Craig Lebamoff: Shyster Attorney Under Bar and US Government Investigation.
Violates Attorney Client Privilege; False Statements to the FBI, Wire Fraud, Securities Fraud.
This Year's "Shyster of the Year Award" Goes To
Securities Fraud (18 USC § 1348) and Wire Fraud (18 USC § 1343)
On March 19, 2020, Craig Lebamoff (“Lebamoff”) sent an email and memo to the Elements of Genius (“EOG”) Board (Trevor Tibstra, Stuart Jolly, Ramaci), stating that he had 43,619 common stock shares in EOG and wanted to transfer 20,000 shares to an entity known as Smithus LLC of Wellington, Zealand. See Exhibits 1, 2. Because EOG had a right of first refusal for any sales, Lebamoff was purportedly offering to sell the 20,000 shares for $3 per share to EOG before he offered the sale to Smithus LLC. At the time, EOG was trying to raise money from other investors and was offering shares at $2 per share. EOG did not exercise its right of first refusal for Lebamoff’s 20,000 shares for $3 per share to Smithus LLC.
In November 2020, Lebamoff solicited his ex-wife, Stephanie Jenson, to invest $65,000 in EOG’s newly-created Series A Convertible Notes. The Convertible Promissory Note (“Note”) executed by Stephanie Jenson, dated 11/13/2020, is attached as Exhibit 3. The Note had an annual interest rate of 7%. The Series A Convertible Preferred Stock Purchase Agreement (“SPA”), dated 11/15/2020, was convertible at a price $4.70 per share. See Exhibit 4.
Unbeknownst to Ramaci, on 11/21/2020, Lebamoff had apparently falsely represented to his ex-wife Stephanie Jenson that the Note paid her 10% interest annually (in truth, the Note paid 7%). See Exhibit 5. In this 11/21/2020 email (which was received from Jenson by Ramaci in 2021), Lebamoff falsely represented to his ex-wife that she would be receiving a steep discount in that she was allowed to buy convertible shares at $3 per share (in truth, the share price for her under the SPA was $4.70 per share).
In September 2021, Stephanie Jenson contacted Ramaci questioning why she had not been receiving invitations to EOG shareholder meetings. At this time, Ramaci first learned that Stephanie Jenson was claiming that she had personally bought 20,000 EOG common stock shares from Lebamoff in her individual name and she was a shareholder entitled to attend company meetings. Ramaci told her that he did not have any record of her being a shareholder. Lebamoff had never disclosed to EOG that he had sold any of his EOG common stock shares to his ex-wife Stephanie Jenson.
Stephanie Jenson claimed in a 9/17/2021 email correspondence (See Exhibit 6) that she had never heard of Smithus LLC, and had a letter of intent or contract dated 3/31/2020 that Lebamoff drafted which was supposed to transfer the stock into the name of Stephanie Jenson at her previous address of 1/149 Dixon Street, Te Aro, Wellington, New Zealand. See Exhibit 7 (and same 3/31/2020 LOI in native format, attached). Stepanie was “angry and upset” that she had paid $60,000 to Lebamoff and had not been transferred the EOG common stock shares into her name by Lebamoff as he had promised and contracted to so do.
In a 9/20/2021 email, Stephanie Jenson demanded that Lebamoff correct the transfer of stock that she had paid for. See Exhibit 8. Ramaci has never seen the document transferring 20,000 shares to Stephanie Jenson from Lebamoff.
In truth, Lebamoff had represented, and apparently sold, 20,000 fake “Series A” stock at $3 per share when he knew that the company was then trying to sell common stock at $2 per share and had not yet issued a Series A stock in EOG. A “Series A” stock implies a preferred stock share because only common stock shares in EOG had been issued and authorized in March 2020.
Lebamoff thus committed securities fraud (18 USC § 1348) and wire fraud (18 USC § 1343) with respect to the above circumstances:
A. Lebamoff defrauded EOG by misrepresenting the buyer of his stock as Smithus LLC when in
reality the potential purchaser was his ex-wife, Stephanie Jenson, and not Smithus LLC.
B. Lebamoff misrepresented to his ex-wife, Stephanie Jenson, that she was getting a Series A stock (which implies a preferred stock), when, in reality, no such Series A stock existed in March 2020.
C. Lebamoff misrepresented to Jenson in March 2020 that he had transferred stock to her personal name, when, in reality, he did not do so after she paid him $60,000 for 20,000 EOG common stock shares.
D. Lebamoff misrepresented to EOG that he was selling stock, subject to EOG’s right of first refusal, to Smithus LLC, when, in reality, he never sold stock to Smithus LLC and sold the stock
(apparently) to his ex-wife instead.
E. Lebamoff misrepresented to his ex-wife Jenson that she would receive 10% interest on the Series A convertible Note when, in reality, she was only entitled to receive 7% interest.
F. Lebamoff misrepresented to his ex-wife that she would be able to purchase shares, pursuant to the convertible Note, at a substantial discount of $3 per share, when, in reality, the SPA only
allowed her to purchase shares, like everyone else, at $4.70 per share.
Bank Fraud (18 USC § 1344) and Wire Fraud (18 USC § 1343).
Craig Lebamoff PPP Loan Fraud
Lebamoff had a single condominium unit in Florida and that Lebamoff was renting it out. After the Covid-19 pandemic broke out, Lebamoff said he applied for a PPP loan related to his condo and apparently represented that he had employees whose payroll totaled $40,000 for two months. Lebamoff received a $40,000 PPP loan, which was forgiven, and Lebamoff used the funds for personal expenditures. If Lebamoff did represent to the SBA that he had two month’s personnel payroll equaling $40,000, that would mean the annual payroll was $240,000, which seems impossible if Lebamoff was just renting a single condominium unit.
Breach of Attorney - Client Privilege & False Statements in Violation of 18 USC § 1001.
Craig Lebamoff has repeatedly made statements to the FBI in which he denied ever representing Ramaci individually or representing EOG and Ramaci in his corporate capacity, other than a one-time limited mediation representation in August 2018. However, we believe these are false statements. In a letter that Lebamoff sent to Ramaci, dated 1/31/2022, Lebamoff denied that he was Ramaci’s attorney “for personal financial matters and business matters relative to Wellnest” except for a limited role Lebamoff played as Ramaci’s attorney in a mediated matter in 2018. See Exhibit 11.
However, Ramaci signed an “Engagement Letter and Fee Agreement” with Lebamoff dated on or about 4/21/2017. Exhibit 11-A. Lebamoff “agreed to represent you [Ramaci] in connection with discussionsaround selling up to 500,000 (founder shares) of Wellnest and we agreed that I will need to discuss your personal financial details in order to make an informed decision regarding suitable choices among clients of Lebamoff & Associates for an investment.” Id. In Lebamoff’s Engagement Letter, Lebamoff acknowledged that “you [Ramaci] have deposited $100 with my firm for fees and costs.” Id.
On 8/12/2017, Lebamoff sent a text message to Ms. Williams stating that “my name is Craig C. Lebamoff and I am an attorney representing Jon Ramaci (I can provide you the attorney client agreement my Bar information upon request). I was hoping we could talk in the near future. I can assure you this is not a joke or an amusement of any sort. Please contact me at clebamoff@elementsofgenius.com or 202-368-0920.” Exhibit 12.
In a 2/5/2018 email to Ramaci and Stuart Jolly, Lebamoff stated that he was going to
write a narrative to apply for a New Zealand entrepreneur visa in which he was going to describe his “existing relationship with Wellnest – Board Member, investor, legal advice, etc. Exhibit 13. Lebamoff stated that he needed a statement from Wellnest that he had a letter of intent authorizing him to sell Wellnest product in Australia, New Zealand and Singapore, which included language about “billings – To demonstrate relationship, I propose billing Wellnest for 31 hours @ $575 for $17,825. This is work I’ve done, but had not planned on billing Wellnest….” Id. While Lebamoff seems to acknowledge that New Zealand will frown upon “legal time for equity” arrangement, he nevertheless stated “Bottom Line: letter stating existing relationship, acknowledgement of legal services rendered and pay of bill, LOI based on my ‘proposal’ to sell and support device in Australia and NZ.” Id. On April 13, 2018, Lebamoff sent a “Bill
for Legal Services” to Wellnest/Elements of Genius. Exhibit 14. In Lebamoff’s bill for legal services, he noted descriptions of services provided included, but were not limited to, the following: (a) “Pre-meeting discussion with Jon Ramaci re: Agreement with Ten Stars;” (b) “Review with Jon Ramaci;” (c) “Pre-meeting conference call with Jon Ramaci to review Mac McClelland proposal for offshore corporation in Seychelles:” (d) “After call discussion with Jon Ramaci about legal liabilities of Mac proposal;” (e) “Phone call with Jon Ramaci;” (f) “Communication of Jon Ramaci initial thoughts with Kaleidoscope;” (g) “Delivery of Wellnest model device to Kaleidoscope;” (h) “Review of Kaleidoscope proposal, discussion with Jon Ramaci via phone;” (h) “Discussion with Jon Ramaci of tax, transfer pricing, and customs issues involving Wellnest production in Italy and Croatia;” and, (i) “Drafting and review of
Transfer Pricing formal opinion.” Id. On or about 5/8/2018, Lebamoff drafted a letter for Ramaci to sign in support of his entrepreneur visa application to New Zealand. Exhibit 15. In Lebamoff’s proposed letter to the office of Immigration & Labor New Zealand, Lebamoff asks Ramaci to state that “Previously, Mr. Lebamoff has been compensated by Elements of Genius in US dollars for his legal fees (billings are available on request if necessary) and has purchased equity in the corporation and received stock options for service on the board of directors and the advisory board.” Id. On or about 1/31/2019, Lebamoff sent a check to Ramaci. Exhibit 16. In the memo section of the check, it stated “refund of mediator charges re: Tenstars LLC.” Id. On 5/13/2020, Lebamoff sent an email to Mr. Fernanders and Kathy Zolman about problems EOG was having with trying to upload an EOG document onto their Advanced Technology International website. Exhibit 17. The first sentence of the email states “I’m Craig Lebamoff, and I’m an attorney that represents Wellnest/Elements of Genius.” Id. We believe there are
more examples of Lebamoff’s ongoing representation, but, for the sake of time, we have limited them to the foregoing. We believe that Lebamoff clearly represented Ramaci and EOG/Wellnest in an attorney-client relationship over a long period of time, had an engagement agreement to do so, and lied to the FBI about the same.
Craig Lebamoff - In His Own Crazy Words
Self Confession of Someone Who Destroys Companies, Relationships & Cannot Be Trusted
Happy New Year to Stuart, Sam, and Jon. Looking forward to great things in 2019:
I am starting the New Year with making a clean slate.
I have a “spectrum disorder” meaning I’m on the autism spectrum. When I am really stressed or anxious, usually in a social setting, especially when meeting new people, I frequently “lose control” of my filter or verbalize something without processing. Sometimes this makes me seem “aloof” or “snobby” or “distant” or an “asshole” or really blunt. I’ve also hit “send” on emails when I should pondered or erased.
This problem has been largely under control for many years, but sadly in the last year it’s been a problem again. I want to apologize for (as Jon says) “poor people skills in emails” in the last year.
When I was 13, the school system noticed I was testing “off the charts” in reading ability and things like geography and math and thought I was very bright and put me in Counterpoint; a program for smart kids.
Although I did very well in Counterpoint, I also started to occasionally (not all the time) say stupid things or as they say "unguarded comments" Meaning: I would say things without further processing. I stress that this was NOT all the time. They tested me and said I "maybe" was on the spectrum. At the same time, dad and Uncle Tom and Uncle Len were teasing me frequently, calling me "absent minded professor" and the "autist.' Kids in the Counterpoint program were teasing me all the time. In addition I was fat and wore glasses.
Even though I was performing at a college graduate level in reading, I was really unhappy (because of mom’s drinking and dad teasing me) and the school sensed something was wrong.
After one outburst with Sister Carol Ann (the music teacher) The school system had me work with Sister Mary Anne Fox, one hour a day (instead of going to music program) and with Sister Mary Anne I talked about the stress I felt about mom’s drinking and how I felt not in control. We practicing things to help me
calm down and run through mental exercises rather than say the first thing that came into my mind. I was also able to pursue an independent course of study under Sister Mary Anne. I owe her a great debt.
Eventually I joined Key Club/Kiwanis Youth (where I met many great life-long friends) and the club focused on public speaking and service projects. I can't say how much Kiwanis / Key Club helped me deal with social anxiety. At age 13-15. I was not a bad kid. I was an odd, smart kid that suffered terrible anxiety in a social setting and would say odd things. But teachers and friends learned to appreciate me for who I was and I was able to greatly reduce the "unguarded comments"
I DON'T LIKE TO TALK ABOUT THE TIME I WAS 13-15.
As you can understand, being 13 is hard enough. Being 13 and being the fat kid with glasses who says odd things when he is nervous is a nightmare. Dad teasing me all the time really, really hurt.
BUT I had lots of friends and was not socially isolated. I didn't "self-identify" as a kid with a spectrum disorder or verbal processing disorder because I didn't want to be "labeled" (who does?) and I thought of those kids as "freaks" because other people thought they were. Other kids in the Counterpoint gifted
kids program were even more idiosyncratic than me and I remember they were teased relentlessly.
I worked really hard to overcome my disorder. AND I don’t like to talk about it. I don’t “self identify” as a person on the “spectrum” because of the stigma AND I look at it this way: I graduated with honors from The Citadel (I think I was 17th in my class and was on Dean’s List 6 times), went to law school, passed the bar exam, got accepted into the Ernst & Young honors program, became a Foreign Service Officer (and have all sorts of awards). I don’t like the problem to define me. I briefed Bush and Obama. I negotiated with Putin and Karzai, I was decorated for bravery in Iraq and Afghanistan and Uzbekistan.BUT in the last year clearly it’s affected my relationship with my son, you people, and my girlfriend.
As you know, I served many months in a Uzbekistan, Afghanistan, and Iraq. During that time I was in 23 “fire incidents” (rockets, suicide bombers, snipers, mortars, rockets, car bombs). Personally, I thought I have done a great job dealing with the stress from those deployments. During those times of high stress, the spectrum disorder did rear its ugly head a few times. My reaction when a suicide bomber blew off the front of the Embassy in Tashkent, Uzbekistan and wounded two of my employees was supposedly
so professional I got a medal. But I also pissed myself at the time out of fear. When I was first under attack in Iraq I got out of the vehicle and started waving my pistol in the air. It’s funny now—the security contractors later joked if I thought I was still in the Air Defense Artillery—but it wasn’t funny then.
Just a few times, the problem surfaced and I would say inappropriate things or speak out loud without processing or filtering. But, whenever that happened I dealt with it using the cues and meditation I learned from the school psychologists and twice I went to see a therapist to learn to deal with the anxiety and use strategies so I didn’t write or say something odd.
So many people that are great, lifelong friends will probably say " when I met Craig I thought he was an aloof asshole" or "I thought Craig was a jerk lawyer/diplomat who thought his own poop didn't stink" but then they realized that these occasional "odd comments," usually made when I was nervous at meeting people, did not "define" Craig. They didn't represent the real Craig.
I WISH I DIDN'T HAVE THIS DISORDER.
I'VE WORKED HARD TO GET A HANDLE ON IT
I'm aware in the last year that I have said inappropriate or blunt things, especially to my Bob and Sam and Jon. I've not meant to say these things, but when I'm stressed things came out wrong. Frequently, I regret things as soon as I say them. I'm aware of what happened, but the damage is done.
I’m under a great deal of stress because:
1. I’ve convinced people to invest in Wellnest. I’ve never done this before and I feel an obligation to them, even they, like me, had money to invest and went into the investment with eyes wide open. Perhaps it shouldn’t but Wellnest causes me lots of stress.
2. My ex-wife Stephanie is out of her goddamed mind. She is not taking her meds, she is no longer working, and she calls and screams at me (literally) at least two or three times a week. She demands money and says she is going to re-open the divorce and bankrupt me. She also
greatly upsets the kids. It’s a nightmare. Even though we’ve been divorced four years.
3. Jared and Mariska are great, but raising teens, especially Jared causes a lot of stress.
THIS HAS LED TO A LOT OF STRESS.
The social anxiety, the awkwardness, the unguarded comments, the stupid shit coming out of my mouth is because that is how I react due to being on the spectrum. They call it a verbal processing disorder.
In addition, my girlfriend Chelsea was facing a serious health issue, but luckily that is much better now.
I'm not a nasty person or a person crippled by social awkwardness. If I was I would not have friends or loved ones. In times of extreme stress I say odd things or make unguarded comments. I’ve been in denial about the re-surfacing of the problem and that’s overwhelmed the careful work I had done in defeating my disorder.
I like to think I'm a hard worker and an upright guy. If I was not, I would not have been a diplomat, lawyer, friend, and confidant to so many people.I’m trying to repair make things better with my children and my girlfriend. I’ve been seeing a therapist that helps people on the autism spectrum. I think I’ve made great progress.
I just wanted to explain why I sometimes make seemingly inappropriate comments.
I ask your understanding about these comments. As Barnabus Collins says, “friends and family are the real treasure.”
Happy New Year to you three and I look forward to doing great things together in 2019.
Hope to see you soon.
Craig
Coming Soon: Craig Lebamoff Documents, Emails, Fraudulent Filings
