As filed with the Securities and Exchange Commission on  October
30, 1996
                                      Commission No. 0-25276


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                       DIGIMEDIA USA, INC.
       (Exact name of issuer as specified in its Charter)

     NEVADA                                       88-032364
  State of Incorporation                       (I.R.S. Employer
                                              Identification No.)
2454 Northeast 13th Avenue
Fort Lauderdale, FL.  33305
(Address of Principal Executive Offices)
(Mailing Code)

         EMPLOYEES, OFFICERS, DIRECTORS STOCK OPTION PLAN
                     (Full title of the Plan)



                   Kirk J. Girrbach, President
                       DigiMedia USA, Inc.
                   2454 Northeast 13th Avenue
                   Fort Lauderdale, FL. 33305
                         (954) 565-8726
                                
        (Name, address. including zip code and telephone
         number, include area code of agent for service)




                                
                                
                                
                                
                                
                                
                 CALCULATION OF REGISTRATION FEE

  Title of                              Proposed   Proposed
  Securities                            Maximum     Maximum
  To Be            Amount to be                   Aggregate
  Registration     Registered            Price Per Offering        Fee
                                        Share (1)   Price (1)

  Common Stock       300,000           $.468      $140,400        $100.00
  $.000667 par Value
  Per Share

  Total              300,000           $.468      $140,400        $100.00


    (1)  Estimated  solely for the purpose of  calculating  the
  registration  fee pursuant to Rule 457 on the  basis  of  the
  average  bid  ($.468)  price per share  of  common  stock  of
  Interactive  DigiMedia  USA,  Inc.  on  October  3,  1996  as
  reported  by  the  National Quotation Bureau NonNasdaq  Price
  Report for Over the Counter securities.
  
                             PART 11

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3. Incorporation of Documents by Reference.

     The  following documents, or portions thereof,  heretofore
  filed  by  DigiMedia USA, Inc. (the "Company") with the  U.S.
  Securities  and  Exchange Commission (the  "Commission")  are
  hereby   incorporated  by  reference  in  this   Registration
  Statement on Form S-8 (the "Registration Statement"):
  
     (a)   The  latest Quarterly Report on Form 10-QSB for  the
  quarter  ended June 30, 1996, filed by the Company  with  the
  Commission pursuant to Section 13(a) under the Exchange Act;
  
     (b)   All  documents  subsequently filed  by  the  Company
  pursuant  to  Sections  13(a), 13(c),  14  or  15(d)  of  the
  Exchange   Act  prior  to  the  filing  of  a  post-effective
  amendment  which indicates that all securities  offered  have
  been  sold or which deregisters all securities then remaining
  unsold,  shall be deemed to be incorporated by  reference  in
  this Registration Statement and to be a part hereof from  the
  date of filing such documents.
  
  Item 4. Description or Securities.
  
     Not applicable

    Item 5. Interest of Named Experts and Counsel

   No experts or counsel have any substantial interest, direct or
indirect, in the Company.

Item 6. Indemnification of Directors and Officers.

   The  Articles of Incorporation of the Company provide that the
Company  shall  indemnify  the  directors  and  officers  of  the
Company.   This  indemnification extends to cover the  reasonable
costs,  expenses  and liabilities (including reasonable  attorney
fees)  incurred  by  or imposed upon him in connection  with,  or
resulting    from,   any   claim,   action,   suit,   proceeding,
investigation or inquiry of whatever nature in which  he  may  be
involved as a party or otherwise by reason of his being or having
been a director or officer of the corporation, whether or not  he
continues  to be such director or officer of the corporation,  at
the  time  of the incurring or imposition of such costs, expenses
or  liabilities, except in relation to matters  as  to  which  he
shall  be  finally  adjudged  in such action,  suit,  proceeding,
investigation  or  inquiry to be liable for  willful  misconduct,
willful  neglect,  or  negligence toward  or  on  behalf  of  the
corporation in the performance of his duties as such director  or
officer  of the Corporation.  As to whether or not a director  or
officer  was  liable  by  reason of willful  misconduct,  willful
neglect, or negligence toward or on behalf of the corporation  in
the  performance of his duties as such director or officer of the
corporation,  in  the absence of such final adjudication  of  the
existence  of  such  liability, the Board of Directors  and  each
director  and  officer may conclusively rely upon an  opinion  of
legal  counsel  selected by or in the manner  designated  by  the
Board of Directors.  The foregoing right to indemnification shall
be  in  addition to and not in limitation of all other rights  to
which  such person may be entitled as a matter of law  and  shall
inure to the benefit of the legal representative of such person.

   Insofar  as indemnification for liabilities arising under  the
Securities  Act  of  1933,  as  amended,  may  be  permitted   to
directors'  officers and controlling persons of  the  Registrant,
the  Registrant  has  been advised that in  the  opinion  of  the
Commission  such  indemnification is  against  public  policy  as
expressed in the Act, and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification by it is against the public policy  as  expressed
in the Act and will be governed by the final adjudication of such
issue.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

    
    1.  Amended and Restated Articles of Incorporation.

    2.  Bylaws of the Company.

    3.  Specimen Common Stock Certificate

    4.  Consent and Opinion of Counsel that said securities are
        validly issued.
    
    5.      Employment Agreements with attached Exhibits.

Item 9. Undertakings

   A. To Update Annually

   The undersigned registrant hereby undertakes (1) other than as
provided  in  the  proviso to item 512(a) of regulation  S-K,  to
file,  during any period in which offers or sales are being made,
a  post-effective amendment to this registration statement (a) to
include  any  prospectus  required by  Section  10(a)(3)  of  the
Securities  Act, (b) to reflect in the prospectus  any  facts  or
events  arising  after  the effective date  of  the  registration
statement  (or the most recent post-effective amendment  thereof)
which,  individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  registration
statement,  and  (c)  to  include any material  information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information  in  the registration; (2) that for  the  purpose  of
determining  any liability under the Securities  Act,  each  such
post-effective amendment that contains a form of prospectus shall
be  deemed  to  be a new registration statement relating  to  the
securities  offered therein, and the offering of such  securities
at  the time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

    B.  Incorporation  of Subsequent Securities Exchange  Act  of
        1934 Documents by Reference

   The   undersigned  registrant  hereby  undertakes  that,   for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) of Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

    C. Indemnification of Officers and Directors

   Insofar  as indemnification for liabilities arising under  the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling persons of the registrant, pursuant to the  foregoing
provisions, or otherwise, the registrant has been advised that in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is,  therefore, unenforceable.  In the event that claim  for
indemnification against such liabilities (other than the  payment
by  the  registrant of expenses incurred or paid by  a  director,
officer or controlling person of the registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question of whether such indemnification by it is against  public
policy as expressed in the Act and will be governed by the  final
adjudication of such issue.

                           SIGNATORIES

    Pursuant  to the requirements of the Securities Act of  1933,
as  amended,  the  registrant certifies that  it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized in the City of  Fort Lauderdale, FL. on
October 3, 1996.
                                
      Pursuant to the requirements of the Securities Act of 1933,
this  Form  S-8  Registration Statement has been  signed  by  the
following persons in the capacities and on the dates indicated.

      
                      Vice  President/Dir.      October 3, 1996
      Signatures              Titles                 Date

                                
                                
                          EXHIBIT INDEX

Exhibit Number          Description


     1        Amended and Restated Articles
                 of Incorporation

     2        By-Laws of the Company

     3        Specimen Common Stock Certificate

     4        Consent and Opinion of Counsel

     5        Employment Agreements
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11862}]
{"company-data": {"conformed-name": "DIGIMEDIA USA INC", "cik": "0000925376", "assigned-sic": "7371", "irs-number": "880320364", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15175", "film-number": "96651087"}, "business-address": {"street1": "2454 NE 13 AVENUE", "street2": "600", "city": "FT LAUDERDALE", "state": "FL", "zip": "33305", "phone": "3059381181"}, "mail-address": {"street1": "2454 NE 13 AVENUE", "street2": "600", "city": "FT LAUDERDALE", "state": "FL", "zip": "33305"}, "former-company": {"former-conformed-name": "INTERNATIONAL TRAINING & EDUCATION CORP", "date-changed": "19940615"}}
As filed with the Securities and Exchange Commission on  October
30, 1996
                                      Commission No. 0-25276

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                       DIGIMEDIA USA, INC.
       (Exact name of issuer as specified in its Charter)

     NEVADA                                       88-032364
  State of Incorporation                       (I.R.S. Employer
                                              Identification No.)
2454 Northeast 13th Avenue
Fort Lauderdale, FL.  33305
(Address of Principal Executive Offices)
(Mailing Code)

         EMPLOYEES, OFFICERS, DIRECTORS STOCK OPTION PLAN
                     (Full title of the Plan)

                   Kirk J. Girrbach, President
                       DigiMedia USA, Inc.
                   2454 Northeast 13th Avenue
                   Fort Lauderdale, FL. 33305
                         (954) 565-8726
                                
        (Name, address. including zip code and telephone
         number, include area code of agent for service)

                                
                                
                                
                                
                                
                                
                 CALCULATION OF REGISTRATION FEE

  Title of                              Proposed   Proposed
  Securities                            Maximum     Maximum
  To Be            Amount to be                   Aggregate
  Registration     Registered            Price Per Offering        Fee
                                        Share (1)   Price (1)

  Common Stock       300,000           $.468      $140,400        $100.00
  $.000667 par Value
  Per Share

  Total              300,000           $.468      $140,400        $100.00

    (1)  Estimated  solely for the purpose of  calculating  the
  registration  fee pursuant to Rule 457 on the  basis  of  the
  average  bid  ($.468)  price per share  of  common  stock  of
  Interactive  DigiMedia  USA,  Inc.  on  October  3,  1996  as
  reported  by  the  National Quotation Bureau NonNasdaq  Price
  Report for Over the Counter securities.
  
                             PART 11

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3. Incorporation of Documents by Reference.

     The  following documents, or portions thereof,  heretofore
  filed  by  DigiMedia USA, Inc. (the "Company") with the  U.S.
  Securities  and  Exchange Commission (the  "Commission")  are
  hereby   incorporated  by  reference  in  this   Registration
  Statement on Form S-8 (the "Registration Statement"):
  
     (a)   The  latest Quarterly Report on Form 10-QSB for  the
  quarter  ended June 30, 1996, filed by the Company  with  the
  Commission pursuant to Section 13(a) under the Exchange Act;
  
     (b)   All  documents  subsequently filed  by  the  Company
  pursuant  to  Sections  13(a), 13(c),  14  or  15(d)  of  the
  Exchange   Act  prior  to  the  filing  of  a  post-effective
  amendment  which indicates that all securities  offered  have
  been  sold or which deregisters all securities then remaining
  unsold,  shall be deemed to be incorporated by  reference  in
  this Registration Statement and to be a part hereof from  the
  date of filing such documents.
  
  Item 4. Description or Securities.
  
     Not applicable

    Item 5. Interest of Named Experts and Counsel

   No experts or counsel have any substantial interest, direct or
indirect, in the Company.

Item 6. Indemnification of Directors and Officers.

   The  Articles of Incorporation of the Company provide that the
Company  shall  indemnify  the  directors  and  officers  of  the
Company.   This  indemnification extends to cover the  reasonable
costs,  expenses  and liabilities (including reasonable  attorney
fees)  incurred  by  or imposed upon him in connection  with,  or
resulting    from,   any   claim,   action,   suit,   proceeding,
investigation or inquiry of whatever nature in which  he  may  be
involved as a party or otherwise by reason of his being or having
been a director or officer of the corporation, whether or not  he
continues  to be such director or officer of the corporation,  at
the  time  of the incurring or imposition of such costs, expenses
or  liabilities, except in relation to matters  as  to  which  he
shall  be  finally  adjudged  in such action,  suit,  proceeding,
investigation  or  inquiry to be liable for  willful  misconduct,
willful  neglect,  or  negligence toward  or  on  behalf  of  the
corporation in the performance of his duties as such director  or
officer  of the Corporation.  As to whether or not a director  or
officer  was  liable  by  reason of willful  misconduct,  willful
neglect, or negligence toward or on behalf of the corporation  in
the  performance of his duties as such director or officer of the
corporation,  in  the absence of such final adjudication  of  the
existence  of  such  liability, the Board of Directors  and  each
director  and  officer may conclusively rely upon an  opinion  of
legal  counsel  selected by or in the manner  designated  by  the
Board of Directors.  The foregoing right to indemnification shall
be  in  addition to and not in limitation of all other rights  to
which  such person may be entitled as a matter of law  and  shall
inure to the benefit of the legal representative of such person.

   Insofar  as indemnification for liabilities arising under  the
Securities  Act  of  1933,  as  amended,  may  be  permitted   to
directors'  officers and controlling persons of  the  Registrant,
the  Registrant  has  been advised that in  the  opinion  of  the
Commission  such  indemnification is  against  public  policy  as
expressed in the Act, and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification by it is against the public policy  as  expressed
in the Act and will be governed by the final adjudication of such
issue.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

    
    1.  Amended and Restated Articles of Incorporation.

    2.  Bylaws of the Company.

    3.  Specimen Common Stock Certificate

    4.  Consent and Opinion of Counsel that said securities are
        validly issued.
    
    5.      Employment Agreements with attached Exhibits.

Item 9. Undertakings

   A. To Update Annually

   The undersigned registrant hereby undertakes (1) other than as
provided  in  the  proviso to item 512(a) of regulation  S-K,  to
file,  during any period in which offers or sales are being made,
a  post-effective amendment to this registration statement (a) to
include  any  prospectus  required by  Section  10(a)(3)  of  the
Securities  Act, (b) to reflect in the prospectus  any  facts  or
events  arising  after  the effective date  of  the  registration
statement  (or the most recent post-effective amendment  thereof)
which,  individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  registration
statement,  and  (c)  to  include any material  information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information  in  the registration; (2) that for  the  purpose  of
determining  any liability under the Securities  Act,  each  such
post-effective amendment that contains a form of prospectus shall
be  deemed  to  be a new registration statement relating  to  the
securities  offered therein, and the offering of such  securities
at  the time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

    B.  Incorporation  of Subsequent Securities Exchange  Act  of
        1934 Documents by Reference

   The   undersigned  registrant  hereby  undertakes  that,   for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) of Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

    C. Indemnification of Officers and Directors

   Insofar  as indemnification for liabilities arising under  the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling persons of the registrant, pursuant to the  foregoing
provisions, or otherwise, the registrant has been advised that in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is,  therefore, unenforceable.  In the event that claim  for
indemnification against such liabilities (other than the  payment
by  the  registrant of expenses incurred or paid by  a  director,
officer or controlling person of the registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question of whether such indemnification by it is against  public
policy as expressed in the Act and will be governed by the  final
adjudication of such issue.

                           SIGNATORIES

    Pursuant  to the requirements of the Securities Act of  1933,
as  amended,  the  registrant certifies that  it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized in the City of  Fort Lauderdale, FL. on
October 3, 1996.
                                
      Pursuant to the requirements of the Securities Act of 1933,
this  Form  S-8  Registration Statement has been  signed  by  the
following persons in the capacities and on the dates indicated.

      
                      Vice  President/Dir.      October 3, 1996
      Signatures              Titles                 Date

                                
                                
                          EXHIBIT INDEX

Exhibit Number          Description

     1        Amended and Restated Articles
                 of Incorporation

     2        By-Laws of the Company

     3        Specimen Common Stock Certificate

     4        Consent and Opinion of Counsel

     5        Employment Agreements