ATTN: Division of Corporation Finance Office of Trade &
Services
c/o Nicholas Lamparski
c/o Mara Ransom

Re: Decentralized Crypto Financial Inc.
       Amendment No. 3 to Offering Statement on Form 1-A
       Filed June 4, 2021
       File No. 024-11353
ATTN: Division of Corporation Finance Office of Trade &
Services

We have reviewed your third official comment letter with
respect to our amended offering statement. Please note that we
have submitted a third Form 1-A as well as our amended offering
circular and necessary exhibits via the EDGAR database. It is
our hope that our changes and explanations fully satisfy and
incorporate your comments and concerns. Below you will find
your suggested amendments from your most recent comment letter,
with our responses keyed to those comments. In many of our
responses, we are directing you to specific locations in our
amended 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 review. We
request your favorable consideration of our adjustments.

Cover Page
1. We note your response to prior comment 1. Revise to state
that you are offering 200,000,000 shares in total, in light of
the 50,000,000 additional shares you intend to offer. If,
instead, you intend for this offering to be for a minimum amount
of 150,000,000 shares and a maximum amount of 200,000,000
shares, please revise to state as much and tell us where you
intend to hold subscriptions for the minimum amount and under
what conditions the consideration will be released to you and
shares issued to investors. Please also revise to state a date
by which your offering will conclude; currently you state that
the offering will conclude when you have raised $50,000,000,
however, this amount far exceeds the amount of consideration you
will receive, assuming a maximum offering of 200,000,000 shares
at $0.10 per share.

DeCryptoFi Response: DeCryptoFi has amended its cover page
and other relevant sections of its offering circular to
properly show that the offering will conclude on the
earlier date when DeCryptoFi sells 70,000,000 shares at
$1.00 per share or the equivalent of $1.00 per share in the
form of non-cash compensation, pursuant to its Stock
Compensation Plan, or August 1, 2023. The initial offering
will consist of 20 million Shares of common stock at a
price of $1.00 per share to an unlimited number of
accredited investors, and to the maximum permissible amount
to non-accredited investors, as such limitations are
defined under Regulation A of the Securities Act of 1933,
as amended (the ?Securities Act). This offering shall be
referred to as the ?general offering? and/or the ?IPO?. In
addition, we are offering up to 50,000,000 Shares for non-
cash consideration pursuant to our ?Stock Compensation
program?) in exchange for the Noncash consideration shares
will be given to 1099 individuals or companies in exchange
for compute resources (much like Amazon compute instances)
in order to operate our global computer software. 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. DeCryptoFi will keep
130,000,000 shares in reserve, broken down in the following
manner: (1) DeCryptoFi may generate additional revenue
through our additional sale of common stock, including
pursuant to this offering circular. An additional
30,000,000 shares have been allocated to DeCryptoFi?s
treasury, and we may sell any and all of these shares in
the form of a Private Placement, if deemed necessary, or in
the form of a secondary public offering in order to raise
additional capital. Should 	DeCryptoFi exercise the
right, the Company will be sure to make the necessary
filings with the SEC in a timely fashion.
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 two calendar days after this
offering circular has been qualified by the Commission. All
DeCryptoFi?s initial offering will be offered directly to
the investor. Payment for DeCryptoFi?s securities will be
accepted on a rolling basis during the term of the initial
offering upon, or shortly after submission of a
subscription agreement by a potential investor. DeCryptoFi
will deliver its common stock to a purchaser?s online
account. Upon any receipt of a subscription or our failure
to deliver the common stock sold in this offering, all
funds received in connection with such subscription will be
promptly returned to such investor without interest. Such
refund will be paid in the same currency and in the same
amount as paid by such investor.

DeCryptoFi Platform, page 19
2.  We note your response to prior comment 3, and re-issue the
comment in part. Please consistently remove the disclosure that
you "will operate an online platform where investors can manage
their accounts and purchase shares of [y]our company," or
clarify that the platform does not offer these features, as you
do later in this section. Also, revise your disclosure to state
that your platform is not yet operational, given that your
response letter states that your securities must be registered
pursuant to Section 12 of the Securities Exchange Act and it
does not appear that this event has taken place.

DeCryptoFi Response: The language on page 19 has been
amended to state, inter alia, ?DeCryptoFi?s platform
will not, ?bring together? anyone by sorting or
organizing orders in the Company?s securities in a
consolidated way nor will it be 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 or our software. DeCryptoFi?s software
will maintain a list of shareholders to ensure the
company knows whom to send shareholder notifications
required under the SEC, where investors can manage
their accounts?? It is important to note that
DeCryptoFi?s online platform, which is not yet
operational, shall allow investors to manage their
Personal Identifiable Information, as well as the
ability to transfer shares that were purchased or sold
outside of the online platform, minus any bank
transaction fees that may apply.

     Regulatory Considerations, page 20
3. We note your response to prior comment 4, and re-issue the
comment in part. In regards to your online platform and software
referenced in this section, please revise your disclosures to
address the following:

*	As requested in our prior comments, please provide us
with a detailed analysis of the specific activities that
your software will perform in comparison to the
activities typically performed by a transfer agent.

DeCryptoFi response: When a share is purchased, the
shareholder registers with his or her name and other
personal information in order for the share to be
issued to the shareholder. This information is stored
in DeCryptoFi?s software database. When a user
transfers shares to another user, under any
circumstance, the transferring shareholder must input
the unique ID of the recipient shareholder. In turn,
DeCryptoFi?s software will transfer the number of
shares inputted by the sending shareholder.
DeCryptoFi?s software will then update the amount of
shares held by the sending shareholder and received by
the recipient shareholder so that DeCryptoFi can
maintain the exact amount of shareholders and number
of shares to facilitate shareholder notifications.
DeCryptoFi?s software in no way matches offers,
connects buyers and sellers, or facilitates pricing of
DeCryptoFi?s shares. Rather, the proprietary software
simply maintains certain shareholder information and
the number of shares held, as well as the ability to
transfer shares. DeCryptoFi?s software does not
conduct many of the activities that a registered
Transfer Agent would be required to do, including:

DeCryptoFi?s software does maintain the record of all
shares transferred between 2 parties, the amounts of
each shares each parties hold, and the parties
Personal Identifiable Information (?PII). The
information held in DeCryptoFi?s software is the same
but more limited information and functionality held by
PBA described in the recent SEC no-action letter
regarding Portland Brewing Company. PBA had raised the
question of whether these passive electronic bulletin
boards previously addressed by the SEC would also
apply to securities that were registered under Section
12(g) of the Exchange Act but were not listed on an
exchange or trade over the counter. (See?Portland
Brewing Co., Federal Securities Law Reporter ?
Transfer Binders (1993-2001) 77,664 (Dec. 14, 1999)).
Specifically, PBA requested guidance on how the SEC
would respond to a trading platform that could be
accessed by participants directly through PBA?s web
site and would include (i) the names, addresses and
telephone numbers (or other contact mechanisms, such
as electronic mail addresses) of interested buyers and
sellers; (ii) the number of shares or units of the
Covered Security being offered for sale or desired to
be purchased; (iii) the price offered or desired; and
(iv) the date on which the information was entered
into the trading platform.

*	Unlike the responsibilities of a registered
Transfer Agent, DeCryptoFi?s software does not track
any payments or provide any reporting of payments.

*	To Date DeCryptoFi?s software in no way provides
IPO services for any interested party. In the
future, if the Company decides to provide relevant
IPO services, the Company?s software will need to be
updated, and the Company will utilize the services
of a registered transfer agent while also gaining
SEC approval.

*	Unlike the role of a registered Transfer Agent,
DeCryptoFi?s software does not facilitate the
precision and regularity of IPO activity.

*	Unlike the responsibility of a Transfer Agent,
DeCryptoFi?s software does not maintain a log of
buyers and sellers. Rather. it only maintains a log
of shares held by each shareholder and where they
originated from.

DeCryptoFi?s software records shareholder stock
amounts for DCF shareholders in the same way that the
aforementioned SEC no-action letter relating to PBA
granted relief. In the no-action letter, the Division
of Market Regulation granted no-action relief to PBA
and its personnel with respect to the broker and
dealer registration provisions under Section 15(a) of
the Exchange Act and the Commission?s Division of
Corporation Finance granted no-action relief with
respect to registration of the offers and sales in the
Covered Security made through the platform under the
Securities Act of 1933.

Currently, DeCryptoFi?s software does not facilitate
in shareholder distributions. If, in the future,
DeCryptoFi does offer distributions services and the
Company software is able to facilitate such, then
DeCryptoFi will be sure to timely comply with all
applicable regulations and file all necessary
amendments.

*	Because your software operators do not satisfy
Exchange Act Rule 3a4-1(c)(1)'s definition of "associated
person of the issuer," it appears that they are
ineligible to rely on Rule 3a4-1. Please revise your
disclosure to remove any statements that suggest
otherwise.

DeCryptoFi Response: DeCryptoFi has removed the suggestive
language pertaining to ?associated person of the issuer??
(pg. 23). DeCryptoFi acknowledges that its previous
language may have been misconstrued by potential investors
and we agree that the prior language posed unnecessary
ambiguity.

*	Please tell us who will be offering the shares in this
offering, given the purpose and functionality of your
platform and the fact that your disclosure suggests that
there is not an underwriter, broker-dealer, and/or
placement agent involved in this offering.

DeCryptoFi Response: As mentioned, DeCryptoFi will be
making this initial general offering available
directly to the consumer, which shall consist of an
unlimited number of accredited investors, and to the
maximum permissible amount to non-accredited
investors, as such limitations are defined under
Regulation A of the Securities Act of 1933, as amended
(the ?Securities Act).

4.  We re-issue prior comment 5 in part, as you have not removed
the disclosure about your intent to retire stock. As requested
in prior comment 5, please revise to remove this disclosure or
tell us why you believe it is appropriate, as it is not clear
how the mechanism you describe here will result in the
retirement of your stock.

DeCryptoFi Response: DeCryptoFi has determined that
the following disclosure is not currently necessary
and has opted to remove it. Should the Company
determine that a disclosure will be required, the
Company is prepared to file Form 1-U with the
appropriate language and necessary disclosures.


     Exhibits
5. We note your response to prior comment 7, and that the
exclusive forum provision contained in Article 11, Section 11.2
of your bylaws applies to actions arising under the Securities
Act and Exchange Act. In this regard, because your provision
identifies a state court as the exclusive forum and you are
applying such provision to claims made under the Exchange Act,
tell us how this applicability is consistent with Section 27 of
the Exchange Act, which grants exclusive jurisdiction to the
federal courts for all Exchange Act claims, and Section 29(a),
which prohibits investors from waiving their rights under the
Exchange Act. Also, as requested in prior comment 7, please
revise the disclosure in your offering statement to discuss the
provision, acknowledge uncertainty as to whether a court would
enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder. Lastly, please ensure that you provide
corresponding disclosure in your Risk Factors section,
describing the risks to investors associated with such provision
(including increased costs to bring a claim and the limitation
of investors' ability to bring a claim in a judicial forum that
they find favorable), and address any uncertainty about the
provision's enforceability.

DeCryptoFi Response: The language in DeCryptoFi?s
bylaws, and DeCryptoFi?s Risk Factors section of its
offering circular (pg. 14) have been amended to state
that, ?Pursuant to Section 27 of the Exchange Act, the
federal courts shall have exclusive jurisdiction for
all Exchange Act claims. Federal courts shall also
hear all claims concerning (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.
This section shall apply to actions arising under the
Securities Act or Exchange Act. Accordingly, there is
uncertainty as to whether a court would enforce such
provision, giving consideration to Section 27 of the
Exchange Act which creates exclusive federal
jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the
rules and regulations thereunder. Further, Section 22
of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to
enforce any duty or liability created by the
Securities Act or the rules and regulations
thereunder. Please note that investors cannot waive
compliance with the federal securities laws and the
rules and regulations thereunder.?


      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 2021. Update any associated financial information in
relevant sections of the filing as necessary.

DeCryptoFi Response: DeCryptoFi and its auditor have
updated the financial statements and any associated
information throughout the offering circular for the
relevant interim period in 2021.