Health Maintenance Centers, Inc., Bainbridge Human Performance Centers, PLLC, Znetix, Inc., Cascade Pointe of Arizona, LLC, Cascade Pointe of Nevis, LLC, Kevin L. Lawrence, Donovan C. Claflin, Clifford G. Baird, Kimberly Alexander, Bonnie M. Couch, Stacy Gray and Vicki L. Lawrence

Litigation Release No. 17335 / January 24, 2002

SECURITIES AND EXCHANGE COMMISSION v. HEALTH MAINTENANCE CENTERS, INC., ZNETIX, INC., CASCADE POINTE OF ARIZONA, LLC, CASCADE POINTE OF NEVIS, LLC, KEVIN L. LAWRENCE, DONOVAN C. CLAFLIN, CLIFFORD G. BAIRD, BAINBRIDGE HUMAN PERFORMANCE CENTERS, PLLC, KIMBERLY ALEXANDER, BONNIE M. COUCH, STACY GRAY, and VICKI L. LAWRENCE, Civil Action No. C 02-0153 P (W.D. Wash. Jan. 23, 2002)

SEC HALTS $74 MILLION SECURITIES FRAUD IN PACIFIC NORTHWEST

On January 23, the Securities and Exchange Commission ("Commission") filed an emergency action stopping an ongoing $74 million securities fraud scheme by Kevin L. Lawrence, 36, of Bainbridge Island, Washington and his companies, Health Maintenance Centers, Inc. ("HMC") and Znetix, Inc. HMC and Znetix, located on Bainbridge Island and in Seattle, purportedly develop and operate "medically integrated" health clubs. The scheme induced more than 5,000 investors nationwide to invest with promises of an initial public offering ("IPO") of Znetix that was to occur within a specific time (one month to three years) and with a specific price of $3 to $60 per share.

In its lawsuit and request for emergency relief, the Commission alleges that Lawrence and Donovan Claflin, 31, of Redmond, Washington, Lawrence's right hand man and HMC's Treasurer, misrepresented that:

• Investors would receive four shares of Znetix for every one share of HMC and that investors could immediately sell their shares in the IPO at $3 to $60 a share when, in fact, there has been no IPO nor is one possible in the foreseeable future;
   
• Znetix has existing operations when in fact, it does not; and
   
• The investment would be used for HMC/Znetix operations and to capitalize the Znetix IPO when, in fact, Lawrence and Claflin used more than $16 million, or 22%, of investor funds for their own benefit or the benefit of others. Nearly $14 million was used to finance Lawrence's grossly lavish lifestyle, which included spending $2.1 million purchasing at least 23 automobiles including exotic cars such as a Lamborghini and Vipers for himself. He also spent almost $500,000 on cars for his family and friends. Lawrence's other lavish spending included nearly $2 million on homes, $1 million on boats and $330,000 on an engagement ring for relief defendant Stacy Gray. Claflin spent more than $2 million of investor funds for his personal use.

The Complaint further alleges that, since May 2001, defendant Clifford G. Baird has offered and sold about $17 million of HMC securities through two entities, defendants Cascade Pointe of Arizona, LLC and Cascade Pointe of Nevis, LLC (collectively, "Cascade"). It appears that Cascade was established to evade a Cease and Desist order issued against Lawrence and HMC on April 9, 2001 by the State of Washington's Department of Financial Institutions, Securities Division ("DFI"). The action also names as relief defendants Bainbridge Human Performance Centers, Kimberly Alexander, Bonnie Couch, Vicki Lawrence and Stacy Gray who received more than $3 million of investor funds from Lawrence. The relief defendants are not charged with violations of the federal securities laws, but are charged for the purpose of recovering proceeds that they illegitimately received from the HMC/Znetix fraud.

In the lawsuit, which was filed in federal court in Seattle, Washington, the Commission obtained an order freezing the assets of the defendants, and temporarily enjoining Lawrence, Claflin, HMC and Znetix from future violations of the registration and antifraud provisions of the federal securities laws, Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and enjoining Baird and Cascade from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933. The Commission also seeks preliminary and permanent injunctions, and other relief, including disgorgement and civil penalties against Lawrence, Claflin, HMC, Znetix, Baird and Cascade. The Commission also seeks disgorgement against the relief defendants. A hearing on whether a preliminary injunction should be issued against the defendants and whether a permanent receiver should be appointed over the companies is scheduled for January 31, 2002.

The defendants named in the Commission's complaint are:

• Health Maintenance Centers, Inc., a Washington corporation located on Bainbridge Island, Washington. HMC purports to develop a medically integrated health fitness model for health clubs.
   
• Znetix, Inc., a Delaware corporation located on Bainbridge Island. Znetix purports to market the HMC model of a combined fitness and medical facility, design and market medical equipment, and create software analyzing a user's performance on fitness equipment.
   
• Cascade Pointe of Arizona, LLC and Cascade Pointe of Nevis, LLC, Arizona and Nevis limited liability companies, respectively. Both entities' sole purpose is to raise funds to acquire a majority of the common stock of HMC.
   
• Kevin L. Lawrence of Bainbridge Island, Washington. Lawrence is the president of HMC and Chairman of the Board of Znetix. Lawrence founded both HMC and Znetix and controls the finances of both entities.
   
• Donovan C. Claflin of Redmond, Washington. Claflin is HMC's treasurer who maintained HMC's bank accounts and sold HMC's securities.
   
• Clifford G. Baird of Scottsdale, Arizona. Baird is the managing director of the Cascade entities. Baird solicited (and continues to solicit) investors.

The defendants named for purposes of seeking recovery of ill-gotten gains are:

• Bainbridge Human Performance Centers, PLLC ("BHPC") a Washington professional limited liability company nominally owned by a Znetix employee and controlled by Lawrence.
   
• Kimberly Alexander, also known as Kimberly Millar, is Lawrence's sister and an employee of either Znetix or HMC who has signatory authority over several HMC and BHPC bank accounts.
   
• Bonnie Couchis Lawrence's mother and an ex-employee of either HMC or Znetix.
   
• Vicki L. Lawrence is the estranged wife of Lawrence who was a named employee of HMC and/or Znetix.
   
• Stacy Gray is Lawrence's fianc©e and an employee of either HMC or Znetix who has signatory authority over several HMC and BHPC bank accounts.

The Commission wishes to acknowledge the assistance of the State of Washington's Department of Financial Institutions, Securities Division, the FBI, the United States Attorney's Office for the Western District of Washington and the Internal Revenue Service, Criminal Investigation Division. The case was investigated jointly by the Commission, Washington's Department of Financial Institutions, the FBI, the U.S. Attorney's Office, and the IRS Criminal Investigation Division.

  SEC Complaint in this matter