UNITED STATES SECURITIES AND EXCHANGE COMMISSION

     Litigation Release No. 15585 / December 9, 1997


     SECURITIES AND EXCHANGE COMMISSION V. SOUTHWEST INCOME TRUST, ET AL., Civil
     Action No. 97-0953 PHX RCB

          The Securities and Exchange Commission ("Commission") announced that
     on November 5, 1997, the Honorable Robert C. Broomfield, United States
     District Judge, issued Judgments respectively against an Arizona
     businessman, Donn Kenneth Phillips ( Phillips ), age 57, and three Arizona
     trustees ( Trustees ), for their roles in a $10.7 million scheme involving
     the fraudulent sale of investments in a Treasury securities trading
     program.

          The Commission alleges in its Complaint that the defendants, including
     Phillips and the Trustees, raised the $10.7 million from approximately 149
     investors in Arizona and California through the sale of interests in
     investment trusts ("Trusts") and other programs.  The defendants
     represented to investors that:  investor funds would only be used to
     purchase and trade Treasury securities; investors would receive 1% per
     month in profits from trading Treasury securities; if the 1% monthly return
     from trading profits were not achieved, investors' funds would be returned;
     and only after payment of the 1% monthly return, would the trustees of the
     Trusts, sales agents, and others be paid from excess trading profits.

          The Complaint further alleges that, contrary to these representations,
     the defendants operated a Ponzi-like scheme that paid investors their 1%
     monthly return from other investors' funds, failed to return investors'
     funds after suffering large trading losses, misappropriated investor funds
     for their personal benefit, and transferred over $3 million of investor
     funds to Bahamian bank accounts.

          The Trustees are Palo Verde 136, Inc., Advantage Marketing Group,
     Inc., and FLC Corporation.  The Judgment against the Trustees permanently
     enjoins them from future fraud violations of the federal securities laws. 
     Specifically, the Judgment enjoins the Trustees from future violations of
     Section 17(a) of the Securities Act of 1933 ("Securities Act"), Section
     10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-
     5 thereunder.  The Judgment additionally orders that the Trustees shall pay
     disgorgement, prejudgment interest and, if appropriate, civil penalties in
     amounts subsequently to be determined by the Court. The Trustees consented
     to the entry of the Judgment without admitting or denying the Commission's
     allegations.

          The Judgment against Phillips permanently enjoins him from future
     fraud violations of the federal securities laws.  Specifically, the
     Judgment enjoins Phillips from future violations of Section 17(a) of the
     Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5
     thereunder.  The Judgment additionally orders that Phillips shall pay
     disgorgement, prejudgment interest and, if appropriate, civil penalties in

                              ======END OF PAGE 1======







     amounts subsequently to be determined by the Court.  Phillips consented to
     the entry of the Judgment without admitting or denying the Commission's
     allegations.

          On May 5, 1997, the Commission obtained a temporary restraining order
     against Steven Robert Shoop ( Shoop ) and Anthony Ghirardello Marriott
     ( Marriott ) to freeze their assets to protect investor funds.  Shoop and
     Marriott subsequently consented to permanent injunctions on July 11, and
     21, 1997, respectively (Litigation Release No. 15421).

          The other defendants to the Commission's action are:  Southwest Income
     Trust; Advantage Income Trust; and Investors Trading Trust; and Charles D.
     Brown.  All of these other defendants are located in Arizona.

          The Complaint alleges that all defendants violated Section 17(a) of
     the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5
     thereunder.  The Complaint further alleges that the Trusts, Shoop, and
     Charles D. Brown sold unregistered securities in violation of Sections 5(a)
     and 5(c) of the Securities Act, and that the Trusts operated an
     unregistered investment company in violation of Section 7(a) of the
     Investment Company Act of 1940.

          The Commission acknowledges the cooperation and assistance provided in
     this matter by the Securities Division of the Arizona Corporations
     Commission.




























                              ======END OF PAGE 2======