Serious questions have been raised about the actions of Craig Lebamoff, often labeled a shyster attorney, due to violations of attorney-client privilege, false statements made to the FBI, and various fraud allegations, including wire fraud and securities fraud.
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, XYZ, to invest $65,000 in EOG’s newly-created Series A Convertible Notes. The Convertible Promissory Note (“Note”) executed by XYZ, 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 XYZ 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 XYZ 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, XYZ contacted Ramaci questioning why she had not been receiving invitations to EOG shareholder meetings. At this time, Ramaci first learned that XYZ 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 XYZ.
XYZ 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 XYZ at her previous address of ABC. See Exhibit 7 (and same 3/31/2020 LOI in native format, attached). XYZ 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, XYZ 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 XYZ 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, XYZ, and not Smithus LLC.
B. Lebamoff misrepresented to his ex-wife, XYZ, 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 XYZ 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 XYZ 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.
Craig Lebamoff is at the center of fraud allegations related to a PPP loan. He owned a single condominium unit in Florida, which he was renting out. After the Covid-19 pandemic emerged, Craig Lebamoff claimed he applied for a PPP loan connected to his condo, stating that he had employees with a payroll totaling $40,000 for two months. As a result, he received a $40,000 PPP loan, which was later forgiven. However, it appears that Lebamoff used these funds for personal expenditures. If he indeed represented to the SBA that his payroll for two months amounted to $40,000, this would suggest an annual payroll of $240,000, a claim that seems dubious given that he was merely renting a single condominium unit, raising questions about his credibility and the possibility of being labeled a shyster attorney.
Craig Lebamoff has repeatedly made statements to the FBI denying that he ever represented Jon Ramaci individually or represented EOG and Ramaci in his corporate capacity, aside from a one-time limited mediation representation in August 2018. However, we believe these statements to be false and indicative of the fraud allegations surrounding him. In a letter dated 1/31/2022, Lebamoff claimed he was not Ramaci’s attorney for personal financial matters and business matters related to Wellnest, except for a limited role he 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 around 4/21/2017. Exhibit 11-A. In this agreement, Lebamoff "agreed to represent you [Ramaci] in connection with discussions around selling up to 500,000 (founder shares) of Wellnest" and noted that he would need to discuss Ramaci's personal financial details to make informed decisions regarding suitable investment options among clients of Lebamoff & Associates. Id. The Engagement Letter also acknowledged that "you [Ramaci] have deposited $100 with my firm for fees and costs." Id.
On 8/12/2017, Lebamoff texted Ms. Williams stating, "my name is Craig C. Lebamoff and I am an attorney representing Jon Ramaci (I can provide you the attorney-client agreement and 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 he was going to write a narrative to apply for a New Zealand entrepreneur visa, in which he would describe his "existing relationship with Wellnest – Board Member, investor, legal advice, etc." Exhibit 13. He mentioned needing a statement from Wellnest that he had a letter of intent authorizing him to sell Wellnest products in Australia, New Zealand, and Singapore, including language about “billings – To demonstrate the 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. Although Lebamoff seems to recognize that New Zealand might frown upon “legal time for equity” arrangements, he 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 the device in Australia and NZ.” Id. On April 13, 2018, Lebamoff sent a “Bill for Legal Services” to Wellnest/Elements of Genius. Exhibit 14. His bill for legal services included descriptions of services provided, which were extensive and included interactions with Jon Ramaci regarding various agreements and proposals.
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 this proposed letter to the office of Immigration & Labor New Zealand, Lebamoff asked 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 services on the board of directors and the advisory board.” Id. Additionally, on or about 1/31/2019, Lebamoff sent a check to Ramaci, which noted in the memo section “refund of mediator charges re: Tenstars LLC.” Id. On 5/13/2020, Lebamoff emailed Mr. Fernanders and Kathy Zolman about issues EOG was facing with uploading a document onto their Advanced Technology International website. Exhibit 17. The email began with, “I’m Craig Lebamoff, and I’m an attorney that represents Wellnest/Elements of Genius.” Id. We believe there are more examples of what some may refer to as the shyster attorney’s ongoing representation, but for the sake of time, we have limited them to the aforementioned points. Our position remains that Lebamoff clearly represented Ramaci and EOG/Wellnest in an attorney-client relationship over an extended period, had an engagement agreement to do so, and misled the FBI about the nature of that relationship.
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
