UNITED STATES SECURITIES AND EXCHANGE COMMISSION

     Litigation Release No. 15402 / July 2, 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 June 3, 1997,
     the Honorable Richard A. Paez, United States District Judge for the Central
     District of California, issued an order of preliminary injunction 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 s Order also continued the
     freeze of APC s and Rockett s assets until trial, prohibits APC and Rockett
     from destroying documents, and requires APC and Rockett to account for
     investor funds.  So far, neither APC nor Rockett has answered the
     Commission s complaint, and neither has complied with the Court ordered
     accountings.

          The Commission's complaint (filed May 20, 1997), and other papers
     filed in the case, allege that APC and Rockett fraudulently offered and/or
     sold units in APC, in the form of $5,000 corporate notes, to at least one
     hundred individuals since December 1996.  According to APC, in return for
     their investment, APC promised investors a guaranteed 16 3/4% annual
     return, plus 1% of half of APC's profits, and that the investor's original
     contribution would be returned at the end of one year.  Further, APC
     promised that investors' monies would be used to fund APC's business
     operations.  Instead, however, the Commission alleges that Rockett misused
     and misappropriated substantial amounts of the $750,000 raised from
     investors by:

     Wire transferring at least $113,020 from APC s bank accounts to accounts in
          Tortola, British Virgin Islands; 

     Withdrawing from APC s bank accounts at least $243,480, by writing checks
          up to $80,000 each to  cash  or to himself; and

     Paying commissions to sales agents of at least $57,750.

          In granting the preliminary injunction, the Court found that the
     Commission had demonstrated a substantial likelihood of success in its
     action as to the fraudulent statements made by APC and Rockett, including
     that:  (1)  Rockett was 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 Commission has alleged that these statements were materially misleading
     and omitted to state material facts, in violation of Section 17(a) of the

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     Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of
     1934 and Rule 10b-5 thereunder.



















































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