UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Act of 1933 Release No. 7396 / February 24, 1997 Securities Exchange Act of 1934 Release No. 38325 / February 24, 1997 Administrative Proceeding File No. 3-9255 _______________________ : ORDER INSTITUTING PROCEEDINGS In the Matter of : PURSUANT TO SECTION 8A OF THE : SECURITIES ACT OF 1933 AND SECTION NORMAN GELMAN : 21C OF THE SECURITIES EXCHANGE ACT OF : 1934, MAKING FINDINGS, AND IMPOSING : CEASE-AND-DESIST ORDER _______________________: I. The Commission deems it appropriate and in the public interest that cease-and-desist proceedings be instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") with respect to Norman Gelman ("Gelman"). II. In anticipation of the institution of these proceedings, Gelman has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the findings contained herein, except as to the Commission's finding of jurisdiction, which he admits, Gelman consents to the issuance of this Order Instituting Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Cease-and-Desist Order. Accordingly, IT IS HEREBY ORDERED that proceedings pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act be, and they hereby are, instituted. III. On the basis of this Order Instituting Proceedings Pursuant ==========================================START OF PAGE 2====== to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Cease-and-Desist Order and the Offer submitted by Gelman, the Commission finds that: A. In or about September 1995, Axiom Security Solutions, Inc. ("Axiom") issued 2,500,000 shares of its common stock to York Investments, Ltd. ("York"), a Belize corporation, as compensation for consulting services; B. On or about October 24, 1995, Axiom filed with the Commission a registration statement on Form S-8 with respect to the 2,500,000 shares of its common stock issued to York. The registration statement represented that proceeds of sales of the shares issued to York would be received by Axiom. The registration statement also described the manner in which Axiom would use the proceeds from the sale of York's shares; C. Gelman reviewed and signed the registration statement as the president of Axiom. At the time he signed the registration statement Gelman knew that the proceeds of any stock sold by York would go to York rather than to Axiom. D. By reason of the conduct described in paragraphs III.A. through III.C. above, Gelman caused Axiom to violate Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. IV. In view of the foregoing, it is in the public interest to impose the following sanction specified in the Offer submitted by Gelman. Accordingly, IT IS HEREBY ORDERED that Gelman cease and desist from committing or causing such violation and any future violation of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. The sanction ordered herein shall become effective immediately. By the Commission. Jonathan G. Katz Secretary