SecProbe.io

April 13, 2018
Robby Chang
Chief Financial Officer
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104
Re:Riot Blockchain, Inc.
Current Report on Form 8-K filed October 4, 2017
Response dated March 26, 2018
File No. 001-33675
Dear Mr. Chang:
            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.
Response dated March 26, 2018
General
1.We note your response to prior comment 3.  It appears from your response that you
consider your digital assets (including bitcoin, bitcoin cash and litecoin) to be intangible
assets but that you do not believe the existing accounting model for intangible assets best
reflects the economics of these unique assets.  We do not believe you have provided a
sufficient basis to justify a departure from the required accounting treatment for intangible
assets under ASC 350.  Please advise.
2.We note your response to prior comment 2.  Your response focuses on whether you meet
the definition of an investment company under Section 3 of the Investment Company Act
of 1940 ("40 Act").  Notwithstanding your determination of your 40 Act status, please
provide specific responses to each bullet of prior comment 2 and any additional

 FirstName LastNameRobby Chang
 Comapany NameRiot Blockchain, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Robby Chang
Riot Blockchain, Inc.
April 13, 2018
Page 2
information necessary to understand your conclusion that you are not an investment
company for U.S. GAAP purposes under ASC 946.
3.The Company’s responses 2 and 4 state that the Company is exempted from the section
3(a)(1)(C) definition because the Company is primarily engaged, directly or through a
wholly-owned subsidiary or subsidiaries, in a business or business other than that of
investing, reinvesting, owning, holding, or trading in securities pursuant to section 3(b)(1)
exemption.  In your response, please provide us with additional sufficient detail to assess
your analysis of the exemption.  Please include in your response additional sufficient
detail on the Tonopah Mining Company of Nevada (26 S.E.C. 426 (1947)) factors you
noted in your response.  Please note that we are continuing to evaluate your responses, and
may have additional comments.
            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 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.