UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT
OF 1933

American CryptoFed DAO LLC
(Exact Name of Registrant as Specified in its Charter)

Wyoming
(State or other jurisdiction of incorporation or organization)

To Be Decided: Classification not listed on SEC Documents
(Primary Standard Industrial Classification Code Number)

87-2207963
(I.R.S. Employer Identification Number)

1607 Capitol Ave., Suite 327, Cheyenne, WY 82001, Phone (307)
206-4210
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

None
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes
effective.
(Approximate date of commencement of proposed sale to the
public)

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, as amended, or
Securities Act, check the following box: YES

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company, or an emerging growth company. See
the definitions of "large accelerated filer,"
"accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Securities Exchange Act of
1934, as amended.

Large accelerated filer: No
Accelerated filer: No
Non-accelerated filer: Yes
Smaller reporting company: Yes
Emerging growth company: Yes

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. Yes





CALCULATION OF REGISTRATION FEE:

Title of Class of Securities to be Registered:
Ducat: Inflation and deflation protected stable token, used for
pricing goods and services, for daily transactions, for accounting
and for store of value.

Amount to be Registered Proposed Maximum Offering Price Per Unit:
Unlimited

Proposed Maximum Aggregate Offering Price:
Not Applicable

Amount of Registration Fee
To be decided after discussion with SEC Staff


Title of Class of Securities to be Registered:
Locke: Governance token, used for stabilizing Ducat and for Locke
holders to participate in network rulemaking and decision making.

Amount to be Registered Proposed Maximum Offering Price Per Unit:
10 trillion

Proposed Maximum Aggregate Offering Price:
Not Applicable

Amount of Registration Fee
To be decided after discussion with SEC Staff


American CryptoFed DAO LLC (CryptoFed) is not selling any Locke
or Ducat tokens in this offering. The purpose of this offering
registration is to enable i) the secondary market for both Locke
and Ducat tokens to exist, ii) refundable auctions of Locke
tokens to initiate, and iii) the sale of Ducat tokens at higher
market value than the original purchase price direct from
CryptoFed. All proceeds from Locke and Ducat token sales will be
fully refunded or returned to purchasers in one way or another.
No proceeds can be used for any other purpose. The market price
for Locke token auctions and Ducat token sales will be decided
by the secondary market and the real demand for the tokens. We
wish to discuss with the SEC staff as to how to calculate and
pay the registration fees.
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall
become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be
changed. The securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.

Subject to Completion, dated______, 2021.


PRELIMINARY PROSPECTUS

American CryptoFed DAO LLC
Unlimited: Ducat Inflation and Deflation Protected Stable Token

10 Trillion: Locke Governance Token

This prospectus relates to the registration of two classes of
tokens, i) the inflation and deflation protected stable token,
Ducat and ii) the governance token, Locke. CryptoFed will not
receive any proceeds from the sale of Locke or Ducat tokens.
CryptoFed is registering both Locke and Ducat tokens with the
SEC as utility tokens, not as securities. Registration of the
tokens offered under this prospectus does not mean that
CryptoFed or Locke token holders will offer or sell Locke or
Ducat tokens. The prices which CryptoFed or token holders may
sell the tokens in this offering will be determined by the
prevailing secondary market price for the tokens. Filing Form
S-1 does not mean CryptoFed concedes that Locke and Ducat are
securities.  The Section 2.9 of
Item 1: Business of Form 10 entitled "2.9. Locke and Ducat as
Utility Tokens" filed simultaneously with this Form S-1 explains
why Locke and Ducat tokens are utility tokens, not securities.

A. Offering Price

	i. 	Ducat Token: Offering Price in USD-Pegged Stablecoins

Ducat is an inflation and deflation protected stable token with
unlimited issuance, constrained by algorithms targeting zero
inflation and zero deflation. Ducat is used for pricing goods
and services, daily transactions, accounting, and store of
value. Ducat tokens do not carry rights to participate in
CryptoFed's rulemaking and decision making.

CryptoFed will only sell Ducat via crypto compliant exchanges
for compliant USD-pegged stablecoins. Ducat is designed to
appreciate against the USD by the amount of inflation USD
experiences as measured by the PCE price index. This ensures
Ducat does not experience inflation. The rate of inflation
derived from the PCE price index is used to define the Ducat
Target Equilibrium Exchange Rate against USD-pegged stablecoins
as noted below. "The PCE price index, released each month in the
Personal Income and Outlays report, reflects changes in the
prices of goods and services purchased by consumers in the
United States," published monthly by the Bureau of Economic
Analysis, US Department of Commerce.    As long as goods and
services are priced in Ducat and the Target Equilibrium Exchange
Rate is maintained, the inflation and deflation in Ducat economy
should remain close to zero.

Target Equilibrium Exchange Rate:

Suppose time t is measured in days and m >= 1 stands for months,
then Ducat will be designed to rise against USD according to the
deterministic function every day "t" since Ducat deployment (t=0):

1 Ducat = 1 USD * exp(r_1(t)+r_2(t)+...)

Such that

r_m(t) = r_m * t      if (m-1)*T+1<=t<=m*T
r_m(t) = r_m * m * t  if t>m*T
r_m(t) = 0            if otherwise

r_m = (1/T)*ln(PCEr_m / PCEr_{m-1})
PCEr_0 = PCE_0
T = 365/12

PCEr_m is an estimate of the Personal Consumption Expenditures Price
Index by the end of the month m. The estimate PCEr_m is determined
by an exponential least square fit to a subset of the historical
PCE data released by the Department of Commerce in previous months
m-1,m-2,...etc.

The actual daily exchange rate on crypto exchange markets may
constantly fluctuate around the
Target Equilibrium Exchange Rate, but CryptoFed's open market
operations will ensure the variation will not go beyond a 2%
range of upper and lower bounds. Open market operations are
defined as the buying and selling between Ducat and Locke on
compliant crypto exchanges to maintain the Target Equilibrium
Exchange Rate.

	ii. 	Locke Token: Offering Price in USD Pegged Stablecoins

Locke is a governance token with a maximum authorized finite
number of 10 trillion. Locke are used as utility tokens for open
market operations to stabilize the price of Ducat on a daily
basis, as well as for Locke holders to participate in
CryptoFed's rulemaking and decision making based on the American
CryptoFed DAO Constitution ("CryptoFed Constitution") attached
as Exhibit 1.

For Locke token's price discovery purposes, CryptoFed may
conduct refundable auctions from time to time on compliant
crypto exchanges. Refundable auctions will not start until the
SEC declares this Form S-1 filing is effective. All proceeds in
USD-pegged stablecoins from Locke token auction sales will be
reserved in order to provide refunds upon purchaser request at
the original purchase prices via smart contracts.  Purchasers
refund rights expire if: a) Locke's price surpasses five (5)
times the original purchase price, or b) the original Locke
tokens are sold, or c) Three (3) years passes from the original
time of purchase, whichever comes first. After refund rights
expire, the corresponding proceeds will be transferred to
CryptoFed's USD-pegged stablecoin reserve for Locke buyback
which is an alternative method of refunding. Due to the
refundable nature, the auction prices may not reflect the market
prices for the Locke token. The market price for Locke tokens
will not be known until the secondary market is developed, which
will be affected by the initial allocation and open market
operations.

If the SEC does not agree with CryptoFed's position and
characterizes the Locke and Ducat tokens as securities,
CryptoFed should be able to grant these tokens to service
providers, free of charge, as an equity incentive plan for the
CryptoFed community, pursuant to the CryptoFed Constitution, as
long as these tokens are restricted, untradeable and non-
transferable. By holding the Locke tokens per se, token holders
by definition perform services to CryptoFed, because the
CryptoFed token economy needs a network effect of mass token
holders to overcome the inherent hurdles of collective action.
CryptoFed will grant restricted, untradeable and nontransferable
Locke tokens to municipalities, merchants, banks, crypto
exchanges and individual contributors that are needed to execute
the Ducat Economic Zone plan attached as Exhibit 2. In
anticipation of mass distribution which will quickly surpass the
500-person threshold under Exchange Act Section 12(g), together
with this Form S-1 filing, CryptoFed elects to proactively file
Form 10 and subject itself to the periodic reporting obligations
and subsequently file Form S8 upon the effectiveness of Form 10.
Until the SEC declares CryptoFed's Form S-1 effective, for
clarity, all Locke and Ducat tokens will be restricted,
untradeable and non-transferable.  After the SEC declares
CryptoFed's Form S-1 effective, the CryptoFed service providers
should be able to sell their tokens on the secondary market,
while CryptoFed can also start buying and selling between Locke
and Ducat through open market operations to maintain the Target
Equilibrium Exchange Rate.

B.	The market on which the securities are to be listed.
Locke and Ducat tokens will be listed on compliant crypto
exchanges, which will be decided and reported to the SEC with
Form 8-K filings. No public market for Locke or Ducat tokens
currently exists.

C.	The names of the underwriters.
There is no underwriter in this offering.



D.	Smaller Reporting Company and Emerging Growth Company
CryptoFed is subject to reduced public company reporting
requirements, because it is not only a smaller reporting company
as defined in Rule 12b-2 of the Exchange Act, but also as the
first Decentralized Autonomous Organization (DAO) in the US, an
emerging growth company as that term is used in the Jumpstart Our
Business Startups Act of 2012 (the "JOBS Act").

E.	Risk Factors.
See the section titled "Risk Factors" beginning on page 26 to
read about factors you should consider before buying Locke tokens
and Ducat tokens.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Date of This Prospectus is: _____, 2021










Table of Contents
1.  Summary	13
(1)  Mission	13
(2)  Two Token Economy	13
(a)  Ducat Token	13
(b)  Locke Token	15
(c)  Token Definition	15
(3)  The Offering and the Use of Proceeds	15
(a)  Locke Token Distribution	16
(b)  Ducat Token Distribution	16
(c)  Open Market Operations	17
(d)  The Use of Proceeds	17
(4)  Federal Reserve System vs. CryptoFed	18
(5)  Blockchain Protocol	22
(6)  Banks and Compliant Exchanges as Block Producers	22
(7)  Growth Strategy	23
(8)  Zero Revenue and Zero Cost	24
(a) Revenue	24
(b) Cost	26
2.  Risk Factors	26
(1)  Zero Value of Locke and Ducat	26
(2)  Effects of Government Regulations	26
(3)  Banks and Exchanges	27
(4)  Mass Acceptance by Consumers and Merchants	27
(5)  Zero Revenue and Mass Incentive Giveaway	27
(6)  EOS Blockchain Protocol	27
(7)  Operation of a Decentralized Autonomous Organization (DAO)	27
(8)  Macroeconomic Condition	27
(9)  Economic Theories	28
3.  Use of Proceeds	28
4.  Dividend Policy	28
5.  Capitalization	28
6.  Ratio of Earnings to Fixed Charges	28
7.  Dilution	29
(1)  Locke Token	29
(2)  Ducat Token	29
8.  Selected Financial Data	29
9.  Supplementary Financial Information	29
10. Management's Discussion and Analysis of Financial Condition
and Results of Operations (MD&A) Changes in and Disagreements
with Auditors on Accounting and Financial Disclosure  29
11. Quantitative and Qualitative Market Risk Disclosure	29
(1)  Federal Funds Rate	30
(2)  Open Market Operations	30
(3)  Locke Token Price	30
(4)  USD-Pegged Stablecoin Market	30
(5)  Compliant Crypto Exchanges	31
12. Business	31
13. Management	31
14. Executive Compensation	31
15. Corporate Governance Arrangements	31
16. Related Party Transactions	32
17. Principal and Selling Stockholders/Security Ownership of
Beneficial Owners and
Management Shares Eligible for Future Sale	32
18. Description of Securities Being Offered and Recent Sales of
Unregistered	32
Securities	32
19. Underwriting	33
20. Experts and Legal Counsel	33
21. Financial Statements	33
22. Indemnification	33
23. Undertakings	33
(1)  Ducat Economic Zone Plan	33
(2)  Refundable Locke Auctions	34
(3)  Open Market Operations	34
24. Offering Expenses	34
25. Exhibits and Financial Statement Schedules	34
26. Cautionary Note Regarding Forward-Looking Statements	34
27. Incorporation by Reference	35
28. SIGNATURES	36

You should rely only on the information contained in this
prospectus or contained in any free writing prospectus filed
with the Securities and Exchange Commission, or SEC. CryptoFed
has not authorized anyone to provide any information or to make
any representations other than those contained in this
prospectus or in any free writing prospectuses we have prepared.
CryptoFed will not take 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
prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus. Our
business and prospects may have changed since that date.

For persons outside of the United States: CryptoFed has not done
anything that would permit this offering or possession or
distribution of this prospectus in any jurisdiction where action
for that purpose is required, other than in the United States.
Persons outside the United States who come into possession of
this prospectus must inform themselves about, and observe any
restrictions relating to the distribution of this prospectus
outside of the United States.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled "Prospectus
Summary," and "Risk Factors" contains forward-looking statements
within the meaning of the federal securities laws. These
statements relate to anticipated future events and future
results of operations. In some cases, you can identify forward-
looking statements by terminology such as "may," "might,"
"will," "should," "intends," "expects," "plans," "goals,"
"projects," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the
negative of these terms or other comparable terminology.

These forward-looking statements are only predictions, are
uncertain and involve substantial known and unknown risks,
uncertainties and other factors which may cause our (or our
industry's) actual results, levels of activity or performance to
be materially different from any future results, levels of
activity or performance expressed or implied by these forward-
looking statements. The "Risk Factors" section of this
prospectus sets forth detailed risks, uncertainties and
cautionary statements regarding our business and these forward-
looking statements. Moreover, we operate in a very competitive
and rapidly changing regulatory environment. New risks and
uncertainties emerge from time to time, and it is not possible
for us to predict all of the risks and uncertainties that could
have an impact on the forward-looking statements contained in
this prospectus.

We cannot guarantee future results, levels of activity or
performance. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of
this prospectus. These cautionary statements should be
considered with any written or oral forwardlooking statements
that we may issue in the future. Except as required by
applicable law, including the securities laws of the U.S., we do
not intend to update any of the forward-looking statements to
conform these statements to reflect actual results, later events
or circumstances or to reflect the occurrence of unanticipated
events.





	1. 	Summary

American CryptoFed DAO LLC (CryptoFed) was established on July
1, 2021, by MShift Inc. (MShift). The Organizers are Marian Orr,
Scott Moeller and Xiaomeng Zhou.

Address: 1607 Capitol Ave., Suite 327, Cheyenne, WY 82001
Phone: (307) 206-4210
Website: https://www.americancryptofed.org/

(1) Mission
CryptoFed's mission is to create and maintain a monetary system
with zero inflation, zero deflation and zero transaction costs.

(2) Two Token Economy
To accomplish its mission, CryptoFed has designed a two-token
economy and issues two utility tokens called Ducat and Locke
respectively.

	(a) 	Ducat Token

Ducat is an inflation and deflation protected stable token with
unlimited issuance, constrained by algorithms targeting zero
inflation and zero deflation. Ducat is used to price goods and
services, for daily transactions, accounting and as a store of
value. CryptoFed utilizes both fiscal policy tools and monetary
policy tools to provide benefits to Ducat users and adjusts the
incentive ranges detailed below to influence users' economic
behaviors in order to stabilize Ducat.
-	Fiscal Policy tools are defined as rewards paid to
consumers at a range of 5.5% -12% for making purchases
using Ducat and rewards paid to merchants for accepting
Ducat at a range of 1% - 4%.
-	Monetary Policy tools are defined as interest paid to all
Ducat holders with a target range of 3% - 5%, but that
rate can be raised as high as necessary to deter
inflation.
-	Ducat is designed to appreciate against the US dollar
(USD) by the amount of inflation USD experiences as
measured by the US Department of Commerce PCE price
index. This ensures the Ducat does not experience
inflation. The rate of inflation is derived from the PCE
price index to define the Ducat Target Equilibrium
Exchange
Rate against USD. "The PCE price index, released each
month in the Personal
Income and Outlays report, reflects changes in the prices
of goods and services purchased by consumers in the
United States," published monthly by the Bureau of
Economic Analysis, US Department of Commerce.    As long
as goods and services are priced in Ducat and the Target
Equilibrium Exchange Rate is maintained, the inflation
and deflation in Ducat economy should remain close to
zero.

Target Equilibrium Exchange Rate:
Suppose time t is measured in days and m >= 1 stands for months,
then Ducat will be designed to rise against USD according to the
deterministic function every day "t" since Ducat deployment (t=0):

1 Ducat = 1 USD * exp(r_1(t)+r_2(t)+...)

Such that

r_m(t) = r_m * t      if (m-1)*T+1<=t<=m*T
r_m(t) = r_m * m * t  if t>m*T
r_m(t) = 0            if otherwise

r_m = (1/T)*ln(PCEr_m / PCEr_{m-1})
PCEr_0 = PCE_0
T = 365/12

PCEr_m is an estimate of the Personal Consumption Expenditures Price
Index by the end of the month m. The estimate PCEr_m is determined
by an exponential least square fit to a subset of the historical
PCE data released by the Department of Commerce in previous months
m-1,m-2,...etc.

The actual daily exchange rate on crypto exchange markets may
constantly fluctuate around the
Target Equilibrium Exchange Rate, but the CryptoFed's open
market operations will ensure the variation will not go beyond a
2% range of upper and lower bounds. Open market operations are
defined as the buying and selling between Ducat and Locke on
compliant crypto exchanges to maintain the Target Equilibrium
Exchange Rate.
	(b) 	Locke Token

Locke is a governance token with a maximum authorized finite
number of 10 trillion. Locke is used to stabilize the market
price of Ducat and for Locke holders to participate in network
rulemaking and decision making.
-	Locke tokens make CryptoFed's network rules under which
Ducat operates. Locke tokens participate in network
rulemaking and decision making based on the CryptoFed
Constitution.
-	Locke tokens are also used as utility tokens for open
market operations to stabilize the market price of Ducat
on a daily basis.
	(c) 	Token Definition
A token is defined per the description in the Token Safe Harbor
Proposal 2.0 published by the SEC commissioner Hester Peirce :

	A Token is a digital representation of value or rights,

(i) that has a transaction history that:
(A)	is recorded on a distributed ledger, blockchain, or other
digital data structure;
(B)	has transactions confirmed through an independently
verifiable process; and
(C)	cannot be modified;

(ii)	that is capable of being transferred between persons
without an intermediary party;            and

(iii)	that does not represent a financial interest in a
company, partnership, or fund, including an ownership or
debt interest, revenue share, entitlement to any interest or
dividend payment.

(3) The Offering and the Use of Proceeds

This prospectus is a part of a registration statement on Form S-
1 that we are filing with the SEC using a "shelf" registration
or continuous offering process. Under this shelf registration,
Locke and Ducat tokens will be distributed on an ongoing basis,
according to CryptoFed monetary policy, fiscal policy and open
market operations as discussed throughout this Form S-1 filing
and the Form 10 filing.  The on-going distribution of Locke and
Ducat tokens will be guided by Machine Learning and CryptoFed's
Linear Quadratic Gaussian (LQG) controller to achieve
CryptoFed's mission: A monetary system with zero inflation, zero
deflation and zero transaction costs. Additionally, we may
provide a prospectus supplement to add, update or change
information contained in, this prospectus after consulting with
SEC staff.
	(a) 	Locke Token Distribution
The total finite offering of Locke tokens is 10 trillion.

Initially, free of charge, out of the total maximum authorized
finite number of 10 trillion Locke tokens, 25% will be reserved
for MShift as the founding organization, 10% for merchants, 10%
for contributors other than merchants, 10% for refundable
auctions on crypto exchanges for price discovery, 5% for R&D and
40% will be exclusively reserved for the purpose of open market
operations. All allocated Locke tokens will not be minted until
they are distributed. The details of the distribution are
outlined in the "Initial Locke Allocation" section of the
CryptoFed Constitution.

The refundable Locke auctions are discussed in this summary
section under the title "Zero Revenue and Zero Costs".  Due to
the refundable nature, the auction prices may not reflect the
market prices for the Locke token. The actual market price will
not be known until the secondary market is developed, which will
be affected by the initial Locke allocation and open market
operations.

	(b) 	Ducat Token Distribution.
The total offering of Ducat tokens is unlimited and unknown.

The money supply is driven by CryptoFed's mission to create and
maintain a monetary system with zero inflation, zero deflation
and zero transaction costs, requiring monetary policy, fiscal
policy, open market operations and compensation to blockchain
block producers and other necessary contributors.
-	Fiscal policy tools are defined as rewards paid to
consumers by CryptoFed at a range of 5.5% -12% for making
purchases using Ducat and rewards paid to merchants for
accepting Ducat at a range of 1% - 4%.
-	Monetary policy tools are defined as interest paid to all
Ducat holders by CryptoFed targeted at a range of 3% -
5%,  but the rates can be raised as high as necessary to
deter inflation.

1 Ducat = 1 USD * exp(r_1(t)+r_2(t)+...)

	(c) 	Open Market Operations
CryptoFed has open market operations similar to the Fed to
maintain the Target Equilibrium
Exchange Rate between Ducat and USD. "Traditionally, the Fed's
most frequently used monetary policy tool was open market
operations. This consisted of buying and selling U.S. government
securities on the open market, with the aim of aligning the
federal funds rate with a publicly announced target set by the
FOMC. The Federal Reserve Bank of New York conducts the Fed's
open market operations through its trading desk."

CryptoFed's open market operations is the buying and selling
between Locke and Ducat, while the Fed's open market operations
is the buying and selling between U.S. government securities and
USD. Through open market operations, Locke and Ducat will be
routinely distributed and bought back. The offering price will
be the Target Equilibrium Exchange Rate between Ducat and USD
within a 2% range of upper and lower bounds.

	(d) 	The Use of Proceeds

All proceeds will only be held in USD-pegged stablecoins and
must be used to buy back Locke tokens via compliant crypto
exchanges. No proceeds can be used for any other purpose.
CryptoFed uses the USD-pegged stablecoin proceeds to buy back
Locke whenever Locke's price falls 3% below its previous price
in a 24-hour period or falls 5% below its previous price in a
1hour period. Whenever the Locke's price falls 30% below its
previous price in a 24-hour period, CryptoFed has the authority
to use all the CryptoFed USD-pegged stablecoin reserve to buy
back Locke tokens.
(4) Federal Reserve System vs. CryptoFed
"History is largely inflation engineered by government." "I am
in complete agreement with Professor Friedman on the
inevitability of inflation under the existing political and
financial institutions".  However, the gold standard, which
limited government control over money supply, resulted in
deflation. "The length and depth of the deflation during the
late 1920s and early1930s strongly suggest a monetary origin,
and the close correspondence (across both space and time)
between deflation and nations' adherence to the gold standard
shows the power of that system to transmit contractionary
monetary shocks."

The Industrial Revolution around the mid-18th century was a
turning point to accelerate economic growth and required an
expanding and flexible money supply. Monetary gold supply and
production was not sufficient or flexible enough to meet the
demand. President Roosevelt in 1933 was forced to abandon the
gold standard domestically and again President Nixon in 1971
internationally. After over 2,000 years' service, gold was
formally retired as money.

Monetary systems controlled by human governments inevitably lead
to inflation, while the gold standard with less human control
led to deflation due to lack of flexibility in monetary gold
supply and production. Facing this dilemma, human civilization
has been in search of a new

monetary system for more than half a century since the collapse
of the Bretton Woods System in 1971.  The cryptocurrency
movement is part of this search, but to date all
cryptocurrencies without exception have established money supply
mechanisms independent of real-world economics with no
flexibility. For example, Bitcoin's money supply mechanism is
independent of government control, but like gold, is not
flexible enough to meet growing demand. If Bitcoin were adopted
as a monetary system, like the gold standard, it would cause
deflation.

Fortunately, CryptoFed has succeeded in innovating a monetary
system both independent of human and government control and
flexible enough to meet the demand of a growing economy.
CryptoFed fundamentally differentiates from government run
central banks in the following aspects.



The Fed vs. CryptoFed

Comparison Items:

Native Stable Token:
	- The FED: US Dollar (USD)
	- CryptoFed: Ducat

Stable Token Inflation Target:
	- The Fed: 2%
	- CryptoFed: 0%

Transaction Costs:
	-The Fed: Varies according to providers
	- CryptoFed: 0%

Money Supply Mechanism for Putting Money into Circulation:
	-The Fed: Adjusting Federal Funds Rate to influence
commercial bank lending expansion or contraction is dependent
on banks to take action.
	- The CryptoFed: Adjusting interest paid to Ducat
holders at a range of 3%-5% to directly influence their
spending and saving

Impact of Accumulation Debt on Money Supply Function:
	-The Fed: The burden of existing loan repayments has
reached a level that even with a low interest rates close to zero,
borrowers are unable to meet lender criteria to secure additional
loans, hindering the Fed's Money supply mechanism.
	- CryptoFed: CryptoFed's giveaway money supply mechanism
is independent of debt accumulation in the Ducat economy.

Stable Prices Mandate: Inflation Control
	-The Fed: Due to the increase of aggregate debt
accumulation, the Federal Reserve has completely lost the
capacity to raise the Federal Funds Rate to control inflation.
An interest rate increase will bankrupt a lot of existing borrowers,
leading to an economic and financial crisis. The Federal Funds Rate
has stayed around zero since 2009.
	-CryptoFed: CryptoFed can increase interest rates as high as
necessary to deter inflation.

Maximum Employment Mandate: Fiscal Policy Tools to Generate Effective
Demand:
	-The Fed: Not available to the Fed. Fiscal spending budget
authority, including issuing government securities belongs to the US
Congress.
	-CryptoFed: CryptoFed can aggressively pursue maximum
employment by generating effective demand through directly providing
rewards to consumers at a range of 5.5% -12% and rewards to merchants
at a range: 1% - 4%.

Native Non-Stable Token:
	-The Fed: Government securities issued by Department of
Treasury, over which the Fed does not have authority.
	-CryptoFed: Locke Governance tokens

Open Market Operations - Buying and Selling between Native Stable
Token and Native Non-Stable Token:
	-The Fed: Through buying and selling between USD and
government securities, the Fed can maintain the target Federal Funds
Rate. Currently, to reduce the repayment costs of debt accumulation
in the USD economy, the Fed must keep the Federal Funds Rate close
to zero by buying more and more government securities, which will
end up financing more and more government debt, leading to inflation.
However, the Fed cannot raise interest rates to curb inflation,
because higher interest rates will bankrupt many existing borrowers,
leading to a financial crisis. The Fed has entered into a
self-destructive cycle and has no way out. The money supply mechanism
through lending has failed to establish a virtuous cycle between
lending and loan repayments to perpetuate the Federal Reserve System.
	-CryptoFed: Through buying and selling between Ducat and Locke,
CryptoFed can maintain the Target Equilibrium Exchange Rate:

1 Ducat = 1 USD * exp(r_1(t)+r_2(t)+...)

The benefits Ducat provides (high rewards rate, high interest rate,
zero inflation, zero transaction costs) will generate more and more
demand for Ducat, which in turn leads to more Ducat selling and Locke
buying. Higher Locke prices proportionate to Ducat will enhance the
capacity to handle any unexpected economic crisis of mass Ducat selling.
The money supply mechanism through giveaway incentives can establish a
virtuous cycle between giveaway incentives and economic growth to
perpetuate the CryptoFed monetary system.

Automation and Decentralization:
	-The Fed: The Fed does not have control of fiscal policy which
generates government securities for Open Market Operations. The Fed
depends on commercial bank's willingness to lend even if the Federal
Funds Rate is close to zero. Simply put, the existing settings of
political and financial institutions makes it impossible for Fed to
have a full control to automate money supply process.
	-CryptoFed: CryptoFed has full control of its monetary and
fiscal policy tools. Ducat rewards rate and interest rate can be
adjusted and optimized mathematically via Machine Learning. Open Market
Operations can be optimized automatically by CryptoFed's Linear
Quadratic Gaussian (LQG) controller. Automation makes it possible to
reduce human intervention, leading to decentralization.

(5) Blockchain Protocol
Bitcoin solved the double spending issue. Ethereum innovated
smart contracts to manage human contractual relationships via
immutable blockchains. EOS Protocol achieved zero transaction
fees, flexibility, scalability, and speed needed to handle
everyday consumer transactions. "To build an enterprise-grade
financial product using blockchain with high scalability, low
latency and zero transaction fee, EOS was our choice."   EOS is
an open-source protocol which enables CryptoFed to build its own
CryptoFed Blockchain (as an EOS sisterchain).

For trading purposes only, Ducat and Locke tokens can be issued
using the Ethereum protocol, but Locke and Ducat ERC-20 tokens
will be phased out in the long run.

(6) Banks and Compliant Exchanges as Block Producers
All individuals and business entities are required to open an
account at a CryptoFed participating bank, compliant crypto
exchange or organization that complies with Know Your Customer

(KYC), Anti-Money Laundering (AML) and money transmitter
regulations. These participating banks, exchanges and
organizations will serve as the trusted block producers of
CryptoFed's
Blockchain, certify and publish CryptoFed's Group Treasury funds
under their management for transparency purposes, issue
CryptoFed co-branded wallets bearing their name that can be used
by individuals or entities to hold and transact in Ducat and
Locke.

The co-branded wallet issuers will be paid 0.50 Ducat by
CryptoFed for every purchase transaction made in Ducat made
through their co-branded wallet. Furthermore, an amount equal to
10% of the total interest paid by CryptoFed to Ducat holders
will be paid by CryptoFed to cobranded wallet issuers. This
compensation in Ducat is equivalent to mining revenue.

In the long run, to further decentralize the CryptoFed
Blockchain, all private entities which currently process
personal information during their ordinary course of business,
have expertise in KYC /AML and money transmitter regulations,
and are already required to protect personal information, can
serve as block producers. These entities include, but are not
limited to, banks, credit unions, universities, insurance
companies, airlines, pharmacies, utility companies, retail
merchants issuing private card programs, etc.


(7) Growth Strategy
Once CryptoFed simultaneously files this Form S-1 and the Form
10, it will start executing the Ducat Economic Zone Plan
attached as Exhibit 2. Locke tokens will be distributed to
municipalities, merchants, banks, crypto exchanges and other
contributors, including both individuals and entities as if they
were part of the CryptoFed Equity Incentive Plan. Legal persons
must have assets of more than $5 million USD. Within one week of
the effectiveness of CryptoFed's Form 10 filing, CryptoFed will
file Form S-8 and make the CryptoFed Equity
Incentive Plan and the Form S-8 disclosure  available to all
CryptoFed contributors. By holding Locke tokens, the recipients
by definition contribute to the CryptoFed monetary system,
because the CryptoFed token economy depends on mass adoption to
generate a network effect and overcome the hurdles of collective
action. All Locke tokens distributed will be restricted and
untradeable until this Form S-1 filing is declared effective by
the SEC. No Ducat token can be issued until the market price of
Locke tokens reaches $0.10 USD per token daily for a consecutive
one-month period, which then enables CryptoFed to have
sufficient Locke value to stabilize Ducat at its Target
Equilibrium Exchange Rate.

The incentives built into the Ducat Economic Zone Plan in the
form of fiscal policies and monetary policies will serve to grow
the CryptoFed monetary system organically, while working toward
stabilizing the Target Equilibrium Exchange Rate.
(8) Zero Revenue and Zero Cost
CryptoFed does not have revenue, nor does it possess any USD
fiat bank accounts. CryptoFed's mission is to maintain zero
inflation and deflation of Ducat with zero transaction costs by
adjusting the money supply of its two native tokens, Locke and
Ducat, through a giveaway business model. There is no revenue
earning function or operation incorporated into CryptoFed.
All functions, mechanisms and operations are designed to achieve
CryptoFed's giveaway business model effectively and
automatically.  There is no way for CryptoFed to earn any
revenue in fiat, including USD. Given that CryptoFed has no
revenue forever, the only way it can survive is to ensure that
it does not have any costs either.  Fortunately, CryptoFed's
zero cost operations can be achieved by using its own native
tokens, just as the Bitcoin Blockchain and Ethereum Blockchain
have both demonstrated by incentivizing their miners with their
own native tokens of BTC and ETH.

	(a) 	Revenue
(i)	Locke Token Proceeds in USD-Pegged Stablecoins

CryptoFed grants Locke tokens, free of charge, to service
providers as compensation, including both individuals and
entities.  However, for price discovery purposes, CryptoFed may
conduct refundable auctions from time to time via compliant
crypto exchanges. Refundable auctions will not start until
CryptoFed's Form S-1 filing is declared effective by the SEC.
Proceeds in USD pegged stablecoins from these token sales are
reserved and used for refunding Locke, in order to allow
purchasers to request full refunds at the original purchase
prices via smart contracts.
Purchasers refund rights expire if: a) Locke's price surpasses
five (5) times the original purchase price, or b) the original
Locke tokens are sold, or c) Three (3) years passes from the
original time of purchase, whichever comes first. After the
refund rights of purchasers expires, the proceeds must be used
to buy back Locke tokens on compliant exchanges, which is
another method of refunding the proceeds back to the Locke token
holders. No proceeds can be used for other purposes. As a
result, CryptoFed cannot book any proceeds from Locke auctions
as revenue.
(ii)	Ducat Token Proceeds in USD-Pegged Stablecoins
Ducat sales and distribution will not start until CryptoFed's
Form S-1 filing is declared effective by the SEC and Locke
reaches a market price of $0.10 USD per token on compliant
crypto exchanges. Paid by CryptoFed, people and entities can
earn Ducat interest (3% - 5%) by holding Ducat, earn Ducat
rewards for purchase transactions (5.5% - 12%) and merchants
earn transaction revenue (1% - 4%) for every consumer purchase.
Contributors, wallet issuers and block producers also earn Ducat
from CryptoFed. People and entities can purchase Ducat from
CryptoFed on compliant crypto exchanges, but the proceeds must
be preserved in the CryptoFed USD-pegged stablecoin reserve for
token redemption purposes.

Ducat holders use Ducat to buy goods and services at
participating merchants, which in turn will convert Ducat back
to USD on compliant exchanges for redemption. Because CryptoFed
gives away Ducat tokens, free of charge, to individuals or
entities as rewards and interest in the range of 10 % - 20%
additional Ducat over the amount of Ducat purchased, CryptoFed
must continually buy back Ducat tokens on compliant exchanges
via open market operations to maintain the Target Equilibrium
Exchange Rate between Ducat and USD below.

1 Ducat = 1 USD * exp(r_1(t)+r_2(t)+...)

CryptoFed uses Locke tokens to conduct the Ducat buyback. In
order to enable Locke to buy back Ducat on an ongoing basis, all
proceeds must be transferred to CryptoFed's USD-pegged
stablecoin reserve for Locke buyback so that Ducat holders can
always redeem Ducat at the Target Equilibrium Exchange Rate
between Ducat and USD. No proceeds can be used for other
purposes. As a result, CryptoFed cannot book any proceeds from
Ducat sales as revenue. Below is the redemption flow.

 Purchaser => Ducat => Merchant => Ducat => Exchange => USD =>
Merchant
CryptoFed => USD-pegged stablecoin proceeds => Locke buyback =>
Ducat buyback
	(iii) 	Transaction Fees
CryptoFed does not charge any transaction fees.
	(b) 	Cost
Bitcoin Blockchain gives its native token Bitcoin (BTC) to
miners who in turn add blocks to the Bitcoin network and help
maintain the network. Ethereum Blockchain has a similar
mechanism.
Both Bitcoin and Ethereum Blockchains do not have their own
cost, although the miners' operations have revenue and costs.

Similarly, both Locke and Ducat tokens are native tokens of the
CryptoFed Blockchain.  CyptoFed grants these Locke and Ducat
tokens to contributors (equivalent to miners) who in turn help
generate these tokens and maintain the CryptoFed Monetary
System. Contributors in the CryptoFed Monetary System are
broadly defined as those persons or entities who receive Locke
or Ducat tokens from CryptoFed to perform functions needed for
CryptoFed's mission. As a result, CryptoFed does not have costs.

As the founding organization, MShift will cover CryptoFed
operating costs until December 31, 2021. The costs are one time
setup expenses which will no longer continue for the ongoing
operation of CryptoFed. From January 1, 2022, CryptoFed will
completely operate as a token economic DAO without fiat
currency. If regulatory agencies do not accept Ducat or Locke as
payment for their filing fees, MShift may have to cover the
filing fees in USD to fulfil ongoing reporting obligations,
until CryptoFed establishes smart contracts to outsource the
routine filings to vendors who are willing to accept Locke or
Ducat tokens as payment.

	2. 	Risk Factors
(1) Zero Value of Locke and Ducat
Locke and Ducat tokens may have no value. CryptoFed's monetary
system depends on Locke's value reaching $0.10 USD before
launching Ducat. However, there is no guarantee that Locke or
Ducat token will have any value.

(2) Effects of Government Regulations
By replacing the Fed's lending money supply mechanism with the
CryptoFed's giveaway money supply mechanism, the Ducat economy
presents a viable alternative to avoid the Fed's fractional
reserve banking and the necessity of FDIC. The reactions from
federal and state regulators are unknown.

(3) Banks and Exchanges
Banks and exchanges complying with Know Your Customer (KYC),
Anti-Money Laundering (AML) and money transmission regulations
issue CryptoFed co-branded wallets, similar to co-branded credit
cards. All persons and entities must acquire wallets from these
banks or exchanges. but the number of  banks and exchanges that
will work or continue working with CryptoFed is unknown.

(4) Mass Acceptance by Consumers and Merchants
CryptoFed is a monetary system which depends on mass acceptance
by consumers and merchants.
However, there is no guarantee that mass acceptance by consumers
and merchants can be achieved.

(5) Zero Revenue and Mass Incentive Giveaway
CryptoFed does not have revenue, yet gives away mass incentives.
This business model is new and may not work as intended.

(6) EOS Blockchain Protocol
"To build an enterprise-grade financial product using blockchain
with high scalability, low latency and zero transaction fee, EOS
was our choice." The article "Why we built our blockchain
business on EOS instead of Ethereum" provides a great testimony.
However, EOS has not yet been tested in a large scale deployment
across the retail industry.

(7)  Operation of a Decentralized Autonomous Organization (DAO)
CryptoFed will not only decentralize and automate a monetary
system, but also decentralize and automate
itself. As the first DAO legalized in the US, CryptoFed is
equivalent to making "mission impossible" possible.

(8) Macroeconomic Condition
To be successful, CryptoFed needs the fundamental macroeconomic
condition that fiat currencies of the major central banks, such
as the US, EU and Japan, maintain zero nominal interest and
negative real interest. This condition has held for more than 10 years,
but there is no guarantee that this condition will continue to
hold.

(9) Economic Theories
CryptoFed's economic theories mainly depend on the combination,
integration, and reconciliation of the economic theories of
Keynes and Hayek.  However, the debate between these two schools
of economic thought has been ongoing without resolution since
1930. There is no guarantee that CryptoFed's understanding of
economics is correct.  "The debate about the validity of their
economics remains open. It hinges on the question of the extent
to which full employment is the normal or strong tendency of a
decentralized system. Hayek thought it was; Keynes thought it
wasn't. Both could appeal to the facts to support them. Hayek
could point out that the capitalist market economy had been the
major factor in lifting the world out of poverty and reducing
violence, Keynes to the fact that it achieved full employment
only in 'moments of excitement'; that its progress was
punctuated by crashes which periodically threw millions out of
work; and that the capitalist era had witnessed two of the most
devastating wars in history."


	3. 	Use of Proceeds
All proceeds from Locke token auction sales will be used to
refund or buy back Locke. All proceeds from Ducat token sales
will be used for redemption. No proceeds will be used for any
other purposes. Please see "Section 1. Summary " above.

	4. 	Dividend Policy
There are no dividends for Locke or Ducat tokens.

	5. 	Capitalization
CryptoFed's capitalization does not exist, because it does not
have short-term or long-term liabilities, or stockholder equity.
CryptoFed does not have any revenue or costs. Please see
"Section 1. Summary " above.

	6. 	Ratio of Earnings to Fixed Charges

CryptoFed does not have any revenue or costs. Please see
"Section 1. Summary " above.

	7. 	Dilution
(1) Locke Token
As of September 1, 2021, out of a maximum authorized finite
number of 10 trillion Locke tokens, less than 0.2% has been
granted or promised to less than 15 people, free of charge.
Locke token holders should always calculate their holding at a
fully diluted basis with a maximum authorized issuance of 10
trillion.
(2) Ducat Token
Ducat is an inflation and deflation protected stable token with
unlimited issuance. Dilution does not apply to the Ducat token.

	8. 	Selected Financial Data
CryptoFed was established on July 1, 2021, as the first legally
recognized DAO in the US. There are no transactions on the
CryptoFed Blockchain yet. All transactions will be recorded on
the CryptoFed Blockchain once Locke and Ducat tokens are
launched after the SEC declares this CryptoFed's Form S-1 filing
is effective. Furthermore, CryptoFed has a giveaway business
model which does not have any revenue, costs or corresponding
financial information. Please see the "Section 1. Summary"
above.

	9. 	Supplementary Financial Information
CryptoFed has a giveaway business model which does not have any
revenue, costs or corresponding financial information. Please
see "Section 1. Summary " above.

	10. 	Management's Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) Changes in and
Disagreements with Auditors on Accounting and Financial Disclosure
No accounting or audit is needed because CryptoFed does not have
any revenue or costs. Please see "Section 1. Summary " above.

	11. 	Quantitative and Qualitative Market Risk Disclosure
As a smaller reporting company (as defined in Rule 12b-2 of the
Exchange Act), CryptoFed is not required to provide the
information called for by Item 304 of Regulation S-K. However,
CryptoFed wants to emphasize not only the high-risk nature of
the crypto markets in general, but also the inherent risks
associated with Locke and Ducat tokens in particular.
(1) Federal Funds Rate
If the Fed raises the Federal Funds Rate to 5%, the entire
landscape in terms of competition of monetary systems may
change. Fiat holders may no longer search for new currencies and
inflation in fiat may no longer be an issue.
(2) Open Market Operations
CryptoFed's buying and selling between Locke and Ducat is
important to maintain the Target Equilibrium Exchange Rate
between Ducat and USD to achieve zero inflation and deflation of
the Ducat economy. A deep crypto market for both Locke and Ducat
are needed for CryptoFed's open market operations to function
well, but there is no guarantee that it can be achieved.
(3) Locke Token Price
Ducat tokens will not launch until the price of Locke Tokens
reaches a minimum value of $0.10
USD per token for a consecutive one-month period. There is no
guarantee that this will happen.  CryptoFed uses USD-pegged
stablecoin proceeds held in reserve to buy back Locke whenever
the Locke's price falls 3% below its previous price for a 24-
hour period or falls 5% below its previous price for a 1-hour
period. Whenever the Locke's price falls 30% below its previous
price for a 24-hour period, CryptoFed has the authority to use
all its CryptoFed USD-pegged stablecoin reserves to buy back
Locke tokens. If the CryptoFed USD-pegged stablecoins reserve is
depleted, the Locke token market price may have a risk of free
fall.
(4) USD-Pegged Stablecoin Market
CryptoFed does not hold any fiat bank accounts at any financial
institution and depends on the
USD-pegged stablecoin market to execute its open market
operations to maintain the Target Equilibrium Exchange Rate and
achieve its mission of zero inflation and zero deflation.
However, there is no guarantee that the USD-pegged stablecoin
market will continue growing sufficiently to meet the demand for
CryptoFed open market operations.
(5) Compliant Crypto Exchanges
CryptoFed depends on compliant crypto exchanges to conduct open
market operations to maintain the Target Equilibrium Exchange
Rate. However, there is no guarantee that the number and trading
volume of compliant crypto exchanges will sufficiently meet the
demand for CryptoFed open market operations.
	12. 	Business

Please see the active EDGAR hyperlink to Form 10 registration
statement filed in conjunction with this Form S-1 that includes
the full discussion of the general development of CryptoFed's
business at "Item 1: Business".
https://www.sec.gov/Archives/edgar/data/1881928/000188192821000001
/0001881928-21-000001-index.htm

	13. 	Management
There is no hierarchy, such as an executive branch, board of
directors, or advisory board at  CryptoFed. CryptoFed will be
decentralized to the extent that a Chief Executive Officer (CEO)
is no longer needed within three years. For the time being, the
current CEO is a symbolic position held by Marian Orr, to
communicate with regulators, together with MShift, because
regulators, such as the SEC, may require contact people and the
founding company to be responsible for document filing.

Below is Marian Orr's brief experience prior to joining
CryptoFed. Marian Orr was sworn in as
Cheyenne's first female Mayor on January 3, 2017. Marian was a
successful lobbyist for over 20 years. Marian was active behind
the scenes in promoting ground-breaking legislation in Wyoming
to recognize a new digital economy with the first two Special
Purpose Depository Institution choosing Cheyenne as their home.
	14. 	Executive Compensation
Marian Orr, CEO and one of the three organizers of American
CryptoFed DAO, is on MShift's payroll with annual salary
$150,000 USD, and has been promised 2 billion Locke tokens which
cannot be sold below $ 0.05 USD per Locke token.
	15. 	Corporate Governance Arrangements
There are no board of directors or related board committee
(audit committee, board compensation committee and board
nominating committee). The CryptoFed Constitution attached as
Exhibit 1 is the governance arrangement which clearly defines
the rights of the governance framework and the rights of the
Locke governance token.
	16. 	Related Party Transactions
MShift is the sole member of American CryptoFed DAO LLC. Out of
the total maximum authorized finite number of 10 trillion Locke
tokens, 25% will be reserved for MShift as the founding
organization. Out of the total 25% allocated to MShift, 1/5th of
this allocation (5% of the total) will be used to maintain,
defend and protect the intellectual property which will be
permanently, exclusively, and irreversibly licensed to
CryptoFed, free of charge.

Scott Moeller, MShift CEO, and one of the three organizers of
American CryptoFed DAO LLC, works voluntarily without salary.
His Locke token grant from MShift's 25% initial allocation
outlined in the CryptoFed Constitution will be decided after
CryptoFed's Form S -1 filing.

Xiaomeng Zhou, COO, MShift Inc. and one of the three organizers
of American CryptoFed
DAO LLC, works voluntarily without salary. His Locke token grant
from MShift's 25% initial allocation outlined in the CryptoFed
Constitution will be decided after CryptoFed's Form S -1 filing.
	17. 	Principal and Selling Stockholders/Security
Ownership of Beneficial Owners and Management Shares Eligible
for Future Sale

Marian Orr, CEO and one of the three organizers of American
CryptoFed DAO LLC, has been promised 2 billion Locke tokens
which cannot be sold below $0.05 USD per Locke token.

After this Form S-1 filing and Form 10 filing, CryptoFed will
allocate the Locke tokens based on its Ducat Economic Zone Plan
attached as Exhibit 2. CryptoFed will file two-Form 8-K to
provide update November 15, 2021, and December 31, 2021,
respectively.
	18. 	Description of Securities Being Offered and
Recent Sales of Unregistered Securities

CryptoFed has not formally started executing the initial
allocation plan of the Locke token outlined in the CryptoFed
Constitution yet. As of September 14, 2021, out of a maximum
authorized finite number of 10 trillion Locke tokens, less than
0.2% has been granted or promised to less than 15 people as
service providers, free of charge. Voting rights are defined in
the CryptoFed Constitution. There are no liquidation rights,
conversion rights, dividend rights, redemption rights or change
of control provision. The granted Locke tokens are restricted,
untradeable and cannot be sold below $ 0.05 USD or $0.10 USD per
Locke token. None of these tokens have been minted yet. Most
Locke token grant agreements have not been formalized yet.
CryptoFed will formalize the Locke token grant agreements and
file a Form 8-K to provide an update to the SEC by November 16,
2021.
	19. 	Underwriting
There is no underwriter.
	20. 	Experts and Legal Counsel
There are no hired experts, accounting firms or law firms
involved in this Form S-1 filing.
	21. 	Financial Statements
CryptoFed has a giveaway business model which does not have any
revenue, costs or corresponding financial information. Please
see "Section 1. Summary " above.
	22. 	Indemnification
There is no indemnification agreement or provisions relating to
directors, officers, and controlling persons of CryptoFed
against liability arising under the Securities Act.
	23. 	Undertakings
(1) Ducat Economic Zone Plan
After this Form S-1 filing and the Form 10 filing, CryptoFed
will allocate Locke tokens based on its Ducat Economic Zone Plan
attached as Exhibit 2. Within one week of the effectiveness of
CryptoFed's Form 10 filing, CryptoFed will file Form S-8 and
make it available to all CryptoFed contributors. CryptoFed will
file Form 8-K to provide updates accordingly.
(2) Refundable Locke Auctions
Refundable Locke token auctions as described in "Section 1.
Summary" will not start until this Form S-1 is declared
effective by the SEC. CryptoFed will file two-Form 8-K to
provide updates accordingly.
(3) Open Market Operations
CryptoFed will conduct open market operations on a daily basis
which will change the supply of Locke and Ducat tokens overtime.
CryptoFed would like to discuss with the SEC as to how to best
report the related financial activities. Locke and Ducat
transactions will be fully transparent on the CryptoFed
Blockchain.
	24. 	Offering Expenses
      There are no offering
expenses
	25. 	Exhibits and Financial Statement Schedules
No financial statements exist because CryptoFed does not have
any revenue or costs. Please see
"Section 1. Summary" above.

Exhibit 1: American CryptoFed DAO Constitution
Exhibit 2: Ducat Economic Zone Plan
Exhibit 3: American CryptoFed DAO Formation Certificate

	26. 	Cautionary Note Regarding Forward-Looking Statements

This prospectus, including the sections entitled "Prospectus
Summary," and "Risk Factors" contains forward-looking statements
within the meaning of the federal securities laws. These
statements relate to anticipated future events and future
results of operations. In some cases, you can identify forward-
looking statements by terminology such as "may," "might,"
"will,"
"should," "intends," "expects," "plans," "goals,"
"projects," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of
these terms or other comparable terminology.

These forward-looking statements are only predictions, are
uncertain and involve substantial known and unknown risks,
uncertainties and other factors which may cause our (or our
industry's) actual results, levels of activity or performance to
be materially different from any future results, levels of
activity or performance expressed or implied by these forward-
looking statements. The "Risk Factors" section of this
prospectus sets forth detailed risks, uncertainties and
cautionary statements regarding our business and these forward-
looking statements. Moreover, we operate in a very competitive
and rapidly changing regulatory environment. New risks and
uncertainties emerge from time to time, and it is not possible
for us to predict all of the risks and uncertainties that could
have an impact on the forward-looking statements contained in
this prospectus.

We cannot guarantee future results, levels of activity or
performance. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of
this prospectus. These cautionary statements should be
considered with any written or oral forwardlooking statements
that we may issue in the future. Except as required by
applicable law, including the securities laws of the U.S., we do
not intend to update any of the forward-looking statements to
conform these statements to reflect actual results, later events
or circumstances or to reflect the occurrence of unanticipated
events.

	27. 	Incorporation by Reference

Please see the active EDGAR hyperlink to Form 10 registration
statement filed in conjunction with this Form S-1.
https://www.sec.gov/Archives/edgar/data/1881928/000188192821000001
/0001881928-21-000001-index.htm


	28. 	SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of  Cheyenne,  State of  Wyoming, on
September 15 ,  2021.

American CryptoFed DAO LLC
(Registrant)

Marian Orr, CEO, Marian Orr
By (Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.

Scott Moeller
   (Signature)
MShift Inc.
(Sole Member of American CryptoFed
DAO LLC) CEO,  Scott
Moeller
(Title and Print
Name) September 15,
2021
(Date)

Xiaomeng Zhou
   (Signature)
MShift Inc.
(Sole Member of American CryptoFed DAO LLC)
COO, Xiaomeng Zhou
(Title and Print Name
) September 15, 2021
(Date)

  https://www.bea.gov/data/personal-consumption-expenditures
-price-index
  https://www.sec.gov/news/public-statement/peirce-statement
-token-safe-harbor-proposal-2.0
  What is the Fed: Monetary Policy, https://www.frbsf.org
/education/teacher-resources/what-is-thefed/monetary-policy/
  F. A. Hayek (Nobel Laureate 1974), 1976, Denationalization
of Money, page 33, 84,
https://cdn.mises.org/Denationalisation%20of%20Money%20
The%20Argument%20Refined_5.pdf
  Ben Bernanke and Harold James, 1991, page 33, "The Gold Standard,
Deflation, and Financial Crisis in
the Great Depression: An International Comparison" in Financial
Markets and Financial Crises, ed. R.
Glenn Hubbard, University of Chicago Press,
https://www.nber.org/system/files/chapters/c11482/c11482.pdf
  Why we built our blockchain business on EOS instead of Ethereum,
https://venturebeat.com/2019/04/13/why-we-built-our-blockchain
-business-on-eos-instead-of-ethereum/
  https://venturebeat.com/2019/04/13/why-we-built-our-blockchain
-business-on-eos-instead-of-ethereum/
  Robert Skidelsky, Keynes v Hayek: The Four Buts, page 164-165,
in From the Past to the Future: Ideas
and Actions for a Free Society, January 15-17,2020, A Special
Meeting, The Mont Pelerin Society.
https://www.hoover.org/sites/default/files/finalmpsbook.pdf




DocuSign Envelope ID: B4D730DE-8AF6-4C50-B660-21530D7A5C19
DocuSign Envelope ID: B4D730DE-8AF6-4C50-B660-21530D7A5C19
American CryptoFed DAO Form S-1 	1


American CryptoFed DAO Form S-1 	1


DocuSign Envelope ID: B4D730DE-8AF6-4C50-B660-21530D7A5C19