0001826220-21-000006.txt : 20210310 0001826220-21-000006.hdr.sgml : 20210310 20210310163709 ACCESSION NUMBER: 0001826220-21-000006 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20210310 DATE AS OF CHANGE: 20210310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Decentralized Crypto Financial Inc. CENTRAL INDEX KEY: 0001826220 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 852718015 STATE OF INCORPORATION: DE FISCAL YEAR END: 0821 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11353 FILM NUMBER: 21730296 BUSINESS ADDRESS: STREET 1: 4795 MEADOW WOOD LANE STREET 2: #200 CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: (703) 955-7770 MAIL ADDRESS: STREET 1: 4795 MEADOW WOOD LANE STREET 2: #200 CITY: CHANTILLY STATE: VA ZIP: 20151 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001826220 XXXXXXXX 024-11353 false false false Decentralized Crypto Financial Inc. DE 2020 0001826220 7200 85-2718015 1 0 4795 Meadow Wood Lane #200 Chantilly VA 20151 703-594-6840 Michael Blackburn Other 0.00 30000.00 0.00 0.00 30000.00 0.00 0.00 0.00 30000.00 30000.00 0.00 0.00 0.00 0.00 0.00 0.00 Chesapeake Financial Corp common stock 300000000 NA NA 0 0 true true true Tier2 Audited Equity (common or preferred stock) Y Y N Y N N 200000000 300000000 0.1000 20000000.00 0.00 0.00 0.00 20000000.00 Chesapeake Financial Corp 0.00 true false AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 false Decentralized Crypto Financial Inc. common stock 500000000 300000000 0. Decryptofi was originally organized as an LLC in DE on 7.24.20, whereby Mr. Scherling held 100% of the ownership interests. On 8.20.20, the company underwent a statutory conversion in DE, changing the legal structure of the company from an LLC to a C-corp with 500m authorized shares. As owner, CEO, chairman, and sole director of the company, Mr. Scherling retained 300m shares. 0 Section 4(a) of the Securities Act, and issued in compliance with Rule 701. EX1A-4 SUBS AGMT 2 exhibit1txtfinal.txt SUBSCRIPTION AGREEMENT DECENTRALIZED CRYPTO FINANCIAL, INC. Common Stock Subscription Agreement The securities offered hereby are highly speculative. Investing in Shares of DECENTRALIZED CRYPTO FINANCIAL, INC. (?DeCryptoFi? and/or the ?Company?), involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, there is no guarantee that it will continue. The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities or blue-sky laws, and as such, are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities regulations and blue-sky laws. Although an offering statement has been filed with the Securities and Exchange Commission ("SEC"), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The securities have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber in connection with this offering through our web-based platform (the "Platform"). Any representation to the contrary is unlawful. No sale may be made to persons in this offering who are not "accredited investors" if the aggregate purchase price is more than 10% of the greater of such investors' annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this subscription agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement. Prospective investors may not treat the contents of the subscription agreement, the offering circular or any of the other materials made available on the Platform (collectively, the "Offering Materials") or any prior or subsequent communications from the Company or any of its officers, employees or agents as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult his or her own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor's proposed investment. The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend or withdraw any portion of this offering. Further, the Company has the authority to accept or reject in whole or in part any prospective investment in the securities or to allot to any prospective investor less than the amount of securities such investor desires to purchase. Except as otherwise indicated, the Offering Materials speak as of the date of the most recent offering circular. Neither the delivery nor the purchase of the securities shall, under any circumstances, create any implication that there has not been a change in the affairs of the Company since said date. This agreement (the ?Agreement") is made as of the date set forth below by and between the undersigned ("Subscriber") and DeCryptoFi., a Delaware corporation, and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the "Offering") for sale by the Company in Shares of its common stock (the "Shares") as described in the Company's Offering Circular (the "Offering Circular")"a copy of which has been provided to Subscriber, or will immediately be provided to Subscriber. Further, a copy of the Offering Circular and all other public filings can be found via the Electronic Data Gathering Analysis and Retrieval system (?EDGAR?) database, at https://www.sec.gov/edgar.shtml. The Shares are also referred to herein as the "Securities.? ARTICLE I SUBSCRIPTION 1.01 Subscription: Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Shares to Subscriber at a purchase price of $0.10 per Share for the total amount set forth on the Subscription Agreement Signature Page (the "Purchase Price"), subject to the Company's right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable. 1.02 Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities: Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the purchase price for the Shares via the Company?s online web platform found at www.decryptofi.com with the instructions set forth: (b) Payment of the purchase price shall be received by DeCryptoFi via its online web platform at www.decryptofi.com. (c) This subscription shall be deemed to be complete only when this Agreement has been accepted by an authorized officer or agent of the Company. The deposit of the payment of the purchase price for clearance alone will not be deemed an acceptance of this Agreement. (d) The Company shall have the right to reject this subscription, in whole or in part. (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly --without interest or deduction -- if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or cancelled. _ ARTICLE II REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants that all statements contained herein are true and complete in all material respects as of the date of each Closing Date: 2.01 Requisite Power and Authority: Such Subscriber has all necessary power andauthority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber's part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable laws of general application affecting Anti-Money Laundering (?AML?) obligations, and (b) enforcement of creditors' rights. 2.02 Investment Representations: Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber's representations contained in this Subscription Agreement. 2.03 Illiquidity and Continued Economic Risk: Subscriber acknowledges and agrees that there is no readily available public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company currently has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and thoroughly understands all of the risk factors relating to the purchase of Securities. 2.04 Accredited Investor Status or Investment Limits: Subscriber represents that either: (a) Subscriber is an "accredited investor"1 within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in the Subscription Agreement Signature Page hereto concerning Subscriber is true and correct; or 1 Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self- directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (b) The Purchase Price of the Subscription Agreement Signature Page, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth. Subscriber represents that to the extent Subscriber has any questions with respect to its status as an accredited investor, or the application of the investment limits, Subscriber has sought professional advice. 2.05 Shareholder Information: Within 5 business days after receipt of a request from the Company, Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company's shareholders. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide relevant information to the Company as a condition of such transfer. 2.06 Company Information: Subscriber has read the Offering Circular filed with the SEC, including the section titled "Risk Factors." Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber's advisors or representatives, by the Company or others with respect to the business or prospects of the Company or its financial condition. 2.07 Valuation: Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, which may result that the Subscriber's initial investment will bear a lower valuation. 2.08 Domicile: Subscriber is domiciled in the United States and maintains such domicile (and is not a transient or temporary resident) at the address provided on the signature page. 2.09 No Brokerage Fees: There are no claims for brokerage commission, finders' fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability,loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim. (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000. (i) for purposes of calculating net worth: (A) The person's primary residence shall not be included as an asset. (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability. DECRYPTOFI SUBSCRIPTION AGREEMENT SIGNATURE PAGE The undersigned, desiring to purchase Shares of common stock of DeCryptoFi., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement. ADDITIONAL FEES Subscriber acknowledges that he or she will incur additional processing fees, depending on Subscriber?s payment method. The Company is equipped to accept payment from two payment processors, Braintree and Bitpay. Braintree?s fee structure is 2.9% + $.30 per transaction. There is also a 1% fee applied when the Subscriber?s credit card is issued outside the United States, and a $15.00 fee when someone initiates a chargeback through the Subscriber?s credit card. For ACH payments, Braintree charges a .75% per transaction fee, capped at a maximum of $5.00. Bitpay charges a 1% fee for all transactions. Subscriber understands that he or she shall incur the cost(s) of these fees. Lastly, DeCryptoFi reserves the right to accept other Real Assets not listed in exchange for shares and the subscriber agrees to pay any fees related to the Real Assets transfer of ownership. Number of Shares Purchased: _ Price: $0.10 per share Name of Subscriber: Telephone Number: Email Address: Tax Identification Number (TIN): Signature: Full Name and Title of Authorized Signatory (if applicable): Address for Mailing Purposes (street, city, state and zip code. NO PO BOXES): Street: City and State: Zip Code: ADD EXHB 3 exhibit2txt.txt CERT OF INCORP State of Delaware Secretary of State Division of Corporatoi ns Delivered 03:20 PM 08/24/2020 FILED 03:20 PM 08/24/2020 SR 20206903529 - File Number 3311473 CERTIFICATE OF INCORPORATION OF Decentralized Crypto Financial Inc. FIRST: SECOND: THIRD: FOURTH: FIFTH: SIXTH: The name of the corporation is: Decentralized Crypto Financial Inc.* The address of the registered office of the corporation in the* State of Delaware is located at: 108 West 13th Street, Wilmington, Delaware 19801* Located in the County of New Castle The name of the registered agent at that address is: Business* Filings Incorporated * The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the* Delaware General Corporation Law. The total number of shares of stock which the corporation is authorized to issue is 500,000,000 shares of common stock having a one ten thousandth of a cent ($0.0001) par value. No director of the corporation will be personally liable to the* corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing clause shall not apply to any liability of a director (i) for any breach of the director's duty ofloyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation oflaw, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. This Article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the time this Article became effective. The name and address of the incorporator is Nicholas Scherling, 4795 Meadow Wood Ln, 200, Chantilly, Virginia 20151 I, the undersigned, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file, and record this Certificate oflncorporation and do certify that the facts herein are true. Isl Nicholas Scherling Nicholas Scherling, Incorporator Dated: 08/20/2020 EX1A-2B BYLAWS 4 exhibit3txt.txt BYLAWS CORPORATE BYLAWS OF DECENTRALIZED CRYPTO FINANCIAL, INCORPORATED. ARTICLE 1. CORPORATE AUTHORITY 1.1 Incorporation. Decentralized Crypto Financial, Incorporated., (the ?Corporation?) is a duly organized corporation authorized to do business in the State of Delaware by the filing of the Articles of Incorporation on August 20, 2020. 1.2 State Law. The Corporation is organized under the Delaware Statutes and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation. The laws, statutes, regulations and rules to which the Corporation is subject shall be referred to herein as ?Applicable Law.? 1.3 Corporate Purpose. The purpose of the Corporation is any and all lawful business. ARTICLE 2. OFFICES AND RECORDS 2.1 Registered Office and Registered Agent. The principal office and the registered agent of the Corporation shall be as stated in the Articles of Incorporation of the Corporation, as amended from time to time by the Board of Directors and on file in the appropriate public offices of the State of Delaware as provided by law. Currently, the Company has one Director on its Board of Directors (also, the ?Board?). 2.2 Other Offices. The Corporation maintains its principal place of business at 4795 Meadow Wood Lane, #200, Chantilly VA 20151. The Board may, from time to time, determine to add additional office locations. 2.3 Books, Accounts and Records, and Inspection Rights. The books, accounts, and records of the Corporation, except as may be otherwise required by the laws of the State of Delaware, may be kept outside of the State of Delaware, at such place(s) as the Board may from time to time determine. Except as otherwise provided by law, the Board will determine whether, to what extent, and the conditions upon which the books, accounts and records of the Corporation will be open to the inspection of the stockholders of the Corporation. ARTICLE 3. STOCKHOLDER MEETINGS 3.1 Place of Meetings. Meetings of the stockholders may be held at such place, either within or without the State of Virginia, as may be determined from time to time by the Board. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided by the Applicable Law. 3.2 Annual Meeting. The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. The Chairman may cancel a regular meeting of the Board by giving written notice of the cancellation at least ten (10) work days prior to the meeting where practical. 3.3 Special Meetings. (a) Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board, (ii) the Chief Executive Officer, (iii) the President, (iv) once applicable, the Board pursuant to a resolution adopted by directors representing a quorum of the Board, or (v) by the holders of shares representing at least fifty one (51) percent of the total shares of the Corporation eligible to vote, and shall be held at such place, on such date, and at such time as the Board shall fix. (b) If a special meeting is properly called by any person or persons other than the Board, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board, the Chief Executive Officer, or the Secretary. No business may be transacted at such special meeting otherwise than specified in such notice. 3.4 Notice of Meetings. Once applicable, whenever shareholders are required or permitted to take any action at a meeting, a written notice (including by email) of the meeting shall be provided to each shareholder of record entitled to vote at or entitled to notice of the meeting, which shall state the place, date, and hour of the meeting, as well as the purpose or purposes for which the meeting is called. Unless otherwise provided by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. 3.5 Quorum. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by law, Fifty One (51) percent of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Once a share is represented for a purpose at a meeting (other than solely to object to the holding of the meeting), it is deemed present for quorum purposes for the remainder of the meeting and the shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient shareholders to leave less than a quorum. The holders of a majority of the outstanding shares represented at a meeting, whether or not a quorum is present, may adjourn the meeting from time to time. 3.6 Voting Rights. (a) Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to vote for him or her by proxy, but no such proxy shall be voted or acted upon after one (1) year from its date unless the proxy expressly provides for a longer period. A duly executed proxy shall be irrevocable only if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. (b) If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election (provided a quorum exists). Unless otherwise provided by law or in the Corporation?s Articles of Incorporation, and subject to other provisions of these Bylaws, each shareholder shall be entitled to one (1) vote on each matter, in person or by proxy, for each share of the Corporation?s capital stock that has voting power and that is held by such shareholder. Voting need not be by written ballot. 3.7 List of Stockholders. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make available to voting shareholders the books and records that a shareholder is legally entitled to inspect. These records can include, but may not be limited to, the articles of incorporation, bylaws, and corporate resolutions. 3.8 Consent in Lieu of a Meeting. (a) Any action required to be taken or which may be taken at any meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents, describing the action taken, signed and dated by the shareholders entitled to take action without a meeting, and delivered to the Corporation at its registered office or to the officer having charge of the Corporation?s minute book. (b) No consent shall be effective to take the corporate action referred to in the consent unless the number of consents required to take action are delivered to the Corporation or to the officer having charge of its minute book within sixty (60) days of the delivery of the earliest- dated consent. (c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the Corporation as provided in the Applicable Law. 3.9 Conference Call. One or more shareholders may participate in a meeting of shareholders by means of conference telephone, videoconferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in this manner shall constitute presence in person at such meeting. ARTICLE 4. DIRECTORS 4.1 Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all lawful acts and things, subject to any limitations set forth in these Bylaws or the Articles of Incorporation for the corporation. 4.2 Number and Term of Office. The number of directors is currently set at one (1) but is subject to change. Each director shall be at least eighteen (18) years of age. The directors need not be residents of the state of incorporation. The directors shall be elected by the shareholders at the annual meeting of shareholders by the vote of shareholders holding of record in the aggregate at least a plurality of the shares of stock of the Corporation present in person or by proxy and entitled to vote at the annual meeting of shareholders. Each director shall be elected for a term until his or her successor shall be elected and shall qualify or until his or her earlier resignation or removal. 4.3 Vacancies. Except as otherwise provided by law, any vacancy in the Board of Directors occurring by reason of an increase in the authorized number of directors or by reason of the death, withdrawal, removal, disqualification, inability to act, or resignation of an acting director shall be filled by the majority of directors then in office and notice of a shareholder meeting shall be provided to the shareholders for the purpose of electing a director to permanently fill such vacancy. Any director may resign at any time by giving written notice to the Board. 4.4 Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board. If no such specification is made, it shall be deemed effective at the pleasure of the Board. 4.5 Removal. Subject to any limitations imposed by Applicable Law, any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of at least 51% percent of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote. 4.6 Meetings. Meetings of the Board of Directors may be called by any director or the President on five (5) days? notice to each director, either personally or by telephone, express delivery service, email, or facsimile transmission, and on ten (10) days? notice by mail (effective upon deposit of such notice in the mail). The notice shall specify the purpose of such meeting. 4.7 Quorum and Voting. A simple majority of the total number of authorized directors shall constitute a quorum for transaction of business. The act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as provided by law, the Articles of Incorporation, or these Bylaws. Each director present shall have one vote, irrespective of the number of shares of stock, if any, he or she may hold. 4.8.Super Majority Vote. The Company agrees that, except as otherwise provided, the Company shall not take any material actions without the affirmative vote or consent of at least Fifty One percent (51%) of the members of the Board of Directors (and, to the extent Delaware law requires stockholder approval to take such action, without affirmative vote or consent of at least sixty percent (60%) of the issued and outstanding capital stock of the Company). ?Material actions? shall include, but is not limited to, matters pertaining to voting rights; dividend payments; redemption rights; anti-dilution protections; and rights of first refusal. 4.9 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting of all members of the Board or committee, as the case may be, with the written consent of a quorum of the Directors, such writing or writings to be filed with the minutes or proceedings of the Board or committee. 4.10 Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board and at any meeting of a committee of the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor. Until these bylaws are amended, the Director shall not be eligible to receive additional compensation for his services as the sole Board member. 4.11 Conference Call. One or more directors may participate in meetings of the Board or a committee of the Board by any communication, including videoconference, by means of which all participating directors can simultaneously hear each other during the meeting. Participation in this manner shall constitute presence in person at such meeting. 4.12 Committees. The Board of Directors, by resolution, may create one or more committees, each consisting of one or more directors. Each such committee shall serve at the pleasure of the Board. All provisions under the Statutes and these Bylaws relating to meetings, action without meetings, notice, and waiver of notice, quorum, and voting requirements of the Board of Directors shall apply to such committees and their members. 4.13 Organization. At every meeting of the Board, the Chairman of the Board, or, if a Chairman has not been appointed or is absent, the President (if a director) shall preside over the meeting. ARTICLE 5. OFFICERS 5.1 Officers. The officers of the Corporation currently comprise the following and is subject to change: (a) the Chief Executive Officer and/or the President. The Board may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board. 5.2 Tenure and Duties of Officers. (a) Subject to any employment contracts that may be in place, all officers shall hold office at the pleasure of the Board and until their successors shall have been duly elected and qualified, unless sooner removed. (b) The Chief Executive Officer and/or the President shall have overall responsibility and authority for management and operations of the Corporation, shall preside at all meetings of the Board of Directors and shareholders, and shall ensure that all orders and resolutions of the Board of Directors and shareholders are implemented. The President shall have the authority to create any entity, either as a wholly-owned subsidiary or with owners additional to the Corporation, as the President may deem appropriate to accomplish any legitimate objective of the Corporation. The President shall be an ex- officio member of all committees and shall have the general powers and duties of management and supervision usually vested in the office of president of a corporation. (c) The current Director shall also act as the Board?s Secretary. The Secretary shall attend all meetings of the Board and all meetings of the shareholders and shall act as clerk thereof and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision the Secretary shall be. The Secretary shall maintain the records, minutes, and seal of the Corporation and may attest any instruments signed by any other officer of the Corporation. (d) The Treasurer shall be the chief financial officer of the Corporation, shall have responsibility for the custody of the corporate funds and securities, shall keep full and accurate records and accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account in the name of the Corporation. The Treasurer shall provide to the President and directors, at the regular meetings of the Board, or whenever requested by the Board, an account of all financial transactions and of the financial condition of the Corporation. 5.3 Execution of Instruments. All contracts, checks, drafts or demands for money and notes and other instruments or rights of any nature of the Corporation shall be signed by the President and/or such other officer or officers as the Board of Directors may from time to time designate. ARTICLE 6. DIVIDENDS 6.1 Declaration of Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate and Applicable Law, if any, may be declared by the Board. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate and Applicable Law. 6.2 Dividend Reserve. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in their absolute discretion, think proper as a reserve or reserves for any purpose as the Board determines is in the interests of the Corporation. ARTICLE 7. FISCAL YEAR 7.1 Fiscal Year. The fiscal year of of the Company shall begin on the 1st day of September and end on the 31st day of August of each year but may be changed by resolution of the Board of Directors. ARTICLE 8. INDEMNIFICATION AND INSURANCE 8.1 Indemnification. (a) The Corporation shall have the power to indemnify its directors, officers, employees, and other agents. The Board shall have the power to delegate the determination of whether indemnification shall be given to any such person (except executive officers) to such officers or other persons as the Board shall determine. (b) The Corporation may purchase and maintain insurance in a reasonable amount on behalf of any person who is or was a director, officer, agent or employee of the Corporation against liability asserted against or incurred by such person in such capacity or arising from such person?s status as such. Additionally, the Corporation may purchase life insurance on the life of any shareholder which may, in the discretion of the Corporation or subject to any agreement entered into with such shareholder or his/her estate, be used in connection with the repurchase of such shareholder?s shares upon his/her death. ARTICLE 9. NOTICES 9.1 Notices. (a) Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the United States mail, or by email, or facsimile, charges prepaid, to his or her address appearing in the books of the Corporation, or supplied by him or her to the Corporation for the purpose of notice. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. If the notice is sent by email or facsimile, it shall be deemed to have been given at the date and time shown on a written confirmation of the transmission of such facsimile communication. If such notice is related to a shareholder meeting, the notice shall specify the place, day, time of the meeting and the purpose of and general nature of the business to be transacted at such meeting. (b) Whenever any written notice is required by law, or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened or called. ARTICLE 10. AMENDMENTS 10.1 Amendments. The Board is expressly empowered to adopt, amend, or repeal these Bylaws (or any provision hereof). The stockholders shall also have power to adopt, amend, or repeal these Bylaws (or any provision hereof). ARTICLE 11. MISCELLANEOUS 11.1 Annual Report. The Board shall cause an annual report to be sent to each stockholder of the Corporation after the close of the Corporation?s fiscal year. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. 11.2 Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation or the Corporation?s stockholders, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Applicable Law, the Certificate, or these Bylaws, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine. 11.3 Interpretation. In interpreting these Bylaws, except where the context otherwise requires, (a) ?including? or ?include? does not denote or imply any limitation, (b) ?or? has the inclusive meaning ?and/or,? (c) the singular includes the plural, and vice versa, and each gender includes each other gender, (d) captions or headings are only for reference and are not to be considered in interpreting these Bylaws, (e) ?Section? refers to a section of these Bylaws, unless otherwise stated in these Bylaws, and (f) ?day? refers to a calendar day unless expressly identified as a business day. *** CERTIFICATE The undersigned Chief Executive Officer of Decentralized Crypto Financial, Incorporated., a Delaware corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of the Corporation adopted by the initial director of the Corporation. Dated: December 11, 2020 Name: Nicholas P. Scherling Title: Chief Executive Officer & Chairman This page intentionally left blank EX1A-12 OPN CNSL 5 exhibit4txt.txt LEGAL OPINION December 3, 2020 Decentralized Crypto Financial, Inc. 4795 Meadow Wood Lane, Suite 200 Chantilly, VA. 20151 * Re: Decentralized Crypto Financial, Incorporated Offering* Statement on Form 1-A Ladies and Gentlemen: I have acted as counsel to Decentralized Crypto Financial,* Incorporated (the ?Company?), a corporation incorporated under the laws of the State of Delaware, in* connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the* ?Securities Act?), with the Securities and Exchange Commission (?SEC?) relating to the proposed offering by the Company (the* ?Offering?) of up to 200,000,000 shares (the ?Shares?) of common stock, at $0.0001 par value, of the Company.* For purposes of rendering this opinion, I have examined* originals or copies (certified or otherwise identified to my satisfaction) of:* 1. Certificate of Formation of Decentralized Crypto Financial,* LLC as a Limited Liability Company (?LLC?), filed with the state of Delaware as of July 24, 2020, and further to be filed with the Securities and Exchange Commission; 2. Action of Sole Organizer of Decentralized Crypto Financial, LLC with the state of Delaware, as of July 28, 2020, further* to be filed with the Securities and Exchange Commission; 3. Certification of Incorporation of Decentralized Crypto* Financial, Inc., filed with the state of Delaware, dated August* 20, 2020, and further to be filed with the Securities and* Exchange Commission;* * 4. Certificate of Conversion from an LLC to a Corporation* pursuant to Section 265 of Delaware General Corporation Law,* as of August 24, 2020, and further to be filed with the* Securities and Exchange Commission; and 5. Bylaws of the Company in the form to be filed with the Securities and Exchange Commission. I have also examined such other certificates of public officials, such certificates of executive officers of the Company and such other records, agreements, documents and instruments as I have deemed relevant and necessary as a basis for the opinion hereafter set forth. In such examination, I have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to me as originals, (iv) the conformity to original documents of all documents submitted to me as certified, conformed or other copies and the authenticity of the originals of such documents and (v) that all records and other information made available to me by the Company on which I have relied are complete in all material respects. As to all questions of fact material to this opinion, I have relied solely upon the above-referenced certificates or comparable documents and other documents delivered pursuant thereto, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof. MICHAEL ROSS BLACKBURN, ESQ. 331 PINE STREET JERSEY CITY, NJ 07304 PHONE: +1 516 504 8169 Based on the foregoing and on such legal considerations as I deem relevant, I am of the opinion that the Shares, when issued and delivered against payment therefor as described in the Offering Circular, will be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the Delaware General Corporation Law, as currently in effect, and I do not express any opinion herein concerning any other law. The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where my opinion expressed herein refers to events to occur at a future date, I have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. I do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to my attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise. The opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. I hereby consent to the use of this letter as an exhibit to the Offering Statement and to any and all references in the offering circular that is a part of the Offering Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission. Very Truly Yours, Michael R. Blackburn, Esq. .. ADD EXHB 6 exhibit5rxt.txt CERTIFICATE OF CONVERSION Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF* DELAWARE, DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE LIMITED LIABILITY COMPANY UNDER THE NAME OF "DECENTRALIZED CRYPTO FINANCIAL LLC" TO A DELAWARE CORPORATION, CHANGING ITS NAME FROM "DECENTRALIZED CRYPTO FINANCIAL LLC" TO "DECENTRALIZED CRYPTO FINANCIAL INC.", FILED IN THIS OFFICE ON THE TWENTY- FOURTH DAY OF AUGUST, A.D. 2020, AT 3:20 O`CLOCK P.M. 3311473 8100V Authentication: 203689528 SR# 20207363217 Date: 09-18-20 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware Secretary of State Division of Corporatoi ns Delivered 03:20 PM 08/24/2020 FILED 03:20 PM 08/24/2020 SR 20206903529 - File Number 3311473 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A LIMITED LIABILITY COMPANY TO A CORPORATION PURSUANT TO SECTION 265 OF THE DELAWARE GENERAL CORPORATION LAW * 1.) The jurisdiction where the Limited Liability Company first formed is* De1aware 2.) The jurisdiction immediately prior to filing this Certificate is Delaware* 3.) The date the Limited Liability Company first formed is_0_7_12_4_12_0_2_0 _ 4.The name of the Limited Liability Company immediately prior to filing this Certificate is Decentralized Crypto Financial LLC 5.) The name of the Corporation as set forth in the Certificate of Incorporation is Decentralized Crypto Financial Inc. IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Limited Liability Company have executed this Certificate on the 20th day of August , A.D._20_2_0 _ By: Isl Nicholas Scherling Name: Nicholas Scherling Print or Type* Title: Member Print or Type Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?DECENTRALIZED CRYPTO FINANCIAL INC.?, FILED IN THIS OFFICE ON THE TWENTY- FOURTH DAY OF AUGUST, A.D. 2020, AT 3:20 O`CLOCK P.M. 3311473 8100 Authentication: 203689529 SR# 20207363217 Date: 09-18-20 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware Secretary of State Division of Corporatoi ns Delivered 03:20 PM 08/24/2020 FILED 03:20 PM 08/24/2020 SR 20206903529 - File Number 3311473 CERTIFICATE OF INCORPORATION OF Decentralized Crypto Financial Inc. FIRST: SECOND: * * THIRD:* * FOURTH: * FIFTH:* * SIXTH: The name of the corporation is: Decentralized Crypto Financial Inc. The address of the registered office of the corporation in the State of Delaware is located at: 108 West 13th Street, Wilmington, Delaware 19801 Located in the County of New Castle The name of the registered agent at that address is: Business Filings Incorporated The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. The total number of shares of stock which the corporation is authorized to issue is 500,000,000 shares of common stock having a one ten thousandth of a cent ($0.0001) par value. No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing clause shall not apply to any liability of a director (i) for any breach of the director's duty ofloyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation oflaw, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. This Article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the time this Article became effective. The name and address of the incorporator is Nicholas Scherling, 4795 Meadow Wood Ln, 200, Chantilly, Virginia 20151 I, the undersigned, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file, and record this Certificate oflncorporation and do certify that the facts herein are true. Isl Nicholas Scherling Nicholas Scherling, Incorporator Dated: 08/20/2020 ADD EXHB 7 exhibit6txt.txt ACTION OF SOLE ORGANIZER ACTION OF SOLE ORGANIZER OF Decentralized Crypto Financial LLC The undersigned, being the sole organizer of Decentralized* Crypto Financial LLC, a Delaware Limited Liability Company (the Company), does hereby approve and adopt the following resolutions: * Election of Members RESOLVED, that the following persons are hereby elected as the members of the Limited Liability Company to serve until the first annual meeting of the members or until their successors* are duly elected and qualified: Nicholas Scherling, 4795 Meadow Wood Ln 200, Chantilly, Virginia 20151 The undersigned, upon completion of this Action of Organizer, shall have no further responsibilities or obligations to the Limited Liability Company in his capacity as sole organizer. Dated: July 28, 2020 Business Filings Incorporated, Organizer Mark Williams, A.V.P. PART II AND III 8 originialcircular.txt ORIGINALLY FILED OFFERING CIRCULAR Part II - INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these shares has been filed with the U.S. Securities and Exchange Commission (the "Commission"). Information contained in this preliminary offering circular is subject to completion or amendment. These shares may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or a solicitation of an offer to buy or sell any of these shares in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained. Preliminary Offering Circular October 14th, 2020 Subject to Completion DECENTRALIZED CRYPTO FINANCIAL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 85-2718015 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 4795 Meadow Wood Lane, #200 Chantilly, Virginia 20151 (703) 594-6840 www.Decryptofi.com Nicholas Scherling Chief Executive Office Decentralized Crypto Financial Inc. ("DeCryptoFi") 4795 Meadow Wood Lane, #200 Chantilly, Virginia 20151 (703) 594-6840 Up to 150,000,000 shares of Common Stock This is an initial public offering of our common stock. The offering price is $0.10 per share. The offering consists of 150,000,000 shares of our common stock comprised of (a) up to 25,000,000 newly issued shares of our common stock ("Shares") in our Initial Public Offering ("IPO"), and up to (b) 125,000,000 shares for non-cash consideration pursuant to our "Work Compensation" program. In the event all of the Offering Shares are sold, we may, in our discretion, sell up to 50,000,000 additional authorized, but currently unissued shares ("Additional Shares" and/or "Reserve Shares") in the 1 offering currently held in reserve. 300,000,000 shares are currently owned by the CEO of DeCryptoFi, Nicholas Scherling ("Company insider" and/or "Holder"). In connection with the initial public offering of the Company's securities, the Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company held immediately prior to the effectiveness of the registration statement for such offering (other than those included in the registration), for such period of time (not to exceed 180 days or such longer period of time as may be required to comply with Rule 2711 of the Financial Industry Regulatory Authority, Inc. (or any successor rule thereto)) two days following the effective date of such registration statement ("lock-up period"). Further, following the lock-up period, the Holder will be limited to selling 12.5% of his holdings per year. This not only protects against over-diluting the market share value, but also preserves the integrity of the Company. There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. The offering will commence within six weeks after this offering circular has been qualified by the Commission. The offering will exist until the date on which the offering of any additional stock would cause the aggregate offering price or aggregate gross sales in this offering, as those terms are defined under Rule 251(a) of the Securities Act, to exceed $50,000,000.00. The Commission does not pass upon the merits of or give its approval to any shares offered hereby or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. The Offering Shares are being offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the Offering Shares offered are exempt from registration. Price to Public Underwriter Proceeds Proceeds Per Share Discounts To Issuer to other Persons $0.10 $0.0 $0.10 $0.0 Total Min1 N/A N/A N/A N/A Total Max. $0.10 N/A $15M N/A Investing in an IPO is speculative and involves substantial risks. You should purchase stock only if you can afford a complete loss of your investment. See "Risk Factors" to read about the more significant risks you should consider before buying our stock. Please see subsection "Risk Factors," beginning on page 9 of this offering circular. This is a Regulation A+ Tier 2 offering. The Company may decide, either concurrently with this offering (potentially commencing prior to its qualification) or on a date subsequent to the qualification of this offering, to sell between 0 and 25 million shares of stock to non-U.S. 2 persons in a private placement exempt from the registration requirements of the Securities Act under Regulation S promulgated thereunder ("Regulation S"). The stock in any potential concurrent or subsequent Regulation S offering will be considered a restricted security and will be sold for delayed delivery and subject to a transfer restriction for ranging from 40 days to one year. THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION. Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. We deem this limitation on investment not to apply to the non-cash consideration for which stock is received through our Work Compensation plan, and therefore to not limit the number of shares that may be received through the Work Compensation Plan. Prior to this offering, there has been no public market for our common stock. For general information on investing, we encourage you to refer to www.investor.gov. Initially, DeCryptoFi stock will not trade on a stock exchange, securities exchange, or other trading market. This means that it may be difficult to sell your shares of stock. IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR Please carefully read the information in this offering circular and any accompanying offering circular supplements, which we refer to collectively as the "preliminary offering circular." You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information. This offering circular may only be used where it is legal to sell these securities. You should not assume that the information contained in this offering circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference. This preliminary offering circular is part of an offering statement that we filed with the SEC, using a continuous offering process, and is still pending approval. Periodically, as we make material developments, we will provide an offering circular supplement that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any subsequent statement made by us in a subsequent offering circular 3 supplement. We are following the "Offering Circular: disclosure format under Regulation A The date of this preliminary offering circular is October 14th, 2020 TABLE OF CONTENTS SUMMARY 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 RISK FACTORS 7 TERMS OF THIS OFFERING 12 USE OF PROCEEDS 13 DESCRIPTION OF BUSINESS 14 DESCRIPTION OF COMMON STOCK 15 REGULATORY CONSIDERATIONS 15 CHANNELS FOR DISCLOSURE OF INFORMATION AND PLAN OF DISTRIBUTION DILUTION 18 CONCURRENT OR SUBSEQUENT REGULATION S (REG S) OFFERING 20 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 21 DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 22 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 24 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 24 SHARES ELIGIBLE FOR FUTURE SALE 25 FINANCIAL INFORMATION SECTION 25 EXHIBITS Offering Circular We have not authorized anyone to provide any information or to make any representations other than those contained in this offering circular or in any free writing prospectuses we have prepared. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this preliminary offering circulars current only as of its date. 4 You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information. The information in this offering circular assumes that all the shares offered are sold and we have not taken advantage of our option to sell any Additional Shares as described herein. SUMMARY This offering summary highlights certain information appearing elsewhere in this offering circular. Because it is a summary, it may not contain all the information that is important to you. To understand this offering fully, you should read the entire offering circular carefully, including the "Risk Factors" section, before making a decision to invest in our stock. Unless the context requires otherwise, in this offering the terms "we," "us" and "our" refer to DeCryptoFi, the issuer of the common shares of stock. For a more complete understanding of this offering, you should read the entire offering circular carefully, including the risk factors and the financial statements. Who we Are. We are an early-stage financial technology company. Our company, DeCryptoFi, has identified a glaring and persistent issue that many privately held businesses face; the ability for small and medium sized companies to raise additional capital. When businesses need capital, typically they must go through the arduous process of seeking a loan from a bank or lending company. It is extremely difficult for small and medium sized companies to access public markets where they may receive the same or better terms in return for capital. When a small business is approved for a loan by a bank (or other lending provider), these institutions will often require from the business a form of hard asset collateral, and most require a personal guarantee from its owner, regardless of the company's financial stability. W2 employees, working for a successful business, would never personally guarantee a business loan just to keep their job, so why should legitimate business owners? If businesses are turned away from financial institutions, there seems to be few alternatives except for these businesses to seek additional capital from Merchant Cash Advance firms, or some form of lending company that charges usurious interest rates. These types of lending institutions tend to benefit from the borrower's company failing rather than succeeding, which then puts people out of jobs and facing massive debts that need to be repaid. As a result, many business owners are unable to secure the capital they need to scale their business and those that are able to get a good loan at a low rate may still be unwilling to do so due to personal guarantee requirements. No employee or business owner wants to personally secure business loans with their personal finances regardless of how well their business is performing. Our Solution. The reality is that there are numerous additional ways that companies can 5 raise capital, but they simply lack the knowledge, expertise, or personnel to facilitate alternative capital-raising offerings. DeCryptoFi has created a technology-driven software that will allow small and mid-sized companies to understand and be fully compliant with the public and private offering processes. Our main goal can be summed up in one word... simplification. Our goal is to tap into this market and assist small and medium size companies that want to pursue a public offering or an alternative acceptable private offering and remain fully compliant with SEC regulations. We strive to make the overlooked alternative methods of raising capital easy to achieve, easy to comprehend, and for many aspects of the process, completely automated. The SEC has long struggled with how to assist small and medium size businesses get access to the public market; we are here to help! By answering a series of questions specific to their company, including, but not limited to, how much capital the company seeks to raise, who the company's target investors will be, current and past revenue, profitability, growth rate, what its organizational structure is like, etc., businesses will be able to streamline the structuring of a potential business capitalization and the regulatory safeguards associated with these capital raising options. DeCryptoFi's patented software will provide a list of currently available offerings to our customers, as well as a list of offerings that are just within their grasp. Once the business owner fully comprehends the types of offerings available to them and decides which to pursue, DeCryptoFi's software will assist in automating all relevant SEC filings, state filings, investor notifications, disclosures, offering circulars, registration statements, offering memoranda, prospectuses, dividend payments, proxy statements, and much more. Strategy. We will pursue the following strategies: Continue to attract top talent. To grow our business, we recognize the need to attract experienced professionals in technology, legal, accounting, and so forth. While we already have a strong team of employees and advisors with the relevant expertise (discussed in greater detail below), we plan to supplement key roles as we ramp up our operations. Scale our business to become a national leader in our sector. We are focused on growing our national and international footprint and are testing business development and marketing efforts in multiple channels. Increased awareness of our products and services will enable us to scale and attract a whole assortment of different types of businesses that previously did not fall under the SEC's purview, but will now be a fully compliant reporting company or exempt reporting company, thereby increasing investor protection across broad range of market tiers. Corporate Information. We are a Delaware corporation (C-Corp) organized on August 20, 2020 Our principle place of business address is 4795 Meadow Wood Lane # 200, Chantilly, VA 20151, our telephone number is (703) 594-6840, and our website is www. DeCryptofi.com. Except for this offering circular and our other public filings with the SEC pursuant to the requirements of SEC regulation A, information found 6 on, or accessible through our website is not a part of, and is not incorporated into this offering circular, and you should not consider it part of this offering circular. We consider these facilities adequate for our current operations. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The statements contained in this offering circular that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predicts," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this offering circular may include, for example, statements about our: o limited operating history and ability to maintain or increase profitability. o reliance on third parties for production and distribution. o results of operations. o ability to manage growth. o ability to minimize our production and distribution costs by utilizing funding sources provided by others. o regulatory or operational risks. o success in retaining or recruiting, or changes required in, our officers, key employees or directors. o capital structure. o ability to obtain additional financing when and if needed; and o liquidity and trading of our securities. The forward-looking statements contained in this offering circular are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected 7 in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These statements involve risks, uncertainties, assumptions, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this offering circular, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. In determining the current price in the general offering, DeCryptoFi has relied on preliminary oral indications of interest from potential investors, both institutional and retail, that we received in compliance with Rule 255 under the Securities Act. As noted on the cover page to this offering circular, DeCryptoFi does intend to seek additional input on this price by seeking pre- qualification indications of interest from potential investors pursuant to Rule 255 under the Securities Act. The offering price of the DeCryptoFi Stock, however, bears no relationship to DeCryptoFi's book or asset values or likelihood of repayment or to any other established criteria for valuing securities. This price may not be indicative of the market price of the DeCryptoFi Stock at such time as a secondary trading market does develop, if ever, or the proceeds that you would receive upon a commercial sale of the DeCryptoFi Stock; the offering price may be significantly more than either such price. Prior to this offering there has been no public market for any of our securities. The public offering price of our shares was determined on a number of factors. Factors considered in determining the prices and terms of the Shares (and the Additional Shares) offered hereby include: o The history and prospects of companies similar to our company o Prior offerings of those companies o Our prospects o Our capital structure o Our software o An assessment of our management o General conditions of the securities markets at the time of the offering; and o Other factors as were deemed relevant However, although these factors were considered, the determination of the offering prices is more arbitrary than the pricing of securities for an established operating company. Following this offering, the price of our common stock may vary significantly due to general market or economic conditions as well as other factors. Furthermore, an active trading market for the securities may 8 never develop or, if developed, may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. RISK FACTORS The SEC requires that we identify risks that are specific to our business and financial condition. We are still subject to all the same risks that all companies in our business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events, and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest. An investment in the securities offered by this offering circular involves a high degree of risk. You should carefully consider all the material risks described below, together with the other information contained in this offering circular, before making a decision to invest in DeCryptoFi. There can be no assurance that any purchaser will achieve his or her investment objective or avoid substantial losses by investing in DeCryptoFi. All investments entail a high degree of risk, and purchasers may lose some or all their investment. Risks associated with our business 1. We do not have a long operating history on which to evaluate our company. We face all the risks faced by newer companies in similar industries, including significant competition from existing and emerging capital raising platforms many of which may be significantly more established, larger, and better financed than our company. However, we believe that what we are offering is incredibly unique and the market we are entering should be far less saturated. 2. There is considerable uncertainty about the asset class's long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others. In addition, the success of the stock and other types of securities that may be issued will depend on whether new technologies turn out to be useful and economically viable. We do not control any of these factors, and therefore may not be able to control the long-term success of our company share value. 3. The offering price of our stock was not established on an independent basis. After we commence operations, the actual value of your investment may be substantially less than what you pay. The most recent pre-revenue valuation of our stock concluded our stock has a fair market value of $0.10 per share as of October 14th, 2020. 4. The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors. 5. This offering is being made pursuant to recently adopted rules and regulations under Regulation A of the Securities Act. The legal and compliance requirements of these rules and regulations, including ongoing reporting requirements related thereto, are relatively untested. 9 6. Our operating results are dependent, in part, on management's estimates of revenue to be earned in the future. We will regularly review and revise our revenue estimates. Periodic adjustments in amortization rates may significantly affect these results. 7. We are pre revenue. We anticipate that our revenue will begin in 2021. Until we are revenue stable our revenue may not be evenly distributed throughout the year but may be more evenly distributed in the future as we expand our business and diversify, Until such time, our quarter to quarter financial results may not be comparable within any single fiscal year or from fiscal year to fiscal year. 8. Our projections may fluctuate. As a result of the foregoing and other factors, our results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future period 9. We are smaller and less diversified than many of our competitors. Some of our larger competitors have more resources with which to compete for ideas, enhancements, and better functionality. 10. We must successfully respond to rapid technological changes and alternative forms of delivery or storage to remain competitive. The financial industry in general continues to undergo significant developments as advances in technologies and new methods of product delivery and storage, or certain changes in consumer behavior driven by these developments, emerge. Consumers are spending an increasing amount of time online and on mobile devices, and are increasingly viewing financial date in real time, on their televisions and on handheld or portable devices. we must adapt our businesses to changing consumer behavior and preferences and exploit new distribution channels. Our strategy is to seek to take advantage of these changes and thereby to create new revenue streams and other opportunities for our content. If we cannot successfully utilize these and other emerging technologies, it could have a material adverse effect on our business, financial condition, operating results, liquidity, and prospects. 11. We must constantly be aware of any intellectual property issues. Protecting and defending against intellectual property claims may have a material adverse effect on our business. Our ability to compete depends, in part, upon successful protection of our intellectual property relating to our software. We will attempt to protect proprietary and intellectual property rights to our software through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories. 12. We plan to conduct business abroad and internationally. We face risks from doing business internationally. We intend to distribute our content outside the U.S. and derive revenue in foreign jurisdictions. As a result, our business is subject to certain risks inherent in international business, many of which are beyond our control. These risks include: a. Laws and policies affecting trade, investment, and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws. b. The Foreign Corrupt Practices Act ("FCPA") and similar laws 10 regulating interactions and dealings with foreign government officials. c. Changes in local regulatory requirements, including restrictions on video content. d. Differing cultural tastes and attitudes. e. Differing degrees of protection for intellectual property f. Financial instability and increased market concentration of buyers in foreign markets. g. The instability of foreign economies and governments. h. Fluctuating foreign exchange rates. i. The spread of communicable diseases in such jurisdictions, which may impact business in such jurisdictions; and j. War and acts of terrorism. Events or developments related to these and other risks associated with international trade could adversely affect our revenue from non-U.S. sources, which could have a material adverse effect on our business, financial condition, operating results, liquidity, and prospects. Risks Specific to this Offering a. DeCryptoFi's securities are just being introduced to the market. Our stock has no history and thus face significant uncertainties around its valuation. This valuation may be highly dependent on the demand for our patented software, which is unproven and uncertain, and the reliability of the underlying technology which is untested. b. The securities being offered are volatile in nature. There is no guarantee that our securities will hold their value or increase in value, and you may lose the amount of your investment in the DeCryptoFi stock in whole or in part. The shares in the initial stock offering are highly speculative, and any return on an investment is contingent upon numerous circumstances, many of which (including legal and regulatory conditions) are beyond our control. There is no assurance that purchasers will realize any return on their investments or that their entire investment will not be lost. For this reason, each purchaser should carefully read this offering circular and should consult with his or her own attorney, financial and tax advisors prior to making any investment decision with respect to DeCryptoFi stock. c. There is much reliance on the Firm's CEO, Nicholas Scherling, regarding the ultimate success of the company. Our chairman and chief executive officer will effectively control our company. DeCryptoFi will only be offering one class of common stock. Our chairman and chief executive officer, Nicholas Scherling, has control over the vast majority of all the outstanding voting power and, in turn, our company. This concentration of ownership and decision making may make it more difficult for other stockholders to effect substantial changes in our company and may also have the effect of delaying, preventing or expediting, as the case may be, a change in control of our company. d. Dividend payments will not be made during the inception of the 11 Company's offering. We do not intend to pay any dividends on our common stock at this time. The payment of cash dividends on our common stock in the future will be dependent upon our revenue and earnings, if any, capital requirements and general financial condition as well as the limitations on dividends and distributions that exist under the laws and regulations of the State of Delaware and will be within the discretion of the Company. It is the present intention of the Company to retain all earnings, if any, for use in our business operations and, accordingly, the Company does not anticipate declaring any dividends on our common stock in the foreseeable future. As a result, any gain you will realize on our common stock will result solely from the appreciation of such shares. e. If our securities become subject to the SEC's penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. If at any time we have net tangible assets of $5,000,000 or less and our common stock has a market price per share of less than $5.00, transactions in our securities may be subject to the "penny stock" rules promulgated under the Securities Exchange Act of 1934. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must: 1. make a special written suitability determination for the purchaser. 2. receive the purchaser's written agreement to the transaction prior to sale. 3. provide the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks" and which describe the market for these "penny stocks" as well as a purchaser's legal remedies; and 4. obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has received the required risk disclosure document before a transaction in a "penny stock" can be completed. If our securities become subject to these rules, it may be difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell our securities. We have 50,000,000 shares in reserve for future issuance which could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If and when we issue additional securities to raise funds or consummate any acquisition or business combination, you may experience dilution to your holdings. The determination for the offering price of our shares is more arbitrary compared with the pricing of securities for an established operating company. - You will not be able to sell almost all of our stock immediately after purchase, and it may decline in value before you have a chance to sell it. In addition, at issuance, there will be no trading market for the Stock, and a trading market may never develop. - If the Stock is issued, there may not be a trading market available for the Stock, or any exchange on which holders of Stock may transfer or resell their Stock. As a result, the Stock may initially only be traded on very 12 limited range of venues, including U.S. registered exchanges, or regulated alternative trading systems for which a Form ATS will have been properly submitted to the SEC. - Exchanges may decide not to list the DeCryptoFi Stock for several reasons not under our control, a perceived lack of market interest in the DeCryptoFi Stock, and any other factors. As a result, investors of DeCryptoFi Stock should be prepared to hold their Stock indefinitely, as there is no guarantee that holders will be able to sell or exchange their Stock. In the event that the Stock remains illiquid for a significant period of time or indefinitely, the value of the DeCryptoFi Stock may be materially adversely affected. - Most securities that are publicly traded in the U.S. have one or more broker-dealers acting as "market makers" for the security. A market maker is a firm that stands ready to buy and sell the security on a regular and continuous basis at publicly quoted prices. In the event the stock is listed on an exchange, we cannot guarantee that the stock will have a market maker, which could contribute to a lack of liquidity in the DeCryptoFi stock and could have a material adverse effect on holders' ability to trade the stock. - The offering price of shares of DeCryptoFi was not established on an independent basis; the actual value of your investment may be substantially less than what you pay. The selling price of DeCryptoFi Stock bears no relationship to our book or asset values or likelihood of repayment or to any other established criteria for valuing securities. Because the offering price is not based upon an independent valuation, the offering price may not be indicative of the proceeds that you would receive upon a commercial sale of the Stock. Further, the offering price may be significantly more than the price at which the Stock would trade if they were to be listed on an exchange or actively traded by broker-dealers. - The determination for the offering price of our shares is more arbitrary compared with the pricing of securities for an established operating company. Prior to this offering there has been no public market for any of our securities. The public offering price of our shares was negotiated between us and the joint book-running managers. Factors considered in determining the prices and terms of the Shares (and the Additional Shares) offered hereby include: * the history and prospects of companies similar to our company; * prior offerings of those companies; * our prospects; * our capital structure; * an assessment of our management; * general conditions of the securities markets at the time of the offering and other factors as were deemed relevant 13 However, although these factors were considered, the determination of the offering prices is more arbitrary than the pricing of securities for an established operating company The value of your share value in DeCryptoFi may depend on its supply, and whether there is a pre-determined schedule of Stock Compensation every year. During our first year we will issue approximately 3,125,000 shares of stock in our Stock Compensation Plan, and every two years we will decrease this number by 5%. This is subject to vary slightly. The following table shows our projections for the first 6 years: * Our use of Form 1-A and our reliance on Regulation A for this offering may make it more difficult to raise capital as and when we need it, as compared to if we were conducting a traditional initial public offering on Form S-1. o Because of the exemptions from various reporting requirements provided to us under Regulation A and because we are only permitted to raise up to $50,000,000 in any 12-month period under Regulation A (although we may raise capital in other ways, such as the concurrent Regulation S offering), this securities offering may be less attractive to purchasers and it may be difficult for us to raise additional capital as and when we need it. If we are unable to raise additional capital as and when we need it, the growth of our financial condition and results of operations may be adversely affected, which may have a material adverse effect on the value of our stock. Years 1-2 3,125,277 Years 3-4 2,969,013 Years 5-6 2,820,562 * DeCryptoFi may evaluate and consider strategic transactions, combinations, acquisitions, or alliances to enhance its existing business or develop new products and services. These transactions could be material to its financial condition. If we do consummate a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of the transaction. * Any acquisition will involve risks commonly encountered in business relationships, including: o difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products, and services of the acquired business. o inability of the acquired technologies, products, or businesses to achieve expected levels of revenue, profitability, productivity, or other benefits. o difficulties in retaining, training, motivating, and integrating key personnel. o diversion of management's time and resources from our normal daily operations. o difficulties in maintaining uniform standards, controls, procedures, and policies within the combined organizations. 14 o difficulties in retaining relationships with customers, employees, and suppliers of the acquired business. o risks of entering markets in which we have no or limited direct prior experience. o regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre- closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business. o assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability. o failure to successfully further develop the acquired technology; liability for activities of the acquired business before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities. o potential disruptions to our ongoing businesses; and o unexpected costs and unknown risks and liabilities associated with the acquisition. Risks Related to Regulations * There are uncertainties related to the regulatory regimes governing the issuance of new publicly traded securities, and as such, new regulations or policies may materially adversely affect the development and value our securities. * Any future regulatory actions applicable to our related activities could severely impact our operations and the value of DeCryptoFi. Accordingly, DeCryptoFi may need to restructure operations significantly to comply with any new regulation or guidance. These efforts could be costly and could involve fundamentally changing core portions of our business, operations and in turn negatively affect the value of our securities. On the other hand, failure to restructure for compliance adequately or quickly enough could result in regulatory action (such as investigations by the government or a self-regulatory organization or government or private litigation or administrative actions) that requires DeCryptoFi to spend significant time and effort, which would pull the Company's attention away from the core of its business and potentially deplete our resources. It could also result in negative publicity. * New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may adversely impact securities, including with respect to their value, their liquidity, the ability of purchasers to access marketplaces or exchanges on which to trade the security, and the structure, rights and transferability of the security. Transfer Agent and Registrar The Company will act as registrar and maintain the Company's share register. As of the date of this offering circular, we have not engaged a transfer agent, and do not intend to engage a transfer agent until such time as we determine its necessary or we are required to do so in order to satisfy the conditional exemption contained in Rule 12g5-1(a)(7) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. TERMS OF THIS OFFERING Securities being offered by Company: DeCryptoFi is authorized to issue 500,000,000 shares. We will be offering only one class of common stock. 25,000,000 shares will be offered through our initial public offering. The Company will also be offering up to 125,000,000 shares as stock for non-cash consideration in exchange for certain goods and services. Please see the section, Stock Compensation Plan for additional information. Reserved Funds: The Company will keep 50,000,000 shares in reserve for future issuance and to enhance the growth of the Company and/or for reasons that the Company believes are in the best interests of its shareholders. The CEO of the Company owns 300,000,000 shares subject to a lock-up period of 180 days, which shall commence 2 days after the Commission approves this offering. Best Efforts Offering: There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. If all the Offering Shares are sold in the offering, we will have the option to sell up to 50 million additional newly issued shares in the offering in our discretion ("Additional Shares"). Lock-up Agreement: Insider(s) of the company have entered into an agreement with the Company pursuant to which he has agreed to not sell, transfer or otherwise dispose of any Company Securities for an initial period of 180 days which shall begin two days after the Commission's approval of this circular. Payment for Common stock: After the qualification by the SEC of the offering statement of which this offering circular is a part, investors will create a profile on DeCryptoFi's online platform which has been engineered to seamlessly accept investment online, including verifying investor identities, performing anti-money laundering checks on investors, facilitating investment document execution, funds transfer and regulatory compliance. We may also permit payment to be made in foreign currency or by credit card if and to the extent we can establish and maintain relationships with licensed currency exchange services providers and or payment processing entities to facilitate such transactions and provided, further, we are able to do so in accordance with FINRA and SEC guidelines. On each closing date, the funds in the account will be released to us and the associated shares will be issued to the investors in this Offering. If any funds are returned by us if we choose to reject a subscription or elect not to proceed with the Offering, such funds will be returned by mail via a check in U.S. dollars or through the payment method received. Stock Compensation Plan: We are offering up to 125,000,000 shares of stock through our Stock Compensation Plan. In the future, stock may be 16 exchanged for public or private shares of companies that utilize DeCryptoFi services for the issuance of public or private capitalization. Voting Rights: Each holder of the Company's Common Stock is entitled to one vote for each share on all matters submitted to a vote of the shareholder, except as provided by law or by the other provisions of the Certificate of Incorporation. Dividends: We do not intend to pay any dividends currently. The payment of cash dividends on our common stock in the future will be dependent upon our revenue and earnings, if any, capital requirements and general financial condition as well as the limitations on dividends and distributions that exist under the laws and regulations of the State of Virginia and will be within the discretion of the Company. It is the present intention of the Company to retain all earnings, if any, for use in our business operations and accordingly, the Company does not anticipate declaring any dividends on our common stock in the foreseeable future. As a result, any gain you will realize on our common stock will result solely from the appreciation of such shares. List of securities and proposed symbols: Prior to this offering, there have been no public market for our common stock. We currently do not meet the financial listing requirements to be listed on a national securities exchange. Once the Company reaches the applicable thresholds, the Company intends to register with one or more registered securities exchanges. USE OF PROCEEDS We estimate that the net cash proceeds to us from the sale of the company stock offering in this offering will be $15 million, minus any offering expenses and other fixed costs. We intend to use the proceeds of this offering, net of any federal and state income taxes for working capital and other general corporate purposes general operations and cash reserves, including but not limited to payment of salaries (including those of directors and officers) and hiring employees and consultants. We also intend to use the proceeds of this offering for research and development, specifically for continued development in ways to enhance our software and our platform, and for hiring costs and payment of salaries that are allocated to research and development, as well as for marketing and education, which includes organizing and hosting educational and developer events. We will also use the above proceeds in conjunction with the proceeds from a potential concurrent or subsequent Regulation S offering to non-U.S. persons, the net proceeds of which we estimate to be $15,000,000.00. We cannot specify with certainty all the particular uses for the net proceeds to be received upon the concurrent Regulation S offering. In addition, the amount, allocation, and timing of our actual expenditures will depend upon numerous factors. Pending other uses, we intend to invest the proceeds in interest-bearing, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether the proceeds invested will yield a favorable return. Our management will have broad discretion in the application of the net proceeds we receive 17 from our offering and the concurrent Regulation S offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds. It is in the Company's sole discretion whether to pursue a Regulation S offering. In addition, we intend to use our proceeds for the following: a. financing production and associated development and operating costs and expenses for our software. b. working capital and general corporate purposes. DeCryptoFi reserves the right to alter the use of proceeds in this offering. DESCRIPTION OF BUSINESS DeCryptoFi's main goal is to make the public and private offering process of raising capital easier for small and midsized businesses to achieve. Our top priority is to aid and facilitate with the complexities in the alternative space of capital raising. Many companies, even if aware of these alternative methods of capital raising, simply lack the legal and finance team dedicated in ensuring that all regulatory and audit requirements are satisfied. Without the proper personnel, small to medium sized businesses cannot devote the time to raising capital while simultaneously running their business. If these business owners wish to outsource these functions, it can drastically affect the company's bottom line. We aim to assist with initial public offerings ("IPO"), initial public debt offerings ("IPDO"), private offerings, and private debt offerings. We believe that average business owners are not even aware of the ability for tapping public and private markets simply through debt offerings and the potential advantages associated with it. Staging an IPO is also a very time-consuming and expensive process. The registration process can be quite complex and requires the company to disclose a variety of information to potential investors. In addition, the IPO process can take as little as six months or as long as two years, during which time management's attention is distracted away from day-to-day operations. It can also conservatively cost a company between $50,000 and $250,000 in underwriting fees, legal and accounting expenses, and printing costs. DeCryptoFi's software will allow companies the ability to streamline and automate SEC filings, quarterly and annual reports, dividend payments, privacy notifications, General Data Protection Regulations ("GDPR"), Anti-Money laundering provisions, and the Trust Indenture Act regulations. By giving our customers the ability to systematize these processes, the regulatory landscape will be satisfied, thereby alleviating some of these hurdles and giving them the opportunity to focus on running their business. DeCryptoFi has not filed for any bankruptcy receivership, or similar proceedings, nor is DeCryptoFi currently subject to, or has been subject to, any legal proceedings material to the business or its financial condition. There is no material litigation, arbitration or governmental proceeding currently pending against us, or any of our officers or in their capacity acting as such and neither we, nor our officers have been subject 18 to any such proceedings in the 12 months preceding the date of this preliminary offering circular. Trademarks and Copyrights: We own or have applied for rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect our business. This offering circular may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties' trademarks, service marks, trade names or products in this offering circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this offering circular are listed without their (c), (r) and (tm) symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners. DeCryptoFi Platform: We will operate an online platform, where investors can manage their accounts and purchase shares of our company. Prospective investors will create a public address (username) and private key (password) and indicate agreement to our terms and conditions and privacy policy. * Available Online Directly from Us. Investors must purchase shares of our stock directly from us. * No Minimum Investment. Investors will be able to build ownership over time by making purchases as low as the initial offering price. DESCRIPTION OF DECRYPTOFI'S COMMON STOCK GENERAL DeCryptoFi has a total of 500,000,000 authorized shares of common stock, with a par value $.0001. As of the date of this offering circular, 300,000,000 shares of the Company's common stock are outstanding. VOTING RIGHTS As DeCryptoFi's business expands, it is the intention of the Company to grant voting rights to Company shareholders. Shareholders would be entitled to one vote per share. NO PREEMPTIVE OR SIMILAR RIGHTS Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions. MERGER OR CONSOLODATION In the case of any distribution or payment in respect of the Company's common stock upon any potential consolidation or merger with or into any other entity, or in the case of any other transaction having an effect on stockholders substantially similar to that resulting from a consolidation or merger, such distribution or payment shall be made ratably on a per share basis among the Company's shareholders. 19 REGULATORY CONSIDERATIONS Below is a summary of certain current areas of government regulation that apply to our business and potential regulatory issues of which we are aware. As discussed below, we generally believe that our business and the offering discussed in this offering circular are compliant with these regulations, but in certain cases there may be uncertainty related to that conclusion. Government Regulations The regulatory treatment of securities offerings is uncertain in many ways. In part, this uncertainty results from the need for regulators to apply existing law to a new and evolving set of technologies and assets. We anticipate that regulation will evolve as various state, federal and international government agencies take greater interest in regulation of newly issued securities, especially with the recent enactment of Regulation Best Interest ("Reg BI"), and the current Dodd Frank provisions. We anticipate new regulations to be established, at which point, if applicable to DeCryptoFi's business model, we will take all necessary steps to ensure we are compliant. In addition, various legislative and executive bodies in the United States and in other countries may adopt new laws, regulations, or guidance, or take other actions in the future. Any future regulatory actions applicable to DeCryptoFi and our related activities could severely impact our operations and the value of our securities. We may need to restructure operations significantly to comply with any new regulation or guidance. Failure to do so adequately or quickly enough could result in regulatory action (such as investigations by the government or a self-regulatory organization or government or private litigation or administrative actions) that requires us to spend significant time and effort, which would pull our attention away from the core of our business and potentially deplete our resources. It could also result in negative publicity. Regulatory change could even potentially result in certain aspects of our operations being viewed as impermissible, which could result in a need for us to dramatically alter or cease activities Securities Act Considerations Typically, offerings of securities in the U.S. are required to register under the Securities Act with the SEC and, in compliance with state law, with applicable state regulators (blue sky regulations). Our current offering relies on an exemption from federal registration under the Securities Act provided by Regulation A, which also provides for preemption of state registration requirements, but which also currently limits issuances by a single issuer to offerings of no more than $50,000,000 each year. We have also taken the position that the commercial uses of our stock, including transfers between owners, do not require registration or an exemption from registration under state securities laws. If in subsequent years after our initial filing we find that our ability to issue additional shares would exceed the $50m threshold provided by Reg A Tier 2, we recognize that we may need to fully register our securities with the SEC and/or to register our shares of stock with one or more U.S. 20 state securities regulators. Exchange Act Considerations Registration as Transfer Agents. Under the Exchange Act, a transfer agent is a person who engages, with respect to securities registered under Section 12 of the Exchange Act, in (a) countersigning issued securities, (b) monitoring issued securities, with the goal of preventing unauthorized issuances, (c) registering transfers of issued securities, (d) exchanging or converting issued securities, or (e) transferring record ownership of securities by bookkeeping entry without physical issuance of securities certificates. Transfer agents are typically required to register with the SEC under the Exchange Act. Because our distributed software will record the owner of our stock, and/or the debt of clients we potentially assist in going public that may not be listed on an exchange at the time of going public, we could be viewed as engaging in these types of activities. We have taken the position that DeCryptoFi, and anyone operating its software are not required to register as transfer agents because direct sale of stock from seller to buyer without an exchange or marketplace is not captured or described in the definition of a transfer agent and is not facilitated by DeCryptoFi. In the future, once listed on an exchange, stock transfers occurring on an exchange will be recorded by the relevant exchange in accordance with all applicable laws. It is possible that the SEC or another regulator would disagree with our position. If so, we, or anyone running our software could be forced to register as a transfer agent and comply with applicable law, which could lead to significant costs to DeCryptoFi and could force DeCryptoFi to change or cease its operations. It could also lead to considerable uncertainty as to how we would comply with regulation, which would likely result in a need for a relatively long registration process and could ultimately prove prohibitive to our business model. Any of these developments would decrease the value of the stock sold in this offering. Registration as Clearing Agency Also under the Exchange Act, a clearing agency is any person who (a) acts as an intermediary in making payments or deliveries, or both, in connection with transactions in securities; (b) provides facilities for comparison of data respecting the terms of settlement of securities transactions, to reduce the number of settlements of securities transactions, or for the allocation of securities settlement responsibilities; (c) acts as a custodian of securities in connection with a system for the central handling of securities whereby all securities of a particular class or series of any issuer deposited within the system are treated as fungible and may be transferred, loaned, or pledged by bookkeeping entry without physical delivery of securities certificates; or (d) otherwise permits or facilitates the settlement of securities transactions or the hypothecation or lending of securities without physical delivery of securities certificates. A clearing agency does not include any person solely by reason of performing a transfer agent function, specifically transferring record ownership of securities by bookkeeping entry without physical issuance of securities certificates. Clearing agencies are generally required to register with the SEC and comply with applicable regulation. Because DeCryptoFi, or anyone operating our software will be involved in recording transfers in the stock, they could be viewed as engaging in these types of activities. 21 We have taken the position that DeCryptoFi, and anyone operating its software are not clearing agencies under the Exchange Act because the types of activities they engage in are not those described in the definition of a clearing agency. To the extent that transfers are recorded by our software, the software is not a "person" that would be required to register. It is possible that the SEC or another regulator would disagree with our position. If so, we, or anyone running our software could be forced to register as a clearing agency and comply with applicable law, which could lead to significant costs to DeCryptoFi and could force DeCryptoFi to change or cease its operations. It could also lead to considerable uncertainty as to how we would comply with regulation, which would likely result in a need for a relatively long registration process and could ultimately prove prohibitive to our business model. Any of these developments would decrease the value of the stock sold in this offering. Registration as an Exchange or ATS Entities that are engaged as "exchanges" or "ATSs" with respect to securities are subject to federal registration and significant regulatory oversight by the SEC and FINRA. Exchanges and ATSs are generally networks that constitute, maintain, or provide a marketplace or facilities for bringing together the orders of multiple purchasers and multiple sellers of securities. A system "brings together" orders if it displays trading interests entered on the system to users (e.g., through consolidated quote screens) or receives orders for processing and execution. This does not include systems that have only one seller for each security (e.g., the issuer), even if there are multiple buyers. We have taken the position that DeCryptoFi and its software should not be viewed as an exchange or an ATS because it does not constitute, maintain, or provide a marketplace or facilities for bringing together the orders of multiple purchasers and multiple sellers of the stock. Registration as a Broker-Dealer Under the Exchange Act, a "broker" is a person engaged in the business of effecting transactions in securities for the account of others. The staff of the SEC has indicated that receiving commissions or other transaction-related compensation is one of the determinative factors in deciding whether a person is "engaged in the business" of being a "broker," in part because this "salesman's stake" in a securities transaction incentivizes the recipient to encourage transactions that may or may not be appropriate for the parties involved. Because DeCryptoFi's software operators receive stock for maintaining software operations (which may involve recording transactions in the Stock), they could be viewed as brokers. We take the position that DeCryptoFi or any operator of its software is not a broker-dealers, because they do not receive a commission or compensation to encourage transactions. All compensation is paid for software operations and is pre-determined with no regard to the number of total transactions occurring during the pre-determined timeframe. It is possible that the SEC or another regulator would disagree with our position. If so, DeCryptoFi or its software operators could be forced to 22 register as broker-dealers and comply with applicable law. This would disrupt our business significantly, perhaps making it prohibitive to operate, and would likely lead to a decrease or complete loss in the value of the Stock. Reporting Company Considerations Under Regulation A, we will have limited ongoing reporting obligations to investors relative to the obligations of companies that are "reporting companies" for purposes of the Exchange Act. The exemption that allows this lighter reporting, however, is in part dependent on the use of a transfer agent with respect to a company's securities. We do not intend to engage a transfer agent with respect to our securities, in part because the types of activities a transfer agent would normally engage in are performed automatically by our software. As a result, as a practical matter, we also do not think we would be able to comply with the transfer agent requirement, and we do not think it applies to or would provide additional investor protections for this offering. It is possible that a regulator would disagree with this position and, as a result, require us to file the full set of reports required of a reporting company. If so, we would need to spend considerable additional time and effort to provide the required reports. This could have a material adverse effect on our operations, which in turn could affect the value of our Company stock. Regulation M Regulation M under the Exchange Act generally prohibits issuers from buying and selling their securities at the same time, in order to prevent potential price manipulation that could result from those activities. In certain circumstances, we may be selling stock at a future date while concurrently retiring stock. We are currently set to retire 2% of the stock every 4 years. The company will not be purchasing the 2% stock being retired every 4 years after our initial offering but will be charging a flat fee per transaction not to exceed 20 shares of stock (with a value of $2.00 at offering) per transfer between a stock seller and stock buyer for recording the transaction. This fee/stock will be retired immediately and automatically at the time of the transaction. DeCryptoFi may be viewed as receiving stock at the same time as selling it under Regulation A. However, we believe retiring a percentage of stock at a pre-determined rate does not constitute buying and selling the security for price manipulation. As a result, we do not believe these activities are in violation of Regulation M. It is possible that a regulator would disagree with this position. If so, we may be required to significantly restructure the transactions, which could lead to significant costs to the Company and could force it to change or cease the operations. This would result in a loss or decrease in value of the Stock. Foreign Considerations We may also subject to a variety of foreign laws and regulations that involve matters central to our business. These could include, for example, regulations related to user privacy such as the General Data Protection Regulation, potential broker-dealer or exchange activities, data protection, and intellectual property, among others. In certain cases, foreign laws may be more restrictive than those in the U.S. Although we believe we are operating in compliance with the laws of jurisdictions in which DeCryptoFi exists, foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, 23 particularly in the new and rapidly evolving industry in which we operate. As a result, we are involved in face an uncertain regulatory landscape in many foreign jurisdictions, including but not limited to the European Union. Other foreign jurisdictions may also adopt laws, regulations or directives that affect the similar types of securities offerings. We have adopted policies and procedures designed to comply with the laws that apply to us as we understand them. However, the growth of our business and its expansion outside of the U.S. may increase the potential of violating foreign laws or our own internal policies and procedures. The risk of our Company being found in violation of applicable laws and regulations is further increased by the fact that many of them are open to a variety of interpretations given the absence of formal interpretation by regulatory authorities or the courts. Any action brought against us by a foreign regulator or in a private action based on foreign law could cause us to incur significant legal expenses and divert our management's attention from the operation of the business. If our operations are found to be in violation of any laws and regulations, we may be subject to penalties associated with the violation, including civil and criminal penalties, damages and fines; we could be required to refund payments received by us; and we could be required to curtail or cease operations. Any of these consequences could seriously harm our business and financial results. In addition, existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase operating costs, require significant management time and attention, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices. Any applicable foreign laws, regulations or directives may also conflict with those of the United States. The effect of any future regulatory change is impossible to predict, but any change could be substantial and materially adverse to the adoption and value of the securities and our operations. CHANNELS FOR DISCLOSURE OF INFORMATION AND PLAN OF DISTRIBUTION Upon the Commission's qualification, this offering circular shall be an initial offering for 25,000,000 shares of our common stock. We will have the option to sell up to 50,000,000 Additional Shares which are currently authorized but unissued, should all of the Offering Shares be sold in the offering. There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. The offering price of the Offering Shares was determined by the Company. This determination was done without reference to our book value or asset values or by the application of any customary, established models for valuing companies or securities. Accordingly, the offering price may not be indicative of any amounts you might receive should you seek to sell your shares or should there be a liquidation of our company. In addition, such prices are not necessarily indicative of any prices at which our securities may trade, or any value that might be ascribed to our 24 Company after the completion of the offering. Any purchase of our Offering Shares by an officer or director of the Company shall be conducted in compliance with the applicable provisions of Regulation M. We may decide to close the offering early or cancel it, in our sole discretion. If we extend the offering, we will provide that information in an amendment to this offering circular. If we close the offering early or cancel it, we may do so without notice to you, although if we cancel the offering all funds that may have been provided by any investors will be promptly returned without interest or deduction. Investors, the media and others should note that, following the completion of this offering, we intend to announce material information to the public regarding DeCryptoFi through filings with the SEC, DeCryptoFi's corporate blog at DeCryptoFi.com/blog, DeCryptoFi's mailing list which is available for sign-up at DeCryptoFi.com press releases, public conference calls and webcasts. We also intend to announce information regarding DeCryptoFi and its business, operating results, financial condition and other matters through our Twitter account, which can be accessed at https://twitter.com/DeCryptoFi. Investors should monitor our website and the above social media accounts in addition to following its press releases, SEC filings, public conference calls, and webcasts. The social media channels that DeCryptoFi intends to use as a means of disclosing the information described above may be updated from time to time. This offering circular will be furnished to prospective investors via electronic PDF format before or at the time of all written offers and will be available for viewing and download on the DeCryptoFi website, as well as on the SEC's website at www.sec.gov. PROCEDURES FOR SUBSCRIBING Shares pursuant to this offering circular will be offered only through DeCryptoFi's website at https://www.DeCryptoFi.com and, if the Company chooses so, through management-approved third party platform partners, which partners will be registered investment advisers or broker-dealers and may, by virtue of their registration status, be deemed to be underwriters. As of the date of this offering circular, we do not have, nor do we intend, to develop relationships with any third-party platform partners. We are offering our stock for cash through our website www.DeCryptoFi.com where potential investors in the offering will be able to review an electronic version of this offering circular and execute a subscription agreementas of the commencement of this offering. In order to subscribe to purchase DeCryptoFi stock, a prospective investor will be required to electronically complete, sign, and deliver an executed subscription agreement. Once submitted, an investor's subscription is irrevocable, except for limited exceptions, such as if the investor's subscription is only partially accepted, in which case within 20 days of the investor having been provided notice of this fact. There is no minimum number of shares of stock that we must sell in order to conduct a closing in this offering. Payment for stock sold through 25 the cash offering will be accepted on a rolling basis during the term of the cash offering. We may decide to cancel the offering entirely, in our sole discretion. If we cancel the Offering, we may do so without notice to you, although if we cancel the Offering, all funds that may have been provided by any investors will be promptly returned without interest or deduction. STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS Our shares of Common stock are being offered and sold only to "qualified purchasers" (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this Offering is exempt from state law "Blue Sky" review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Class A shares offered hereby are offered and sold only to "qualified purchasers" or at a time when our Class A shares are listed on a national securities exchange. "Qualified purchasers" include: (i) "accredited investors" under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Class A shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor's subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a "qualified purchaser" for purposes of Regulation A. To determine whether a potential investor is an "accredited investor" for purposes of satisfying one of the tests in the "qualified purchaser" definition, the investor must be a natural person who has: 1. The individual must have a net worth greater than $1 million, either individually or jointly with the individual's spouse. Except for the special provisions described below, individuals should include all their assets and all of their liabilities in calculating net worth, excluding the value of their primary residence; or 2. persons who had an income of at least $200,000 in each of the two most recent years (or $300,000 together with their spouse) and have a reasonable expectation of reaching the same income level in the current year. If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a "qualified purchaser," annual income and net worth should be calculated as provided in the "accredited investor" definition under Rule 501 of Regulation D. Net worth in all cases should be calculated excluding the value of an investor's home, home furnishings and automobiles. DILUTION Dilution refers to the reduction in value, control, or earnings of the shares the investor owns. IMMEDIATE DILUTION 26 An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs. The Company acknowledges that the dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Securities (including the Underlying Shares) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim that the Company may have against any Purchaser. The following table summarizes the differences between the total consideration and the weighted-average price per share paid by, on the one hand, officers, directors, promoters and affiliates of DeCryptoFi who have acquired shares prior to the date of this offering circular and, on the other hand, investors participating in this offering, before deducting estimated offering expenses, assuming that the maximum number of shares are sold at the $0.10 per share price. The table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders, giving effect to full conversion of all outstanding stock options. The schedule presents shares and pricing as issued and reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the company's insiders: SHARES PURCHASED TOTAL CONSIDERATION TOTAL WEIGHTED AVG PRICE PER SHARE Existing shareholders before this offering2 300,000,000 $0 .000000 Public Sale 25,000,000 $2,500,000 0.1000 Stock Compensation Plan 125,000,000 $12,500,000 0.1000 Total Investors Participating in this Offering 150,000,000 $15,000,000 0.10003 FUTURE DILUTION 27 Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor's stake in a company could be diluted due to the company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the company's employees or marketing partners. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock. If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most development stage companies do not pay dividends for some time). The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a "down round," meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only): In June 2014, Jane invests $20,000 for shares that represent 2% of a company valued at $1 million. In December, the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company, but her stake is worth $200,000. In June 2015, the company has run into serious problems, and in order to stay afloat, it raises $1 million at a valuation of only $2 million (the "down round"). Jane now owns only 0.89% of the company, and her stake is worth only $26,660. If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it's important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share. In some cases, dilution can also completely wipe out the value of investments made by early investors, without any person being at fault. Investors should understand how dilution works and the availability of anti-dilution protection. DeCryptoFi is committed to zero new share issuance outside of the 28 500,000,000 shares in existence today. CONCURRENT OR SUBSEQUENT REGULATION S (REG S) OFFERING Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for offerings made outside the U.S. by both U.S. and foreign issuers. A securities offering, whether private or public, made by an issuer outside of the United States in reliance on Regulation S need not be registered under the Securities Act. The Regulation S safe harbors are non-exclusive, meaning that an issuer that attempts to comply with Regulation S also may claim the availability of another applicable exemption from registration. Further, a contemporaneous registered offering or exempt private placement in the U.S. will not be integrated with an offshore offering that otherwise complies with Regulation S. In fact, Regulation S contemplates that a private placement in the United States may be made simultaneously with an offshore public offering in reliance on the issuer safe harbor. Thus, offshore offerings and sales of securities made in reliance on Regulation S do not preclude the resale of those same securities made in reliance on Rule 144A or Regulation D, even if the resale occurs during the distribution compliance period. The stock in a potential concurrent or subsequent Regulation S offering will be restricted securities and will be sold for delayed delivery and subject to a transfer restriction for one year after sale. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Impact of COVID-19 You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this offering circular. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of this offering circular for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the U.S and other countries. As a result, Company franchisees have temporarily closed some retail locations, reduced or modified store operating hours, adopted a "to-go" only operating model, or implemented a combination of these actions. These actions have reduced consumer traffic, resulting in a negative impact to Company revenues. While the disruption to our business from the COVID-19 29 pandemic is currently expected to be temporary, there is a great deal of uncertainty around the severity and duration of the disruption, and also the longer-term effects on our business and economic growth and consumer demand in the U.S. and worldwide. The effects of COVID-19 may continue to materially adversely affect our business, results of operations and liquidity, particularly if these effects continue in place for a significant amount of time. As additional information becomes available regarding the potential impact and the duration of the negative financial effects of the current pandemic, the Company may determine that an impairment adjustment to the recorded value of trademarks, goodwill and other intangible assets may be necessary. Effects of COVID-19 on Liquidity and Operations While the Company expects COVID-19 to negatively impact its business, results of operations and financial position, the full financial impact cannot be reasonably estimated at this time. The Company currently believes that its working capital combined with our disciplined management of the Company' operating expenses, will be sufficient to meet our current liquidity needs. However, COVID-19 pandemic events will continue to evolve over time and the negative effects on the operations of our franchisees could prove to be worse than we currently estimate. Business overview Decentralized Crypto Financial Inc. uses patented proprietary software to assist small and medium sized companies in determining the best approach to raising capital. We are aggressively growing our business through a combination of organic growth, licensing and distribution arrangements, acquisitions, and strategic relationships. Trends and Key Factors Affecting Our Performance Investment in Long-Term Growth. The core elements of the Company's growth strategy include acquiring new customers, broadening distribution capabilities, enhancing data and software functionality, and expanding product offerings. The Company plans to continue to invest significant resources to accomplish these goals, and the Company anticipates that its operating expenses will continue to increase for the foreseeable future, particularly sales and marketing and technology expenses. These investments are intended to contribute to long-term growth, but they may affect near-term profitability. Originations. The Company's future growth will continue to depend, in part, on attracting additional investors as well as additional companies wanting to utilize our software. The Company plans to increase its sales and marketing spending and seek to attract these investors and companies. We expect to rely on strategic partners, affinity networks, social media, and 30 conference and speaking events for investor growth. The Company expects there to be a consistent need of undercapitalized companies seeking capital raising alternatives. The extent to which the Company can satisfy this ongoing demand will be an important factor in its continued revenue growth. Use of GAAP Financial Measures DeCryptoFi's management's discussion and analysis of DeCryptoFi's financial condition and results of operations is based on its financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP. The preparation of these financial statements requires DeCryptoFi to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. DeCryptoFi's estimates are based on its comparable and on various other factors that DeCryptoFi believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Due to the fact that DeCryptoFi was not formed until August 2020 DeCryptoFi believes that the accounting policies discussed may be of little use to understanding DeCryptoFi historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. When we prepare our consolidated financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses during each reporting period. Our estimates may include those related to revenue recognition, accounts receivable allowances, intangible assets, share-based compensation expense, income taxes and programming costs. Actual results included in this offering circular, and in future financial results, could differ from the original estimates. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that DeCryptoFi determines are within the scope of ASC 606, the following five steps are performed: a. Identify the contract(s) with a customer. b. Identify the performance obligations in the contract. c. Determine the transaction price. d. Allocate the transaction price to the performance obligations in the contract; and e. Recognize revenue when (or as) DeCryptoFi satisfies a performance obligation 31 DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES As of October 2020, the Company has one executive officer, CEO Nick Scherling. Mr. Scherling is not represented by a labor union or covered under a collective bargaining agreement. NAME POSITION AGE TERM OF OFFICE Nicholas Scherling CEO 37 August 2020 Mr. Scherling has more than 20 years of technology expertise at senior levels serving in the Intelligence Community, DoD, and industry. Mr. Scherling served in leadership and technical roles in TENICA and Associates, Booz Allen Hamilton, General Dynamics, Electronic Warfare Associates, Northwest Airlines, and the Air National Guard. Although DeCryptoFi is a newly organized C-Corp, Mr. Scherling has been developing the systemic and automated technology for a substantial period of time prior to officially having his company qualified by the Commission. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS. Summary compensation table The following table summarizes the compensation of the highest paid person, the CEO, during the year ended December 31, 2019. Name Capacity in which compensation was received Cash Compensation ($) Other Compensation ($) Total Compensation ($) Nicholas Scherling Chief Executive Officer $0.00 $0.00 $0.00 Authorized Shares. A total of 50,000,000 shares of our corporate common stock are reserved for issuance as the Company sees fit. Upon qualification, if the Company determines that issuing these shares will neither its shareholders nor increase the value of the Company, then the Company may determine that such shares shall be available for future grant or sale. As the Company continues grow and better understand its strengths and weaknesses, the Company may decide to adopt a formalized incentive plan, which will then outline the specifications that must be met. Currently, there is no such plan in place, nor is there any intention to memorialize any such plan. Stock Options. Upon qualification, the Company may determine, at a later date, that it wishes to compensate its employees in the form of stock options. While no such plan is currently in place, if the Company does decide to implement a stock option plan, certain guidelines must be followed: The term of an incentives stock option may not exceed 10 years; the stock option strike price shall be equal to its fair market value of the Company's stock on the day the option is granted except that with respect to incentive stock options granted to any participant who owns 32 more than 10% of the voting power of outstanding stock, the exercise price must generally equal at least 110% of the fair market value on the grant date and the term must not exceed five years. The Company will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the Company, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. Unless otherwise provided for by the Company, if termination is due to death or disability, the option will remain exercisable for 12 months and in all other cases, the option will generally remain exercisable for three months following the termination of service. These are simply guidelines and the Company may amend some or all of these guidelines if the company introduces an incentivized stock option plan. Code of Ethics. Effective upon consummation of this offering, we will adopt a code of ethics that applies to all of our respective executive officers, directors, and employees. The code of ethics will codify the business and ethical principles that govern all aspects of our business. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS The following table sets forth information regarding the beneficial ownership of our shares of our common stock as of the date of this offering circular. Since DeCryptoFi will only be offering only one class of stock, and since our insider is subject to a predetermined lock-up period, there is no need to adjust to reflect the sale of all of the Shares offered by this preliminary offering circular (assuming none of the individuals listed purchase shares in this offering), by: 1. each person known by us to be the beneficial owner of more than 5% of our outstanding shares. 2. each of our executive officers and directors; and 3. all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. Additionally, except as otherwise indicated, beneficial ownership reflected in the table has been determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. Shares Beneficially Owned Prior to Offering Shares Beneficially Owned After Offering Name and address of % of Total Voting % of Total Voting Beneficial Owner5___ Shares % Prior to Offering Shares % After Offering Nicholas Scherling 300M 100% 100% 300M 60% 66.67% 33 SHARES ELIGIBLE FOR FUTURE SALE Rule 144 A person who has beneficially owned restricted shares of common stock, for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of the subject company at the time of, or at any time during the three months preceding, a sale and (ii) the subject company is subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted shares of common stock for at least six months but who are an affiliate of the subject company at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions under which such person would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following: a. 1% of the number of shares of our common stock then outstanding, and b. if our common stock is listed on a national securities exchange, the average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about the subject company. DECENTRALIZED CRYPTO FINANCIAL INC. Consolidated Financial Statements 2020 FINANCIAL INFORMATION SECTION Decentralized Crypto Financial Inc. INDEX TO FINANCIAL STATEMENTS For the Fiscal Year Ending August 31, 2020 Independent Auditors Report Consolidated Balance Sheets as of August 31, 2020 Consolidated Statements of Operations for the Fiscal Year Ending August 31, 2020 Consolidated Statements of Changes in Stockholders' Equity/Members' Deficiency for the Year Ending August 31, 2020 F-5 Consolidated Statements of Cash Flows for the Year Ending August 31, 2020 Notes to Consolidated Financial Statements 34 INDEPENDENT AUDITOR'S REPORT INDEPENDENT AUDITORS' REPORT Board of Directors Decentralized Crypto Financial Inc. Chantilly, Virginia We have audited the accompanying consolidated financial statements of Decentralized Crypto Financial Inc., which comprise the consolidated balance sheets as of August 31, 2020 and the related consolidated statements of income, changes in equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. AUDITORS' RESPONSIBILITY Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Decentralized Crypto Financial Inc. as of August 31, 2020, and the results 35 of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. - Chesapeake Financial Corp DECENTRALIZED CRYPTO FINIANCIAL INC. BALANCE SHEETS 2020 ASSETS Current assets: Cash and cash equivalents $ 0 Accounts receivable 0 Prepaid expenses 0 Total current assets 0 Property and equipment, net 0 Other assets: Goodwill, net 0 Investments in equity securities 0 Deposits 0 Total assets $ 0 LIABILITIES AND MEMBER'S EQUITY Current liabilities: Line of credit $ 0 Accounts payable and accrued expenses 0 Accrued payroll and related liabilities 0 Notes payable, current portion 0 Deferred rent and other current liabilities 0 Deferred compensation liability 0 Total current liabilities 0 Notes payable, less current portion 0 Total liabilities 0 Member's equity 0 Total liabilities and member's equity $ 0 DECENTRALIZED CRYPTO FINIANCIAL INC. STATEMENTS OF OPERATIONS 36 2020 Revenue $ 0 Revenue 0 Total revenue 0 Direct cost of revenue 0 Gross profit 0 Indirect costs of revenue Costs 0 not allocable 0 Operating income 0 Other income (expense) Other expense 0 Interest expense 0 Other income 0 Total other income 0 Net income $ 0 DECENTRALIZED CRYPTO FINIANCIAL INC. STATEMENTS OF STOCKHOLDERS' EQUITY __Member's Equity__ Balance, August 31, 2020 $ 0 Member distribution 0 Net income Balance, August 31, 2020 0 Member contributions 0 Net income 0 Balance, August $ 0 DECENTRALIZED CRYPTO FINIANCIAL INC. STATEMENTS OF CASH FLOWS 2020 Cash flows from operating activities: Net income $ 0 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 0 Amortization of goodwill 0 Loss on disposal of assets Gain on investments 0 37 Deferred rent and other current liabilities 0 Change in: Accounts receivable 0 Prepaid expenses 0 Deposits Accounts payable and accrued expenses 0 Accrued payroll and related liabilities 0 Deferred compensation liability 0 Net cash provided by (used in) operating activities 0 Cash flows from investing activities: Purchase of life insurance policies 0 Proceeds from sale of property and equipment Purchase of property and equipment 0 Net cash used in investing activities 0 Cash flows from financing activities: Net borrowings on (repayments on) line of credit 0 Repayments on notes payable 0 Contributions from member 0 Distributions to member Net cash provided by (used in) financing activities 0 Net change in cash and cash equivalents 0 Cash and cash equivalents, beginning of year 0 Cash and cash equivalents, end of year $ 0 Supplemental disclosure of cash flow information: Cash paid for interest $ 0 DECENTRALIZED CRYPTO FINIANCIAL INC. NOTES TO FINANCIAL STATEMENT Notes to Consolidated Financial Statements The accompanying notes are an integral part of this consolidated financial statement. ORGANIZATION AND NATURE OF BUSINESS We are an early-stage financial technology company that has created a proprietary and patented software that will allow small and mid-sized companies to fully understand the complexities surrounding initial public offerings and private placement offerings. Our software is geared towards companies that seek alternatives to the issuance of bank loans in order to raise capital. Our company allows for the automation of various 38 Self-Regulatory Organizations (SRO) initial and ongoing regulatory reporting and filings, and assists companies that lack the relevant expertise and/or personnel to be fully compliant with investor disclosure obligations, privacy notifications, Anti-Money laundering regulations, etc. Our patented software also has the capability to track various asset classes and automate investor documentation, such as proxy statements, dividend payments, and GDPR notifications. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America applied on a basis consistent with that of the preceding years. Outlined below are those policies considered particularly significant. ESTIMATES The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and may have impact on future periods. INVESTMENTS In January 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income, while eliminating the available-for-sale classification for equity securities with readily determinable fair values and the cost method for equity investments without readily determinable fair values. INCOME TAXES The Company, with the consent of its stockholders, has elected C corporation status. PART III- EXHIBITS Index to Exhibits. Exhibit No. Description 1.1 Articles of Incorporation for Decentralized Crypto Financial Inc 1.2 Certificate of Conversion Company SIGNATURES Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chantilly, Virginia, on, October 14th, 2020. Decentralized Crypto Financial Inc. By /s/ Nicholas Scherling Nicholas Scherling Decentralized Crypto Financial Inc. Date:____________________ The following persons in the capacities and on the dates indicated have signed this Offering Statement. By /s/ Nicholas Scherling Nicholas Scherling Decentralized Crypto Financial Inc. Date:____________________ 3 This is a "best efforts" offering. There is no minimum number of shares that must be sold in this offering. 2 Shares that were issued to any insider were sold prior to the development of DeCryptoFi's proprietary software, thereby materially altering the value of the Company. 3 Assumes the maximum 25,000,000 shares are sold in the initial public offering at a price of $0.10 per share, and the sale of 125,000,000 shares through the Stock Compensation Plan for non-cash consideration comparable to $0.10 per share 4Mr. Nicholas Scherling is currently the CEO and chairman of DeCryptoFi. As mentioned, DeCryptoFi was not officially organized until August 2020. As such, there has been zero compensation awarded to any 40 individuals as it relates to DeCryptoFi's business. 5 Unless otherwise indicated, the business address of the individual is 4795 Meadow Wood Lane #200 Chantilly, Virginia 20151 PART II AND III 9 partiiandiii.txt AMENDED OFFERING CIRCULAR Part II - INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these shares has been filed with the U.S. Securities and Exchange Commission (the Commission). Information contained in this preliminary offering circular is subject to completion or amendment. These shares may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or a solicitation of an offer to buy or sell any of these shares in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained. Should the Company decide to test the waters prior to this circular being qualified, all soliciting materials will be properly filed with the Commission before its intended use. Preliminary Offering Circular October 14th, 2020 Subject to Completion DECENTRALIZED CRYPTO FINANCIAL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 85-2718015 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 4795 Meadow Wood Lane, 200. Chantilly, Virginia 20151 703 3407454 www.Decryptofi.com Nicholas Scherling Chief Executive Officer Decentralized Crypto Financial Inc. (DeCryptoFi) 4795 Meadow Wood Lane, #200 Chantilly, Virginia 20151 (703) 3407454 Up to 150,000,000 shares of Common Stock This is an initial public offering of our common stock. The offering price is $0.10 per share. The offering consists of 150,000,000 shares of our common stock comprised of (a) up to 25,000,000 newly issued shares of our common stock (Shares) in our Initial Public Offering (IPO), and up to (b) 125,000,000 shares for non-cash consideration pursuant to our Work Compensation program. In the event all of the Offering Shares are sold, we may, in our discretion, sell up to 50,000,000 additional authorized, but currently unissued shares (Additional Shares and/or Reserve Shares) in the offering currently held in reserve. 300,000,000 shares are currently owned by the CEO of DeCryptoFi, Nicholas Scherling (Company insider and/or Holder"). In connection with the initial public offering of the Company's securities, the Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company held immediately prior to the effectiveness of the registration statement for such offering (other than those included in the registration), for such period of time (not to exceed 180 days or such longer period of time as may be required to comply with Rule 2711 of the Financial Industry Regulatory Authority, Inc. (or any successor rule thereto)) two days following the effective date of such registration statement (lock-up period). Further, following the lock-up period, the Holder will be limited to selling 12.5% of his holdings per year. This not only protects against overdiluting the market share value, but also preserves the integrity of the Company. There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. The offering will commence within six weeks after this offering circular has been qualified by the Commission. The offering will exist until the date on which the offering of any additional stock would cause the aggregate offering price or aggregate gross sales in this offering, as those terms are defined under Rule 251(a) of the Securities Act, to exceed $50,000,000.00. The Commission does not pass upon the merits of or give its approval to any shares offered hereby or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular. The Offering Shares are being offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the Offering Shares offered are exempt from registration. Price to Public Underwriter Proceeds Proceeds Discounts to Issuer to other Persons Per Share $0.10 $0.0 $0.10 $0.0 Total Min N/A N/A N/A N/A Total Max. $0.10 N/A $15M N/A Investing in an IPO is speculative and involves substantial risks. You should purchase stock only if you can afford a complete loss of your investment. See "Risk Factors" to read about the more significant risks you should consider before buying our stock. Please see subsection "Risk Factors," beginning on page 9 of this offering circular. This is a Regulation A+ Tier 2 offering. The Company may decide, either concurrently with this offering (potentially commencing prior to its qualification) or on a date subsequent to the qualification of this offering, to sell between 0 and 25 million shares of stock to non-U.S. persons in a private placement exempt from the registration requirements of the Securities Act under Regulation S promulgated thereunder ("Regulation S"). The stock in any potential concurrent or subsequent Regulation S offering will be considered a restricted security and will be sold for delayed delivery and subject to a transfer restriction for ranging from 40 days to one year. THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION. GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN TEN PERCENT (10%) OF THE GREATER OF YOUR ANNUAL INCOME OR YOUR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NONNATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A+. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. Initially, DeCryptoFi stock will not trade on a stock exchange, securities exchange, or other trading market. This means that it may be difficult to sell your shares of stock. IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR Please carefully read the information in this offering circular and any accompanying offering circular supplements, which we refer to collectively as the "preliminary offering circular." You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information. This offering circular may only be used where it is legal to sell these securities. You should not assume that the information contained in this offering circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference. This preliminary offering circular is part of an offering statement that we filed with the SEC, using a continuous offering process, and is still pending approval. Periodically, as we make material developments, we will provide an offering circular supplement that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any subsequent statement made by us in a subsequent offering circular supplement. We are following the "Offering Circular" disclosure format under Regulation A. The date of this preliminary offering circular is October 14th, 2020 TABLE OF CONTENTS SUMMARY5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 RISK FACTORS9 TERMS OF THIS OFFERING15 USE OF PROCEEDS17 DESCRIPTION OF BUSINESS18 DESCRIPTION OF COMMON STOCK19 REGULATORY CONSIDERATIONS20 CHANNELS FOR DISCLOSURE OF INFORMATION AND PLAN OF DISTRIBUTION24 DILUTION26 CONCURRENT OR SUBSEQUENT REGULATION S (REG S) OFFERING28 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS29 DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES31 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS32 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 33 SHARES ELIGIBLE FOR FUTURE SALE34 FINANCIAL INFORMATION SECTIONF-1 EXHIBITS Offering Circular _____________________________ We have not authorized anyone to provide any information or to make any representations other than those contained in this offering circular or in any free writing prospectuses we have prepared. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this preliminary offering circularis current only as of its date. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information. The information in this offering circular assumes that all the shares offered are sold and we have not taken advantage of our option to sell any Additional Shares as described herein. SUMMARY This offering summary highlights certain information appearing elsewhere in this offering circular. Because it is a summary, it may not contain all the information that is important to you. To understand this offering fully, you should read the entire offering circular carefully, including the "Risk Factors" section, before making a decision to invest in our stock. Unless the context requires otherwise, in this offering the terms "we," "us" and "our" refer to DeCryptoFi, the issuer of the common shares of stock. For a more complete understanding of this offering, you should read the entire offering circular carefully, including the risk factors and the financial statements. Who we Are. We are an early-stage financial technology company. Our company, DeCryptoFi, has identified a glaring and persistent issue that many privately held businesses face; the ability for small and medium sized companies to raise additional capital. When businesses need capital, typically they must go through the arduous process of seeking a loan from a bank or lending company. It is extremely difficult for small and medium sized companies to access public markets where they may receive the same or better terms in return for capital. When a small business is approved for a loan by a bank (or other lending provider), these institutions will often require from the business a form of hard asset collateral, and most require a personal guarantee from its owner, regardless of the company's financial stability. W2 employees, working for a successful business, would never personally guarantee a business loan just to keep their job, so why should legitimate business owners? If businesses are turned away from financial institutions, there seems to be few alternatives except for these businesses to seek additional capital from Merchant Cash Advance firms, or some form of lending company that charges usurious interest rates. These types of lending institutions tend to benefit from the borrower's company failing rather than succeeding, which then puts people out of jobs and facing massive debts that need to be repaid. As a result, many business owners are unable to secure the capital they need to scale their business and those that are able to get a good loan at a low rate may still be unwilling to do so due to personal guarantee requirements. No employee or business owner wants to personally secure business loans with their personal finances regardless of how well their business is performing. Our Solution. The reality is that there are numerous additional ways that companies can raise capital, but they simply lack the knowledge, expertise, or personnel to facilitate alternative capital-raising offerings. DeCryptoFi has created a technology-driven software that will allow small and mid-sized companies to understand and be fully compliant with the public and private offering processes. Our main goal can be summed up in one word... simplification. Our goal is to tap into this market and assist small and medium size companies that want to pursue a public offering or an alternative acceptable private offering and remain fully compliant with SEC regulations. We strive to make the overlooked alternative methods of raising capital easy to achieve, easy to comprehend, and for many aspects of the process, completely automated. The SEC has long struggled with how to assist small and medium size businesses get access to the public market; we are here to help! By answering a series of questions specific to their company, including, but not limited to, how much capital the company seeks to raise, who the company's target investors will be: current and past revenue, profitability, growth rate, organizational structure, and so forth, Businesses will be able to streamline the structuring of a potential business capitalization and the regulatory safeguards associated with these capital raising options. DeCryptoFi's software will provide a list of currently available offerings to our customers, as well as a list of offerings that are just within their grasp. Once the business owner fully comprehends the types of offerings available to them and decides which to pursue, DeCryptoFi's software will assist in automating all relevant SEC filings, state filings, investor notifications, disclosures, offering circulars, registration statements, offering memoranda, prospectuses, dividend payments, proxy statements, and much more. Strategy. We will pursue the following strategies: Continue to attract top talent. To grow our business, we recognize the need to attract experienced professionals in technology, legal, accounting, and so forth. While we already have a strong team of employees and advisors with the relevant expertise (discussed in greater detail below), we plan to supplement key roles as we ramp up our operations. Scale our business to become a national leader in our sector. We are focused on growing our national and international footprint and upon qualification, will be testing business development and marketing efforts in multiple channels. Increased awareness of our products and services will enable us to scale and attract a whole assortment of different types of businesses that previously did not fall under the SEC's purview but will now be a fully compliant reporting company or exempt reporting company, thereby increasing investor protection across broad range of market tiers. Corporate Information. We are a Delaware corporation (C-Corp) organized on August 20, 2020 Our principal place of business address is 4795 Meadow Wood Lane # 200, Chantilly, VA 20151, our telephone number is (703) 955-7770, and our website is www. DeCryptofi.com. DeCryptoFi.com will officially launch our website upon SEC approval in order to ensure that we do not disclose our intent to conduct a Stock Offering ahead of SEC qualification of our Reg A filing. Except for this offering circular and our other public filings with the SEC pursuant to the requirements of SEC regulation A, information found on, or accessible through our website is not a part of, and is not incorporated into this offering circular, and you should not consider it part of this offering circular. We consider these facilities adequate for our current operations. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The statements contained in this offering circular that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predicts," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this offering circular may include, for example, statements about our: olimited operating history and ability to maintain or increase profitability. oreliance on third parties for production and distribution. oresults of operations. oability to manage growth. oability to minimize our production and distribution costs by utilizing funding sources provided by others. oregulatory or operational risks. osuccess in retaining or recruiting, or changes required in, our officers, key employees or directors. ocapital structure. oability to obtain additional financing when and if needed; and oliquidity and trading of our securities. The forward-looking statements contained in this offering circular are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These statements involve risks, uncertainties, assumptions, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this offering circular, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. The subscription price of our common stock has been determined by the Company's management without regard to the Company's assets or earnings or the lack thereof, or book value and does not represent nor is it intended to imply that the Units being offered have a market value or could be resold at that price, even if a sale were permissible. The valuation was arbitrarily determined by the Company, and not by an independent third party applying a specified valuation criterion. Accordingly, this price may not be indicative of the market price of the DeCryptoFi Stock at such time as a secondary trading market does develop, if ever, or the proceeds that you would receive upon a commercial sale of the DeCryptoFi Stock; the offering price may be significantly more than either such price. Prior to this offering there has been no public market for any of our securities. The public offering price of our shares was determined on a number of factors. Factors considered in determining the prices and terms of the Shares (and the Additional Shares) offered hereby include: oThe history and prospects of companies similar to our company oPrior offerings of those companies oOur capital structure oOur software oAn assessment of our management oGeneral conditions of the securities markets at the time of the offering; and oOther factors as were deemed relevant However, although these factors were considered, the determination of the offering prices is more arbitrary than the pricing of securities for an established operating company. Following this offering, the price of our common stock may vary significantly due to general market or economic conditions as well as other factors. Furthermore, an active trading market for the securities may never develop or, if developed, may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. RISK FACTORS The SEC requires that we identify risks that are specific to our business and financial condition. We are still subject to all the same risks that all companies in our business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events, and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest. An investment in the securities offered by this offering circular involves a high degree of risk. You should carefully consider all the material risks described below, together with the other information contained in this offering circular, before making a decision to invest in DeCryptoFi. There can be no assurance that any purchaser will achieve his or her investment objective or avoid substantial losses by investing in DeCryptoFi. All investments entail a high degree of risk, and purchasers may lose some or all their investment. Risks associated with our business 1. We do not have a long operating history on which to evaluate our company. We face all the risks faced by newer companies in similar industries, including significant competition from existing and emerging capital raising platforms many of which may be significantly more established, larger, and better financed than our company. However, we believe that what we are offering is incredibly unique and the market we are entering should be far less saturated. 2.There is considerable uncertainty about the asset class's long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others. In addition, the success of the stock and other types of securities that may be issued will depend on whether new technologies turn out to be useful and economically viable. We do not control any of these factors, and therefore may not be able to control the long-term success of our company share value. 3.The offering price of our stock was not established on an independent basis. After we commence operations, the actual value of your investment may be substantially less than what you pay. The most recent pre-revenue valuation of our stock was conducted by the Company and it concluded our stock has a fair market value of $0.10 per share as of October 14th, 2020. 4.The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors. 5.This offering is being made pursuant to recently adopted rules and regulations under Regulation A of the Securities Act. The legal and compliance requirements of these rules and regulations, including ongoing reporting requirements related thereto, are relatively untested. 6.Our operating results are dependent, in part, on management's estimates of revenue to be earned in the future. We will regularly review and revise our revenue estimates. Periodic adjustments in amortization rates may significantly affect these results. 7.We are pre revenue. We anticipate that our revenue will begin in 2021. Until we are revenue stable our revenue may not be evenly distributed throughout the year but may be more evenly distributed in the future as we expand our business and diversify, Until such time, our quarter to quarter financial results may not be comparable within any single fiscal year or from fiscal year to fiscal year. 8.Our projections may fluctuate. As a result of the foregoing and other factors, our results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future period 9.We are smaller and less diversified than many of our competitors. Some of our larger competitors have more resources with which to compete for ideas, enhancements, and better functionality. 10.We must successfully respond to rapid technological changes and alternative forms of delivery or storage to remain competitive. The financial industry in general continues to undergo significant developments as advances in technologies and new methods of product delivery and storage, or certain changes in consumer behavior driven by these developments, emerge. Consumers are spending an increasing amount of time online and on mobile devices, and are increasingly viewing financial date in real time, on their televisions and on handheld or portable devices. we must adapt our businesses to changing consumer behavior and preferences and exploit new distribution channels. Our strategy is to seek to take advantage of these changes and thereby to create new revenue streams and other opportunities for our content. If we cannot successfully utilize these and other emerging technologies, it could have a material adverse effect on our business, financial condition, operating results, liquidity, and prospects. 11.We must constantly be aware of any intellectual property issues. Protecting and defending against intellectual property claims may have a material adverse effect on our business. Our ability to compete depends, in part, upon successful protection of our intellectual property relating to our software. We will attempt to protect proprietary and intellectual property rights to our software through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories. 12.We plan to conduct business abroad and internationally. We face risks from doing business internationally. We intend to distribute our content outside the U.S. and derive revenue in foreign jurisdictions. As a result, our business is subject to certain risks inherent in international business, many of which are beyond our control. These risks include: a.Laws and policies affecting trade, investment, and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws. b.The Foreign Corrupt Practices Act ("FCPA") and similar laws regulating interactions and dealings with foreign government officials. c.Changes in local regulatory requirements, including restrictions on video content. d.Differing cultural tastes and attitudes. e.Differing degrees of protection for intellectual property f.Financial instability and increased market concentration of buyers in foreign markets. g.The instability of foreign economies and governments. h.Fluctuating foreign exchange rates. i.The spread of communicable diseases in such jurisdictions, which may impact business in such jurisdictions; and j.War and acts of terrorism. Events or developments related to these and other risks associated with international trade could adversely affect our revenue from non-U.S. sources, which could have a material adverse effect on our business, financial condition, operating results, liquidity, and prospects. Risks Specific to this Offering a.DeCryptoFi's securities are just being introduced to the market. Our stock has no history and thus face significant uncertainties around its valuation. This valuation may be highly dependent on the demand for our software, which is unproven and uncertain, and the reliability of the underlying technology which is untested. b.The securities being offered are volatile in nature. There is no guarantee that our securities will hold their value or increase in value, and you may lose the amount of your investment in the DeCryptoFi stock in whole or in part. The shares in the initial stock offering are highly speculative, and any return on an investment is contingent upon numerous circumstances, many of which (including legal and regulatory conditions) are beyond our control. There is no assurance that purchasers will realize any return on their investments or that their entire investment will not be lost. For this reason, each purchaser should carefully read this offering circular and should consult with his or her own attorney, financial and tax advisors prior to making any investment decision with respect to DeCryptoFi stock. c.There is much reliance on the Firm's CEO, Nicholas Scherling, regarding the ultimate success of the company. Our chairman and chief executive officer will effectively control our company. DeCryptoFi will only be offering one class of common stock. Our chairman and chief executive officer, Nicholas Scherling, has control over the vast majority of all the outstanding voting power and, in turn, our company. This concentration of ownership and decision making may make it more difficult for other stockholders to effect substantial changes in our company and may also have the effect of delaying, preventing or expediting, as the case may be, a change in control of our company. d.Dividend payments will not be made during the inception of the Company's offering. We do not intend to pay any dividends on our common stock at this time. The payment of cash dividends on our common stock in the future will be dependent upon our revenue and earnings, if any, capital requirements and general financial condition as well as the limitations on dividends and distributions that exist under the laws and regulations of the State of Delaware and will be within the discretion of the Company. It is the present intention of the Company to retain all earnings, if any, for use in our business operations and, accordingly, the Company does not anticipate declaring any dividends on our common stock in the foreseeable future. As a result, any gain you will realize on our common stock will result solely from the appreciation of such shares. e.If our securities become subject to the SEC's penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. If at any time we have net tangible assets of $5,000,000 or less and our common stock has a market price per share of less than $5.00, transactions in our securities may be subject to the "penny stock" rules promulgated under the Securities Exchange Act of 1934. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must: 1.make a special written suitability determination for the purchaser. 2.receive the purchaser's written agreement to the transaction prior to sale. 3.provide the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks" and which describe the market for these "penny stocks" as well as a purchaser's legal remedies; and 4.obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has received the required risk disclosure document before a transaction in a "penny stock" can be completed. If our securities become subject to these rules, it may be difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell our securities. We have 50,000,000 shares in reserve for future issuance which could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If and when we issue additional securities to raise funds or consummate any acquisition or business combination, you may experience dilution to your holdings. The determination for the offering price of our shares is more arbitrary compared with the pricing of securities for an established operating company. - - -You will not be able to sell almost all of our stock immediately after purchase, and it may decline in value before you have a chance to sell it. In addition, at issuance, there will be no trading market for the Stock, and a trading market may never develop. -If the Stock is issued, there may not be a trading market available for the Stock, or any exchange on which holders of Stock may transfer or resell their Stock. As a result, the Stock may initially only be traded on very limited range of venues, including U.S. registered exchanges, or regulated alternative trading systems for which a Form ATS will have been properly submitted to the SEC. -Exchanges may decide not to list the DeCryptoFi Stock for several reasons not under our control, a perceived lack of market interest in the DeCryptoFi Stock, and any other factors. As a result, investors of DeCryptoFi Stock should be prepared to hold their Stock indefinitely, as there is no guarantee that holders will be able to sell or exchange their Stock. In the event that the Stock remains illiquid for a significant period of time or indefinitely, the value of the DeCryptoFi Stock may be materially adversely affected. -Most securities that are publicly traded in the U.S. have one or more broker-dealers acting as "market makers" for the security. A market maker is a firm that stands ready to buy and sell the security on a regular and continuous basis at publicly quoted prices. In the event the stock is listed on an exchange, we cannot guarantee that the stock will have a market maker, which could contribute to a lack of liquidity in the DeCryptoFi stock and could have a material adverse effect on holders' ability to trade the stock. -The actual value of your investment may be substantially less than what you pay. The determination for the offering price of our shares is more arbitrary compared with the pricing of securities for an established operating company. Prior to this offering there has been no public market for any of our securities. Factors considered in determining the prices and terms of the Shares (and the Additional Shares) offered hereby include: *the history of companies similar to our company; *prior offerings of those companies; * *our capital structure; *an assessment of our management; *general conditions of the securities markets at the time of the offering and other factors as were deemed relevant However, although these factors were considered, the determination of the offering prices is more arbitrary than the pricing of securities for an established operating company The value of your share value in DeCryptoFi may depend on its supply and may be affected by how much Stock Compensation is offered in a given year. *Our use of Form 1-A and our reliance on Regulation A for this offering may make it more difficult to raise capital as and when we need it, as compared to if we were conducting a traditional initial public offering on Form S-1. oBecause of the exemptions from various reporting requirements provided to us under Regulation A and because we are only permitted to raise up to $50,000,000 in any 12-month period under Regulation A (although we may raise capital in other ways, such as the concurrent Regulation S offering), this securities offering may be less attractive to purchasers and it may be difficult for us to raise additional capital as and when we need it. If we are unable to raise additional capital as and when we need it, the growth of our financial condition and results of operations may be adversely affected, which may have a material adverse effect on the value of our stock. *DeCryptoFi may evaluate and consider strategic transactions, combinations, acquisitions, or alliances to enhance its existing business or develop new products and services. These transactions could be material to its financial condition. If we do consummate a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of the transaction. *Any acquisition will involve risks commonly encountered in business relationships, including: odifficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products, and services of the acquired business. oinability of the acquired technologies, products, or businesses to achieve expected levels of revenue, profitability, productivity, or other benefits. odifficulties in retaining, training, motivating, and integrating key personnel. odiversion of management's time and resources from our normal daily operations. odifficulties in maintaining uniform standards, controls, procedures, and policies within the combined organizations. odifficulties in retaining relationships with customers, employees, and suppliers of the acquired business. orisks of entering markets in which we have no or limited direct prior experience. oregulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre- closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business. oassumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability. ofailure to successfully further develop the acquired technology; liability for activities of the acquired business before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities. opotential disruptions to our ongoing businesses; and ounexpected costs and unknown risks and liabilities associated with the acquisition. Risks Related to Regulations *There are uncertainties related to the regulatory regimes governing the issuance of new publicly traded securities, and as such, new regulations or policies may materially adversely affect the development and value our securities. *Any future regulatory actions applicable to our related activities could severely impact our operations and the value of DeCryptoFi. Accordingly, DeCryptoFi may need to restructure operations significantly to comply with any new regulation or guidance. These efforts could be costly and could involve fundamentally changing core portions of our business operations and in turn negatively affect the value of our securities. On the other hand, failure to restructure for compliance adequately or quickly enough could result in regulatory action (such as investigations by the government or a self-regulatory organization or government or private litigation or administrative actions) that requires DeCryptoFi to spend significant time and effort, which would pull the Company's attention away from the core of its business and potentially deplete our resources. It could also result in negative publicity. *New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may adversely impact securities, including with respect to their value, their liquidity, the ability of purchasers to access marketplaces or exchanges on which to trade the security, and the structure, rights and transferability of the security. Transfer Agent and Registrar The Company will act as registrar and maintain the Company's share register. As of the date of this offering circular, we have not engaged a transfer agent, and do not intend to engage a transfer agent until such time as we determine its necessary or we are required to do so in order to satisfy the conditional exemption contained in Rule 12g5-1(a)(7) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. TERMS OF THIS OFFERING Securities being offered by Company DeCryptoFi is authorized to issue 500,000,000 shares. We will be offering only one class of common stock. 25,000,000 shares will be offered through our initial public offering. The Company will also be offering up to 125,000,000 shares as stock for non-cash consideration in exchange for certain goods and services. Please see the section, Stock Compensation Plan for additional information. Reserved Funds The Company will keep 50,000,000 shares in reserve for future issuance and to enhance the growth of the Company and/or for reasons that the Company believes are in the best interests of its shareholders. The CEO of the Company owns 300,000,000 shares subject to a lock-up period of 180 days, which shall commence 2 days after the Commission approves this offering. Best Efforts Offering There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. If all the Offering Shares are sold in the offering, we will have the option to sell up to 50 million additional newly issued shares in the offering in our discretion ("Additional Shares"). Lock-up Agreement Insider(s) of the company have entered into an agreement with the Company pursuant to which he has agreed to not sell, transfer or otherwise dispose of any Company Securities for an initial period of 180 days which shall begin two days after the Commission's approval of this circular. Payment for Common stock After the qualification by the SEC of the offering statement of which this offering circular is a part, investors will create a profile on DeCryptoFi's online platform which has been engineered to seamlessly accept investment online, including verifying investor identities, performing anti-money laundering checks on investors, facilitating investment document execution, funds transfer and regulatory compliance. by credit card if and to the extent we can establish and maintain relationships with licensed currency exchange services providers and or payment processing entities to facilitate such transactions and provided, Subscriber acknowledges that he or she will incur additional processing fees, depending on Subscriber's payment method. The Company is equipped to accept payment from two payment processors, Braintree and Bitpay. Braintree's fee structure is 2.9% + $.30 per transaction. There is also a 1% fee applied when the Subscriber's credit card is issued outside the United States, and a $15.00 fee when someone initiates a chargeback through the Subscriber's credit card. For ACH payments, Braintree charges a .75% per transaction fee, capped at a maximum of $5.00. Bitpay charges a 1% fee for all transactions. Subscriber understands that he or she shall incur the cost(s) of these fees. Lastly, DeCryptoFi reserves the right to use other payment processors in the future or do direct exchanges for other assets or securities. further, we are able to do so in accordance with FINRA and SEC guidelines. On each closing date, the funds in the account will be released to us and the associated shares will be issued to the investors in this Offering. If any funds are returned by us if we choose to reject a subscription or elect not to proceed with the Offering, such funds will be returned by mail via a check in U.S. dollars or through the payment method received. Stock Compensation Plan We are offering up to 125,000,000 shares of stock through our Stock Compensation Plan. For non-cash consideration, the aggregate offering price or aggregate sales will be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Valuations of all non-cash consideration will be reasonable at the time made. Voting RightsEach holder of the Company's Common Stock is entitled to one vote for each share on all matters submitted to a vote of the shareholder, except as provided by law or by the other provisions of the Certificate of Incorporation. Lock-up agreements with our compan DividendsWe do not intend to pay any dividends currently. The payment of cash dividends on our common stock in the future will be dependent upon our revenue and earnings, if any, capital requirements and general financial condition as well as the limitations on dividends and distributions that exist under the laws and regulations of the State of Virginia and will be within the discretion of the Company. It is the present intention of the Company to retain all earnings, if any, for use in our business operations and accordingly, the Company does not anticipate declaring any dividends on our common stock in the foreseeable future. As a result, any gain you will realize on our common stock will result solely from the appreciation of such shares. List of securities and proposed symbols Prior to this offering, there have been no public market for our common stock. We currently do not meet the financial listing requirements to be listed on a national securities exchange. Once the Company reaches the applicable thresholds, the Company intends to register with one or more registered securities exchanges. USE OF PROCEEDS We estimate that the net cash proceeds to us from the sale of the company stock offering in this offering will be $15 million, minus any offering expenses and other fixed costs. We intend to use the proceeds of this offering, net of any federal and state income taxes for working capital and other general corporate purposes general operations and cash reserves, including but not limited to payment of salaries (including those of directors and officers) and hiring employees and consultants. We also intend to use the proceeds of this offering for research and development, specifically for continued development in ways to enhance our software and our platform, and for hiring costs and payment of salaries that are allocated to research and development, as well as for marketing and education, which includes organizing and hosting educational and developer events. We will also use the above proceeds in conjunction with the proceeds from a potential concurrent or subsequent Regulation S offering to non-U.S. persons, the net proceeds of which we estimate to be $15,000,000.00. We cannot specify with certainty all the particular uses for the net proceeds to be received upon the concurrent Regulation S offering. In addition, the amount, allocation, and timing of our actual expenditures will depend upon numerous factors. Pending other uses, we intend to invest the proceeds in interest-bearing, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether the proceeds invested will yield a favorable return. Our management will have broad discretion in the application of the net proceeds we receive from our offering and the concurrent Regulation S offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds. It is in the Company's sole discretion whether to pursue a Regulation S offering. In addition, we intend to use our proceeds for the following: a.financing production and associated development and operating costs and expenses for our software. b.working capital and general corporate purposes. DeCryptoFi reserves the right to alter the use of proceeds in this offering DESCRIPTION OF BUSINESS DeCryptoFi's main goal is to make the public and private offering process of raising capital easier for small and midsized businesses to achieve. Our top priority is to aid and facilitate with the complexities in the alternative space of capital raising. Many companies, even if aware of these alternative methods of capital raising, simply lack the legal and finance team dedicated in ensuring that all regulatory and audit requirements are satisfied. Without the proper personnel, small to medium sized businesses cannot devote the time to raising capital while simultaneously running their business. If these business owners wish to outsource these functions, it can drastically affect the company's bottom line. Our goal is to tap into this market and assist small and medium size companies that want to pursue a public offering or an alternative acceptable private offering and properly navigating through the confounding but necessary SEC regulations. . The techniques that DeCryptoFi has developed will assist companies with identifying options for raising capital that make sense given their current business circumstances. Companies interested in raising capital will be able to use our portal and software allowing us to assist them in the various options available to them to raise capital that they otherwise may not have known exist or to have been possible. In addition, DeCryptoFi seeks to be able to automate the initial and ongoing required regulatory filings (depending on the type of offering a user chooses) on the customers behalf. Lastly, DeCrytpoFi seeks to be able to facilitate and automate the necessary documentation that companies are required to provide its investors. In this day and age where investor protection, preservation of personal identifying information, and complete transparency with respect to businesses is paramount, our goal is to assist companies with this evolving landscape. Further, as the importance of combating money- laundering continues to be a top priority for all institutions, DeCryptoFi will facilitate and assist with the compliance of Anti-Money Laundering ("AML") regulations. The language on page 18 in our circular now reads, in part, "Our goal is to tap into this market and assist small and medium size companies that want to pursue a public offering or an alternative acceptable private offering and properly navigating through the confounding but necessary SEC regulations. Our techniques will allow small and mid-sized companies to better understand the initial and ongoing regulatory filings with respect to the public and private offering processes. Our main goal can be summed up in one word... simplification. We strive to make the overlooked alternative methods of raising capital easy to achieve, easier to comprehend, and for many aspects of the process, completely automated. The SEC has long struggled with how to assist small and medium size businesses get access to the public market; we are here to help! As an early- stage financial technology company, we have created techniques and processes which will allow small and mid- sized companies to fully understand the complexities surrounding initial public offerings, private placement offerings, and other exempt offerings. Our focus is on companies that seek alternatives to the issuance of bank loans in order to raise capital. Our company allows for the automation of various Self-Regulatory Organizations (SRO) initial and ongoing regulatory reporting and filings and assists companies that lack the relevant expertise and/or personnel to stay up to date with relevant compliance obligations as well as the need for the proper investor disclosures, privacy notifications, and Anti-Money Laundering (AML) regulations. DeCryptoFi has the capability to track various asset classes and automate investor documentation, such as proxy statements, dividend payments, and GDPR notifications. Users working with DeCryptoFi will better understand the user's business and what attainable capital raising methods the user may be overlooking. Topics for information sharing will include, but are not limited to, how much capital the company seeks to raise, who the company's target investors will be, current and past revenue, profitability, growth rate, what its organizational structure is like, etc. In turn, businesses will be able to streamline the structuring of a potential business capitalization and the regulatory safeguards associated with these capital raising options. Once a business owner fully comprehends the types of offerings available and decides which to pursue, DeCryptoFi's will assist in automating filings and much more." We aim to assist with initial public offerings ("IPO"), initial public debt offerings ("IPDO"), private offerings, and private debt offerings. We believe that average business owners are not even aware of the ability for tapping public and private markets simply through debt offerings and the potential advantages associated with it. Staging an IPO is also a very time-consuming and expensive process. The registration process can be quite complex and requires the company to disclose a variety of information to potential investors. In addition, the IPO process can take as little as six months or as long as two years, during which time management's attention is distracted away from day-to-day operations. It can also conservatively cost a company between $50,000 and $250,000 in underwriting fees, legal and accounting expenses, and printing costs. DeCryptoFi's software will allow companies the ability to streamline and automate SEC filings, quarterly and annual reports, dividend payments, privacy notifications, General Data Protection Regulations ("GDPR"), Anti- Money laundering provisions, and the Trust Indenture Act regulations. By giving our customers the ability to systematize these processes, the regulatory landscape will be satisfied, thereby alleviating some of these hurdles and giving them the opportunity to focus on running their business. DeCryptoFi has not filed for any bankruptcy receivership, or similar proceedings, nor is DeCryptoFi currently subject to, or has been subject to, any legal proceedings material to the business or its financial condition. There is no material litigation, arbitration or governmental proceeding currently pending against us, or any of our officers or in their capacity acting as such and neither we, nor our officers have been subject to any such proceedings in the 12 months preceding the date of this preliminary offering circular. Trademarks and Copyrights We own or have applied for rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect our business. This offering circular may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties' trademarks, service marks, trade names or products in this offering circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this offering circular are listed without their (c), (r) and (tm) symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners. DeCryptoFi Platform We will operate an online platform, where investors can manage their accounts and purchase shares of our company. Prospective investors will create a public address (username) and private key (password) and indicate agreement to our terms and conditions and privacy policy. *Available Online Directly from Us. Investors must purchase shares of our stock directly from us. *No Minimum Investment. Investors will be able to build ownership over time by making purchases as low as the initial offering price. DESCRIPTION OF DECRYPTOFI'S COMMON STOCK GENERAL DeCryptoFi has a total of 500,000,000 authorized shares of common stock, with a par value $.0001. As of the date of this offering circular, 300,000,000 shares of the Company's common stock are outstanding. VOTING RIGHTS As DeCryptoFi's business expands, it is the intention of the Company to grant voting rights to Company shareholders. Shareholders would be entitled to one vote per share. NO PREEMPTIVE OR SIMILAR RIGHTS Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions. MERGER OR CONSOLODATION In the case of any distribution or payment in respect of the Company's common stock upon any potential consolidation or merger with or into any other entity, or in the case of any other transaction having an effect on stockholders substantially similar to that resulting from a consolidation or merger, such distribution or payment shall be made ratably on a per share basis among the Company's shareholders. REGULATORY CONSIDERATIONS Below is a summary of certain current areas of government regulation that apply to our business and potential regulatory issues of which we are aware. As discussed below, we generally believe that our business and the offering discussed in this offering circular are compliant with these regulations, but in certain cases there may be uncertainty related to that conclusion. Government Regulations The regulatory treatment of securities offerings is uncertain in many ways. In part, this uncertainty results from the need for regulators to apply existing law to a new and evolving set of technologies and assets. We anticipate that regulation will evolve as various state, federal and international government agencies take greater interest in regulation of newly issued securities, especially with the recent enactment of Regulation Best Interest ("Reg BI"), and the current Dodd Frank provisions. We anticipate new regulations to be established, at which point, if applicable to DeCryptoFi's business model, we will take all necessary steps to ensure we are compliant. In addition, various legislative and executive bodies in the United States and in other countries may adopt new laws, regulations, or guidance, or take other actions in the future. Any future regulatory actions applicable to DeCryptoFi and our related activities could severely impact our operations and the value of our securities. We may need to restructure operations significantly to comply with any new regulation or guidance. Failure to do so adequately or quickly enough could result in regulatory action (such as investigations by the government or a self-regulatory organization or government or private litigation or administrative actions) that requires us to spend significant time and effort, which would pull our attention away from the core of our business and potentially deplete our resources. It could also result in negative publicity. Regulatory change could even potentially result in certain aspects of our operations being viewed as impermissible, which could result in a need for us to dramatically alter or cease activities Securities Act Considerations Typically, offerings of securities in the U.S. are required to register under the Securities Act with the SEC and, in compliance with state law, with applicable state regulators (blue sky regulations). Our current offering relies on an exemption from federal registration under the Securities Act provided by Regulation A, which also provides for preemption of state registration requirements, but which also currently limits issuances by a single issuer to offerings of no more than $50,000,000 each year. We have also taken the position that the commercial uses of our stock, including transfers between owners, do not require registration or an exemption from registration under state securities laws. If in subsequent years after our initial filing we find that our ability to issue additional shares would exceed the $50m threshold provided by Reg A Tier 2, we recognize that we may need to fully register our securities with the SEC and/or to register our shares of stock with one or more U.S. state securities regulators. Exchange Act Considerations Registration as Transfer Agents. Under the Exchange Act, a transfer agent is a person who engages, with respect to securities registered under Section 12 of the Exchange Act, in (a) countersigning issued securities, (b) monitoring issued securities, with the goal of preventing unauthorized issuances, (c) registering transfers of issued securities, (d) exchanging or converting issued securities, or (e) transferring record ownership of securities by bookkeeping entry without physical issuance of securities certificates. Transfer agents are typically required to register with the SEC under the Exchange Act. Because our distributed software will record the owner of our stock, and/or the debt of clients we potentially assist in going public that may not be listed on an exchange at the time of going public, we could be viewed as engaging in these types of activities. We have taken the position that DeCryptoFi, and anyone operating its software should not be required to register as a transfer agent because direct sale of stock from seller to buyer without an exchange or marketplace is not captured or described in the definition of a transfer agent, nor is such action directly facilitated by DeCryptoFi. Further, we believe that DeCryptoFi's software and its software operators are not required to register as transfer agents. Software Operators are paid resources of DeCryptoFi via the Work Compensation Plan and as such are not independent entities. They hold no autonomy to make decisions, prioritize transactions, impose fees, or facilitate a marketplace. Our software operators solely record transactions on behalf of DeCryptoFi so that the company may have an accurate account of its investors and any transactions they make. Each proposed transaction involving DeCryptoFi's securities will be individually negotiated and implemented. The Company recognizes that in the foreseeable future, the Company may be required to list its securities on a registered exchanges and utilize registered transfer agents, at which point the Company will take all reasonable steps to remain compliant with all applicable laws., It is possible that the SEC or another regulator would disagree with our position. If so, we, or anyone running our software could be forced to register as a transfer agent and comply with applicable law, which could lead to significant costs to DeCryptoFi and could force DeCryptoFi to change or cease its operations. It could also lead to considerable uncertainty as to how we would comply with regulation, which would likely result in a need for a relatively long registration process and could ultimately prove prohibitive to our business model. Any of these developments would decrease the value of the stock sold in this offering. Registration as Clearing Agency Also under the Exchange Act, a clearing agency is any person who (a) acts as an intermediary in making payments or deliveries, or both, in connection with transactions in securities; (b) provides facilities for comparison of data respecting the terms of settlement of securities transactions, to reduce the number of settlements of securities transactions, or for the allocation of securities settlement responsibilities; (c) acts as a custodian of securities in connection with a system for the central handling of securities whereby all securities of a particular class or series of any issuer deposited within the system are treated as fungible and may be transferred, loaned, or pledged by bookkeeping entry without physical delivery of securities certificates; or (d) otherwise permits or facilitates the settlement of securities transactions or the hypothecation or lending of securities without physical delivery of securities certificates. A clearing agency does not include any person solely by reason of performing a transfer agent function, specifically transferring record ownership of securities by bookkeeping entry without physical issuance of securities certificates. Clearing agencies are generally required to register with the SEC and comply with applicable regulation. Because DeCryptoFi, or anyone operating our software will be involved in recording transfers in the stock, they could be viewed as engaging in these types of activities. We have taken the position that DeCryptoFi, and anyone operating its software are not clearing agencies under the Exchange Act because the types of activities they engage in are not those described in the definition of a clearing agency. To the extent that transfers are recorded by our software, the software is not a "person" that would be required to register. It is possible that the SEC or another regulator would disagree with our position. If so, we, or anyone running our software could be forced to register as a clearing agency and comply with applicable law, which could lead to significant costs to DeCryptoFi and could force DeCryptoFi to change or cease its operations. It could also lead to considerable uncertainty as to how we would comply with regulation, which would likely result in a need for a relatively long registration process and could ultimately prove prohibitive to our business model. Any of these developments would decrease the value of the stock sold in this offering. Registration as an Exchange or ATS Rule 240.3b16 of the Exchange Act requires registration for any organization, association, or group of persons who maintain or provide "a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange if such organization, association, or group of persons: (1) Brings together the orders for securities of multiple buyers and sellers; and (2) Uses established, non-discretionary methods (whether by providing a trading facility or by setting rules) under which such orders interact with each other, and the buyers and sellers entering such orders agree to the terms of a trade. Entities that are engaged as "exchanges" or "ATSs" with respect to securities are subject to federal registration and significant regulatory oversight by the SEC and FINRA. Exchanges and ATSs are generally networks that constitute, maintain, or provide a marketplace or facilities for bringing together the orders of multiple purchasers and multiple sellers of securities. A system "brings together" orders if it displays trading interests entered on the system to users (e.g., through consolidated quote screens) or receives orders for processing and execution. This does not include systems that have only one seller for each security (e.g., the issuer), even if there are multiple buyers. We have taken the position that DeCryptoFi's platform and its software not be viewed as an exchange or an ATS because neither will "bring together" anyone by sorting or organizing orders in the Company's securities in a consolidated way or by receiving orders for processing and execution of transactions in the Company's shares. Rather, each proposed transaction involving DeCryptoFi's stock will be individually negotiated and implemented without DeCryptoFi's involvement. DeCryptoFi's software will maintain a list of shareholders to ensure the company knows whom to send shareholder notifications required under the SEC. It is possible that the SEC or another regulator would disagree with our position. If so, we could be forced to register the platform and/or our software as an exchange or ATS and comply with applicable law, which could lead to significant costs to DeCryptoFi and could force it to change or cease its operations. Any of these developments could decrease the value of the securities sold in this offering. Registration as a Broker-Dealer Under the Exchange Act, a "broker" is a person engaged in the business of effecting transactions in securities for the account of others. We believe that our software operators do not fit under this definition and we have updated our disclosure language on page 23 to reflect the basis for this conclusion. Our disclosure now reads, in part: "[O]ur software is responsible for recording shareholder information so that DeCryptoFi has an accurate list of current shareholders at any point in time. It does not and is not capable of operate as a broker - buying and selling securities for its own account or on behalf of any customer. It is also not capable of acting as a deal and executing orders on behalf of any client which it has none. This does not change regardless of whom a Software Operator may be. As such operators should not be considered broker-dealers, because they do not buy or sell a security on anyone's behalf, they simply operate our software that is responsible for keeping an up-to-date list of security owners on behalf of DeCrytpoFi in order for the company to facilitate its regulatory compliance. Payment amounts made through DeCryptoFi's Work Compensation Plan are preset, do not fluctuate from a predetermined amount and are not transaction-based compensation. As such, it is DeCryptoFi's view that recording shareholder information on behalf of the company does not constitute a broker dealer. Further, the Company has given weight to Rule 3a4-1, "Associated Persons of an Issuer Deemed Not to be Brokers" and believe that the Company's software operators qualify for such an exemption, since they will not have been s subject to a statutory disqualification as defined in section 3(a)(39) of the Act, and they will not be compensated in the form of commissions or other remuneration based directly or indirectly on transactions in securities and their work is more ministerial and clerical in nature with respect to effecting any potential securities transaction. It is possible that the SEC or another regulator would disagree with our position. If so, DeCryptoFi or its software operators could be forced to register as broker-dealers and comply with applicable law. This would disrupt our business significantly, perhaps making it prohibitive to operate, and would likely lead to a decrease or complete loss in the value of the Stock. Reporting Company Considerations Under Regulation A, we will have limited ongoing reporting obligations to investors relative to the obligations of companies that are "reporting companies" for purposes of the Exchange Act. The exemption that allows this lighter reporting, however, is in part dependent on the use of a transfer agent with respect to a company's securities. We do not intend to engage a transfer agent with respect to our securities, in part because the types of activities a transfer agent would normally engage in are performed automatically by our software. As a result, as a practical matter, we also do not think we would be able to comply with the transfer agent requirement, and we do not think it applies to or would provide additional investor protections for this offering. It is possible that a regulator would disagree with this position and, as a result, require us to file the full set of reports required of a reporting company. If so, we would need to spend considerable additional time and effort to provide the required reports. This could have a material adverse effect on our operations, which in turn could affect the value of our Company stock. Regulation M Regulation M under the Exchange Act generally prohibits issuers from buying and selling their securities at the same time, in order to prevent potential price manipulation that could result from those activities. In certain circumstances, we may be selling stock at a future date while concurrently retiring stock. We are currently set to retire 2% of the stock every 4 years. The company will not be purchasing the 2% stock being retired every 4 years after our initial offering but will be charging a flat fee per transaction not to exceed 20 shares of stock (with a value of $2.00 at offering) per transfer between a stock seller and stock buyer for recording the transaction. This fee/stock will be retired immediately and automatically at the time of the transaction. DeCryptoFi will follow Accounting for Stock BuyBack and Retirement (ASC 505-30-30-8) which reads in part, 30-8 When a corporation's stock is retired, or repurchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), an excess of repurchase price over par or stated value may be allocated between additional paid-in capital and retained earnings. Alternatively, the excess may be charged entirely to retained earnings in recognition of the fact that a corporation can always capitalize or allocate retained earnings for such purposes. If a portion of the excess is allocated to additional paid-in capital, it shall be limited to the sum of both of the following: a. All additional paid-in capital arising from previous retirements and net gains on sales of treasury stock of the same issue b. The pro rata portion of additional paid-in capital, voluntary transfers of retained earnings, capitalization of stock dividends, and so forth, on the same issue. For this purpose, any remaining additional paid-in capital applicable to issues fully retired (formal or constructive) is deemed to be applicable pro rata to shares of common stock. DeCryptoFi may be viewed as receiving stock at the same time as selling it under Regulation A. However, we believe retiring a percentage of stock at a pre-determined rate does not constitute buying and selling the security for price manipulation. As a result, we do not believe these activities are in violation of Regulation M. It is possible that a regulator would disagree with this position. If so, we may be required to significantly restructure the transactions, which could lead to significant costs to the Company and could force it to change or cease the operations. This would result in a loss or decrease in value of the Stock. Foreign Considerations We may also subject to a variety of foreign laws and regulations that involve matters central to our business. These could include, for example, regulations related to user privacy such as the General Data Protection Regulation, potential broker-dealer or exchange activities, data protection, and intellectual property, among others. In certain cases, foreign laws may be more restrictive than those in the U.S. Although we believe we are operating in compliance with the laws of jurisdictions in which DeCryptoFi exists, foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. As a result, we are involved in face an uncertain regulatory landscape in many foreign jurisdictions, including but not limited to the European Union. Other foreign jurisdictions may also adopt laws, regulations or directives that affect the similar types of securities offerings. We have adopted policies and procedures designed to comply with the laws that apply to us as we understand them. However, the growth of our business and its expansion outside of the U.S. may increase the potential of violating foreign laws or our own internal policies and procedures. The risk of our Company being found in violation of applicable laws and regulations is further increased by the fact that many of them are open to a variety of interpretations given the absence of formal interpretation by regulatory authorities or the courts. Any action brought against us by a foreign regulator or in a private action based on foreign law could cause us to incur significant legal expenses and divert our management's attention from the operation of the business. If our operations are found to be in violation of any laws and regulations, we may be subject to penalties associated with the violation, including civil and criminal penalties, damages and fines; we could be required to refund payments received by us; and we could be required to curtail or cease operations. Any of these consequences could seriously harm our business and financial results. In addition, existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase operating costs, require significant management time and attention, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices. Any applicable foreign laws, regulations or directives may also conflict with those of the United States. The effect of any future regulatory change is impossible to predict, but any change could be substantial and materially adverse to the adoption and value of the securities and our operations. CHANNELS FOR DISCLOSURE OF INFORMATION AND PLAN OF DISTRIBUTION Upon the Commission's qualification, this offering circular shall be an initial offering for 25,000,000 shares of our common stock. We will have the option to sell up to 50,000,000 Additional Shares which are currently authorized but unissued, should all of the Offering Shares be sold in the offering. There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. The offering price of the Offering Shares was determined by the Company. This determination was done without reference to our book value or asset values or by the application of any customary, established models for valuing companies or securities. Accordingly, the offering price may not be indicative of any amounts you might receive should you seek to sell your shares or should there be a liquidation of our company. In addition, such prices are not necessarily indicative of any prices at which our securities may trade, or any value that might be ascribed to our Company after the completion of the offering. Any purchase of our Offering Shares by an officer or director of the Company shall be conducted in compliance with the applicable provisions of Regulation M. We may decide to close the offering early or cancel it, in our sole discretion. If we extend the offering, we will provide that information in an amendment to this offering circular. If we close the offering early or cancel it, we may do so without notice to you, although if we cancel the offering all funds that may have been provided by any investors will be promptly returned without interest or deduction. Investors, the media and others should note that, following the completion of this offering, we intend to announce material information to the public regarding DeCryptoFi through filings with the SEC, DeCryptoFi's corporate blog at DeCryptoFi.com/blog, DeCryptoFi's mailing list which is available for sign-up at DeCryptoFi.com press releases, public conference calls and webcasts. We also intend to announce information regarding DeCryptoFi and its business, operating results, financial condition and other matters through our Twitter account, which can be accessed at https://twitter.com/DeCryptoFi. Investors should monitor our website and the above social media accounts in addition to following its press releases, SEC filings, public conference calls, and webcasts. The social media channels that DeCryptoFi intends to use as a means of disclosing the information described above may be updated from time to time. This offering circular will be furnished to prospective investors via electronic PDF format before or at the time of all written offers and will be available for viewing and download on the DeCryptoFi website, as well as on the SEC's website at www.sec.gov. PROCEDURES FOR SUBSCRIBING Shares pursuant to this offering circular will be offered only through DeCryptoFi's website at https://www.DeCryptoFi.com and, if the Company chooses so, through management-approved third party platform partners, which partners will be registered investment advisers or broker-dealers and may, by virtue of their registration status, be deemed to be underwriters. As of the date of this offering circular, we do not have, nor do we intend, to develop relationships with any third-party platform partners. We are offering our stock for cash through our website www.DeCryptoFi.com where potential investors in the offering will be able to review an electronic version of this offering circular and execute a subscription agreement, attached herein as Exhibit 1.1 in part III of this offering, as of the commencement of this offering. In order to subscribe to purchase DeCryptoFi stock, a prospective investor will be required to electronically complete, sign, and deliver an executed subscription agreement. Once submitted, an investor's subscription is irrevocable, except for limited exceptions, such as if the investor's subscription is only partially accepted, in which case within 20 days of the investor having been provided notice of this fact. There is no minimum number of shares of stock that we must sell in order to conduct a closing in this offering. Payment for stock sold through the cash offering will be accepted on a rolling basis during the term of the cash offering. We may decide to cancel the offering entirely, in our sole discretion. If we cancel the Offering, we may do so without notice to you, although if we cancel the Offering, all funds that may have been provided by any investors will be promptly returned without interest or deduction. STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS Our shares of Common stock are being offered and sold only to "qualified purchasers" (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this Offering is exempt from state law "Blue Sky" review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Class A shares offered hereby are offered and sold only to "qualified purchasers" or at a time when our Class A shares are listed on a national securities exchange. "Qualified purchasers" include: (i) "accredited investors" under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Class A shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year- end (for non-natural persons). Accordingly, we reserve the right to reject any investor's subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a "qualified purchaser" for purposes of Regulation A. To determine whether a potential investor is an "accredited investor" for purposes of satisfying one of the tests in the "qualified purchaser" definition, the investor must be a natural person who has: 1.The individual must have a net worth greater than $1 million, either individually or jointly with the individual's spouse. Except for the special provisions described below, individuals should include all their assets and all of their liabilities in calculating net worth, excluding the value of their primary residence; or 2.persons who had an income of at least $200,000 in each of the two most recent years (or $300,000 together with their spouse) and have a reasonable expectation of reaching the same income level in the current year. If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a "qualified purchaser," annual income and net worth should be calculated as provided in the "accredited investor" definition under Rule 501 of Regulation D. Net worth in all cases should be calculated excluding the value of an investor's home, home furnishings and automobiles. EXHIDILUTION Dilution refers to the reduction in value, control, or earnings of the shares the investor owns. IMMEDIATE DILUTION An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs. The Company acknowledges that the dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Securities (including the Underlying Shares) pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim that the Company may have against any Purchaser. The following table summarizes the differences between the total consideration and the weighted-average price per share paid by, on the one hand, officers, directors, promoters and affiliates of DeCryptoFi who have acquired shares prior to the date of this offering circular and, on the other hand, investors participating in this offering, before deducting estimated offering expenses, assuming that the maximum number of shares are sold at the $0.10 per share price. The table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders, giving effect to full conversion of all outstanding stock options. The schedule presents shares and pricing as issued and reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the company's insiders: SHARES PURCHASED TOTAL CONSIDERATION TOTAL WEIGHTED AVG PRICE PER SHARE Existing shareholders before this offering 300,000,000 $0 ..000000 Public Sale 25,000,000 $2,500,000 0.1000 Stock Compensation Plan 125,000,000 $12,500,000 0.1000 Total Investors Participating in this Offering 150,000,000 $15,000,000 0.1000 Shares in Reserve 50,000,000 $5,000,000 ..1000 FUTURE DILUTION Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor's stake in a company could be diluted due to the company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the company's employees or marketing partners. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (i.e. convertible bonds, preferred shares or warrants) into stock. If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most development stage companies do not pay dividends for some time). The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a "down round," meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only): In June 2014, Jane invests $20,000 for shares that represent 2% of a company valued at $1 million. In December, the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company, but her stake is worth $200,000. ? In June 2015, the company has run into serious problems, and in order to stay afloat, it raises $1 million at a valuation of only $2 million (the "down round"). Jane now owns only 0.89% of the company, and her stake is worth only $26,660. If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it's important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share. In some cases, dilution can also completely wipe out the value of investments made by early investors, without any person being at fault. Investors should understand how dilution works and the availability of anti-dilution protection. DeCryptoFi is committed to zero new share issuance outside of the 500 million shares in existence today. CONCURRENT OR SUBSEQUENT REGULATION S (REG S) OFFERING Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for offerings made outside the U.S. by both U.S. and foreign issuers. A securities offering, whether private or public, made by an issuer outside of the United States in reliance on Regulation S need not be registered under the Securities Act. The Regulation S safe harbors are non-exclusive, meaning that an issuer that attempts to comply with Regulation S also may claim the availability of another applicable exemption from registration. Further, a contemporaneous registered offering or exempt private placement in the U.S. will not be integrated with an offshore offering that otherwise complies with Regulation S. In fact, Regulation S contemplates that a private placement in the United States may be made simultaneously with an offshore public offering in reliance on the issuer safe harbor. Thus, offshore offerings and sales of securities made in reliance on Regulation S do not preclude the resale of those same securities made in reliance on Rule 144A or Regulation D, even if the resale occurs during the distribution compliance period. The stock in a potential concurrent or subsequent Regulation S offering will be restricted securities and will be sold for delayed delivery and subject to a transfer restriction for one year after sale. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Impact of COVID-19 You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this offering circular. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of this offering circular for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward- looking statements contained in the following discussion and analysis. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the U.S and other countries. As a result, Company franchisees have temporarily closed some retail locations, reduced or modified store operating hours, adopted a "to-go" only operating model, or implemented a combination of these actions. These actions have reduced consumer traffic, resulting in a negative impact to Company revenues. While the disruption to our business from the COVID-19 pandemic is currently expected to be temporary, there is a great deal of uncertainty around the severity and duration of the disruption, and also the longer-term effects on our business and economic growth and consumer demand in the U.S. and worldwide. The effects of COVID-19 may continue to materially adversely affect our business, results of operations and liquidity, particularly if these effects continue in place for a significant amount of time. As additional information becomes available regarding the potential impact and the duration of the negative financial effects of the current pandemic, the Company may determine that an impairment adjustment to the recorded value of trademarks, goodwill and other intangible assets may be necessary. Effects of COVID-19 on Liquidity and Operations While the Company expects COVID-19 to negatively impact its business, results of operations and financial position, the full financial impact cannot be reasonably estimated at this time. The Company currently believes that its working capital combined with our disciplined management of the Company' operating expenses, will be sufficient to meet our current liquidity needs. However, COVID-19 pandemic events will continue to evolve over time and the negative effects on the operations of our franchisees could prove to be worse than we currently estimate. Business Overview and Outlook Decentralized Crypto Financial Inc. uses proprietary software to assist small and medium sized companies in determining the best approach to raising capital. The Company will utilize software operators in a 1099 capacity to further assist with automating the navigation of public and private offerings, as well as the applicable regulatory and compliance components for the Company's prospective clients. These software operators will be compensated via the Stock Compensation Plan, and although they will not be employees of DeCryptoFi, any and all rules and regulations applied to DeCryptoFi shall directly apply to our software operators to the same extent the applicable rules and regulations apply to DeCryptoFi itself. We do not anticipate any change to our operations if 25%, 50%, 75% or 100% of our offering is sold. The Company believes that it has the necessary foundation and key components to fully maintain its operations until 100% of the offering is sold. Further, the proceeds from the initial offering will satisfy the Company's cash requirements and as such, there will be no need to raise additional funds within the first six (6) months that the Offering becomes qualified. Trends and Key Factors Affecting Our Performance Investment in Long-Term Growth. The core elements of the Company's growth strategy include acquiring new customers, broadening distribution capabilities, enhancing data and software functionality, and expanding product offerings. The Company plans to continue to invest significant resources to accomplish these goals, and the Company anticipates that its operating expenses will continue to increase for the foreseeable future, particularly sales and marketing and technology expenses. These investments are intended to contribute to long-term growth, but they may affect near-term profitability. Originations. The Company's future growth will continue to depend, in part, on attracting additional investors as well as additional companies wanting to utilize our software. The Company plans to increase its sales and marketing spending and seek to attract these investors and companies. We expect to rely on strategic partners, affinity networks, social media, and conference and speaking events for investor growth. The Company expects there to be a consistent need of undercapitalized companies seeking capital raising alternatives. The extent to which the Company can satisfy this ongoing demand will be an important factor in its continued revenue growth. Use of GAAP Financial Measures DeCryptoFi's management's discussion and analysis of DeCryptoFi's financial condition and results of operations is based on its financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP. The preparation of these financial statements requires DeCryptoFi to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. DeCryptoFi's estimates are based on its comparable and on various other factors that DeCryptoFi believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Due to the fact that DeCryptoFi was not formed until August 2020 DeCryptoFi believes that the accounting policies discussed may be of little use to understanding DeCryptoFi historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. When we prepare our consolidated financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses during each reporting period. Our estimates may include those related to revenue recognition, accounts receivable allowances, intangible assets, share-based compensation expense, income taxes and programming costs. Actual results included in this offering circular, and in future financial results, could differ from the original estimates. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that DeCryptoFi determines are within the scope of ASC 606, the following five steps are performed: a.Identify the contract(s) with a customer. b.Identify the performance obligations in the contract. c.Determine the transaction price. d.Allocate the transaction price to the performance obligations in the contract; and e.Recognize revenue when (or as) DeCryptoFi satisfies a performance obligation DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES As of October 2020, the Company has one executive officer, CEO Nick Scherling. Mr. Scherling is not represented by a labor union or covered under a collective bargaining agreement. NAME POSITION AGE TERM OF OFFICE Nicholas Scherling* CEO 37 August 2020 *Nicholas Scherling. Mr. Scherling has more than 20 years of technology expertise at senior levels serving in the Intelligence Community, DoD, and industry. Mr. Scherling served in leadership and technical roles in Booz Allen Hamilton, General Dynamics, Electronic Warfare Associates, MLT Vacations, and the Air National Guard. Although DeCryptoFi is a newly organized C-Corp, Mr. Scherling has been developing the systemic and automated technology for a substantial period of time prior to officially having his company qualified by the Commission. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS. Summary compensation table The following table summarizes the compensation of the highest paid person, the CEO, during the year ended December 31, 2019. Name Capacity in which compensation was received Cash Compensation ($) Other Compensation ($) Total Compensation ($) Nicholas Scherling Chief Executive officer $0.00 $0.00 $0.00 Authorized Shares. A total of 50,000,000 shares of our corporate common stock are reserved for issuance as the Company sees fit. Upon qualification, if the Company determines that issuing these shares will neither its shareholders nor increase the value of the Company, then the Company may determine that such shares shall be available for future grant or sale. As the Company continues grow and better understand its strengths and weaknesses, the Company may decide to adopt a formalized incentive plan, which will then outline the specifications that must be met. Currently, there is no such plan in place, nor is there any intention to memorialize any such plan. Stock Options. Upon qualification, the Company may determine, at a later date, that it wishes to compensate its employees in the form of stock options. While no such plan is currently in place, if the Company does decide to implement a stock option plan, certain guidelines must be followed: The term of an incentives stock option may not exceed 10 years; the stock option strike price shall be equal to its fair market value of the Company's stock on the day the option is granted except that with respect to incentive stock options granted to any participant who owns more than 10% of the voting power of outstanding stock, the exercise price must generally equal at least 110% of the fair market value on the grant date and the term must not exceed five years. The Company will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the Company, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. Unless otherwise provided for by the Company, if termination is due to death or disability, the option will remain exercisable for 12 months and in all other cases, the option will generally remain exercisable for three months following the termination of service. These are simply guidelines and the Company may amend some or all of these guidelines if the company introduces an incentivized stock option plan. Code of Ethics. Effective upon consummation of this offering, we will adopt a code of ethics that applies to all of our respective executive officers, directors, and employees. The code of ethics will codify the business and ethical Principles that govern all aspects of our business. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS The following table sets forth information regarding the beneficial ownership of our shares of our common stock as of the date of this offering circular. Since DeCryptoFi will only be offering only one class of stock, and since our insider is subject to a predetermined lock-up period, there is no need to adjust to reflect the sale of all of the Shares offered by this preliminary offering circular (assuming none of the individuals listed purchase shares in this offering), by: 1.each person known by us to be the beneficial owner of more than 5% of our outstanding shares. 2.each of our executive officers and directors; and 3.all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. Additionally, except as otherwise indicated, beneficial ownership reflected in the table has been determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. Shares Beneficially Owned Prior to Offering Shares Beneficially Owned After Offering Name and address of % of Total Voting % of Total Voting Beneficial Owner ___ Shares % Prior to Offering Shares % After Offering Nicholas Scherling 300M 100% 100% 300M 60% 66.67% SHARES ELIGIBLE FOR FUTURE SALE Rule 144 A person who has beneficially owned restricted shares of common stock, for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of the subject company at the time of, or at any time during the three months preceding, a sale and (ii) the subject company is subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted shares of common stock for at least six months but who are an affiliate of the subject company at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions under which such person would be entitled to sell within any three- month period a number of shares that does not exceed the greater of either of the following: a.1% of the number of shares of our common stock then outstanding, and b.if our common stock is listed on a national securities exchange, the average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about the subject company. DECENTRALIZED CRYPTO FINANCIAL INC. Consolidated Financial Statements 2020 FINANCIAL INFORMATION SECTION Decentralized Crypto Financial Inc. INDEX TO FINANCIAL STATEMENTS For the Fiscal Year Ending August 31, 2020 Page Number Independent Auditors ReportF-2 Consolidated Balance Sheets as of August 31, 2020F-3 Consolidated Statements of Operations for the Fiscal Year Ending August 31, 2020F-4 Consolidated Statements of Changes in Stockholders' Equity/Members' Deficiency for the Year Ending August 31, 2020 F-5 Consolidated Statements of Cash Flows for the Year Ending August 31, 2020F-6 Notes to Consolidated Financial Statements F-8 INDEPENDENT AUDITOR'S REPORT INDEPENDENT AUDITORS' REPORT Board of Directors Decentralized Crypto Financial Inc. Chantilly, Virginia We have audited the accompanying consolidated financial statements of Decentralized Crypto Financial Inc., which comprise the balance sheets as of August 31, 2020 and the related consolidated statements of income, changes in equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. AUDITORS' RESPONSIBILITY Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Decentralized Crypto Financial Inc. as of August 31, 2020, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. - Chesapeake Financial Corp Centreville, VA Saturday, December 5, 2020 DECENTRALIZED CRYPTO FINIANCIAL INC. BALANCE SHEETS As of August 31, 2020 2020 ASSETS Current assets:0 Cash and cash equivalents0 Accounts receivable0 Prepaid expenses0 Total current assets Property and equipment, net Other assets:0 Goodwill, net0 Investments in equity securities30,000 Deposits 0 Total assets $30,000 LIABILITIES AND MEMBER'S EQUITY Current liabilities: Line of credit $ 0 Accounts payable and accrued expenses 0 Accrued payroll and related liabilities 0 Notes payable, current portion 0 Deferred rent and other current liabilities 0 Deferred compensation liability 0 Total current liabilities0 Notes payable, less current portion0 Total liabilities0 Member's equity30,000 Total liabilities and member's equity $30,000 DECENTRALIZED CRYPTO FINIANCIAL INC. STATEMENTS OF OPERATIONS For the period ending August 31, 2020 2020 Revenue $ 0 Revenue 0 Total revenue 0 Direct cost of revenue 0 Gross profit 0 Indirect costs of revenue Costs 0 not allocable 0 Operating income 0 Other income (expense): Other expense 0 Interest expense 0 Other income 0 Total other income 0 Net income $0 Basic Earnings Per Share$ 0 Diluted Earnings Per Share$ 0 See accompanying notes. DECENTRALIZED CRYPTO FINIANCIAL INC. STATEMENTS OF STOCKHOLDERS' EQUITY For the period ending August 31, 2020 __Member's Equity__ Balance, August 31, 2020 Common Stock Shares Amount Balance as of August 31, 2020 300,000,000 $ 30,000 Stock-based compensation ---- --- Shares issued upon vesting of restricted stock awards -- -- Exercise of stock options -- -- Year Ended August 31, 2020 See accompanying notes. DECENTRALIZED CRYPTO FINIANCIAL INC. STATEMENTS OF CASH FLOWS For the period ending August 31, 2020 2020 Cash flows from operating activities: Net income$0 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization0 Amortization of goodwill0 Loss on disposal of assets Gain on investments0 Deferred rent and other current liabilities0 Change in: Accounts receivable0 Prepaid expenses0 Deposits Accounts payable and accrued expenses0 Accrued payroll and related liabilities0 Deferred compensation liability0 Net cash provided by (used in) operating activities0 Cash flows from investing activities: Purchase of life insurance policies0 Proceeds from sale of property and equipment Purchase of property and equipment0 Net cash used in investing activities0 Cash flows from financing activities: Net borrowings on (repayments on) line of credit 0 Repayments on notes payable 0 Contributions from member 0 Distributions to member Net cash provided by (used in) financing activities 0 Net change in cash and cash equivalents 0 Cash and cash equivalents, beginning of year 0 Cash and cash equivalents, end of year $0 Supplemental disclosure of cash flow information: Cash paid for interest $0 DECENTRALIZED CRYPTO FINIANCIAL INC. NOTES TO FINANCIAL STATEMENT Notes to Consolidated Financial Statements The accompanying notes are an integral part of this consolidated financial statement. ORGANIZATION AND NATURE OF BUSINESS We are an early-stage financial technology company that has created a proprietary software that will allow small and mid-sized companies to fully understand the complexities surrounding initial public offerings and private placement offerings. Our software is geared towards companies that seek alternatives to the issuance of bank loans in order to raise capital. Our company allows for the automation of various Self-Regulatory Organizations (SRO) initial and ongoing regulatory reporting and filings, and assists companies that lack the relevant expertise and/or personnel to be fully compliant with investor disclosure obligations, privacy notifications, Anti-Money laundering regulations, etc. Our proprietary software also has the capability to track various asset classes and automate investor documentation, such as proxy statements, dividend payments, and GDPR notifications. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America applied on a basis consistent with that of the preceding years. Outlined below are those policies considered particularly significant. ESTIMATES The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and may have impact on future periods. STOCKHOLDERS' EQUITY Equity Structure The Company is authorized to issue 500,000,000 shares of common stock, par value $.0001 ("Common Stock"). As of August 31, 2020, the Company has 300,000,000 shares of Common Stock outstanding. A general description of these securities is as follows: Common Stock Holders of Common Stock are entitled to one vote per share. For the fiscal year ending August 31, 2020, the authorized capital of the Company consists of common stock of 500,000,000 shares with 300,000,000 shares issued and outstanding with a $0.0001 par value. Preferred Stock The company is not issuing any preferred stocks, warrants, or options with this filing (ASC 505-10). Additionally, there will be no equity-based payments to Non-employees (ASC 505-50). INCOME TAXES The Company, with the consent of its stockholders, has elected C corporation status. EARNINGS PER SHARE (EPS) The Company adopted calculating basic EPSs (FASB ASC 260) by dividing income available to common stockholders by the weighted average of number of common shares outstanding. PART III- EXHIBITS Index to Exhibits. Exhibit No.Description 1.1Subscription Agreement 1.2Certificate of Incorporation 1.3By-laws of Decentralized Crypto Financial Inc. 1.4Legal Opinion of Michael R. Blackburn, Esq. as to the legality of the securities being qualified 1.5Certification of Conversion from a Limited Liability Company to a Corporation 1.6Action of Sole Organizer 1.7Consent of Chesapeake Financial Corporation 1.8Draft offering statement previously submitted pursuant to Rule 252(d) *To be filed separately with SEC SIGNATURES Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chantilly, Virginia, on, October 14th, 2020. Decentralized Crypto Financial Inc. By /s/ Nicholas Scherling_______________________ Nicholas Scherling Decentralized Crypto Financial Inc. Date:____________________ The following persons in the capacities and on the dates indicated have signed this Offering Statement. By /s/ Nicholas Scherling______________________ Nicholas Scherling Decentralized Crypto Financial Inc. Date:____________________ 3 This is a "best efforts" offering. There is no minimum number of shares that must be sold in this offering. Shares that were issued to any insider were sold prior to the development of DeCryptoFi's proprietary software, thereby materially altering the value of the Company. Assumes the maximum 25,000,000 shares are sold in the initial public offering at a price of $0.10 per share, and the sale of 125,000,000 shares through the Stock Compensation Plan for non-cash consideration comparable to $0.10 per share The Company currently has 50 million authorized shares being held in reserve. The Company intends to issue these reserved shares if all other authorized issued shares are sold. Mr. Nicholas Scherling is currently the CEO and chairman of DeCryptoFi. As mentioned, DeCryptoFi was not officially organized until August 2020. As such, there has been zero compensation awarded to any individuals as it relates to DeCryptoFi's business. Unless otherwise indicated, the business address of the individual is 4795 Meadow Wood Lane #200 Chantilly, Virginia 20151 ADD EXHB 10 responselettertxt.txt DECRYPTOFI RESPONSE LETTER TO SEC ATTN: Division of Corporation Finance Office of Trade & Services c/o Stephen Kim c/o Theresa Brilliant Re: Decentralized Crypto Financial Inc. Offering Statement on Form 1-A Filed October 27, 2020 File No. 024-11353 To Whom It May Concern: We have reviewed your official comments with respect to our offering statement. Please find enclosed resubmission of our Form1-A as well as our offering circular and necessary exhibits. It is our hope that our changes and explanations fully satisfy and incorporate your comments and concerns. Below you will find your original comments, with our responses keyed to those comments. In many of our responses, we are directing you to specific locations in our offering circular where you will be able to find our changes or amendments. We have also provided you, when applicable, the amended language now contained in the offering circular. We appreciate your helpful and insightful comments, as well as the time that you spent reviewing our original submission. We request your favorable consideration of our adjustments. Should you have any further questions, or if you require any additional information, please do not hesitate in reaching out to our legal counsel, Michael Blackburn. Email address is: Michael.Blackburn@Decryptofi.com Phone Number: (516) 504-8169 We look forward to your response and in the meantime, we wish you a happy and healthy Holiday season. Decentralized Crypto Financial, Inc. Re: Offering Statement on Form 1-A filed October 27, 2020, Cover Page SEC Comment (1): We note that you deem the sales limitation provided by Rule 251(d)(2)(i)(C) of Regulation A to be inapplicable to this offering as it relates to the 125 million shares you are offering pursuant to your Work Compensation/Stock Compensation Plan because you are accepting non-cash consideration for the shares. Please provide us with an explanation as to how you determined that such limitation does not apply to this portion of your offering. DeCryptoFi Response: In our original offering circular we did not intend for the sales limitation provided by Rule 251(d)(2)(i)(C) to apply to our Work Compensation Program. We acknowledge that our original language was unclear, and we have removed the sentence that created this ambiguity. The paragraph on page 2 now reads: ?GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN TEN PERCENT (10%) OF THE GREATER OF YOUR ANNUAL INCOME OR YOUR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NONNATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A+. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. SEC Comment (2): Your disclosure here and on page 27 of your offering circular indicates that 150 million shares of your common stock will be offered in this offering. Please reconcile this disclosure with your disclosure in Part I of this Form 1-A, which states that 500 million shares of your common stock will be offered in this offering. Please also include the 50 million additional shares that are "in reserve" and that you intend to offer if all other shares are sold, consistent with your disclosure on page 1, or remove the disclosure that suggests as much. In doing so, clarify whether you will offer the shares in reserve or conduct the Regulation S private placement, as it does not appear that you have sufficient authorized shares to do both. DeCryptoFi Response: We amended Form 1-A to indicate that the total number of shares being offered is 200 million, allocated as follows: 25 million shares in our IPO upon qualification; 125 million shares as part of the Work Compensation Program; and 50 million authorized shares that the Company currently holds in ?reserve.? The chart on page 27 has been updated to reflect this information. We also added a footnote on page 27 which reads: ?The Company currently has 50 million authorized shares being held in reserve. The Company intends to issue these reserved shares if all other authorized issued shares are sold.? Re: Risks associated with our business, page 9 SEC Comment (3): Your disclosure in the third risk factor states that you concluded that your stock had a fair market value of $.10 per share as of October 13, 2020. Yet your disclosure on pages 8 and 13 states that the offering price "bears no relationship to [your] book or asset value" and that there is no market for your stock. Please revise to reconcile these statements. DeCryptoFi Response: Our offering price was independently determined, and we have amended our language to reflect this. The language contained in our circular now reads: ?The subscription price of our common stock has been determined by the Company's management without regard to the Company's assets or earnings or the lack thereof, or book value and does not represent nor is it intended to imply that the Shares being offered have a market value or could be resold at that price, even if a sale were permissible. The valuation was determined by the Company, and not by an independent third party applying a specified valuation criterion.? SEC Comment (4): Your disclosure on page 13 suggests that you will be using "joint book- running managers" in connection with this offering. However, your disclosure throughout the remainder of your filing indicates that you will not be using an underwriter in connection with this offering and that this offering will be conducted exclusively by you through your online platform that is currently being developed. Please revise to reconcile these discrepancies. DeCryptoFi Response: We thank you for pointing out this discrepancy and have reconciled such statements. It is true that we do not intend to use any underwriter in connection with this offering. The offering will be conducted exclusively through our online platform. Any language pertaining to the usage of ?joint book-running managers? has been removed. Re: Risks specific to this offering, page 11 SEC Comment (5): Revise your tabular disclosure about the number of shares you intend to issue each year pursuant to your Stock Compensation Plan to explain how you have arrived at these amounts and how you know the number of shares you intend to issue in the future. In this regard, clarify whether the shares to be issued pursuant to this plan are the same as those to be issued in this offering pursuant to the Work Compensation Plan, as you seem to use these terms interchangeably. In this regard, you direct readers to the "Stock Compensation Plan" section for additional information, however, that section does not provide sufficient detail around the terms of your plan(s). Please revise. DeCryptoFi Response: We are in agreement that this language and the tabular initially included was unclear and could lead to investor confusion. As such, we have opted to remove the tabular disclosure in its entirety as we believe that the rest of the document is clear on this issue. Re: Terms of this Offering, page 16 SEC Comment (6): Your disclosure on page 16 suggests that you may permit payment for your common stock to be made by credit card and by foreign currency. Once known, please add disclosure explaining how you will process subscriptions made by these methods, including who will process these subscriptions, the amount of processing fees or other charges, and whether the company or investors will pay such fees. DeCryptoFi Response: After consideration, we decided that we will not accept foreign currency as payment. We added relevant language to this section (as well as to our Subscription Agreement) regarding payment fees and that the Subscriber shall bear these costs. The language now reads: ?Subscriber acknowledges that he or she will incur additional processing fees, depending on Subscriber?s payment method. The Company is equipped to accept payment from two payment processors, Braintree and Bitpay. Braintree?s fee structure is 2.9% + $.30 per transaction. There is also a 1% fee applied when the Subscriber?s credit card is issued outside the United States, and a $15.00 fee when someone initiates a chargeback through the Subscriber?s credit card. For ACH payments, Braintree charges a .75% per transaction fee, capped at a maximum of $5.00. Bitpay charges a 1% fee for all transactions. Subscriber understands that he or she shall incur the cost(s) of these fees.? SEC Comment (7): We note your disclosure that you will be offering up to 125 million shares as stock for non-cash consideration in exchange for certain goods and services. Please, confirm through additional disclosure that you will value any non-cash consideration according to the Note to Rule 251(a)(1) of Regulation A. In this regard, please clearly disclose that the aggregate offering price is based on the for-cash price and the valuation of any non-cash consideration will be ?reasonable at the time made.? DeCryptoFi Response: We amended the language in the disclosure to read, in part: ?We are offering up to 125,000,000 shares of stock through our Stock Compensation Plan. For non-cash consideration, the aggregate offering price or aggregate sales will be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Valuations of all non-cash consideration will be reasonable at the time made.? Re: Description of Business, page 18 SEC Comment (8): Enhance your disclosure to explain how your business will help small and medium business owners remain "fully compliant with SEC regulations" and/or be a "fully compliant reporting company or exempt reporting company," in order to understand how your software and services will achieve these statements. Clarify whether your services are exclusive to raising capital or extend beyond a company's desire to conduct an offering. DeCryptoFi Response: The techniques that DeCryptoFi has developed will assist companies with identifying options for raising capital that make sense given their current business circumstances. Companies interested in raising capital will be able to use our portal and software allowing us to assist them in the various options available to them to raise capital that they otherwise may not have known exist or to have been possible. In addition, DeCryptoFi seeks to be able to automate the initial and ongoing required regulatory filings (depending on the type of offering a user chooses) on the customers behalf. Lastly, DeCrytpoFi seeks to be able to facilitate and automate the necessary documentation that companies are required to provide its investors. In this day and age where investor protection, preservation of personal identifying information, and complete transparency with respect to businesses is paramount, our goal is to assist companies with this evolving landscape. Further, as the importance of combating money-laundering continues to be a top priority for all institutions, DeCryptoFi will facilitate and assist with the compliance of Anti-Money Laundering (?AML?) regulations. The language on page 18 in our circular now reads, in part, ?Our goal is to tap into this market and assist small and medium size companies that want to pursue a public offering or an alternative acceptable private offering and properly navigating through the confounding but necessary SEC regulations. Our techniques will allow small and mid-sized companies to better understand the initial and ongoing regulatory filings with respect to the public and private offering processes. Our main goal can be summed up in one word? simplification. We strive to make the overlooked alternative methods of raising capital easy to achieve, easier to comprehend, and for many aspects of the process, completely automated. The SEC has long struggled with how to assist small and medium size businesses get access to the public market; we are here to help! As an early-stage financial technology company, we have created techniques and processes which will allow small and mid-sized companies to fully understand the complexities surrounding initial public offerings, private placement offerings, and other exempt offerings. Our focus is on companies that seek alternatives to the issuance of bank loans in order to raise capital. Our company allows for the automation of various Self-Regulatory Organizations (SRO) initial and ongoing regulatory reporting and filings and assists companies that lack the relevant expertise and/or personnel to stay up to date with relevant compliance obligations as well as the need for the proper investor disclosures, privacy notifications, and Anti-Money Laundering (AML) regulations. DeCryptoFi has the capability to track various asset classes and automate investor documentation, such as proxy statements, dividend payments, and GDPR notifications. Users working with DeCryptoFi will better understand the user?s business and what attainable capital raising methods the user may be overlooking. Topics for information sharing will include, but are not limited to, how much capital the company seeks to raise, who the company?s target investors will be, current and past revenue, profitability, growth rate, what its organizational structure is like, etc. In turn, businesses will be able to streamline the structuring of a potential business capitalization and the regulatory safeguards associated with these capital raising options. Once a business owner fully comprehends the types of offerings available and decides which to pursue, DeCryptoFi?s will assist in automating filings and much more.? ? Please provide us with your legal analysis with citations to proper authorities supporting your conclusion that you are not required to register your online platform and its software as an exchange or ATS. In this regard, please tell us what consideration you have given to the applicability of Exchange Act Rule 3b-16 or Regulation ATS to your online platform and software. DeCryptoFi Response: Regulation ATS and Rule 240.3b16 of the Exchange Act requires registration for any organization, association, or group of persons who maintain or provide ?a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange if such organization, association, or group of persons: (a) Brings together the orders for securities of multiple buyers and sellers; and (b) Uses established, non-discretionary methods (whether by providing a trading facility or by setting rules) under which such orders interact with each other, and the buyers and sellers entering such orders agree to the terms of a trade.? We have updated our language on pages 22-23 to explain why neither our online platform nor our software operators should be required to register as an exchange or an Alternative Trading System (ATS). Specifically, we have updated our disclosure to read: ?We have taken the position that DeCryptoFi?s platform and its software not be viewed as an exchange or an ATS because neither will ?bring together? anyone by sorting or organizing orders in the Company?s securities in a consolidated way or by receiving orders for processing and execution of transactions in the Company?s shares. Rather, each proposed transaction involving DeCryptoFi?s stock will be individually negotiated and implemented without DeCryptoFi?s involvement. DeCryptoFi?s software will maintain a list of shareholders to ensure the company knows whom to send shareholder notifications required under the SEC. It is possible that the SEC or another regulator would disagree with our position. If so, we could be forced to register the platform and/or our software as an exchange or ATS and comply with applicable law, which could lead to significant costs to DeCryptoFi and could force it to change or cease its operations. Any of these developments could decrease the value of the securities sold in this offering.? ? Lastly, please provide us with your legal analysis with citations to proper authorities supporting your conclusion that you and the operators of your software are not broker- dealers. In this regard, please tell us why you do not believe that you, in offering the platform and conducting related services, should be a registered broker- dealer and disclose whether you or any persons affiliated with your company are relying upon Rule 3a4-1 in connection with this offering. We may have additional comments following the review of your response. DeCryptoFi Response: Under the Exchange Act, a ?broker? is a person engaged in the business of effecting transactions in securities for the account of others. We believe that our software operators do not fit under this definition and we have updated our disclosure language on page 23 to reflect the basis for this conclusion. Our disclosure now reads, in part: ?[O]ur software is responsible for recording shareholder information so that DeCryptoFi has an accurate list of current shareholders at any point in time. It does not and is not capable of operate as a broker - buying and selling securities for its own account or on behalf of any customer. It is also not capable of acting as a deal and executing orders on behalf of any client which it has none. This does not change regardless of whom a Software Operator may be. As such operators should not be considered broker-dealers, because they do not buy or sell a security on anyone?s behalf, they simply operate our software that is responsible for keeping an up-to-date list of security owners on behalf of DeCrytpoFi in order for the company to facilitate its regulatory compliance. Payment amounts made through DeCryptoFi?s Work Compensation Plan are preset, do not fluctuate from a predetermined amount and are not transaction-based compensation. As such, it is DeCryptoFi?s view that recording shareholder information on behalf of the company does not constitute a broker dealer. Further, the Company has given weight to Rule 3a4-1, ?Associated Persons of an Issuer Deemed Not to be Brokers? and believe that the Company?s software operators qualify for such an exemption, since they will not have been s subject to a statutory disqualification as defined in section 3(a)(39) of the Act, and they will not be compensated in the form of commissions or other remuneration based directly or indirectly on transactions in securities and their work is more ministerial and clerical in nature with respect to effecting any potential securities transaction.? SEC Comment (10): We note your disclosure about your intent to retire a certain amount of stock periodically. Please revise to explain the purpose of the retirement of stock and how you will determine the stock eligible for retirement by the holders of your securities. We may have further comment about how your intentions implicate Regulation M. DeCryptoFi Response: We intend to retire 2% of our stock every four years. The Company understands that once stock is retired, it can no longer be sold and is to be taken out of the market circulation, thereby permanently reducing DeCryptoFi?s total share count over time. In turn, the remaining shares in circulation will increase shareholder ownership, as well as profits and dividends (if offered). In addition, the remaining stock?s earnings per share will increase while the price-to-earnings ratio decreases. DeCryptoFi will follow Accounting for Stock Buyback and Retirement (ASC 505-30-30-8) which reads in part: ?30-8 When a corporation's stock is retired or repurchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), an excess of repurchase price over par or stated value may be allocated between additional paid-in capital and retained earnings. Alternatively, the excess may be charged entirely to retained earnings in recognition of the fact that a corporation can always capitalize or allocate retained earnings for such purposes. If a portion of the excess is allocated to additional paid-in capital, it shall be limited to the sum of both of the following: a. All additional paid-in capital arising from previous retirements and net gains on sales of treasury stock of the same issue. b. The pro rata portion of additional paid-in capital, voluntary transfers of retained earnings, capitalization of stock dividends, and so forth, on the same issue. For this purpose, any remaining additional paid-in capital applicable to issues fully retired (formal or constructive) is deemed to be applicable pro rata to shares of common stock.? Re: Management's Discussion and Analysis of Financial Condition and Results of Operations, page 30 SEC Comment (11): Please revise your Management's Discussion and Analysis section to discuss your plan of operation for the twelve months following commencement of the proposed offering, or if this information is not available, please disclose the reasons for its unavailability. Please ensure your revised disclosure addresses how your plan of operations would differ assuming 25%, 50%, 75%, and 100% of the shares being offered are sold. Lastly, please clarify whether, in your opinion, the proceeds from your offering will satisfy your cash requirements or whether you anticipate it will be necessary to raise additional funds in the next six months in order to implement your plan of operations. Refer to Item 9(c) to Part II of Form 1-A. DeCryptoFi Response: With very little overhead, the Company will utilize software operators in a 1099 capacity to further assist with automating the navigation of public and private offerings, as well as the applicable regulatory and compliance components for the Company?s prospective clients. These software operators will be compensated via the Stock Compensation Plan, and although they will not be employees of DeCryptoFi, any and all rules and regulations applied to DeCryptoFi shall directly apply to our software operators to the same extent the applicable rules and regulations apply to DeCryptoFi itself. We do not anticipate any change to our operations if 25%, 50%, 75% or 100% of our offering is sold. We believe that the Company has the necessary foundation and key components to fully maintain operations until 100% of the offering is sold. Further, the proceeds from the initial offering will satisfy the Company?s cash requirements. As such, there will be no need to raise additional funds within the first six (6) months that the Offering becomes qualified. Re: Independent Auditor's Report, page 35 SEC Comment (12): We note that the auditor's report lacks the city and state of issuance, and the date. Please have your auditor revise the report. Refer to Part F/S(c)(1) and (b)(2) of Form 1-A, and Rule 2-02 of Regulation S-X. DeCryptoFi Response: Our Independent Auditor, Chesapeake Financial Corporation, completed the proper amendments in the financials section of the updated offering circular. Re: Financial Information Section Consolidated Financial Statements, page 36 SEC Comment (13): We note certain financial statements are missing the date of, or period covered by the financial statement. Please revise. DeCryptoFi Response: Our Independent Auditor, Chesapeake Financial Corporation, completed the proper amendments in the financials section of the updated offering circular. SEC Comment (14): You disclose throughout the filing that 300 million shares of your common stock are issued, outstanding, and currently owned by your Chief Executive Officer. However, the financial statements do not reflect these issued and outstanding shares. Please revise to fully reflect the issuance of these shares in your financial statements, including required disclosures in accordance with ASC 505 in the notes to the financial statements. In addition, revise to include required EPS presentation on the face of the income statement and other required disclosures in accordance with ASC 260. DeCryptoFi Response: Our Independent Auditor, Chesapeake Financial Corporation, has amended the financials section to adequately address the issuance of the aforementioned 300 million shares and the necessary disclosures in accordance with ASC 505 and ASC 260. Re: Exhibits SEC Comment (15): Please file a consent from your auditor as an exhibit in accordance with Part III Item 17.11(a) and (b) of Form 1-A. DeCryptoFi Response: Our independent auditor has provided us with the necessary consent form, which we will file an exhibit in accordance with Part III Form 1-A. SEC Comment (16): Please file as exhibits to the offering statement the appropriate documents as required by Part III, Item 17 of Form 1-A, including for example only and without limitation, your form of subscription agreement, certificate of incorporation, bylaws, legality opinion, and any material contracts. DeCryptoFi Response: The following Exhibits are complete and will immediately be filed as Exhibits to this offering statement: a) Subscription Agreement b) Certificate of Incorporation c) By-laws of DeCryptoFi d) Legal Opinion e) Certificate of Conversion f) Action of Sole Organizer g) Consent of Chesapeake Financial Corporation h) Draft offering statement previously submitted Re: General SEC Comment (17): We note that your website, which you will use as an online portal and information management tool in connection with this offering, is currently inoperative. Please tell us when you expect the website to be accessible. DeCryptoFi Response: We will officially launch DeCryptoFi.com as a publicly available website upon SEC qualification. This is intended to ensure that the website does not disclose DeCryptoFi?s intent to conduct a Stock Offering ahead of SEC qualification of our Reg A filing. We have also included this information on page 6 of the offering circular. SEC Comment (18): Please revise your disclosure to provide a factual basis for your claim that you are "aggressively growing [y]our business through a combination of organic growth, licensing and distribution arrangements, acquisitions, and strategic relationships." DeCryptoFi Response: After internal discussions, we recognize that this statement was premature. While we can foresee growing our business through a multitude of organic and inorganic opportunities, and/or a combination of some form, at this time we cannot state such growth. Accordingly, this language has been removed from the offering circular. SEC Comment (19): We note that Part I of the Form 1-A indicates that you have not used solicitation of interest communications in connection with the proposed offering pursuant to Rule 255 of Regulation A whereas Part II suggests that you have and that you intend to do so in the future. Please clarify if you have used the types communications contemplated by Rule 255 and revise to clarify that such information will be filed with the offering circular pursuant to Item 17(13) of Part III of Form 1-A or advise. Please also revise the check box in Item 4 of Part I of Form 1-A to reflect that you have used solicitations of interest communications in connection with the proposed offering or tell us why this is not applicable. DeCryptoFi Response: Rule 255 of Regulation A states, ?[A]t any time before the qualification of an offering statement, including before the non-public submission or public filing of such offering statement, an issuer or any person authorized to act on behalf of an issuer may communicate orally or in writing to determine whether there is any interest in a contemplated securities offering. Such communications are deemed to be an offer of a security for sale for purposes of the antifraud provisions of the federal securities laws. No solicitation or acceptance of money or other consideration, nor of any commitment, binding or otherwise, from any person is permitted until qualification of the offering statement,? so long as certain conditions are met. DeCryptoFi has not used any forms of solicitation of interest in order to ?test the waters,? and does not intend to do so until this offering statement is qualified by the Commission. The language in our offering circular has been updated to clear up any ambiguity. We have incorporated disclosures, where relevant, that read: ?[S]hould the Company decide to ?test the waters? prior to this circular becoming qualified, all solicitating materials will be properly filed with the Commission before its intended use.?