UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION

     Litigation Release No. 15378 / May 30, 1997


     SECURITIES AND EXCHANGE COMMISSION v. AFFORDABLE PREPAID CELLULAR, INC.AND
     JOHN C. ROCKETT, Civil Action No. 97-3750 RAP (JGx) (C.D. Cal.).

          The Securities and Exchange Commission announced that on May 20, 1997,
     the Honorable Richard A. Paez, United States District Judge for the Central
     District of California, issued a temporary restraining order against
     Affordable Prepaid Cellular, Inc., and its part-owner and Vice President,
     John C. Rockett ("Rockett").  APC is based in Lake Forest, California, and
     its stated business is to provide prepaid cellular telephone service to
     "credit-challenged" individuals.  The Court also issued orders prohibiting
     APC and Rockett from destroying documents, and requiring APC to account for
     investor funds.

          The Commission's complaint, filed May 20, 1997, alleges that the
     Defendants have fraudulently offered and/or sold units in APC, in the form
     of $5,000 corporate notes, to at least three individuals since January
     1997.  The investors' monies, according to APC, will be used to fund APC's
     business operations.  The complaint further alleges that in return for
     their investment, APC promises investors a guaranteed 16 3/4% annual
     return, plus 1% of half of APC's profits, and that the investor's original
     contribution will be returned at the end of one year.  As further alleged,
     in offering securities to investors, APC and Rockett did not tell investors
     that:

          (1)  Rockett is Vice President and part-owner of APC;

          (2)  Rockett has been twice convicted for selling fraudulent
               investments; 

          (3)  In 1992 an order was issued by the State of California against
               Rockett prohibiting him from selling securities in California; 

          (4)  Eight other states have obtained orders against Rockett for
               violating state securities laws; and

          (5)  contrary to APC's statements to investors that it is located in
               Seattle, Washington, APC is in fact located in Lake Forest,
               California.

          The Court has set a hearing on the Commission's request for a
     preliminary injunction for June 2, 1997 at 3:00 p.m.  The Commission wishes
     to thank the Southern California COBRA Task Force, and specifically the
     California Department of Corporations and the Orange County Sheriff's
     Department, for their valuable assistance in this matter.

          For more information, please contact James A. Howell, Regional Trial

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