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CORRESP
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     CORRESP

    September
    10, 2015

United States
Securities and Exchange Commission

Division
of Corporation Finance

100 F Street,
NE

Washington,
DC 20549

    Attention:
    Ivan Girswold

    Maryse Mills-Apenteng

    Re:
    Bitcoin Shop,
    Inc.

    Registration
    Statement on Form S-1

    Filed June
    26, 2015

    File No. 333-205277

Ladies and
Gentlemen:

The
following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated July 23, 2015
(the “Comment Letter”) relating to the above referenced registration statement (the “Registration Statement”).
BTCS Inc., formerly Bitcoin Shop, Inc. (the “Company”), is simultaneously filing Amendment No.1 to the Registration
Statement (the “Amendment”).

The
numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.

General

 1. You
                                         appear to be a shell company, as defined in Rule 405. In particular, we note that you
                                         appear to have nominal operations and nominal assets. Please disclose that you are a
                                         shell company on your prospectus cover page and add a risk factor that highlights the
                                         consequences of your shell company status. Discuss the prohibition on the use of Form
                                         S-8 by shell companies; enhanced reporting requirements imposed on shell companies; and
                                         the conditions that must be satisfied before restricted and control securities may be
                                         resold in reliance on Rule 144. Also describe the potential impact on your ability to
                                         attract additional capital. Alternatively, provide us with a detailed analysis addressing
                                         why the individual factors set forth in the definition of the term shell company are
                                         not applicable to you.

Response:

Rule
405 under the Securities Act of 1933, as amended (the “Securities Act”) defines a shell company as “a registrant,
other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has: (1) no or nominal operations; and (2)
either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any
amount of cash and cash equivalents and nominal other assets.” The Company is not considered a “shell” company
under this definition as our business plan is well formed and our operations and assets exceed the classification as “nominal”.

1901 N Moore St. | Suite
700 | Arlington, VA 22209 | (248) 764-1084

Although
the “asset” component of the definition of Shell contained in Rule 405 is one prong of this analysis, the first essential
element of the definition seeks to assess “activity” levels of registrants. Without being an inactive company, the
asset tests do not appear to be relevant in the determination of Shell status under Rule 405. By way of analogy, the importance
of activity is identified specifically in components of Rule 144, when referencing the Shell definition. Rule 144 (i)(1) excludes
companies from the definition of Shell company that are development stage companies pursuing an actual business, a business combination
shell company (as defined in Rule 405) or an asset-backed issuer. These provisions provide special guidance and provide additional
factors required when considering the Shell status of an issuer that is operating but may not have significant assets reported
on its financial statements to satisfy the second tier inquiry. We nonetheless provide below an explanation of why the Company
does not meet the “inactivity” element of the Shell definition, and further explain why even if it did, it has significant
assets.

The
Company’s Operations

As
explained in our Registration Statement, our principal business is conducted through our wholly-owned subsidiaries, BitcoinShop.us,
LLC (“BitcoinShop”) and BTCS Digital Manufacturing (“BTCS Digital”). As further described in our Registration
Statement, we have been actively involved in developing and continue to expand various areas of business: (i) a beta ecommerce
marketplace which accepts a variety of digital currencies and continues to be enhanced by adding new functions designed to add
value to the customer experience; (ii) a beta storage solution designed to securely store digital currency; (iii) a transaction
verification services business capable of generating bitcoins (i.e. bitcoin mining); (iv) a new focus on integrating our blockchain
technologies and capabilities into other uses outside of bitcoin mining.

BitcoinShop
has, since July 28, 2013, and the Company at a consolidated level has, since February 5, 2014, been engaged in various digital
currency platforms. As noted in the Registration Statement, we host and maintain a web ecommerce marketplace that offers over
250,000 products, for which customers have an option to pay using digital currencies. Since its inception, BitcoinShop has strove
to enhance its ecommerce marketplace with value added services. For example, in early 2014, we redesigned the ecommerce marketplace
and added our “Intelligent Shopping Engine” functionality, which allows customers to find completive prices on products
from over 250 retailers.

Furthermore,
we have a history of expanding on our existing technologies, know-how and capabilities to develop additional sources of growth
and/or revenue. For example, through our wholly owned subsidiary BTCS Digital, we added a transaction verification business with
the capacity to mine bitcoins and to apply our technologies to providing secure verification services. Recently, we purchased
100 digital currency mining servers for a purchase price of $223,500 and used digital currency mining servers for $14,480, which
servers were put into service in an 83,000 square foot facility we recently leased. In fact, as disclosed in the Amendment, we
generated $175,753 in revenues during the six month period ended June 30, 2015 from our transaction verification business.

The
Company Has More than Nominal Assets

Although
we continue to believe that based solely on the fact that the Company has consistently had material operations and has added to
those operations it does not meet the Shell definition in Rule 405, set forth below is a description of our more than “nominal”
assets. As of June 30, 2015, we had an aggregate of $2,006,211 of non-financial and non-cash assets consisting of websites, equipment
and a 6.6% investment interest in Spondoolies Tech Ltd., a transaction verification server manufacturer. Notably, our equipment
has been and continues to yield revenues. In addition, we anticipate that we will be able to leverage the capabilities of our
servers to increase our revenues.

    2

As
set forth in the Amendment and our recently filed Form 10-Q for the period ended June 30, 2015, our assets include:

 ● $303,240
                                         – Cash

 ● $46,100
                                         – Digital Currencies

 ● $54,577
                                         – Prepaid Expense and Other Current Assets

 ● $497,558
                                         – Property and Equipment

 ● $1,500,000
                                         – Investment (approximately 6.6% of Spondoolies Tech Ltd.)

 ● $8,653
                                         – Websites

 ● $61,515
                                         – Deposits

 2. We
                                         note that you are registering the offer and resale of 42,106,460 shares of common stock
                                         previously issued or to be issued upon conversion of outstanding warrants. Non-affiliates
                                         of the company appear to hold 75,526,419 shares of your common stock. Based on the number
                                         of shares being registered relative to the number of shares of common stock held by non-affiliates,
                                         it appears that the purported secondary offering by these persons may be a primary offering
                                         under Rule 415(a)(1)(x) of the Securities Act and that they are distributing the securities
                                         on the company’s behalf. As such, please revise to identify these persons as underwriters
                                         in the prospectus. In addition, since you are not eligible to rely on Rule 415(a)(1)(x)
                                         of Regulation C, the offering by the underwriters must be conducted at a fixed price
                                         for the duration of the offering. See Rule 415(a)(4). Please revise accordingly. Alternatively,
                                         provide a detailed analysis as to why this offering should not be considered an indirect
                                         primary offering registering shares by or on behalf of the registrant. Refer to Securities
                                         Act Rules Compliance and Disclosure Interpretation 612.09, available on our website.

Response:

As
noted in the Compliance and Disclosure Interpretation 612.09 reference by the Staff, determining whether an offering is a secondary
one, as opposed to an offering on behalf of the issuer, is a factual analysis with various considerations. Such factual considerations,
as highlighted in the Compliance and Disclosure Interpretation 612.09, are: (i) how long the selling shareholders have held the
shares; (ii) the circumstances under which they received them; (iii) their relationship to the issuer; (iv) the amount of shares
involved; (v) whether they are in the business of underwriting securities; and (vi) whether under all circumstances it appears
that they are acting as conduits for the issuer.

Although
the specific factors referenced in CDI 612.09 are set forth in the tables provided below in response to the Staff’s specific
comments, the Company would like to advise the Staff of the following:

 ● Since
                                         the commencement of the fund raising activities, the Company is currently unaware of
                                         any selling shareholder who has used a registration statement to sell our securities.
                                         As such, there is no evidence that the Company has in the past utilized the registration
                                         process under Rule 415(a)(1) to indirectly offer its securities to the public.

 ● A
                                         majority of the securities issued to the selling shareholders were issued over six months
                                         ago, making most of the securities available for resale pursuant to Rule 144; provided
                                         that the warrants held by the selling shareholders are exercised on a cashless basis.
                                         The Company is filing a registration statement to register the resale of the shares to
                                         fulfill a contractual obligation, even though it is unlikely that many of the shareholders
                                         will ever need to use the Company’s registration statement to sell their shares.
                                         As CDI 612.09 gives consideration to the length of time the Company’s securities
                                         have been owned, the Company believes the foregoing demonstrates that a majority of the
                                         holders in the registration statement should not be viewed as “underwriters”
                                         under the Securities Act.

    3

The
following chart provides relevant information about each selling shareholder, the securities they seek to resell and their relationship
to the Company:

    Selling
    Shareholder

    Date
    and Manner of Acquisition

    Relationship
    with

    Company

    Consideration
    Paid

    In
    the Business of Underwriting

    Alpha Capital Anstalt

    -April 20, 2015 (“April Units”)

    - October 3, 2014 - Private Purchase*

    Shareholder

    - $250k for 833,334 April Units, and

    - $18.6k for 620,908 common shares

    No

    Andrew Zimmitti

    -April 20, 2015 (“April Units”)

    Shareholder

    - $10k for 33,334 April Units

    No

    Charles Arlen Kiser Jr

    -April 20, 2015 (“April Units”)

    Former officer

    - $2.5k for 8,334 April Units

    No

    Darwin Ret LLC

    -April 20, 2015 (“April Units”)

    Shareholder

    - $50k for 166,667 April Units

    No

    DLS Investments, LLC

    -April 20, 2015 (“April Units”)

    Shareholder

    - $250k for 833,334 April Units

    No

    GRQ Consultants Inc Roth 401k FBO Barry Honig

    -April 20, 2015 (“April Units”)

    Shareholder

    - $125k for 416,667 April Units

    No

    Kristopher D. Brown

    -April 20, 2015 (“April Units”)

    Shareholder

    - $5k for 16,667 April Units

    No

    Lincoln Park Capital Fund, LLC

    -April 20, 2015 (“April Units”)

    Shareholder

    - $105k for 350,000 April Units

    No

    Mike H. Ference

    -April 20, 2015 (“April Units”)

    Shareholder

    - $50k for 166,667 April Units

    No

    Richard Molinsky

    -April 20, 2015 (“April Units”)

    Shareholder

    - $25k for 83,334 April Units

    No

    R-Squared Partners, LLC

    -April 20, 2015 (“April Units”)

    Shareholder

    - $50k for 166,667 April Units

    No

    WillowDale Investments, LLC

    -April 20, 2015 (“April Units”)

    Shareholder

    - $1 m for 3,333,334 April Units

    No

    Zheng Zhi Zui

    -April 20, 2015 (“April Units”)

    Shareholder

    - $50k for 166,667 April Units

    No

    Carol Van Cleef

    -April 20, 2015 (“April Units”)

    - April 20, 2015 (“Adv. Shares”)

    Shareholder - Advisor

    - $50k for 166,667 April Units, and

    - $6k for 46,524 Adv. Shares

    No

    James G. Van Cleef

    -April 20, 2015 (“April Units”)

    Shareholder

    - $12.5k for 41,667 April Units

    No

    Patricia A. Kelly

    -April 20, 2015 (“April Units”)

    Shareholder

    - $12.5k for 41,667 April Units

    No

    Cynthia Jones

    February 20, 2015

    Shareholder

    - $14.48k for equipment purchase

    No

    Sandor Capital Master Fund

    - October 3, 2014 - Private Purchase*

    Shareholder

    - $36k for 1,200,000 common shares

    No

    Cavalary Fund I LP

    - October 3, 2014 - Private Purchase*

    Shareholder

    - $10k for 300,000 common shares

    No

    Hudson Bay Master Fund Ltd

    -January 19, 2015 (“Jan Units”)

    -April 20, 2015 (“April Units”)

    Shareholder

    - $100k for 1,000,000 Jan Units, and

    - $200k for 666,667 April Units

    No

    Michal Handerhan

    -January 19, 2015 (“Jan Units”)

    -April 20, 2015 (“April Units”)

    - February 6, 2015 Share Exchange

    Officer / Director

    - $5k for 50,000 Jan Units,

    - $20k for 66,667 April Units, and

    - ~$274 for 1,383,333 common shares

    No

    ATG Capital LLC

    -January 19, 2015 (“Jan Units”)

    -April 20, 2015 (“April Units”)

    Shareholder

    - $25k for 83,334 Jan Units, and

    - $25k for 250,000 April Units

    No

    Charles W. Allen

    -January 19, 2015 (“Jan Units”)

    -April 20, 2015 (“April Units”)

    - February 6, 2014 - Share Exchange

    Officer / Director

    - $5k for 50,000 Jan Units,

    - $20k for 66,667 April Units, and

    - $353 for 1,783,333 common shares

    No

    Deane A. Gilliam

    -January 19, 2015 (“Jan Units”)

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