Sec Form 4 Filing - GOSTFRAND HOWARD @ Descrypto Holdings, Inc. - 2021-12-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOSTFRAND HOWARD 2. Issuer Name and Ticker or Trading Symbol Descrypto Holdings, Inc. [ DSRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 625 N. FLAGLER DRIVE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2021 (Street) WEST PALM BEACH, FL33401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 12/14/2021 P 62,500 A $ 0.4 62,500 I By American Capital Ventures( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock( 2 ) $ 0 02/18/2022 J( 3 ) 71,040 01/13/2022 ( 2 ) Common Stock, par value $0.0001 71,040,000( 2 ) ( 3 ) 17,760( 3 ) I By American Capital Ventures( 1 ) Series A Preferred Stock( 2 ) $ 0 10/05/2022 A( 4 ) 3,000 05/10/2022 ( 2 ) Common Stock, par value $0.0001 3,000,000( 2 ) $ 0.67( 4 ) 20,760( 4 ) I By American Capital Ventures( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOSTFRAND HOWARD 625 N. FLAGLER DRIVE SUITE 600 WEST PALM BEACH, FL33401 X Chief Executive Officer Signatures /s/ Howard Gostfrand 10/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Howard Gostfrand is the sole owner of, and controls, American Capital Ventures, Inc. ("ACV"). ( 2 )Each share of Series A preferred stock is convertible into 1,000 shares of the issuer's common stock at any time at the election of the holder. ( 3 )On February 18, 2022, the issuer entered into and closed a Redemption Agreement by and between the issuer and ACV. Pursuant to the terms of the Redemption Agreement, the issuer purchased 80% of ACV's holdings of Series A preferred stock for an aggregate purchase price of $1.00. ( 4 )On October 5, 2022, the issuer entered into a Subscription Agreement by and between the issuer and ACV pursuant to which ACV purchased 3,000 shares of Series A preferred stock for an aggregate purchase price of $2,000.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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