SecProbe.io

December 12, 2017
Jeffrey McGonegal
Chief Financial Officer
Riot Blockchain, Inc.
834-F South Perry Street, Suite 443
Castle Rock, CO 80104
Re:Riot Blockchain, Inc.
Current Report on Form 8-K
Filed October 4, 2017
File No. 001-33675
Dear Mr. McGonegal:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Current Report on Form 8-K
Item 1.01, page 1
1.Please provide us an analysis as to whether you meet the definition of an
“investment company” under Section 3(a) of the Investment Company Act of 1940
following your investment in Coinsquare Ltd./goNumerical Ltd. and, if so, whether you
are excepted from this definition or are otherwise exempt from registering with
the Commission as an investment company.  In your response, please provide us
with sufficient detail to assess your analysis. As part of your analysis, please be sure
to address Section 3(a)(1)(A) in light of your October 2017 “Investor
Presentation”, furnished as Exhibit 99.1 to your October 5, 2017 Form 8-K, which
announces your "Corporate Shift in Focus."

 FirstName LastNameJeffrey McGonegal
 Comapany NameRiot Blockchain, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Jeffrey McGonegal
Riot Blockchain, Inc.
December 12, 2017
Page 2
2.We note your statement that you entered into a "series of agreements", including an
Amended and Restated Unanimous Shareholder Agreement in connection with the
goNumerical transaction.  Please identify for us each of the agreements and provide us a
brief description of the material terms and conditions contained in each referenced
agreement.  Also, explain to us why each of these agreements has not been filed as an
exhibit to date.
Exhibits
3.Please provide us your analysis supporting your determination that financial statements
of goNumerical Ltd./Coinsquare Ltd. are not required or tell us when you will provide
them. Cite in your response all authority on which you rely, and show us your
calculations supporting your analysis.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Angela Connell, Accounting Branch Chief, at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale at 202-551-8776 or Joe McCann at 202-551-6262 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Harvey Kesner, Esq.