologies, Inc. The purpose of the letter is to 
investigate the possible merger of the Company with Premier. The transaction 
would be accomplished through the exchange of common stock. The transaction is 
expected to be finalized by the end of the second quarter of 1997. 

     
Item 7. Financial Statements.

Item 8. Changes in and Disagreements with Accountants on              
Accounting and  Financial Disclosure 

     The Company has not, during its two most recent fiscal years, changed or 
has had any disagreement with is principal independent accountant.



                                 PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons, 
        Compliance with section 16(a) of the
        Exchange Act.                 

     The following table  summarizes the Officers and Directors of the 
Company.

<TABLE>
<CAPTION>

        Name                   Age        Position Held
        <S>                    <C>        <C>

        Raul E. Balsera        47         President and Director

        Robert B. Feiman       50         Vice President & Director

        David B. Runyan        45         Director

</TABLE>

     The following is a brief account of the business experience and the 
educational background of the officers and director of the Company: 

     Raul E. Balsera, 47, has been the President of the Company since August 
12, 1996, Chief Financial Officer of the Company since April, 1995, and has 
served as President of the Company's subsidiary, CommTel/USA, Inc. since 
September 1995. Mr. Balsera has been a Certified Public Accountant since 1973, 
starting his career with the big six accounting firm of Arthur Andersen & Co. 
From 1980 until 1984 he was the Manager of General Accounting and Contract 
Administration at Sensormatic Electronics Corporation, a Florida based public 
company. For two years he served as Chief Financial Officer of Bio-Analytic 

<PAGE>

Laboratories, another publicly held Florida company. Mr. Balsera spent three
additional years at Sensormatic as Director of Marketing Administration, where 
he was responsible for the administrative and financial functions of the Sales 
and Marketing departments. Since 1991 he has been practicing public 
accounting, concentrating on corporate taxation and Securities & Exchange 
Commission financial regulatory consulting. Mr. Balsera is a member of the 
National Association of Tax Professionals, the Florida Institute of Certified 
Public Accountants and the American Institute of Certified Public Accountants. 
Mr. Balsera obtained his Bachelor of Business Administration degree in 
Accounting and Management from Florida Atlantic University.

     Robert B. Feiman, 50, has served as Executive Vice President of the 
Company's subsidiary, CommTel/USA, Inc. since September 1995. Mr. Feiman's 
experience in the interactive voice messaging market includes opening the 
Tallahassee market. In Tallahassee, he designed, developed, introduced, and 
implemented niche market programs directed towards the unique market of 
Florida's capital city. His duties include the opening of the Company's new 
territories that have never had Voice-Tel service available, as well as 
assisting in the assimilation of acquired operating territories. In addition, 
he is in charge of managing sales for the national account segment of the 
Company's business. From 1985 until 1994 he was the President and Chief 
Operating Officer of Potomac Crane Corporation, a construction equipment sales 
and leasing service company. Mr. Feiman served in the United States Air Force 
as a Fighter Intercept Director and thereafter obtained his Bachelor of 
Science degree in Finance from Florida State University.

     David H. Runyan has been a partner in the Law Firm of Gibbs and Runyan 
P.A. for the past five years. Mr. Runyan specializes in contract as well as 
criminal law. Prior to going into private practice Mr. Runyan was Assistant 
United States Attorney for the Middle District of Florida, and Asst. State 
Attorney for Pinellas County, Florida. He received his JD from Stetson 
University Law School in 1977.     

Item. 10. Executive Compensation. 

     Compensation paid or accrued by the Company for services rendered during 
the last fiscal year by the Company's President Raul E. Balsera equaled 
$50,000.  No other executive officer's total annual salary and bonus exceeded 
$100,000.

Employment Agreement

The Company has employment agreements with Mr. Balsera and Mr. Feiman, which 
call for annual compensation of $60,000, and performance based bonuses which 
shall be made at the discretion of the Board of Directors. The agreements 
expire  in August and November 2001, respectively. 

The Company has entered into Employment Agreements with James B. Holliday 
(Chief Operating Officer of CommTel/USA, Inc.) and Ruth A. Holliday (Vice 
President-Operations of CommTel/USA, Inc.). Each of these contracts is for a 
term of two years, commencing on November 28, 1995, and provide for (i) a 
minimum base salary of $60,000, with annual upward adjustments to their base 
salaries commensurate with their cost of living increases; (ii) health 
insurance; (iii) use of a company car; and (iv) performance based bonuses 
which shall be made at the discretion of the Board of Directors of the 
Company. 

Compensation of Directors

     The directors of the Company serve without compensation for their 
services as directors.  The directors reimbursed by the Company for all 
out-of-pocket expenses reasonably incurred by them in the discharge of their 
duties as directors, including out-of-pocket expenses incurred. 

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and
         Management.

The following table sets forth the number of shares of the Company's common 
stock, beneficially owned as of the date of this Form 10KSB, by the officers 
and directors and 5% shareholders of the Company:

<TABLE>
<CAPTION>

Name & Address of              Number of Shares        Position    Percent of
Beneficial Owner                                                   Ownership 
<S>                            <C>                     <C>         <C>  (1)

Raul E. Balsera                   1,300,000            President        33.2%
4175 E. Bay Dr., Suite 260
Clearwater,  FL 34624-6965(2)

Robert B. Feiman                  1,855,000            Exec. V.P.       47.4%
4175 East Bay Dr., Suite 260
Clearwater, FL 34624-6965(3)

James B. Holliday                   312,500            V.P. Ops          8.0%    
4175 East Bay Dr., Suite 260                         
Clearwater, FL 34624-6965

All officers and directors        3,567,500                             91.2%
as a group.                                        ____________________________

</TABLE>

(1)  Assumes full conversion of all 23,750 shares of outstanding 14% 
Convertible Preferred Stock into common stock, on the basis of one share of 
common stock for one share of preferred stock. Does not assume the issuance of 
additional shares in potential acquisitions.

(2)  855,000 shares are owned jointly with Mr. Balsera's wife, Georgia 
Balsera, 370,000 shares are in the name of Palm Capital, Inc., a corporation 
owned jointly by Mr. Feiman and Mr. Balsera, 75,000 shares are owned by Mr. 
Balsera's son and daughter. Mr. Balsera has voting power over all the shares.
 
(3)  900,000 shares are owned jointly with Mr. Feiman's wife, Roberta Feiman, 
880,000 shares are in the name of Palm Capital, Inc., a corporation owned 
jointly by Mr. Feiman and Mr. Balsera. 75,000 shares are owned by Mr. Feiman's 
daughters. Mr. Feiman has voting power over all the shares.


Item 12. Certain Relationships and Related Transactions. 

     Transactions with Officers and Beneficial Owners

     James Holliday and Ruth Holliday, have received payments in the amounts 
of $325,000 and $75,000 and have received a promissory note in the amount of 
$150,000, bearing interest at 7% per annum from the Company in connection with 
the Company's acquisition of Gulf Coast.  The $325,000 was paid on November 
28, 1995, the $75,000 was paid on February 27, 1996. The $150,000 note is due 
on February 27, 1998 with a holder's option for a balloon payment of the 
entire amount on February 27, 2001.  Additionally, the former Gulf Coast 
stockholders have the right to receive an aggregate of approximately 125,000 
shares of Comm/USA Common Stock upon completion of their first year of 
employment with the Company, and approximately 125,000 shares of Common Stock 
upon completion of their second year of employment with the Company.  Mr. and 
Mrs. Holliday also received 62,500 shares of Comm/USA Common Stock pursuant to 
the Asset Purchase Agreement dated October 23, 1995, between Comm/Tel and 
Voice-Tel SWF. 

<PAGE>

     Robert B. Feiman and his wife, Roberta Feiman, received 250,000 shares of 
Comm/USA Common Stock and the sum of $30,000 in connection with the Asset 
Purchase Agreement dated October 23, 1995, as amended, between Comm/Tel and 
Voice-Tel SWF.  

Item 13. Exhibits and Reports on Form 8-K

     There were no 8-K reports filed during the year ended December 31, 
1996.     
     

                                 SIGNATURES

     In accordance with Section 13 or 15(d)  of the Securities and Exchange 
Act of 1934, the registrant has caused this report to be signed on its behalf 
by the undersigned, thereunto duly authorized.

Communications/USA, Inc.
(Registrant)

Date: April 9, 1997

By: /s/Raul E. Balsera
     (Signature)
Raul E. Balsera
President



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the 
dates indicated:


By:/s/Robert B. Feiman                                   Date:  April 9, 1997
   Robert B. Feiman, Executive V.P. & Director


By:/s/David H. Runyan                                    Date:  April 9, 1997
   David H. Runyan, Director