UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7863 / June 13, 2000

SECURITIES EXCHANGE ACT OF 1934
Release No. 42924 / June 13, 2000

ADMINISTRATIVE PROCEEDING
File No. 3 - 9159

I.

In connection with a public administrative proceeding instituted against him pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Edward Williamson ("Williamson") has submitted an Offer of Settlement ("Offer") to the Securities and Exchange Commission ("Commission"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained herein, except as to jurisdiction which is admitted, Williamson consents to the entry of the findings and orders set forth below.

II.

On the basis of this Order Making Findings, Imposing Remedial Sanctions, and Imposing a Cease-and-Desist Order ("Order") and the Offer submitted by Williamson, the Commission makes the following findings¹:

A. Edward Williamson ("Williamson"), at the time of the conduct in question was 49 years old, and a resident of Kansas.

B. OMAP Holdings, Inc. is located in Kew Gardens, New York. The company's securities are penny stocks and are registered with the Commission pursuant to Section 12(b) of the Exchange Act and are listed on the Over-the-Counter Bulletin Board under the symbol OMHI.

C. During the period from at least in or about September 1996 through in or about October 1996, Williamson offered to pay, and did pay, undisclosed compensation to person(s) whom he believed to be registered representative(s) or registered principal(s), to induce such registered representatives, registered principals or persons to purchase the common stock of OMHI for the account of customers. For example, on or about October 1, 1996, Williamson transferred $4,375 to a broker-dealer which was undisclosed compensation for the previous purchases of 36,000 shares of OMHI at approximately $0.50 to $0.625 per share by the broker-dealer. Accordingly, Williamson willfully violated, and committed and caused violations of, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

III.

Based on the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions and issue the cease-and-desist order as specified in the Offer of Settlement.

Accordingly, IT IS HEREBY ORDERED that:

1. Respondent Williamson, effective immediately, cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and

2. Respondent Williamson, effective immediately, be and hereby is barred from participation in penny stock offerings.

By the Commission.

Jonathan G. Katz

Secretary

Footnotes

http://www.sec.gov/litigation/admin/33-7863.htm