SecProbe.io

Mail Stop 4561

October 1, 2015

Charles W. Allen
Chief Executive Officer
BTCS Inc.
1901 N Moore St, Suite 700
Arlington, VA 22209

Re: BTCS Inc. f/k/a Bitcoin Shop, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed September 10, 2015
  File No. 333-205277

Dear Mr. Allen :

 We have reviewed your amended registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless w e note
otherwise, our references to prior comments are to comments in our July 23, 2015 letter .

General

1. We note your response to prior comment 3 and revised disclosure regarding your shift  in
focus towards your transaction verification service , though yo u continue to support and
develop your ecommerce marketplace .  Please revise your disclosure throughout to more
specifically explain, and quantify to the extent possible, the nature of this strategic shift
and describe in more detail the extent of the ongo ing support and development of your
Ecommerce Marketplace.   Also, tell us what consideration you gave to including a
separately captioned risk factor under “ Risks Related to Our Ecommerce Business ”
alerting investors to any material risks resulting from t his shift in focus.

Charles W. Allen
BTCS Inc.
October 1,  2015
Page 2

 Cover Page

2. We reissue prior comment 7 in part .  Please revise  your disclosure to clarify that you are
registering the sale of common stock issued to the selling security holders as well as
common stock underlying outstanding warrants  exercisable at varying prices.

Prospectus Summary , page 3

3. Revise your summary to disclose that yo ur independent auditors have indicated in their
report on your December 31, 2014 financial statements that there is substantial doubt
about your ability to continue as a going concern .

Summary of the Offering, page 10

4. We note your response to our prior comment 14.   Tell us whether the warrant holders
have agreed to exercise their warrants in connection with the offering and if so please
revise the filing to  indicate as such.   If not, please remove the effect of the 22,116,684
shares issuable upon exercise of warrants from the amount of common stock outstanding
following this offering and revise footnotes (1) and (2) accordingly.

Liquidity and Capital Res ources, page 43

5. We note your discussion on page 11 regarding your historical cash burn rate for the six
months ended June 30, 2015.   Please revise your liquidity disclosures to include a
discussion of the minimum number of months that you will be able to conduct your
planned operations using currently available capital resources.   Please refer to FRC
501.03(a) and Section IV of SEC Interpretive Release 33 -8350.

Business

Government Oversight, page 55

6. We note your response to prior comment 28, where you  state that the referenced
information was updated or removed in this amendment.   We are unable to locate,
however, any updates to your disclosures reflecting regulatory developments since 2014.
It appears that your filing should reflect recent developm ents pertaining to the regulation
of bitcoins  by the U.S. Commodity Futures Trading Commission  as well as any other
material regulatory developments.  Additionally, we note that you have deleted disclosure
pertaining to the regulation of bitcoins in foreig n jurisdictions.  Please advise why you
believe that such information is not material to an understanding of your business or
further revise to include this information.  Refer to Item 101(h)(4)(i)(  ix) of
Regulation S -K.

Charles W. Allen
BTCS Inc.
October 1,  2015
Page 3

 Certain Relationships and Relate d Party Transactions

Related Person Transactions with Previous Management, page 68

7. We note your revised disclosure in response to prior comment 32, where you quantify the
amounts of the transactions with your former management.  Specifically, you state t hat
the transaction with Kamron Inc. was  value d at $61,413 and ASB Trading at $35,286.
However, this information does not appear to reconcile to the information included in the
Asset Purchase and Debt Assumption Agreement filed as exhibit 10. 10 to your Form 8 -K
filed on February 6, 2015, and incorporated by reference into this filing, where the related
party liabilities were payable in the amount of $28,585.79 to Andi Brabin and $55,913.40
to Ronnie Murphy as of February 5, 2014.  Please advis e.

Recent Sales of Unregistered Securities, page 80

8. We reissue prior comment 34, insofar as you have not revised your disclosure to state the
facts relied upon to make the claimed exemption s available for each transaction .  We
specifically note that in some instances you have not provided the date of sale nor
provided the total number of unaccredited investors , where you rely on Rule 506,  who
participated in each transaction.   Refer to Item 701 of Regulation S -K.

You may  contact Megan Akst, Senior Staff Accountant, at (202) 551 -3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Ivan Griswold, Staff A ttorney, at
(202) 551 -3853 or me at (202) 551 -3457 with any other questions.  If you require additional
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
cc:  Harvey  Kesner, Esq.
       Sichenzia Ross Friedman Ference LLP