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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

LITIGATION RELEASE NO. 14751 / December 11, 1995

UNITED STATES OF AMERICA v. THEODORE FLOWERS (United States
District Court for the Eastern District of Pennsylvania, Criminal
Case No. 95-1150M)

     The Securities and  Exchange Commission ("Commission")
announced that on December 1, 1995 the United States Attorney's
Office for the Eastern District of Pennsylvania filed a criminal
complaint against Theodore Flowers ("Flowers"), the president and
chairman of Smartbox Systems Group Inc. ("Smartbox"), charging
him with willfully disobeying a Temporary Restraining Order
("TRO") issued by the Honorable Stewart Dalzell, United States
District Judge, on November 16, 1995 and modified on November 20,
1995.  Judge Dalzell's orders were issued upon the request of the
Commission, which filed an emergency action on November 16, 1995
in the United States District Court for the Eastern District of
Pennsylvania seeking a TRO, preliminary and permanent
injunctions, and other expedited relief against Smartbox and
Flowers, charging that they had violated the antifraud provisions
of the Securities Exchange Act of 1934 and the Securities Act of
1933.  (Securities and Exchange Commission v. Smartbox Systems
Group Inc., et al. (United States District Court for the Eastern
District of Pennsylvania, Civil Action No. 95-7237))  The
Commission's complaint alleges that, from at least November 1994
through the present, Flowers engaged in a $1 million fraudulent
offering of Smartbox common stock.  Flowers and Smartbox have
raised at least $65,000 from at least eight individuals, and
nearly all of the funds have been misappropriated.  The
Commission also asked the court to freeze the assets of Smartbox.

Judge Dalzell granted the TRO and the freeze of assets, and
scheduled a preliminary injunction hearing for December 14, 1995.

     The criminal complaint alleges that Flowers disobeyed the
TRO on November 17, 1995, by cashing a check for $2,550 drawn on
a Smartbox checking account and, on November 27, 1995, by issuing
a check for $64,148 to an investor drawn on a Smartbox account.
The criminal complaint also alleges that from November 17, 1995
to November 28, 1995, Flowers continued making false and
misleading statements to investors in connection with the offer
of Smartbox common stock.  Last, the criminal complaint alleges
that Flowers failed to produce certain documents to the
Commission.