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United States securities and exchange commission logo
December 15, 2022
Nicholas Scherling
Chief Executive Officer
Decentralized Crypto Financial Inc.
4795 Meadow Wood Lane, #200
Chantilly, VA 20151
Re:Decentralized Crypto Financial Inc.
Amendment No. 5 to Offering Statement on Form 1-A
Filed December 2, 2022
File No. 024-11353
Dear Nicholas Scherling:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 22, 2022 letter.
Amendment No.5 to Offering Statement on Form 1-A Filed December 2, 2022
Cover Page
1.We note that throughout the offering circular you have changed "$75,000,000" to
"$74,250,000." However, please revert the change on the cover page where it now says
"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 $74,250,000.00." We
believe this change was made in error.
2.We note your response to comment 1 and reissue in part. We acknowledge the reduction
of the total offering to $74,250,000 to accommodate the Braintree fee. However, it would
seem that the Braintree fee could still theoretically cause you to exceed the $75,000,000

 FirstName LastNameNicholas Scherling
 Comapany NameDecentralized Crypto Financial Inc.
 December 15, 2022 Page 2
 FirstName LastName
Nicholas Scherling
Decentralized Crypto Financial Inc.
December 15, 2022
Page 2
threshold consistent with Rule 251(a)(2). Please amend your offering circular or explain to
us why you believe it to be unnecessary. In addition, please make the previously requested
changes to Part II of your offering circular to the legal opinion, subscription agreement,
and Item 4 of Part I of your Form 1-A as applicable.
Risk Factors, page 12
3.We note your response to comment 3 and reissue in part. We acknowledge the addition of
a new risk factor for your exclusive forum provision. However, in the risk factor please
also include additional details so that investors can better assess the risk. As one example
only, please include the specific exclusive forum being used.
DeCryptoFi Platform, page 19
4.We note your response to comment 4 and reissue in part. We understand from your new
disclosure that the platform will be operational upon Commission qualification of your
securities offering. However, please also clarify whether the platform is currently
functional, rather than limited to whether it will be operational in the future.
Exhibit 1.7 - Consent of Independent Auditors, page i
5.We note your response to comment 6 and it appears that you did not file a revised consent
as an exhibit to your filing.  We reissue our comment in its entirety.  We note that the
consent of Chesapeake Financial Corp. makes reference to their audit report dated
December 5, 2020 with respect to the financial statements as of August 31, 2020.  Please
have your auditor revise their consent to reference the correct dates for the audit report
and the financial statements included in your offering statement.
General
6.Please update the financial statements included in the filing in compliance with Part F/S,
(c)(1) and (b)(3)(B) of Form 1-A, to include the financial statements for the relevant
interim period in 2022. Update any associated financial information in relevant sections of
the filing as necessary.
7.We note your response and related revisions to comment 7 and reissue our comment in
part. Please have your auditors revise their audit report to update the financial statements
covered by the report.

 FirstName LastNameNicholas Scherling
 Comapany NameDecentralized Crypto Financial Inc.
 December 15, 2022 Page 3
 FirstName LastName
Nicholas Scherling
Decentralized Crypto Financial Inc.
December 15, 2022
Page 3
            You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael Blackburn