SecProbe.io

Mail Stop 4561
June 26 , 2018

Charles W. Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20901

Re: BTCS Inc.
Amendment No. 5  to Re gistration Statement on Form S -1
Filed May 16 , 2018
  File No. 333 -2198 93

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
circumstances or do not believe an amendment is appropri ate, 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  we note
otherwise , our references to prior comments are to c omments in our April 18 , 2018  letter .

General

1. Your response to prior comment 4 refers to information on your website indicating that
you are “the first pure -play” U.S. public company involved with digital assets and block
chain technolog ies.  Your disclosure states that you plan to provide your investors with a
“diversified pure -play exposure to bitcoin and blockchain technologies.”  Please define
the term “diversified pure -play” and explain what distinguishes you from other public
compan ies with similar goals and operations.

Charles W. Allen
BTCS Inc.
June 26 , 2018
Page 2

 2. In the glossary, you state that digital assets are commonly referred to as “cryptocurrency
or virtual currency.”   Please clarify that the use of these terms is not indicative of the
regulatory or accounting distinc tion of digital assets and that digital assets therefore may
be deemed securities or other types of assets.   In addition, explain that not all digital
assets function as a medium of exchange.

3. We note that your portfolio will focus only on bitcoin and “ other protocol
tokens.”  Please explain how protocol tokens differ from other types of tokens, and
discuss whether there are any material challenges related to this limitation.   Further,
clarify how your portfolio will provide investors with exposure to bi tcoin and blockchain
industries.

4. We note the prospectus does not include the information that you provided in response to
prior comment 3.   Please revise.  Further, we note that such response indicates that you
may otherwise pursue strategic opportunities involving the acquisition of “businesses
using blockchain technology and those involved with digital assets.”   Please clarify how
such opportunities may be different from, and synergistic to, your creation of a portfolio
of digital assets and  the potential resumption of your transaction verification
services.   Explain the scope of the blockchain technology applications and digital asset
activities that you would consider acquiring.  In this regard, we note prior disclosure
indicating that you were pursuing a company that owns and operates a digital asset
exchange.

Management’s Discussion and Analysis of Financial Condition and Results of Operation s

Accounting Treatment of Digital Assets , page 26

5. You state that you  plan to create a portfolio of digital a ssets.   In order to facilitate our
evaluation of your analysis of ASC 946, please tell us what this means  and clarify your
business purpose for creating this portfolio .  In this regard, explain whether you intend to
use the portfolio as part of your operations and , if so, how;  or tell us whether you intend
to hold these assets for appreciation.

6. In response to comment 5 , you state the “company has the objective of obtaining returns
from capital appreciation or inve stment income.”  Please explain further how this
statement supports your conclusions that you do not meet the fundamental characteristics
of an investment company pursuant to ASC 946 -10-15-6.

Consolidated Financial Statements

General

7. A comparison of your December 31, 2017 Form 10 -K to your March 31, 2018 Form 10 -
Q suggests that you have changed classifications on the statements of operations and cash
flows related to your digital assets.   Please identify the changes for us and provide an

Charles W. Allen
BTCS Inc.
June 26 , 2018
Page 3

 analysis, wit h specific citation to authoritative literature, supporting the appropriateness
of the revised classifications.

Note 4.   Summary of Significant Accounting Policies

Digital Currencies Translations and Remeasurements, page F -8

8. You state in your respon se to prior comment 5 that your digital assets meet the definition
of an intangible asset.  While we continue to assess your responses related t o investment
company accounting,  please note that we are unable to identify a scope exception in ASC
350-30 that permits the measurement of  intangible assets at fair value in each reporting
period.  Please describe for us  your basis for measuring your digital assets at fair value.
If yo ur digital assets are within the scope of ASC 350 -30, please revise your accounting
to comply with those requirements.

You may contact Kathleen Collin s, Accounting Branch Chief, at (202) 551 -3499 if you
have questions regarding comments on the financial statement s and related matters.  Please
contact Bernard Nolan, Staff Attorney, at (202) 551 -6515 or , in his absence,  me at (202) 551 -
3453 with any other quest ions.  If you require further  assistance, you may contact Barbara C.
Jacobs, Assistant Director, a t (202) 551 -3730.

Sincerely,

 /s/ Jan Woo

 Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Michael D. Harris, Esq.
 Nason, Yeager, Gerson, White & Lioce, P.A.