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

>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
     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
     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 --


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)

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