Key Questions to Address:

1. Regulatory Requirements:
   • What are the regulatory obligations in the jurisdictions where the ICO will operate (e.g., Australia, the USA, and Tanzania)?
   • Does the investment pool component classify the ICO as a security?
   • What are the specific registration and disclosure requirements?
2. Charity Compliance:
   • How do we structure and register the charitable aspect in compliance with charity laws in relevant jurisdictions? We have an NGO in Tanzania we work with called Child Surgeries Tanzania Foundation and we have tax deductibility through Rotary for the morechildsurgeries.com program
   • What governance, accountability, and transparency measures are necessary for the philanthropic component?
3. Operational Structure:
   • What corporate entities (e.g., trusts, foundations) should be established to manage the charity and investment aspects? We are unclear if we should use a DAO despite some advantages we can see for it.
   • How do we allocate and track the division of funds (e.g., X% for charity, Y% for investment pool)?
4. Smart Contracts and Tokenomics:
   • How should the smart contract be designed to transparently govern fund allocation and tokenholder rights?
   • How do we ensure compliance with anti-money laundering (AML) and know your customer (KYC) regulations?
5. Tax Implications:
   • What are the tax obligations for the ICO and its participants?
   • How should cross-border donations and investment returns be handled for tax efficiency?
6. Marketing and Disclosures:
   • What disclaimers and disclosures are required for legal compliance and investor protection?
   • How do we balance marketing the social impact and the investment potential of the coin without misleading participants?

Proposed Plan for Solicitor Review:

1. Define the ICO Structure

• Discuss the dual-purpose design:
  • Charity Component: Allocate a percentage of the ICO funds for surgeries in Africa. Provide transparency on how this portion will be distributed and monitored.
  • Investment Pool: Establish and manage the pool with clear mechanisms for growth and return distribution.

2. Regulatory Compliance

• Security Classification:
  • Apply relevant securities laws (e.g., Howey Test in the USA, ASIC rules in Australia).
  • Register the ICO as a security if required.
• Charity Compliance:
  • Are we ok in both Tanzania and Australia – leaving aside US for now.
  • What reporting and governance frameworks for the charitable funds.
• AML/KYC Measures:
  • Discuss how to design and implement a robust system to verify participant identities and prevent illicit activities.

3. Smart Contract Development

• How would we go about developing contracts to:
  • Automate fund allocation to charity and investment pools.
  • Track token ownership and distribute investment returns.
  • Provide transparent, auditable records of fund flows.

4. Draft Whitepaper

• What are we missing?
  • The coin’s purpose, structure, and mechanics.
  • Allocation of funds to charity and investments.
  • Risks associated with the investment and the philanthropic aspects.

5. Tax and Cross-Border Compliance

• Outline tax obligations and strategies for:
  • Participant taxation.
  • Cross-border fund transfers for surgeries and investments.
  • Corporate tax implications for ICO proceeds.

6. Marketing and Transparency

• How can we be compliant?
  • Emphasize the dual-purpose nature of the coin.
  • Include required disclaimers about investment risks and expected returns.
  • Highlight the charitable impact with measurable outcomes.

Deliverables from Solicitor:

1. Firstly how can we test without setting it all up?

    

1. Regulatory Review: Analysis of securities and charity laws in Australia, the USA, Tanzania, and other target jurisdictions.
2. Entity Setup Recommendations: Guidance on structuring corporate entities for managing the ICO and its dual-purpose functions.
3. Smart Contract Legal Framework: Legal advice on coding smart contracts to meet compliance standards.
4. Whitepaper Review: Ensure the whitepaper meets regulatory disclosure standards.
5. Compliance Roadmap: A detailed plan for achieving and maintaining legal and regulatory compliance.

Please give us an overview on the necessary steps, potential risks, and best practices for moving forward with the “Proof of Care” ICO.