SEC Comment Letter 0000000000-23-000383 to Decentralized Crypto Financial Inc. (CIK 0001826220)
Decentralized Crypto Financial Inc. (CIK 0001826220)
Date: Jan. 13, 2023 · CIK: 0001826220 · Accession: 0000000000-23-000383
AI Filing Summary & Sentiment
File numbers found in text: 024-11353
Letter
United States securities and exchange commission logo January 13, 2023 Nicholas Scherling Chief Executive Officer Decentralized Crypto Financial Inc. 4795 Meadow Wood Lane, #200 Chantilly, VA 20151 Re:Decentralized Crypto Financial Inc. Amendment No. 7 to Offering Statement on Form 1-A Filed January 5, 2023 File No. 024-11353 Dear Nicholas Scherling: We have reviewed your amended offering statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 21, 2022 letter. Amendment No. 7 to Offering Statement on Form 1-A Filed January 5, 2023 General 1.We note your response to comment 1 and reissue in part. We acknowledge the change in your offering statement stating that you have 500 million outstanding shares of common stock, when previously you had disclosed 300 million. However, as per your Certification of Incorporation you have 500 million authorized and per Item 6 of Part I of your offering circular, you have so far issued 300 million unregistered securities. Please revert the language to its original form to clearly distinguish between the number of shares authorized for issuance as compared to the number of shares actually issued and outstanding.
FirstName LastNameNicholas Scherling Comapany NameDecentralized Crypto Financial Inc. January 13, 2023 Page 2 FirstName LastName Nicholas Scherling Decentralized Crypto Financial Inc. January 13, 2023 Page 2 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
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United States securities and exchange commission logo
January 13, 2023
Nicholas Scherling
Chief Executive Officer
Decentralized Crypto Financial Inc.
4795 Meadow Wood Lane, #200
Chantilly, VA 20151
Re:Decentralized Crypto Financial Inc.
Amendment No. 7 to Offering Statement on Form 1-A
Filed January 5, 2023
File No. 024-11353
Dear Nicholas Scherling:
We have reviewed your amended offering statement and have the following comment. In
our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our December 21, 2022 letter.
Amendment No. 7 to Offering Statement on Form 1-A Filed January 5, 2023
General
1.We note your response to comment 1 and reissue in part. We acknowledge the change in
your offering statement stating that you have 500 million outstanding shares of common
stock, when previously you had disclosed 300 million. However, as per your Certification
of Incorporation you have 500 million authorized and per Item 6 of Part I of your offering
circular, you have so far issued 300 million unregistered securities. Please revert the
language to its original form to clearly distinguish between the number of shares
authorized for issuance as compared to the number of shares actually issued and
outstanding.
FirstName LastNameNicholas Scherling
Comapany NameDecentralized Crypto Financial Inc.
January 13, 2023 Page 2
FirstName LastName
Nicholas Scherling
Decentralized Crypto Financial Inc.
January 13, 2023
Page 2
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