UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 FORM 10-KSB/A-1

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

Commission file number:  0-11734

                           OMAP HOLDINGS INCORPORATED
             (Exact name of Registrant as specified in its Charter)


      NEVADA                                                       87-0548148
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                82-66 Austin Street Kew Gardens, New York 11415
                    (Address of Principal Executive Offices)
                                 (801) 575-8073
              (Registrant's Telephone Number, Including Area Code)

               SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF
                      THE SECURITIES EXCHANGE ACT OF 1934:

Title of Each Class              Name of Each Stock Exchange on Which Registered
Common Stock, Par Value $0.001 Per Share                  None

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-B is not contained herein and will not be contained, to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 NO X

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant at September 13, 1996 was approximately $4,096,092.

         The  number of shares  of  Registrant's  Common  Stock  outstanding  on
September 13, 1996 was 23,875,351.

     The Registrant's  total revenues for the year ended December 31, 1995, were
$-0--
<PAGE>
Results of Operations

         The Company  generated no operating  revenues for 1995 or 1994. This is
due to the fact  that the  Company  devoted  all its  efforts  to  disposing  of
unprofitable  subsidiaries  and locating  suitable  merger/acquisition  partners
during 1994. In 1995, the Company  continued to actively  search for acquisition
opportunities  until December 15, 1995,  when it acquired Kohl;  however,  since
Kohl had a minimum  level of  operations  from December 15, 1995 to December 31,
1995 due to the holidays,  results of operations for Kohl were not  incorporated
in the  Consolidated  Statements of Operations  for the year ended  December 31,
1995. Consequently,  the Company showed no operating revenues for either 1994 or
1995.  Note 8 to the  Consolidated  Financial  Statements  presents the Proforma
Statements of Operations as if the  acquisition  had been  effective  January 1,
1994 and 1995. For additional  information on Kohl, see "Item 1 - Description of
Business."

         Depreciation and amortization expenses increased to $4,168 in 1995 from
$0 in 1994. In 1994, the Company had no fixed or intangible assets and therefore
no  depreciation or  amortization  expenses.  The $4,168 for 1995 represents the
amortization  on the technology  and  proprietary  information  that the Company
acquired  from  Otto  Barenthin.  See "Item 1 -  Description  of  Business"  for
additional information on the acquisition.

         Selling,  general and  administrative  expenses for 1995 were  $653,424
compared to $151,429 for 1994.  The increase is  attributable  to the  Company's
expenses  incurred  related to the acquisition of subsidiaries  and assets.  For
additional  information  on these  transactions,  see "Item 1 -  Description  of
Business."

         Income (loss) before  disposition  of  subsidiaries  was $(652,508) for
1995 and $24,623 for 1994.  The loss in 1995 was,  again,  due  primarily to the
Company's expenses associated with various  acquisitions.  In 1994, on the other
hand,  the Company  realized gain on sale of  investments  for  $157,018,  which
resulted in income before disposition of subsidiaries.

         The Company  realized  gain from  disposition  of  subsidiaries  in the
amount of $751,800 in 1994  compared to $0 for 1995.  During  1994,  the Company
liquidated the remainder of its  subsidiaries and many assets were liquidated at
prices above the original costs.

         The  Company  had a net loss of  $652,508  compared  to net  income  of
$776,423 for 1994.  The  comparison of net income (loss)  figures is essentially
irrelevant since the Company had no significant  operations in 1994 and 1995 and
net income for 1994 mostly stemmed from extraordinary items.

Capital Resources and Liquidity

         During  1994 and 1995,  the Company  settled a portion of its  existing
liabilities  by issuing  stock to pay its creditors as well as  consultants  and
other professionals for various services rendered.

         At the end of  1994,  the  Company  had  negative  working  capital  of
$52,412.  On December 31, 1995,  the Company's  working  capital  deficiency was
$149,668.  The increase in deficiency is attributable to the Company's  purchase
of Kohl, which had a net working capital deficiency on December 31, 1995.

         Net  stockholders'  deficit in the  Company  was  $52,412 at the end of
1994. At the end of 1995, however, the Company had a net stockholders' equity of
$5,305,072.  The main reasons behind the increase are the Company's  acquisition
of several  patents  through  issuance of its Common Stock,  and the purchase of
Kohl, which had a net stockholders' equity as of December 31, 1995.

         On  January 9,  1996,  the  Company  entered  into a one-year  Offshore
Consulting  and   Securities   Subscription   Agreement  with  various   foreign
consultants (the "Consulting Agreement").  Pursuant to the Consulting Agreement,
the  consultants  are to  introduce  the Company to foreign  investors,  who can
provide the Company with needed working capital.  On March 12, 1996, pursuant to
the  Consulting  Agreement,  the  Company  authorized  the  issuance  of 112,000
restricted  shares of its Common Stock,  valued at $189,000,  to the consultants
for services provided.

         Between  January and April 1996,  the Company issued Common Stock to 10
foreign investors.  These investors  collectively  purchased 5,500,000 shares of
the Company's Common Stock issued pursuant to Regulation S of the Securities Act
of 1933 for $660,000.

Foreign Currency Translation

         Since  Kohl is a French  company  whose  financial  statements  must be
translated into U.S.  Dollars to conform with the requirements of the Securities
and Exchange  Commission,  major  changes in the currency  exchange rate between
French Francs and U.S.  Dollars may have a  significant  impact on operations of
the Company. Although the Company does not anticipate the currency exchange rate
to be significantly different over the next 12 months, no such assurances can be
given.



ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



         See the audited financial  statements  attached hereto and numbered F-1
through F-24.
<PAGE>

                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                       (FORMERLY LOGOS INTERNATIONAL, INC.
                                AND SUBSIDIARIES)

                        Consolidated Financial Statements

                                December 31, 1995


<PAGE>
                                 C O N T E N T S

Independent Auditors' Report.............................................. F - 3

Consolidated Balance Sheet ............................................... F - 4

Consolidated Statements of Operations .................................... F - 6

Consolidated Statements of Stockholders' Equity (Deficit) ................ F - 7

Consolidated Statements of Cash Flows..................................... F - 8

Notes to the Consolidated Financial Statements........................... F - 10

<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board of Directors
OMAP Holdings Incorporated and Subsidiaries
(Formerly Logos International, Inc. and Subsidiaries)
Salt Lake City, Utah


We have audited the  accompanying  consolidated  balance  sheet of OMAP Holdings
Incorporated  and   Subsidiaries   (formerly  Logos   International,   Inc.  and
Subsidiaries) as of December 31, 1995 and the related consolidated statements of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
December 31, 1995 and 1994. 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 audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial position of OMAP
Holdings Incorporated and Subsidiaries  (formerly Logos International,  Inc. and
Subsidiaries)  as of December 31, 1995,  and the  consolidated  results of their
operations  and their cash flows for the years ended December 31, 1995 and 1994,
in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 6 to the
consolidated  financial statements,  the Company has incurred significant losses
which have resulted in an accumulated  deficit,  raising substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters  are  also  described  in  Note  6.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



Jones, Jensen & Company
September 4, 1996
<PAGE>
<TABLE>
<CAPTION>


                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                           Consolidated Balance Sheet


                                     ASSETS


                                                                    December 31,
                                                                        1995

CURRENT ASSETS

<S>                                                                   <C>       
  Cash and cash equivalents ................................          $  623,306
  Accounts receivable - net (Note 1) .......................           1,043,012
  Inventories (Note 2) .....................................             725,492
                                                                      ----------

     Total Current Assets ..................................           2,391,810

PROPERTY AND EQUIPMENT - NET (Note 3) ......................           2,238,954
                                                                      ----------

OTHER ASSETS

<S>                                                                    <C>      
Patents and related technology - net (Note 4) ................         2,170,833
Prepaid expenses .............................................            20,573
Goodwill (Note 1) ............................................           597,678
Investment securities (Note 9) ...............................           426,702
                                                                      ----------

   Total Other Assets ........................................         3,215,786

   TOTAL ASSETS ..............................................        $7,846,550
                                                                      ==========
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                           Consolidated Balance Sheet


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                    December 31,
                                                                          1995

CURRENT LIABILITIES

<S>                                                                   <C>       
Accounts payable ............................................         $1,441,494
Notes payable - related-parties (Note 5) ....................            542,809
Accrued expenses ............................................            108,388
Payroll taxes payable .......................................            448,787
                                                                      ----------

   Total Current Liabilities ................................          2,541,478

    Total Liabilities .......................................          2,541,478

COMMITMENTS AND CONTINGENCIES (Note 12)                                       -
                                                                   -------------

STOCKHOLDERS' EQUITY

 Common stock: 100,000,000 shares authorized
  of $0.001 par value, 17,981,933 shares issued
<S>                                                                      <C>   
 and outstanding ...........................................             17,982
Additional paid-in capital .................................         12,569,607
Currency translation adjustment ............................             17,108
Accumulated deficit ........................................         (7,299,625)
                                                                   ------------

    Total Stockholders' Equity .............................          5,305,072

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............       $  7,846,550
                                                                   ============
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                      Consolidated Statements of Operations


                                                        For the Years Ended
                                                            December 31,
                                                           1995          1994

<S>                                                  <C>            <C>      
NET SALES ........................................   $      --      $      --

COST OF SALES ....................................          --             --
                                                     -----------    -----------

GROSS MARGIN .....................................          --             --

EXPENSES

 Amortization expense ............................         4,168           --
 Selling, general and administrative expenses ....       653,424        151,429
                                                     -----------    -----------

     Total Expenses ..............................       657,592        151,429
                                                     -----------    -----------

LOSS FROM OPERATIONS .............................      (657,592)      (151,429)
                                                     -----------    -----------

OTHER INCOME (EXPENSE)

  Interest income ................................         3,000           --
  Interest expense ...............................           (55)       (10,379)
  Dividend income ................................           749           --
  Gain on sale of investments ....................          --          157,018
  Forgiveness of debt income .....................         1,390         29,413
                                                     -----------    -----------

     Total Other Income (Expense) ................         5,084        176,052
                                                     -----------    -----------

INCOME (LOSS) BEFORE
 DISCONTINUED OPERATIONS .........................      (652,508)        24,623

INCOME FROM DISPOSITION OF SUBSIDIARIES ..........          --          751,800
                                                     -----------    -----------

NET INCOME (LOSS) ................................   $  (652,508)   $   776,423
                                                     ===========    ===========

NET INCOME (LOSS) PER SHARE

  Operating income (loss) ........................   $     (0.17)   $      0.04
  Income from disposition of subsidiaries ........          --             1.11
                                                     -----------    -----------

     Total Net Income (Loss) Per Share ...........   $     (0.17)   $      1.15
                                                     ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES ................     3,944,800        672,511
                                                     ===========    ===========
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
                                             OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
                                        (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                                      Consolidated Statements of Stockholders' Equity (Deficit)
                                                     December 31, 1995 and 1994

                                                                                                                            Total
                                                                           Additional      Currency                    Stockholders'
                                                    Common Stock            Paid-in       Translation      Accumulated      Equity
                                              Shares          Amount        Capital        Adjustment        Deficit       (Deficit)

<S>                                          <C>        <C>             <C>             <C>            <C>             <C>          
Balance, December 31, 1993 ..........        621,033    $        621    $  6,783,572    $       --     $ (7,423,540)   $   (639,347)

Common Stock issued for
 related party debt valued
 at $1.00 per share .................         40,363              40          40,241            --             --            40,281

Common Stock issued for debt
 valued at $1.54 per share ..........         21,653              22          33,365            --             --            33,387

Common Stock issued for services
 valued at $0.83 per share ..........        145,000             145         119,880            --             --           120,025

Cancellation of Common Stock ........         (2,580)             (3)        (25,797)           --             --           (25,800)

Discontinued operations .............           --              --          (357,381)           --             --          (357,381)

Net income for the year ended
 December 31, 1994 ..................           --              --              --              --          776,423         776,423
                                        ------------    ------------    ------------    ------------   ------------    ------------

Balance, December 31, 1994 ..........        825,469             825       6,593,880            --       (6,647,117)        (52,412)

Common Stock issued for
 services valued at an average
 of $0.27 per share .................      1,458,909           1,459         390,889            --             --           392,348

Common Stock issued for patents
 and related technology valued at
 $3.00 per share ....................        733,334             733       2,199,267            --             --         2,200,000

Common Stock issued for investments
 valued at $1.50 per share ..........        211,764             212         316,490            --             --           316,702

Common Stock issued for investments
 in subsidiaries valued @ $0.15/share     13,585,573          13,586       1,999,428            --             --         2,013,014

Common Stock issued for cash
 valued at $0.85 per share ..........      1,266,984           1,267       1,069,733            --             --         1,071,000

Cancellation of Common Stock ........       (100,100)           (100)            (80)           --             --              (180)

Currency translation adjustment .....           --              --              --            17,108           --            17,108

Net loss for the year ended
 December 31, 1995 ..................           --              --              --              --         (652,508)       (652,508)
                                        ------------    ------------    ------------    ------------   ------------    ------------

Balance, December 31, 1995 ..........     17,981,933    $     17,982    $ 12,569,607    $     17,108   $ (7,299,625)   $  5,305,072
                                        ============    ============    ============    ============   ============    ============
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
<TABLE>
<CAPTION>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                      Consolidated Statements of Cash Flows

                                                       For the Years Ended
                                                            December 31,
                                                          1995           1994

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                  <C>            <C>        
Net Income (Loss) ................................   $  (652,508)   $   776,423
Adjustments to Reconcile Net Income (Loss) to
  Net Cash Provided by Operating Activities:
  Amortization expense ...........................         4,168           --
  Gain on sale of investments ....................          --         (157,018)
  Gain on discontinued operations ................          --         (751,800)
  Common stock issued for services ...............       392,348        120,025
  Forgiveness of debt ............................        (1,390)       (29,413)
Changes in Assets and Liabilities:
  (Increase) decrease in accounts receivable .....      (623,104)          --
  (Increase) decrease in notes receivable ........          --           93,569
  (Increase) decrease in inventory ...............      (725,492)          --
  (Increase) decrease in prepaid expenses ........       (20,573)          --
  Increase (decrease) in other assets ............          --           25,800
  Increase (decrease) in bank overdraft ..........          --             (147)
  Increase (decrease) in accounts payable
   and accrued expenses ..........................     1,849,339         94,821
  Increase (decrease) in notes payable
   - related parties .............................       515,748          1,612
                                                     -----------    -----------

  Net Cash Provided by Operating Activities ......       738,536        173,872
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of equipment ...........................    (1,076,315)          --
 Purchase of investments .........................      (110,000)          --
                                                     -----------    -----------

 Net Cash Used in Investing Activities ...........   $(1,186,315)   $      --
                                                     -----------    -----------
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>

                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                Consolidated Statements of Cash Flows (Continued)

                                                                                                       For the Years Ended
                                                                                                       December 31,
                                                                                          1995                1994


CASH FLOWS FROM FINANCING ACTIVITIES:

<S>                                                     <C>          <C>        
 Payments on notes receivable .......................   $     --     $ (173,787)
 Common Stock issued for cash .......................    1,071,000         --
                                                        ----------   ----------

 Net Cash Provided (Used) by Financing Activities ...    1,071,000     (173,787)
                                                        ----------   ----------

NET INCREASE IN CASH ................................      623,221           85

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR .................................           85         --
                                                        ----------   ----------

CASH AND CASH EQUIVALENTS AT
  END OF YEAR .......................................   $  623,306   $       85
                                                        ==========   ==========


SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

     CASH PAID FOR:
<S>                                                      <C>          <C>       
       Interest ........................................ $       55   $    9,692
       Income taxes .................................... $     --     $     --

NON-CASH FINANCING ACTIVITIES

  Common stock issued for patents and related technology
   (Note 7) ............................................ $2,200,000   $     --
  Common stock issued for investments .................. $  316,702   $     --
  Common stock issued for acquisition of subsidiaries .. $2,013,014   $     --
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>




                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES

              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 1 -     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Organization

          The consolidated  financial  statements include those of OMAP Holdings
          Incorporated (formerly Logos International, Inc.) and its wholly-owned
          subsidiaries  OMAP  International,  Inc. (OII),  OMAP S.A. (OSA),  and
          Establissements  R. Kohl  (Kohl).  Collectively,  they are referred to
          herein as "the Company".

          OMAP  Holdings  Incorporated  was  incorporated  under the laws of the
          State  of  Nevada  on  November  6,  1981  under  the  name  of  Logos
          Scientific, Inc. to sell and distribute medical diagnostic instruments
          and related supplies. Such operations of the Company commenced in 1982
          and continued through December, 1991 at which time the operations were
          sold.  On June  4,  1992,  the  Company  changed  its  name  to  Logos
          International,  Inc.  During 1992 and 1993, new  operations  including
          those relating to art, printing, automotive,  computers and consulting
          were  carried  on  through   subsidiaries.   During  1993  all  active
          operations  were  terminated.   By  the  end  of  1994  all  of  those
          subsidiaries  were  disposed of. The Company  changed its name to OMAP
          Holdings  Incorporated  on October 23, 1995.  During 1995, the Company
          acquired OII, OSA and Kohl. The Company is currently  engaged (through
          its subsidiaries) in investment activities relating to the acquisition
          and  production of technology and the  development of paper  collators
          and other related industrial items.

          On November 7, 1995, the Company  purchased OII by issuing  13,014,144
          shares  of  Common  Stock  in  exchange  for  100% of the  issued  and
          outstanding  stock of OII. Prior to the  acquisition,  OMAP S.A. was a
          wholly-owned  subsidiary of OMAP  International,  Inc. The purchase of
          OII resulted in the creation of goodwill of $80,540.

          OMAP International,  Inc. was incorporated under the laws of the State
          of Nevada on August 30,  1995 for the  purpose of  acquiring  existing
          technology and patents relating to the development of paper collators.

          OMAP S.A.  was  incorporated  on  November  23, 1993 under the laws of
          Belgium  for the  purpose of  developing  technology  relating  to the
          construction  of  paper  collators.   OSA  had  substantially   ceased
          operations at the time of its acquisition by OII.

          On December 15, 1995, the Company purchased Kohl for $3,000,000.  This
          $3,000,000  was  paid by  issuing  571,429  restricted  shares  of the
          Company's Common Stock which was valued at $3.50 per share at the time
          of issuance and by paying $1,000,000 in cash. The acquisition resulted
          in the land and building  being revalued to their fair market value of
          $2,018,036.  The purchase of Kohl resulted in the creation of goodwill
          of $517,138.

          Establissements  R. Kohl was incorporated  under the laws of France on
          March 25, 1935. Kohl is in the business of  manufacturing  and selling
          light  fixtures,  heaters and other  products.  In December 1995, Kohl
          began the production and sales of patented paper collators. The assets
          of Kohl at December 31, 1995 were $4,609,593.
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 1 -     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
             (Continued)

          b. Accounting Method

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting. The Company has elected a December 31 year end.

          c. Cash and Cash Equivalents

          Cash equivalents  include  short-term,  highly liquid investments with
          maturities of three months or less at the time of acquisition.

          d. Net Income (Loss) Per Share

          The  computations  of net income  (loss) per share of Common Stock are
          based on the weighted average number of shares outstanding at the date
          of the consolidated financial statements.

          e. Principles of Consolidation

          The December 31, 1995 consolidated  financial statements include those
          of OMAP Holdings Incorporated and its wholly-owned subsidiaries,  OMAP
          International,  Inc.,  OMAP S.A.,  and  Establissements  R. Kohl.  The
          consolidated  statements of operations,  stockholders equity (deficit)
          and cash  flows  for 1994  include  the  activities  of the  following
          subsidiaries  which were disposed of in 1994: Eagle Gate Art and Frame
          Galleries,  Inc.,  Associated  Trades Printing and  Publishing,  Inc.,
          Universal  Auto  Care  Clinic  Corp.,  Tony's  Automotive  Towing  and
          Recovery,  Inc.,  Corporate  Staffing  Solutions,  Inc., Oxford House,
          Inc., Aaccurate Custom Automotive Body and Paint, Inc., and Associated
          Trades,  Inc. All significant  intercompany  accounts and transactions
          have been eliminated.

          Assets and liabilities of foreign  operations are translated into U.S.
          dollars at current, weighted-average and historical rates of exchange.
          Gains  or  losses  on such  translations  are  reflected  as  currency
          translation  adjustments in stockholders'  equity.  Income and expense
          accounts are translated into U.S. dollars at weighted-average rates of
          exchange.

          f. Inventories

          Inventory  supplies  are  stated  at the  lower of cost  (computed  on
          weighted  average  basis) or market.  The gross value of the inventory
          includes  the  buying  cost and the  incidental  expenses  such as the
          transportation costs of the buying department. The valuation allowance
          of  $444,931  for  the  inventory  represents  100%  of the  estimated
          unsalable products (see Note 2).
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 1 -     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
             (Continued)

          g. Property and equipment

          Property  and  equipment  are stated at cost.  Expenditures  for small
          tools,  ordinary  maintenance and repairs are charged to operations as
          incurred.   Major   additions  and   improvements   are   capitalized.
          Depreciation  is  computed  using the  straight-line  and  accelerated
          methods over estimated useful lives as follows:

             Machinery and equipment                              5 to 7 years
             Furniture and fixtures                               5 to 7 years
             Building                                             31 years

          h. Accounts Receivable

          Accounts  receivable  are recorded net of the  allowance  for doubtful
          accounts of $53,000 as of December 31, 1995.

          i. Goodwill

          Goodwill  consists of the excess of the  purchase  price over the fair
          value of net assets of purchased  subsidiaries and is amortized on the
          straight-line method over a 5-year period.

          The Company  periodically reviews goodwill for impairment by comparing
          undiscounted  projected income over the remaining  amortization period
          for each acquired  subsidiary to the  unamortized  balance of goodwill
          for each subsidiary. No impairments have been recorded.

          j. Revenue Recognition

          Revenue is recognized upon shipment of goods to the customer.

          k. Recently Issued Accounting Standards

          In March 1995, the Financial  Accounting  Standards Board issued a new
          statement  titled  "Accounting  for Impairment of Long-Lived  Assets."
          This new standard is effective for years  beginning after December 15,
          1995 and would change the Company's  method of determining  impairment
          of  long-lived  assets.  Although  the  Company  has not  performed  a
          detailed  analysis of the impact of this new standard on the Company's
          financial  statements,  the Company does not believe that  adoption of
          the  new  standard  will  have a  material  effect  on  the  financial
          statements.
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 1 -     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
             (Continued)

          k. Recently Issued Accounting Standards (Continued)

          In October 1995, the Financial Accounting Standards Board issued a new
          statement titled "Accounting for Stock-Based  Compensation" . This new
          standard is effective for fiscal years  beginning  after  December 15,
          1995.  The standard  encourages,  but does not  require,  companies to
          recognize compensation expense for grants of stock, stock options, and
          other equity  instruments to employees based on fair value.  Companies
          that do not adopt the fair value  accounting  rules must  disclose the
          impact  of  adopting  the new  method  in the  notes to the  financial
          statements.  Transactions in equity instruments with non-employees for
          goods or  services  must be  accounted  for on the fair value  method.
          Although  the  Company has not  performed  a detailed  analysis of the
          impact of this new standard on the Company's financial statements, the
          Company does not believe that adoption of the new standard will have a
          material effect on the financial statements.

          l. Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

          m. Concentrations of Risk

          Foreign Currency Translation

          Since Kohl is a French  company  whose  financial  statements  must be
          translated into U.S.  Dollars to conform with the  requirements of the
          Securities  and  Exchange  Commission,  major  changes in the currency
          exchange  rate  between  French  Francs  and U.S.  Dollars  may have a
          significant impact on operations of the Company.  Although the Company
          does not  anticipate  the currency  exchange rate to be  significantly
          different over the next 12 months, no such assurances can be given.

          Accounts Receivable

          Credit  losses,  if  any,  have  been  provided  for in the  financial
          statements and are based on management's  expectations.  The Company's
          accounts receivable are subject to potential  concentrations of credit
          risk.  The Company does not believe that it is subject to any unusual,
          or significant risks in the normal course of its business.
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 1 -     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
             (Continued)

          Customers

          The  Company,  through  Kohl,  continues to  manufacture  the electric
          heaters and related  lighting  equipment that were the focal points of
          its business  prior to  acquisition  by the  Company.  The heaters are
          portable  devices  that are sold as finished  products.  They are sold
          exclusively  to  APPLIMO  SA, a  French  corporation,  pursuant  to an
          exclusive  marketing  agreement  entered  into by and between Kohl and
          APPLIMO SA. The lighting  equipment consists of both finished products
          and parts used by general contractors to produce lighting fixtures.

          Suppliers

          The Company,  through Kohl,  continues to purchase raw materials  from
          various suppliers.  The Company does not believe that it is subject to
          any unusual  risks beyond the normal risks  attendant to operating its
          business.

          Cash

          Kohl had $581,562 of cash at December 31, 1995 in various French Banks
          which are not subject to FDIC regulations.

NOTE 2 -  INVENTORIES

          Inventories at December 31, 1995 consisted of the following:

             Raw materials                      $       1,018,521
             Work-in-process                                4,529
             Finished goods                               147,373
                                                -----------------

             Total                                      1,170,423

             Less valuation allowance                    (444,931)

             Inventories - net                  $         725,492
                                                =================
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES

              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 3 - PROPERTY AND EQUIPMENT

          Property  and  equipment  at  December  31,  1995   consisted  of  the
          following:

                  Land                         $       567,604
                  Buildings                          1,754,074
                  Tools                              1,500,514
                  Furniture and fixtures               181,327
                                              ----------------

                  Total                              4,003,519
                  Less accumulated depreciation     (1,764,565)

                  Property and equipment - net $     2,238,954
                                             =================

          The  purchase of Kohl as  described in Note 1 occurred on December 15,
          1995  therefore  no   depreciation   is  reflected  in  the  financial
          statements for the year ended December 31, 1995.

NOTE 4 -     PATENTS AND RELATED TECHNOLOGY

          Patents and related  technology at December 31, 1995  consisted of the
          following:

                  Patents and related technology      $  2,200,000
                  Less accumulated amortization            (29,167)
                                                           --------

             Patents and related technology - net       $  2,170,833
                                                        = ==========

          The patents and related  technology  are  amortized  over their useful
          lives of 10 to 14  years.  Amortization  expense  for the  year  ended
          December 31, 1995 was $4,168.

NOTE 5 -     NOTES PAYABLE - RELATED-PARTIES

          Notes payable to related-parties at December 31, 1995 consisted of the
          following:

             Note payable to previous  owners of Kohl,  unsecured,
             non-interest bearing, due upon demand.
              Repaid March 1996.                                     $   500,000
             Note payable to shareholder/consultant, unsecured,
              non-interest bearing, due upon demand.                     26,861
             Note payable to shareholder, unsecured, non-interest
              bearing, due upon demand.                                  15,948

                  Total related-party notes payable                   $  542,809
                                                                      = ========

          Related  parties have  performed  consulting  services for the Company
          during 1995 in the amount of $409,000.  Based on the short-term nature
          of the above  notes  payable,  their  book  values are  considered  to
          approximate their fair values.
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES

              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 6 -     GOING CONCERN

          The Company's  consolidated  financial  statements  are prepared using
          generally accepted accounting principles applicable to a going concern
          which  contemplates  the  realization  of assets  and  liquidation  of
          liabilities  in  the  normal  course  of  business.  The  Company  has
          historically  incurred  significant  losses which have  resulted in an
          accumulated  deficit of  $7,299,625  at December 31, 1995 which raises
          substantial  doubt about the Company's  ability to continue as a going
          concern.  The accompanying  consolidated  financial  statements do not
          include   any   adjustments   relating  to  the   recoverability   and
          classification   of  asset   carrying   amounts   or  the  amount  and
          classification  of  liabilities  that might result from the outcome of
          this uncertainty.  It is the intent of management to create additional
          selling  avenues  through the  development  and sales of its  patented
          paper  collators  and to rely  upon  additional  equity  financing  if
          required to sustain operations.

NOTE 7 -     COMMON STOCK ISSUED FOR PATENTS AND RELATED TECHNOLOGY

          On September 29, 1995, OMAP International, Inc. acquired the patent to
          a paper collator by issuing 400,000 shares of the Company's restricted
          common stock at $3.00 per share.

          On December 15, 1995,  the Company  acquired the rights to  technology
          for a paper collator by issuing  333,334  shares of restricted  common
          stock at $3.00 per share.

NOTE 8 -     PROFORMA COMBINED STATEMENTS OF OPERATIONS

          The  historical  information  contained  herein has been combined on a
          proforma  basis.  The  purchase  of  Kohl as  described  in Note 1 was
          effective December 15, 1995. The purchase has been presented as though
          it was effective January 1, 1995 and 1994. All significant  accounting
          policies for Kohl are the same as the Company's as defined in Note 1.
<PAGE>
<TABLE>
<CAPTION>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 8 -     PROFORMA COMBINED STATEMENTS OF OPERATIONS (Continued)

          No  significant  expenses  or  revenues  were  generated  by OII after
          November  7,  1995.  Since  OII was  incorporated  in 1995  and had no
          significant  operations  in 1995,  no  proforma  statements  have been
          provided for OII.

                                             For the Year Ended December 31, 1995
                                   OMAP                               Proforma        Proforma
                                 Holdings       R. Kohl              Adjustments       Combined
                                              (Unaudited)            (Unaudited)      (Unaudited)

<S>                           <C>            <C>                      <C>           <C>         
NET SALES .................   $      --      $ 6,156,259              $      --     $  6,156,259
COST OF SALES .............          --       (4,542,321)                    --       (4,542,321)
                              -----------    -   -----------         ------------     -----------
GROSS MARGIN ..............          --        1,613,938                               1,613,938
EXPENSES ..................      (657,592)    (2,589,297)                (147,814)    (3,394,703)
                               -----------     -----------           ------------      ----------
LOSS FROM OPERATIONS ......      (657,592)      (975,359)                (147,814)    (1,780,765) 
OTHER  INCOME
 (EXPENSE) ................         5,084        (51,330)                 --            (46,246)
                            -----------    -   -----------          -------------      --------------

NET LOSS ..................   $  (652,508)   $(1,026,689 )        $     (147,814)   $(1,827,011)
                           ===========    =   ===========            ============   ============

NET LOSS PER SHARE ........                                                         $     (0.41)
                                                                                  ==============

                                                                    For the Year Ended December 31, 1994
                                                              OMAP                          Proforma       Proforma
                                                            Holdings        R. Kohl         Adjustments    Combined
                                                                          (Unaudited)      (Unaudited)   (Unaudited)

<S>                                                     <C>             <C>             <C>             <C>        
NET SALES ..........................................    $      --       $ 6,111,166     $      --       $ 6,111,166
COST OF SALES ......................................           --        (4,261,583)           --        (4,261,583)
                                                         -----------     -----------     -----------     -----------
GROSS MARGIN .......................................           --         1,849,583            --         1,849,583
EXPENSES ...........................................       (151,429)     (2,359,748)       (147,814)     (2,658,991)
                                                         -----------     -----------     -----------     -----------
LOSS FROM OPERATIONS ...............................       (151,429)       (510,165)       (147,814)       (809,408)
OTHER  INCOME
 (EXPENSE) .........................................        176,052        (175,870)           --               182
                                                         -----------     -----------     -----------     -----------
NET INCOME (LOSS)
 BEFORE DISCONTINUED
 OPERATIONS ........................................         24,623        (686,035)       (147,814)       (809,226)
INCOME FROM DISPOSITION
 OF SUBSIDIARIES ...................................        751,800            --              --           751,800
                                                         -----------     -----------     -----------     -----------

NET INCOME (LOSS) ..................................    $   776,423    $   (686,035)  $    (147,814)    $   (57,426)
                                                        ===========     ===========     ===========     ===========

NET INCOME (LOSS) PER SHARE
  Operating Loss ...................................                                                    $     (0.65)
  Income from disposition of subsidiaries ..........                                                   .60
                                                                                                         -----------

     Total Net Income (Loss) Per share .............                                                    $     (0.05)
                                                                                                         ===========
</TABLE>

          The proforma  adjustments  represents  depreciation  of $44,386 on the
          stepped-up  basis of the Kohl  building and goodwill  amortization  of
          $103,428.  The  building  is being  depreciated  over 31 years and the
          goodwill is being amortized over 5 years.
<PAGE>


                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 9 -       INVESTMENT SECURITIES

          Investment  securities at December 31, 1995 consisted of the following
          restricted shares of public companies:

                                           Number of         Extended
         Name of Company                   Shares            Cost

        BRIA Communications Corporation    660,693            $  204,815
        Eurotronics Holdings, Inc.         677,149           121,887
        Tianrong Building Material
        Holdings LTD, Inc.                 319,149           100,000
                                      ---------------   ---------------

                               Total     1,656,991   $       426,702
                                    ===============   ===============

          Cash  and  restricted  shares  of  the  Company's  common  stock  were
          exchanged  for the above  restricted  shares.  Three of the  Company's
          officers,  directors,  and shareholders are also officers,  directors,
          and shareholders of the three public companies noted above.

NOTE 10 -      INCOME TAXES

          The Company  accounts  for income  taxes under  Statement of Financial
          Accounting Standards No.109,  "Accounting for Income Taxes" (FAS 109),
          which requires use of the asset and liability  method for  calculating
          deferred income taxes.

          For federal  income tax purposes,  the Company has net operating  loss
          carry  forwards  of  approximately  $4,370,000  and net  capital  loss
          carryforwards  of  approximately  $2,890,000 at December 31, 1995. The
          net operating  loss  carryforwards  will expire between the years 2007
          and 2010. The net capital loss  carryforwards  will expire between the
          years 1997 and 1999.  Use of these loss  carryforwards  may be limited
          due to  changes  in  ownership  and  changes  in the type of  business
          operations.

          Due to a history of losses,  the Company's deferred tax asset has been
          reserved  100%,  thus resulting in a net deferred tax asset of zero at
          December 31, 1995.
<PAGE>


                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 11 -      SIGNIFICANT EVENTS AND RELATED PARTY TRANSACTIONS

          During  1994,  the Company  entered into  several  arrangements  in an
          effort to dispose of unprofitable  subsidiaries and decrease long-term
          debt.  Some  of  these  agreements   involved  the  Canton  Industrial
          Corporation (CIC), and its subsidiary Canton Financial Services (CFS),
          both of whom have served as financial  consultants to the Company. The
          Company's  former president and director during 1994 and part of 1995,
          was also president and director of CIC.

          The  Company  entered  into a  Debt  Settlement  Agreement,  effective
          September  22,  1994,   pursuant  to  which  the  Company  transferred
          ownership  of  certain  office   equipment,   investment   securities,
          paintings and restricted  shares of the Company's  Common Stock to CIC
          as payment for $186,464 owed to CIC by the Company.

          On September  26, 1994,  the Company  entered  into an  Assumption  of
          Promissory Notes Agreement with CFS. Under the terms of the agreement,
          the Company transferred  ownership of investment  securities to CFS as
          consideration  for  the  assumption  by CFS of  two  promissory  notes
          executed  by the  Company  with  Barbara  Winkler  and Larry  Henin as
          holders.

          On September  27,  1994,  the Company  entered into a Debt  Settlement
          Agreement  with A-Z  Professional  Consultants,  Inc. (AZ) pursuant to
          which the Company  transferred  30,000  shares of CIC stock (which the
          Company  then owned) to AZ as payment of $10,312  toward the debt owed
          to  AZ by  the  Company.  The  Company's  former  president  was  also
          president and director of AZ.

          The Company entered into an Acquisition  Agreement dated September 29,
          1994 with Panorama  Investment  Company (PIC) whereby PIC acquired all
          shares  and  assets  of  the  Company's  subsidiary  Aaccurate  Custom
          Automotive Body & Paint, Inc. for ten dollars and other consideration.
          The Company's former president was also PIC's president.

          On September 30, 1994, the Company  entered an  Acquisition  Agreement
          with PIC pursuant to which PIC acquired  100% of the shares and assets
          of the Company's  subsidiaries  Associated  Trades,  Inc.,  Associated
          Trades Printing and Publishing,  Inc.,  AutoTow,  Inc. (a.k.a.  Tony's
          Automotive  Towing  &  Recovery,  Inc.),  Eagle  Gate  Art  and  Frame
          Galleries,  Inc.,  GLI  Industries,   Inc.,  Oxford  House,  Inc.  and
          Universal  Auto Care Clinic Corp.  for a purchase price of ten dollars
          and other consideration.

          On  September  29,  1994,  the  Company and its  subsidiary  Corporate
          Staffing Solutions,  Inc. (CSS) entered an Acquisition  Agreement with
          CIC pursuant to which CIC acquired  100% of the shares of CSS from the
          Company for a purchase price of ten dollars and other consideration.
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 11 -      SIGNIFICANT EVENTS AND RELATED PARTY TRANSACTIONS (Continued)

          On  September  29,  1994,  the  Company  and its  subsidiary  American
          Autocomputers,  Inc. (AAI) entered an  Acquisition  Agreement with CIC
          pursuant  to which  CIC  acquired  100% of the  shares of AAI from the
          Company for a purchase price of ten dollars and other consideration.

NOTE 12 -      CONTINGENT LIABILITIES

          The Company may be liable for certain payroll and other taxes relating
          to the disposition of its subsidiaries.  The estimated amount could be
          as much as $114,000 if the Company is forced to pay the obligations of
          the subsidiaries which were disposed of in 1994.

          In 1995, the Company acquired OMAP S.A. which the Company believes had
          substantially  ceased  operations  at  the  time  of  acquisition.  In
          February 1996,  OMAP S.A. filed for  bankruptcy.  Management  believes
          that  there  are  no  claims  from  creditors  which  are  pending  or
          threatened against OMAP S.A.;  however, no assurance can be made until
          the local Belgium authorities release the Company from all claims.

NOTE 13 -      SUBSEQUENT EVENTS

          The Company is currently  investigating  whether or not the  Agreement
          pursuant to which the  Company  acquired  OSA was  invalid  based on a
          failure to provide  adequate  consideration.  The Company has received
          conflicting  information  concerning  what assets were owned by OSA on
          October 23, 1995, the day on which the Company indirectly acquired the
          capital  stock of OSA.  If the  Company  determines  that  the  assets
          represented to be owned by OSA at the time of the transaction were not
          actually  owned by OSA,  the Company will rescind the October 23 Stock
          Exchange   Agreement  as  it  pertains  to  the  acquisition  of  OSA.
          Rescission of that  Agreement will result in the  cancellation  of the
          7,500,000  shares of common  stock  indirectly  issued in exchange for
          OSA,   6,500,000  of  which  were  issued  to  the  Company's  largest
          shareholder,  and 1,000,000 of which were  beneficially  issued to the
          Company's president. No final determination has been made with respect
          to this issue. As a result of the above,  the Company's  investment in
          OSA has been  recorded  at zero  value in the  consolidated  financial
          statements.

          On January 9,  1996,  the  Company  entered  into a one-year  Offshore
          Consulting and Securities  Subscription Agreement with various foreign
          consultants (the "Consulting  Agreement").  Pursuant to the Consulting
          Agreement,  the  consultants  are to introduce  the Company to foreign
          inventors, who can provide the Company with needed working capital. In
          exchange  for the  services  rendered,  the  consultants  will receive
          restricted  shares of the Company's  common stock.  On March 12, 1996,
          pursuant  to the  Consulting  Agreement,  the Company  authorized  the
          issuance  of  112,000  restricted  shares of its  common  stock to the
          consultants valued at $189,000 for services provided.
<PAGE>
                   OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
              (FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

NOTE 13 -      SUBSEQUENT EVENTS (Continued)

          Between January and April 1996, the Company issued common stock to ten
          foreign investors.  These investors  collectively  purchased 5,500,000
          shares of the Company's  common stock issued  pursuant to Regulation S
          of the Securities Act of 1933 for $660,000.

          Since 1994, Canton Financial  Services Corp.  ("CFS") has provided the
          Company  with  various   business   consulting   services,   including
          assistance in raising capital, finding new business opportunities, and
          preparing   agreements,   documents,   and  filings  required  by  the
          Securities  and  Exchange  Commission.  On April 1, 1996,  the Company
          renewed its Consulting Agreement with CFS. According to the Consulting
          Agreement,  the  Company  pays CFS a  monthly  fee of the  greater  of
          $20,000 or the actual fee for services rendered by CFS's  professional
          staff based on a predetermined hourly rate. The Company has the option
          of paying the consulting fee either in cash or through the issuance of
          restricted  shares of its Common Stock. For purposes of the Consulting
          Agreement,  restricted shares of the Company's Common stock are valued
          at the lower of : (a) one half the closing bid price of the  Company's
          free  trading  common  stock  on the  last  day of the  month in which
          services were  provided,  or (b) one half the closing bid price of the
          Company's  free  trading  common  stock on the day when the shares are
          actually issued.

NOTE 14 -      PRIOR PERIOD ADJUSTMENT

          A  prior  period  adjustment  relating  to  the  accounting  for  1994
          discontinued  operations  was recorded  during the current  year.  The
          adjustment  resulted in a decrease of $751,272 to previously  reported
          net income for 1994. The 1994  consolidated  statements of operations,
          stockholders'  equity  (deficit) and cash flows have been restated for
          the effect of the adjustment.
<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized, this 9TH day of October 1996.

         OMAP Holdings Incorporated

            /S/James Tilton
           -----------------------
           James Tilton, 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.

     Signature                 Title                                  Date
                         President, Chief Executive Officer,     October 9, 1996
 /S/James Tilton         Treasurer and Director
----------------
  James Tilton

/S/Jane Zheng            Secretary and Director                  October 9, 1996
----------------
  Jane Zheng
<PAGE>