UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The
Securities Exchange Act of 1934




American CryptoFed DAO LLC

(Exact name of registrant as specified in
its charter)

Wyoming
(State or other jurisdiction of incorporation or organization)

87-2207963
(I.R.S. Employer
Identification No.)

1607 Capitol Ave., Suite 327, Cheyenne, WY
(Address of principal executive offices)

82001
(Zip Code)

(307) 206-4210
Registrant's telephone number, including area
code

Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class
Name of each exchange on which to be so registered
each class is to be registered



Securities to be registered pursuant to Section 12(g) of the
Act:
Ducat: Inflation and deflation protected stable
token, used for pricing goods and services, for daily
transactions, for accounting and for store of value.

(Title of class)

Locke: Governance token, used for stabilizing Ducat
and for Locke holders to participate in network
rulemaking and decision making.

(Title of class)

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a
non- accelerated filer, 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 Exchange Act.
Large accelerated filer: No
Accelerated filer: No
Non-accelerated filer: Yes
Smaller reporting company: Yes
Emerging growth company: Yes


Persons who respond to the
collection of information contained in this form
are not SEC 1396 (02-21)required to respond
unless the form displays a currently valid OMB
control number.


Table of Contents


1.	The Preamble: Purpose of Form 10 Filing	5
2.	Item 1: Business.	6
2.1.	Mission	6
2.1.1.	Inflation Is Not an Option	6
2.1.2.	Deflation Is Not an Option	7
2.1.3.	Money Was Invented to Reduce Transaction Costs	7
2.1.4.	Transaction Costs Are Governance Issues	7
2.2.	Products and Services	8
2.2.1.	Ducat	8
2.2.2.	Locke	10
2.2.3.	Token Definition	10
2.3.	Competition	10
2.3.1.	Inflation Target	11
2.3.2.	Fiscal Policy Tools	11
2.3.3.	Money Supply Mechanism	12
2.3.4.	Monetary Policy Tools	12
2.3.5.	Inflation Control for Stable Price Mandate	12
2.3.6.	Effective Demand for Maximum Employment	14
2.3.7.	Boom and Bust Business Cycles (Economic Expansion and
Contraction)	14
2.3.8.	Money Supply Automation	17
2.4.	Distribution	20
2.4.1.	Locke Distribution Plan	20
2.4.2.	Ducat Distribution Plan	22
2.4.3.	Ducat Economic Zone Plan	23
2.5.	Revenue and Costs	23
2.5.1.	Locke Token Proceeds in USD-Pegged Stablecoins	23
2.5.2.	Ducat Token Proceeds in USD-Pegged Stablecoins	23
2.5.3.	Transaction Fees	24
2.5.4.	Costs	24
2.6.	Intellectual Property	25
2.7.	Number of Employees	25
2.8.	Compliance with Environmental Laws	25
2.9.	Locke and Ducat as Utility Tokens	26
3.	Item 1A: Risk Factors.	29
3.1.	Zero Value of Locke and Ducat	29
3.2.	Effects of Government Regulations	29
3.3.	Banks and Exchanges	29
3.4.	USD-Pegged Stablecoin Market	29
3.5.	Compliant Crypto Exchanges	29
3.6.	Mass Acceptance by Consumers and Merchants	30
3.7.	Zero Revenue and Mass Incentive Giveaway	30
3.8.	EOS Blockchain Protocol	30
3.9.	Operation of a Decentralized Autonomous Organization
(DAO)	30
3.10.	Macroeconomic Condition	30
3.11.	Economic Theories	30
4.	Item 2: Financial Information.	31
5.	Item 3: Properties.	31
6.	Item 4: Security Ownership of Certain Beneficial Owners
and Management.	31
7.	Item 5: Directors and Executive Officers.	32
8.	Item 6: Executive Compensation.	32
9.	Item 7: Certain Relationships and Related Transactions,
and Director Independence.	32
10.	Item 8: Legal Proceedings.	33
11.	Item 9: Market Price of and Dividends on the
Registrant's Common Equity and Related Stockholder
Matters.	33
12.	Item 10: Recent Sales of Unregistered Securities.	33
13.	Item 11: Description of Registrant's Securities to be
Registered.	33
14.	Item 12: Indemnification of Directors and Officers.	33
15.	Item 13: Financial Statements and Supplementary Data.	33
Item 14: Changes in and Disagreements with Accountants on
Accounting and Financial	33
16.	Item 15: Financial Statements and Exhibits.	33
17.	SIGNATURES	35


1.	The Preamble: Purpose of Form 10 Filing

American CryptoFed DAO, LLC ("CryptoFed") agrees with
commissioner Hester M. Peirce of
U.S. Securities and Exchange Commission (SEC) that
the SEC is a "disclosure regulator, rather than a more
interventionist merit regulator."1 "The SEC's Division
of Corporation Finance may examine a company's
registration statement to determine whether it
complies with our disclosure requirements. But the SEC
does not evaluate the merits of offerings, nor do we
determine if the securities offered are "good"
investments."2

CryptoFed is registering Locke and Ducat tokens with
the SEC as utility tokens, not as securities, for the
purpose of disclosure. Form 10 allows CryptoFed to
voluntarily become a reporting company for ongoing
disclosure purposes and becomes effective sixty (60)
days after the initial filing date regardless of
whether there are outstanding SEC comments. Filing
Form 10 does not mean CryptoFed concedes that Locke
and Ducat tokens are securities. Section 2.9 of Item
1: Business entitled "2.9. Locke and Ducat as Utility
Tokens" explains why the Locke and Ducat tokens are
utility tokens, not securities.

If the SEC does not agree with CryptoFed's position
and characterizes Locke and Ducat tokens as
securities, CryptoFed should be able to grant these
tokens to service providers, free of charge, under an
equity incentive plan for the CryptoFed community,
pursuant to the American CryptoFed DAO Constitution
("Constitution") attached as Exhibit 1, as long as
these tokens are restricted, untradeable and non-
transferable. By holding 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 non-
transferable Locke tokens to municipalities,
merchants, banks, crypto exchanges and individual
contributors to execute the Ducat Economic Zone plan
attached as Exhibit 2. In anticipation of mass
distribution which will quickly surpass

1 https://www.sec.gov/news/speech/peirce-paper-plastic-peer-to-
peer-031521
2 https://www.investor.gov/introduction-
investing/investing-basics/glossary/registration-
under-securities- act-
1933#:~:text=The%20Securities%20Act%20of%201933%20has%
20two%20basic%20objectives%3A,in
%20the%20sale%20of%20securities


the 500-person threshold under Exchange Act Section
12(g)3, CryptoFed elects to proactively file this
Form 10 to subject itself to the periodic reporting
requirements and then file Form S-8 upon the
effectiveness of Form 10 in 60 days. Concurrent with
this Form 10
filing, CryptoFed is also filing Form S-1 to register
Locke and Ducat tokens to make them tradeable and
transferable. The SEC's review of CryptoFed's Form S-1
filing will continue until the SEC declares the Form
S-1 effective. In the interim, Form S-8 filing will
enable CryptoFed to grant restricted and untradeable
Locke tokens to more than 500 persons. For clarity,
all Locke and Ducat tokens will remain restricted,
untradeable and non-transferable until the
effectiveness of the Form S-1 filing is confirmed by
the SEC.
2.	Item 1: Business.

2.1.	Mission

CryptoFed was established on July 1, 2021 by MShift
Inc (MShift). CryptoFed's mission is to create and
maintain a monetary system with zero inflation, zero
deflation and zero transaction costs.

"The chief attraction the issuer of a competitive
currency has to offer to his customers is the
assurance that its value will be kept stable (or
otherwise be made to behave in a predictable
manner)."4

2.1.1.	Inflation Is Not an Option

"Inflation tends not only to be higher but also
increasingly volatile and to be accompanied by
widening government intervention into the
setting of prices. The growing volatility of
inflation and the growing departure of relative
prices from the values that market forces alone
would set combine to render the economic system
less efficient, to introduce frictions in all
markets, and, very likely, to raise the
recorded rate of unemployment." 5

3 https://www.sec.gov/info/smallbus/secg/jobs-act-section-12g-
small-business-compliance-guide.htm
4 F. A. Hayek (Nobel Laureate 1974), 1976, Page
59, Denationalization of Money,
https://cdn.mises.org/Denationalisation%20of%20Mon
ey%20The%20Argument%20Refined_5.pdf 5 Milton
Friedman, 1976, page 283-284, Inflation and
Unemployment, Nobel Memorial Lecture, Economic
Sciences,
https://assets.nobelprize.org/uploads/2018/06/frie
dman-lecture-1.pdf


2.1.2.	Deflation Is Not an Option

"The length and depth of the deflation during
the late 1920s and early 1930s 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. There is also a
high correlation in the data between deflation
(falling prices) and depression (falling
output), as the previous authors have noted and
as we will demonstrate again below." 6

2.1.3.	Money Was Invented to Reduce Transaction Costs

"I know of only one part of economics in which
transaction costs has been used to explain a
major feature of the economic system and that
relates to the evolution and use of money. Adam
Smith pointed out the hindrances to commerce
that would arise in an economic system in which
there was a division of labour but in which all
exchange had to take the form of barter. No-one
would be able to buy anything unless he
possessed something that the producer wanted.
This difficulty, he explained, could be
overcome by the use of money." 7

2.1.4.	Transaction Costs Are Governance Issues.
"The overall object of the exercise essentially
comes down to this: for each abstract
description of a transaction, identify the most
economical governance structure-- where by
governance structure I refer to the
institutional framework within which the
integrity of a transaction is decided. Markets
and hierarchies are two of the main
alternatives." 8




6 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/c114
82.pdf
7 Ronald H. Coase, 1991, The Institutional
Structure of Production, Lecture to the memory of
Alfred Nobel,
https://www.nobelprize.org/prizes/economic-
sciences/1991/coase/lecture/
8 Oliver E. Williamson (Nobel Laureate 2009), 1979,
page 234-235, Transaction-Cost Economics: The
Governance of Contractual Relations, Journal of Law
and Economics, Vol. 22, No. 2.
https://josephmahoney.web.illinois.edu/BA549_Fall%202
010/Session%203/Williamson%20(1979).pdf


2.2.	Products and Services
To accomplish its mission, CryptoFed issues
two utility tokens called Ducat and Locke
which collectively generate the products
and services detailed below.

2.2.1.	Ducat
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 defined by its
Constitution, to provide benefits to Ducat
users and adjust the incentive ranges as
detailed below to influence users' economic
behaviors in order to stabilize Ducat.

i)	Fiscal Policy tools are defined as
rewards paid to consumers at a range of
5.5% -12% for making purchases using
Ducat and merchants for accepting Ducat
at a range of 1% - 4%.
ii)	Monetary Policy tools are defined as
interest paid to all Ducat holders at
a range of 3% - 5%, but can be raised
as high as necessary to cure or deter
inflation.

Ducat is designed to appreciate against the US
dollar (USD) by the amount of inflation USD
experiences measured by the PCE price index.
This ensures 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 the
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 of
Ducat 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.


2.2.2.	Locke
Locke is a governance token with a maximum
authorized finite number of 10 trillion. Locke
is used to stabilize Ducat and for Locke
holders to participate in network rulemaking
and decision making.

i)	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.

ii)	Locke tokens are also used as utility
tokens for open market operations to
stabilize Ducat on a daily basis.

2.2.3.	Token Definition
A token is defined per the description in the
Token Safe Harbor Proposal 2.0 published by the
SEC commissioner Hester Peirce9:
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.

2.3.	Competition
To the extent that no entity has a similar mission,
CryptoFed does not have direct competition. Central
banks, including the Federal Reserve System, are
close competitors, but CryptoFed fundamentally
differentiates from central banks in the following
aspects outlined below.


9 https://www.sec.gov/news/public-statement/peirce-statement-
token-safe-harbor-proposal-2.0


2.3.1.	Inflation Target
CryptoFed targets zero inflation and zero
deflation in the Ducat economy, while major
central banks target 2% inflation in their
respective fiat economies. Ducat's purchasing
power will be maintained over time, while
USD's purchasing power will decline towards
zero over time as demonstrated below by the
Federal Reserve chart (See PDF Form 10 submission) 10.





2.3.2.	Fiscal Policy Tools
CryptoFed establishes its fiscal policy tools
by directly providing rewards to consumers at a
range of 5.5% - 12% for making purchases using
Ducat and merchants at a range of 1% - 4% for
accepting Ducat. Conversely, major central
banks do not have the same direct spending
authority at their disposal.


10 Consumer Price Index for All Urban Consumers:
Purchasing Power of the Consumer Dollar in U.S. City
Average
https://fred.stlouisfed.org/series/CUUR0000SA0R


2.3.3.	Money Supply Mechanism
CryptoFed uses rewards to consumers and
merchants as its primary mechanism for putting
Ducat into circulation, while central banks
use the lending of commercial banks as their
primary mechanism for putting new money supply
into circulation. When the absolute level of
debt accumulation is too large to be paid
back, the Federal Reserve's mechanism of money
supply will stop functioning. The burden of
existing loan repayments will ultimately reach
a level that even with a low interest rates
close to zero, borrowers will be unable to
meet lender criteria to secure additional
loans.
Consequently, the money supply cannot be
expanded to maintain and increase effective
demand for economic growth. Central bank money
supply function depends on commercial bank
lending, which in turn can be significantly
obstructed by the aggregate debt accumulation
of commercial bank lending, leading to the
dysfunction of the existing fractional reserve
banking system. Central bank money supply is
an inherently self-destructive mechanism,
while CryptoFed money supply mechanism is
independent of the aggregate debt accumulation
of commercial banks.

2.3.4.	Monetary Policy Tools
CryptoFed establishes its monetary policy
tools by directly providing interest to Ducat
holders at a range of 3% - 5%, while central
banks interest rate on money supply relies on
commercial banks which pay interest to
depositors and take interest from borrowers.
As a result, CryptoFed possesses more direct
and effective monetary policy tools than
government controlled central banks.

2.3.5.	Inflation Control for Stable Price Mandate
It has become increasingly impossible for the
Federal Reserve to fulfill its mandate of
maintaining stable prices. Due to the increase
of aggregate debt accumulation, the Federal
Reserve has lost the capacity to raise the
Federal Funds Rate to control inflation. Since
reaching 19.10% in June 1981, the Effective
Federal Funds Rate has declined for 40 years
and has stayed close to zero since Nov 2008
per the Federal Reserve's chart below (see PDF Form 10 Submission).11

11 Effective Federal Funds Rate
(chart August 1954, March
2021)https://fred.stlouisfed.org/se
ries/FEDFUNDS



"Twenty-five years ago, on October 6, 1979, the
Federal Reserve adopted new policy procedures
that led to skyrocketing interest rates and two
back-to-back recessions but that also broke the
back of inflation and ushered in the environment
of low inflation and general economic stability
the United States has enjoyed for nearly two
decades." 12 "Unbeknownst to many, last fall was
the silver anniversary of a watershed moment in
Fed history and the economic history of the
country. On Oct. 6, 1979, Fed Chairman Paul
Volcker took dramatic steps to rein in the
runaway inflation that had been sapping the
strength of our economy since the mid-1960s.
Without his bold change in monetary policy and
his determination to stick with it through
several painful years, the U.S. economy would have
continued its downward




12 FRBSF ECONOMIC LETTER, Number 2004-35, December 3, 2004.
https://www.frbsf.org/economic-
research/publications/economic-
letter/2004/december/october-6- 1979/#conc


spiral. By reversing the misguided policies of
his predecessors, Volcker set the table for the
long economic expansions of the 1980s and
1990s.13

Raising interest rates has been proven to be
an effective tool to control inflation as Fed
Chairman Paul Volcker demonstrated.
CryptoFed can increase interest rates as high
as necessary to cure or deter inflation,
whereas the Fed has lost that ability.

2.3.6.	Effective Demand for Maximum Employment
"The amount of labour N which the
entrepreneurs decide to employ depends on the
sum (D) of two quantities, namely D1, the
amount which the community is expected to
spend on consumption, and D2, the amount which
it is expected to devote to new investment. D
is what we have called above the effective
demand."14 CryptoFed utilizes its fiscal policy
tools of directly providing rewards to
consumers at a range of 5.5% - 12% and 1% - 4%
to merchants for Ducat purchases. These
CryptoFed fiscal policy tools can drive
effective demand to achieve maximum employment
in the Ducat economy, while central banks,
such as the Federal Reserve, the European
Central Bank, the Bank of Japan, etc. do not
have direct authority over fiscal policy
tools. In the US, that control over fiscal
policy belongs to the Department of Treasury
and Congress.

2.3.7.	Boom and Bust Business Cycles (Economic
Expansion and Contraction) Although "the
goals of maximum employment and stable prices
are often referred to as the Fed's dual
mandate,"15 compared with CryptoFed, the
Federal Reserve has significantly less
effective policy tools to carry out their
dual mandate. The situation is made even
worse, because the Fractional Reserve Banking
by which the Federal Reserve provides money
supply, legitimates and institutionalizes the
inherent and


13 President's Message: Volcker's Handling of the
Great Inflation Taught Us Much. By William Poole,
January 1, 2005.
https://www.stlouisfed.org/publications/regional-
economist/january-2005/volckers- handling-of-the-
great-inflation-taught-us-much
14 The General Theory of Employment, Interest, and
Money, John Maynard Keynes, 1936, page 22,
https://www.files.ethz.ch/isn/125515/1366_KeynesTh
eoryofEmployment.pdf
15 https://www.federalreserve.gov/faqs/what-
economic-goals-does-federal-reserve-seek-to-
achieve- through-monetary-policy.htm


inevitable macroeconomic risks in the economy
via the banking industry, periodically causing
boom and bust business cycles and subsequent
large-scale bailouts by the FDIC and taxpayer
money through government intervention. This
brutally impacts the American middle class
through unintentional periodic and systematic
financial and economic crisis.

Right after the housing bubble collapse in 2008,
symbolized by the fall of Lehman Brothers, the
IMF published a report entitled "The Chicago Plan
Revisited'' which validates the 100% reserve
banking model for decoupling money supply
function from bank's lending function. The
citation below is slightly long, but it is
important because it fully supports the
CryptoFed's model of decoupling money supply from
bank lending. The primary difference is that
CryptoFed is pursuing a denationalization of its
money supply mechanism, while The Chicago Plan
pursues the nationalization of a money supply
mechanism, just not through banks.

"The decade following the onset of the Great
Depression was a time of great intellectual
ferment in economics, as the leading thinkers
of the time tried to understand the apparent
failures of the existing economic system. This
intellectual struggle extended to many domains,
but arguably the most important was the field
of monetary economics, given the key roles of
private bank behavior and of central bank
policies in triggering and prolonging the
crisis.

During this time a large number of leading U.S.
macroeconomists supported a fundamental proposal
for monetary reform that later became known as
the Chicago Plan, after its strongest proponent,
professor Henry Simons of the University of
Chicago. It was also supported, and brilliantly
summarized, by Irving Fisher of Yale University,
in Fisher (1936). The key feature of this plan
was that it called for the separation of the
monetary and credit functions of the banking
system, first by requiring 100% backing of
deposits by government-issued money, and second
by ensuring that the financing of new bank credit
can only take place through earnings that have
been retained in the form of government-issued
money, or through the borrowing of existing
government-issued money from non-banks, but not
through the creation of new deposits, ex nihilo, by banks.


Fisher (1936) claimed four major advantages for
this plan. First, preventing banks from creating
their own funds during credit booms, and then
destroying these funds during subsequent
contractions, would allow for a much better
control of credit cycles, which were perceived to
be the major source of business cycle
fluctuations. Second, 100% reserve backing would
completely eliminate bank runs. Third, allowing
the government to issue money directly at zero
interest, rather than borrowing that same money
from banks at interest, would lead to a reduction
in the interest burden on government finances and
to a dramatic reduction of (net) government debt,
given that irredeemable government-issued money
represents equity in the commonwealth rather than
debt. Fourth, given that money creation would no
longer require the simultaneous creation of
mostly private debts on bank balance sheets, the
economy could see a dramatic reduction not only
of government debt but also of private debt
levels.

The first advantage of the Chicago Plan is
that it permits much better control of what
Fisher and many of his contemporaries
perceived to be the major source of business
cycle fluctuations, sudden increases and
contractions of bank credit that are not
necessarily driven by the fundamentals of the
real economy, but that themselves change those
fundamentals. In a financial system with
little or no reserve backing for deposits, and
with government-issued cash having a very
small role relative to bank deposits, the
creation of a nation's broad monetary
aggregates depends almost entirely on banks'
willingness to supply deposits. Because
additional bank deposits can only be created
through additional bank loans, sudden changes
in the willingness of banks to extend credit
must therefore not only lead to credit booms
or busts, but also to an instant excess or
shortage of money, and therefore of nominal
aggregate demand. By contrast, under the
Chicago Plan the quantity of money and the
quantity of credit would become completely
independent of each other. This would enable
policy to control these two aggregates
independently and therefore more effectively.
Money growth could be controlled directly via
a money growth rule. The control of credit
growth would become much more straightforward
because banks would no longer be able, as they are
today, to generate their own funding, deposits, in the act of
lending, an extraordinary privilege that is
not enjoyed by any other type of business.
Rather, banks would become what many
erroneously believe them to be today, pure
intermediaries that depend on obtaining
outside funding before being able to lend.
Having to obtain outside funding rather than
being able to create it themselves would much
reduce the ability of banks to cause business
cycles due to potentially capricious changes
in their attitude towards credit risk."16

2.3.8.	Money Supply Automation
There are multiple factors which make it
impossible for central banks to automate the
money supply mechanism. Below are the three
major clusters of parameters out of the Fed's
control.


i)
A fractional reserve banking system depends on
the willingness of commercial banks lending activities for money
supply.

ii)
Fiscal policy depends on Congress and the
Department of Treasury.

iii)
Boom and bust business cycles will repeatedly
generate financial crisis requiring political human decisions and
government interventions.


"The Fed implements monetary policy primarily
by influencing the federal funds rate, the
interest rate that financial institutions
charge each other for loans in the overnight
market for reserves"17. To decide, maintain and
adjust the federal funds rate requires constant
human judgements, under the political,
economic, and institutional settings above.

In contrast, CryptoFed has full control of
its monetary and fiscal policy tools, i.e.
interest paid to Ducat holders (3% - 5%),
Ducat rewards paid to consumers (5.5% -


16 Jaromir Benes and Michael Kumhof, 2012, page 4 -
5, The Chicago Plan Revisited, IMF Working Paper,
https://www.imf.org/external/pubs/ft/wp/2012/wp12202.
pdf
17 What is the Fed: Monetary Policy,
https://www.frbsf.org/education/teacher-
resources/what-is- the-fed/monetary-policy/


12%) and merchants (1% - 4%). Ducat rewards
rates and interest rates can be adjusted and
optimized mathematically via Machine Learning.
Money supply mechanism through giveaway can
establish a virtuous automatic cycle between
giveaway and economic growth to perpetuate the
CryptoFed monetary system. Effective demand in
the economy can be maintained and increased
for economic growth, which in turn will
generate more demand for additional money
supply. Given that the money supply can be
automatically optimized via machine learning,
human intervention can be dramatically reduced
to simple principles defined by the CryptoFed
Constitution. The operations of CryptoFed can
be decentralized to Locke tokens without
requiring a hierarchical organization
structure.

In addition to automating the decision making
on interest paid to Ducat holders (3% - 5%),
Ducat rewards paid to consumers (5.5% - 12%)
and merchants (1% - 4%) which will be adjusted
on a quarterly basis as levers to influence
economic behavior in the Ducat economy,
CryptoFed will also automate daily open market
operations which are equivalent to the Fed's
open market operations. "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." 18

The Fed's open market operations are the buying
and selling between USD and U.S. government
securities, whereas CryptoFed's open market
operations are the buying and selling between
Ducat and Locke, the two native tokens of
CryptoFed. The Fed's open market operations
stabilize the federal funds rate, while
CryptoFed's open market operations stabilize
the Target Equilibrium Exchange Rate between
Ducat and USD. The two diagrams below summarize
similarities and differences of open market




18 ibid


operations between the Fed and CryptoFed.
Locke's role is to stabilize Ducat. Without
Locke, Ducat cannot be stabilized. To this
extent, Locke is a utility token. (See PDF
Form 10 Submission)




2.4.	Distribution
To make CryptoFed a true and real decentralized
autonomous organization, both Locke and Ducat
need to be distributed as broadly as possible.
Purchases, holding and sales of Locke and Ducat
tokens must be done through CryptoFed co-branded
wallets or whitelisted wallets compliant with
KYC and AML, with the exception of the paper
certificates for the Locke token's initial
allocation.

2.4.1.	Locke Distribution Plan

2.4.1.1.	Initial Locke Allocation


2.4.1.1.1.	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 key 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.

2.4.1.1.2.	Out of the total 25% allocated to
MShift, a percentage will be used for
compensation paid to contributors and
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.

2.4.1.1.3.	Under no circumstances should the
40% (4 trillion) Locke reserve quota
be used for other purposes, although
the number of the reserved Locke
tokens can be more or less than 4
trillion as a result of open market
operations. All Locke and Ducat tokens
will be burnt once they are bought
back via open market operations.

2.4.1.1.4.	When the Locke governance token
market price reaches $0.50 US dollars
per token daily for a consecutive 12-
month period, all undistributed Locke
tokens from the initial allocation
will be reallocated for R&D purposes.

2.4.1.1.5.	CryptoFed will grant R&D funds,
free of charge, to projects on the
CryptoFed blockchain that benefit the
Ducat economy, including but not
limited to, decentralized exchanges,
price index calculations, accounting
services, universal identity
verification, voting mechanisms, secure
emails, social media, health care
insurance, human resources management
and other projects proposed by Locke
tokens. The projects and associated
budgets require the approval of a
simple majority of Locke tokens
through a valid vote based on the
CryptoFed Constitution.


2.4.1.1.6.	For price discovery purposes,
CryptoFed may conduct refundable
auctions from time to time via
compliant crypto exchanges. Refundable
auctions will not start until the SEC
declares CryptoFed's Form S-1 filing is
effective. Proceeds from these token
sales are reserved 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 pass
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. No proceeds
can be used for other purposes.

2.4.1.2.	The Secondary Market of Locke Tokens
The initial allocation creates Locke token holders who
cannot sell their tokens on compliant crypto exchanges
until the SEC declares CryptoFed's Form S-1 is
effective and Locke tokens are registered. CryptoFed
will then also begin buying and selling between Locke
and Ducat through open market operations to maintain
the Target Equilibrium Exchange Rate.

2.4.2.	Ducat Distribution Plan
Ducat distribution will not start until the SEC
declares CryptoFed's Form S-1 is effective and Locke
reaches a minimum value of $0.10 USD on compliant
crypto exchanges for a consecutive one-month period.

2.4.2.1.	People and entities will purchase
Ducat from CryptoFed on compliant
crypto exchanges. All proceeds will be
transferred to CryptoFed's USD- pegged
stablecoin reserve for Locke buyback.

2.4.2.2.	People and entities can earn Ducat interest (3%
- 5%) by holding Ducat.

2.4.2.3.	People and entities can earn Ducat
rewards paid to consumers (5.5% - 12%)
and merchants (1% - 4%).

2.4.2.4.	Wallet issuers who are the block
producers can earn Ducat from
CryptoFed.


2.4.2.5.	Vendors can earn Ducat from CryptoFed.

2.4.2.6.	CryptoFed will conduct buying and
selling between Locke and Ducat through
open market operations to maintain the
Target Equilibrium Exchange Rate.

2.4.3.	Ducat Economic Zone Plan
CryptoFed has a Ducat Economic Zone Plan to promote
the distribution of Locke and Ducat tokens which is
attached as Exhibit 2.

2.5.	Revenue and Costs
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.

2.5.1.	Locke Token Proceeds in USD-Pegged Stablecoins
CryptoFed grants a percentage of Locke tokens, free of
charge, to individuals or entities. For price
discovery purposes, CryptoFed may conduct refundable
Locke token auctions, but all the proceeds from those
auctions must be preserved and used for refunding.
After the refund right of purchasers expire, the
corresponding funds 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. As a result, CryptoFed cannot book any funds
gained from Locke auctions as revenue.

2.5.2.	Ducat Token Proceeds in USD-Pegged Stablecoins


CryptoFed sells Ducat to individuals or entities, but
the proceeds must be preserved for redemption
purposes. Ducat purchasers use Ducat to buy goods and
services at merchants who in turn will convert the
Ducat back to USD on compliant exchanges for
redemption. In addition, CryptoFed pays Ducat tokens,
free of charge, to individuals or entities as rewards,
interest, and compensation. For each Ducat sold,
CryptoFed will provide 10 % - 20% additional Ducat as
rewards, interest, and compensation. CryptoFed must
buy back Ducat tokens on compliant exchanges to
maintain the Target Equilibrium Exchange Rate between
Ducat and USD. CryptoFed uses Locke tokens to conduct
the Ducat buyback via open market operations. In order
to enable Locke to buy back Ducat on an ongoing basis,
the USD proceeds from the Ducat sales must be used to
constantly buy back Locke on compliant exchanges. As a
result, CryptoFed cannot book any funds gained 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

2.5.3.	Transaction Fees
CryptoFed does not charge any transaction fees.

2.5.4.	Costs
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 Blockchain do
not have their own costs, although the miners' operations
have both revenue and costs.

Similarly, both Locke and Ducat tokens are native tokens
of the CryptoFed Blockchain. CryptoFed 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 can be broadly defined as
people 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 not be required 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
these filing fees in USD to fulfil ongoing reporting
obligations until CryptoFed establishes smart contracts
to outsource the routine filings to vendors who accept
Locke or Ducat tokens as payment.

2.6.	Intellectual Property
Over the last few years, MShift has aggressively filed
applications for patent and trademark protections
related to the CryptoFed Monetary System which will be
permanently, exclusively, and irreversibly licensed to
CryptoFed, free of charge. MShift will maintain and
defend these intellectual properties in good faith in
courts as needed or at the request by a simple majority
of Locke tokens at a valid vote.
Source code will be disclosed for transparency purposes,
but use of the source code will require a business
source license subject to authorization by Locke tokens
at a valid vote.

2.7.	Number of Employees
As a decentralized autonomous organization, CryptoFed
will be operated automatically by smart contracts and
direct voting by Locke tokens. Projects can be outsourced
by authorization of Locke token voting. Chief Executive
Officer is a symbolic position, currently held by Marian
Orr, and serves primarily as the contact person for
federal and state regulators.

2.8.	Compliance with Environmental Laws
CryptoFed fully complies with environmental laws. Ducat
and Locke tokens are primarily issued using the EOS
protocol. For trading purposes only, Ducat and Locke
tokens can be issued using the Ethereum protocol, but
Ethereum tokens will be phased out in the long run.
Through the mining process, the Bitcoin family and
Ethereum family put new money into circulation which
consumes massive amounts of energy. In contrast,
CryptoFed defines mining broadly as economic activities
that result in CryptoFed incentives, such as earning
rewards upon payment for purchases in Ducat, earning
interest payments for holding Ducat, and earning
compensation for issuing and management of co-branded
CryptoFed wallets. From an energy consumption
perspective, EOS has an overwhelming competitive
advantage. "73.1 TWh / 0.0011 TWh = 66,454 times that EOS
is more Energy efficient in comparison to Bitcoin &
17,236


times more Energy efficient than Ethereum.", per the
analysis article "EOS Energy Consumption vs Bitcoin and
Ethereum."19

2.9.	Locke and Ducat as Utility Tokens

In his MIT class of Blockchain and Money, Professor
Gary Gensler, now the SEC Chairman, said "I am not
aware of any statute, federal or state, that says
there's an absolute monopoly on form of money.	it is
legal to create your own form of money. But you have
to comply with all
the other laws.	"20 In addition, currencies of monetary
systems which replace sovereign
currencies are not securities, according to Jay
Clayton, who stated in a CNBC interview while he was
serving as the SEC Chairman, "Cryptocurrencies: These
are replacements for sovereign currencies, replace the
dollar, the euro, the yen with bitcoin," and "That
type of currency is not a security."21 Sovereign
currencies, such as the US dollar, are the products of
central banks which are monetary systems. "The Federal
Reserve System is the central bank of the United
States."22 A monetary system independent of monetary
systems of sovereign currencies should not be
regulated as securities. A monetary system like the
Fed consists of inherent, cohesive, and indispensable
elements to function which are cited from the Fed's
websites, underlined and summarized below.

"The Federal Reserve works to promote a strong U.S.
economy. Specifically, the Congress has assigned the
Fed to conduct the nation's monetary policy to
support the goals of maximum employment, stable
prices, and moderate long-term interest rates. When
prices are stable, long- term interest rates remain
at moderate levels, so the goals of price stability
and moderate long-







19 https://www.genereos.io/eosenergyconsumption/
20 Gary Gensler, MIT, Fall 2018 Class, Video 23:00 -
25:00, Section 2: Money, Ledgers & Bitcoin
https://www.youtube.com/watch?v=5auv_xrvoJk&list=PLUl4u
3cNGP63UUkfL0onkxF6MYgVa04Fn&i ndex=3
21 https://www.cnbc.com/2018/06/06/sec-chairman-
clayton-says-agency-wont-change-definition-of-a-
security.html
22 https://www.federalreserve.gov/aboutthefed.htm


term interest rates go together. As a result, the
goals of maximum employment and stable prices are
often referred to as the Fed's dual mandate."23

"Open market operations (OMOs)-- the purchase and
sale of securities in the open market by a central
bank -- are a key tool used by the Federal Reserve in
the implementation of monetary policy. The short-term
objective for open market operations is specified by
the Federal Open Market Committee (FOMC). Before the
global financial crisis, the Federal Reserve used
OMOs to adjust the supply of reserve balances so as
to keep the federal funds rate--the interest rate at
which depository institutions lend reserve balances
to other depository institutions overnight-- around
the target established by the FOMC."24

"The Fed's primary tool for implementing monetary
policy is to buy and sell government securities in
the open market. When the Fed buys (sells) U.S.
Treasury securities, it increases (decreases) the
volume of bank reserves held by depository
institutions. By adding (subtracting) reserves the Fed
can put downward (upward) pressure on the interest
rate on federal funds - the market where banks buy
and sell reserves, mostly on an overnight basis."25

Common elements shared by both the Fed and CryptoFed are
listed below.


a.	A native sovereign stable token: US dollar vs. Ducat
b.	Interest for the native sovereign stable
token: US dollar Federal funds rate vs. Ducat
Interest
c.	Native sovereign non-stable tokens: Government
securities vs. Locke without interest and
dividends.
d.		Fiscal policy: Government spending in sovereign
stable token (US dollar) corresponding to the
native sovereign non-stable tokens (government
securities) vs. Ducat rewards.



23 https://www.federalreserve.gov/faqs/what-
economic-goals-does-federal-reserve-seek-to-
achieve- through-monetary-policy.htm
24 https://www.federalreserve.gov/monetarypolicy/openmarket.htm
25 https://www.frbsf.org/education/publications/doctor-
econ/2001/march/monetary-policy-treasury-debt/


e.	Open market operations defined as trading between
the native stable token and non-stable tokens:
buying and selling between US dollars and
government securities vs. buying and selling
between Ducat and Locke.

CryptoFed fully agrees with the SEC's holistic
approach in applying Howey analysis in the [Framework
for "Investment Contract" Analysis of Digital Assets]:
"The focus of the Howey analysis is not only on the
form and terms of the instrument itself (in this case,
the digital asset) but also on the circumstances
surrounding the digital asset and the manner in which
it is offered, sold, or resold (which includes
secondary market sales). Therefore, issuers and other
persons and entities engaged in the marketing, offer,
sale, resale, or distribution of any digital asset
will need to analyze the relevant transactions to
determine if the federal securities laws apply."26

CryptoFed uses the SEC's holistic approach above to
analyze the monetary system of Locke and Ducat, in
comparison with the Federal Reserve System point by
point and reaches the conclusion that the federal
securities laws do not apply. All the equivalent
elements CryptoFed shares with the Fed, should not be
classified as securities if they are native tokens and
are inherent, cohesive, and indispensable elements to
create functional cryptocurrencies to "replace the
dollar, the euro, the yen", because they should be
analyzed as one monetary system in whole, not in part.
Locke and Ducat should be classified as utility tokens
native to CryptoFed's monetary system, as they are
used within CryptoFed's own token economy and benefit
CryptoFed's own community. "But it might be, I am not
all the way to zero, I think there might be a reason
why folks want to have native currency, a native token
to jumpstart a network and to motivate a network
overtime..." 27, Professor Gary Gensler, said at his MIT
class of Blockchain and Money.

In summary, if a set of two native tokens, without
raising and using USD funds, without revenue or costs
or profits or assets, with the sole mission to
maintain zero inflation and deflation of Ducat, is "to
jumpstart a network and to motivate a network
overtime" and to "replace the dollar, the euro, the
yen," and if "the focus of the Howey analysis is not
only on the form and terms of


26 https://www.sec.gov/corpfin/framework-investment-contract-
analysis-digital-assets
27 Gary Gensler, MIt, Fall 2018 Class, Video 58:00
- 60:00, Section 19. Primary Markets, ICOs &
Venture Capital, Part 1,
https://www.youtube.com/watch?v=iWpQpPbo7rM


the instrument itself (in this case, the digital
asset) but also on the circumstances surrounding the
digital asset and the manner in which it is offered,
sold, or resold (which includes secondary market
sales)", the conclusion should be that Locke and Ducat
tokens within the CryptoFed monetary system, taken as
a whole, are not securities.

3.	Item 1A: Risk Factors.

3.1.	Zero Value of Locke and Ducat
Locke and Ducat tokens may have no value. CryptoFed
depends on Locke's value to reach and sustain a value
equivalent to $0.10 USD per token before launching
Ducat. However, there is no guarantee that Locke and
Ducat tokens can have any value.

3.2.	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.

3.3.	Banks and Exchanges
Banks and exchanges complying with Know Your Customer
(KYC), Anti-Money Laundering (AML) and money transmission
regulations issue bank or exchange co-branded CryptoFed
wallets, similar to co- branded credit cards. To transact
or hold Ducat or Locke tokens, individuals and businesses
must first acquire co-branded CryptoFed wallets from
participating compliant banks or exchanges. However, how
many banks and exchanges will work or continue working
with CryptoFed is unknown.

3.4.	USD-Pegged Stablecoin Market
CryptoFed does not have a fiat bank account at a
financial institution and depends on the USD-pegged
stablecoin market to conduct 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 support that.

3.5.	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 compliant crypto exchange markets will
continue growing sufficiently to support that.


3.6.	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 can be achieved.

3.7.	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.

3.8.	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.28 However, EOS has
not been tested in a large scale deployment across the
retail industry.

3.9.	Operation of a Decentralized Autonomous Organization
(DAO)
CryptoFed will not only decentralize and automate a
monetary system, but also decentralize and automate
itself. The organizational set up of such a complicated
entity and monetary system means that it will likely
need to be iterated and improved upon over time. If the
improvement mechanisms set out in the CryptoFed
Constitution fail to be agile enough to allow the DAO to
adjust, it may be impossible to sustain such a large-
scale operation. As the first DAO legalized in the US,
CryptoFed is equivalent to making this "mission
impossible" possible.

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

3.11.	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 of these two schools of economics has

28 https://venturebeat.com/2019/04/13/why-we-built-
our-blockchain-business-on-eos-instead-of- ethereum/


never stopped 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." 29

4.	Item 2: Financial Information.
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 in the near
future. Furthermore, CryptoFed has a giveaway business
model which does not have any revenue or costs or any
and associated financial information. Please see the
revenue and cost discussion in Item 1: Business.

5.	Item 3: Properties.
CryptoFed does not own any properties.

6.	Item 4: Security Ownership of Certain Beneficial Owners and
Management.

CryptoFed is a Wyoming LLC and does not issue any
securities. As the founding organization, MShift is the
sole member of CryptoFed whose powers and rights will
completely and irreversibly become delegated to Locke
token holders as defined in the CryptoFed Constitution.
The delegation of powers and rights will become
automatically effective after CryptoFed completes its
Form S-1 filing with the SEC for Locke and Ducat token
registration. Before that time, MShift is free to discuss
any compliance issues with the SEC and make changes to
the CryptoFed Constitution accordingly.

MShift has not formally started executing the initial
allocation plan for the Locke token discussed in Item 1:
Business yet. As of September 15, 2021, out of a maximum
authorized finite number of 10 trillion

29 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/finalmpsboo
k.pdf


Locke tokens, less than 0.2% restricted and untradeable
Locke tokens have been promised to less than 15 people,
free of charge. Refundable auctions, as part of the
initial allocation, will not start until the SEC
declares CryptoFed's Form S-1 filing effective. Ducat
distribution will not start until the market price of
Locke tokens reach $0.10 USD per token on compliant
exchanges via the secondary market after the
refundable auctions.

7.	Item 5: Directors and Executive Officers.
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
CEO is no longer needed within three years. For the
time being, the current Chief Executive Officer (CEO)
is a symbolic position held by Marian Orr, to
communicate with regulators, together with MShift,
because regulators, such as SEC, may still require
contact people and the founding company to be
responsible for document filing.

8.	Item 6: 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, and has been promised 2
billion restricted and untradeable Locke tokens which
cannot be sold below $ 0.05 USD per Locke token.

9.	Item 7: Certain Relationships and Related Transactions, and
Director Independence.


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

10.	Item 8: Legal Proceedings.
There are no legal proceedings.

11.	Item 9: Market Price of and Dividends on
the Registrant's Common Equity and Related
Stockholder Matters.
There is no market price for Locke or Ducat tokens.
There are no dividends for Locke or Ducat tokens.

12.	Item 10: Recent Sales of Unregistered Securities.
No Locke or Ducat tokens have been sold. Out of a
maximum authorized finite number of 10 trillion Locke
tokens, less than 0.2% has been promised to less than
15 people, free of charge. CryptoFed will file Form 8-
K to provide details of the tokens distributed on
November 16, 2021.

13.	Item 11: Description of Registrant's Securities to be
Registered.
Locke and Ducat tokens are utility tokens, not
securities. Their utilities and mechanisms are
described in Item 1: Business.

14.	Item 12: Indemnification of Directors and Officers.
There is no indemnification agreement.

15.	Item 13: Financial Statements and Supplementary Data.
Please see Item 2: Financial Information.


Item 14: Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.
No accounting is needed because CryptoFed does not
have any revenue or costs. Please see Item 2:
Financial Information.

16.	Item 15: Financial Statements and Exhibits.


No financial statements exist because CryptoFed does not have
any revenue or costs. Please see
Item 2: Financial Information.


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


17.	SIGNATURES

Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.


American CryptoFed DAO
LLC
(Registrant)


Date: September 15, 2021

By: Marian Orr


*Print name and title of the signing officer under his signature.

Name and Title: Marian
Orr, CEO



MShift Inc.
(Sole Member of American CryptoFed DAO LLC)


Date: September 15, 2021

By: Scott Moeller


Name and Title: Scott Moeller,
CEO, MShift Inc.
MShift Inc.
(Sole Member of American CryptoFed DAO LLC)


Date: September 15, 2021

By: Xiaomeng Zhou
Name and Title: Xiaomeng Zhou,
COO, MShift Inc.