X-Message-Number: 6771 Date: 19 Aug 96 17:53:33 EDT From: Paul Wakfer <> Subject: Prometheus Questions from Alcor Pledgers and prospective pledgers (ie. *all* cryonicists :) may be interested in the following message which was recently sent to the cryonics organization Presidents: Dear Cryonics Organization President Steve Bridge, President of Alcor sent me a list of questions from the Alcor Board of Directors to which I have supplied answers below. If you also have any questions you would like answered please feel free to ask. I am sending these questions and answers equally to all cryonics organizations in line with the nonpartisan nature of the Prometheus Project. > If there is confidential information you wish to reveal to us or >information which will be public later but is temporarily confidential, >please label it as such and I will restrict distribution of it. There is no confidential information except the name of the person who is our current science advisor and there is not anticipated to be any. This is a totally open, public undertaking. >1. When will a more formal business plan be developed? It will be some months before a business plan will be developed. Any such plan is entirely dependent on the research which is to be conducted. So the research plan *must* come first and is our highest priority next to continuing to promote the pledge campaign. >Do you have an outline of what you might hope to see? I really do not see any point of doing an outline until the research plan is available. It would just be a lot of "boiler plate" which would have little meaning. >How will the business plan be created? I created a business plan for CryoSpan. I have several business plan outlines and will create the initial plan. Beyond that there are several pledgers who have business planning experience and I will be calling on them for ideas and critical review. Carlos Mondragon, Bruce Waugh, Bob Krueger, Robin Helweg- Larsen are such people who immediately come to mind and there are others, some among the confidential pledgers. >2. Do you have a first step scientific proposal? I have had several email exchanges with our scientific advisor and I will post a much more detailed update to the scientific method as soon as he approves my latest synthesis of our correspondence. >Is the project locked in either formally or informally to .. [snip] .. >or other specific researchers? It is not "locked in" formally or informally to any persons, companies, or specific cryopreservation method. If you reread the project goal, it says nothing about any specific method. We are ready to use what ever will do the job best. As I originally phrased the goal, it didn't even say "cryopreservation". However, based on present knowledge and published and demonstrated results, I believe it is clear that vitrification is currently the method to try first. This may change if more information is forthcoming concerning the South African "breakthrough". How will the scientific plan be created? Currently, it is based on vitrification and is being created by me and our scientific advisor. We hope to soon get several more credentialed researchers involved and create a team of *active* scientists to plan the research. >3. You had mentioned your attorney told you that you have not been >violating or skirting SEC regulations No. You misunderstood. *I* have no attorney. Bruce Waugh who is an attorney thought it would be OK. A confidential pledger's attorney thought that it was borderline but probably OK if we made it clear that we were not soliciting investments. Although some people think that what I am doing is *not* a problem, others who are more conservative think that it is. I know of at least one person who will not consider pledging until we have a business plan and prospectus. I have had no written opinion from any SEC specialist attorney on this point. In my experience with this sort of thing the simplest policy is to continue on as I am and wait for the SEC to object. I believe that all that will then happen is that I will say I didn't know I was doing anything wrong (which I don't) and they will tell me what I must do to satisfy them. Anyway I, personally, am prepared to assume all liability for this. In addition, Carlos Mondragon whose opinion on these kinds of business matters is well respected, has stated on the Prometheus pledger's forum that if we make the appropriate disclaimers and continue to use the *if* statements regarding pledges, that we should probably be OK. >and that non-profits should have no problems >(a)participating or >(b)telling their members and readers about the Project or >(c)with accepting donations for investment. These are all different and I have nothing from any attorney about (b). a) You will have to define "participating" if it is other that (b) or (c) b) I don't see how Alcor can have a problem by reporting on the Project, so long as you make the disclaimer that *you* are not promoting or soliciting investments in any corporation, but are just reporting news. c) Alcor first of all would be accepting pledges for *possible* donations, if and when all the project conditions are satisfactory to Alcor and the pledger. Then Alcor would be accepting directed donations for share purchases in the corporation. As I understand it, Alcor has accepted directed donations for various things for many years, what is different about this particular directed donation? Certainly, there is no problem with a 501(c)3 owning shares of a for-profit corporation. Doesn't Alcor's patient care fund own shares in several for-profits right now? Isn't your property LLC a kind of for-profit? Bob Krueger's attorney said that he could not see anything wrong with either of these. At least that is my understanding. Call Bob Krueger and ask him. Again on this matter also, Carlos has stated on the Prometheus pledger's forum that there is no reason why Alcor cannot accept directed donations to buy shares in the corporation which executes the Prometheus Project. On the other hand, I am not really that concerned about c). There are already several 501(c)3's or other forms of non-profit involved which can give receipts which may be used to reduce taxes (to use Carlos' preferred phrasing). Moreover, at the moment the acceptance of donation pledges appears to be of little importance for the project. Most people want to directly own shares. The major thing which I need to help the project is that all cryonics related publications should carry information about the project and should carry its meeting schedules as these become available. >We are still researching those questions with our attorney. Could we >see the opinion your attorney gave you as a cross-check? As stated above I have no written opinion and only want information coverage from Alcor at this time (with whatever disclaimers you wish to add). If you are planning on getting an opinion from your attorney, I would appreciate seeing and perhaps having input into the exact questions which you are asking. Please allow me to remind you that usually if you ask an attorney for a written opinion about whether some scheme is legal, he will find every excuse he possibly can to call it illegal and close the topic right there. That's his most effective way to protect his ass. On the other hand, if instead of asking whether something is legal, you ask what kind of presentation and disclaimers will minimize SEC or 501(c)3 concerns, you will usually get a much more useful response. -- Paul -- !!!!! REVERSIBLE BRAIN CRYOPRESERVATION *CAN* BE ACHIEVED IN 10 YEARS !!!!! Paul Wakfer email: Voice/Fax: Pager: US: 1220 E Washington St #24, Colton, CA 92324 909-481-9620 800-805-2870 Canada: 238 Davenport Rd #240, Toronto, ON M5R 1J6 416-968-6291 416-446-9461 (Currently in California) Rate This Message: http://www.cryonet.org/cgi-bin/rate.cgi?msg=6771