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CORRESP
1
filename1.htm

December
23, 2015

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
DC 20549

Attn:	Maryse
Mills-Apenteng

    Re:

    BTCS
    Inc. f/k/a Bitcoin Shop, Inc.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Filed
    December 7, 2015

    File
    No. 333-205277

Dear
Ms. Mills-Apenteng:

Please
find below responses to certain questions raised by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its letter of comments dated December 22, 2015 (the “Comment Letter”)
relating to filings made by BTCS, Inc. (the “Company”) referenced above.

The
Company’s responses are numbered to correspond to the Staff’s comments and the Company will file these responses in
Amendment No. 4 to the Form S-1 (the “Amended S-1”). For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated below in its entirety, with the Company’s response set forth immediately
beneath such comment.

Government
Oversight, page 55

1.
We note your response to prior comment 1 and your corresponding amendments in the filing. Please provide us with an analysis supporting
your view that the findings in the CFTC Order are not applicable to your business.

The
Staff seeks our analysis supporting our view that the findings in the CFTC Order are not applicable to our business. Our business
can be best described as the ownership and operation computer hardware and software for the mining and generation of bitcoins
via blockchain algorithms. Once we own bitcoins obtained through our efforts and assets, we can sell the bitcoins as principal
to third parties for cash.

The
CFTC Order issued September 17, 2105 (See Release PR7231-15) (the “Order”) represents the first action against an
unregistered bitcoin options trading platform. As noted in the Order, Coinflip, Inc./Derivabit conducted activity related to commodity
options transactions without complying with the Commodity Exchange Act and CFTC Regulations, specifically “operating a facility
for the trading or processing of commodity options without complying with the CEA or CRTC Regulations otherwise applicable to
swaps or conducting the activity pursuant to the CFTC’s exemption for trade options.” The Order further notes Coinflip
operated an online facility named Derivabit, offering to connect buyers and sellers of Bitcoin option contracts, and the charges
involved conducting activity related to commodity options transactions. The Company neither operates an online facility offering
to connect buyers and sellers of Bitcoin, or Bitcoin option contracts, and thus our analysis concludes that the findings are not
applicable to the Company’s business.

The
Order also for the first time noted the CFTC has reached the conclusion that Bitcoin and other virtual currencies are properly
defined as commodities and therefore subjected the online facility and options contracts to CFTC jurisdictional reach. Our amendments
to the filing, and statements throughout the filing, describe the Bitcoin asset as constituting a commodity, which in the future
could be subjected to regulation and which faces risks associated with commodities, in general. Accordingly, the Staff’s
statement that we have determined through our analysis that we are not subject to the CFTC Order misstates our position inasmuch
as we believe and the filings acknowledge Bitcoin is viewed by regulators as a currency, but that the CFTC Order as it relates
to an online platform and options trading is inapplicable to our business.

Recent
Sales of Unregistered Securities, page 81

2.
We note your response to prior comment 3. However, it appears from your recent developments discussion that you have not updated
this section to include the issuance of 80,000 shares of your common stock to RK Equity Advisors LLC. Please revise accordingly
and review your document to ensure that it is updated to reflect any other interim developments.

We
will revise the disclosure in this section to add the issuance of 80,000 shares to RK Equity Advisors in the Recent Sales of Unregistered
Securities section.

Signatures,
page 90

3.
It appears that the signature page does not conform to the requirements of Form S-1. In your next amendment, ensure that you provide
the dates on which the registration statement was signed by the company and board members.

The
dates on the signature page will be provided in the next filed amendment.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Harvey Kesner at (212) 930-9700.

Sincerely,

Charles
Allen

Chief
Executive Office

    Cc:

    Megan
    Akst, Senior Staff Accountant

    Kathleen
    Collins, Accounting Branch Chief

    Ivan
    Griswold, Staff Attorney

    Barbara
    C. Jacobs, Assistant Director.