SecProbe.io

CORRESP
 1
 filename1.htm

 BTCS
INC.

 9466
Georgia Avenue #124

 Silver
Spring, MD 20910

 July
30, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D. C. 20549

 Re:
 BTCS
 Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-289064

 Ladies
and Gentlemen:

 In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective date of
the above-referenced Registration Statement be accelerated so that the same will become effective at 1:00 p.m. on August
1, 2025, or as soon thereafter as is practicable.

 If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

 Very
 Truly Yours,

 /s/
 Michael Prevoznik

 Michael
 Prevoznik

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 BTCS
INC.

 9466
Georgia Avenue #124

 Silver
Spring, MD 20910

 July
30, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D. C. 20549

 Re:
 BTCS
 Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-289062

 Ladies
and Gentlemen:

 In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective date of
the above-referenced Registration Statement be accelerated so that the same will become effective at 1:00 p.m. on August
1, 2025, or as soon thereafter as is practicable.

 If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

 Very
 Truly Yours,

 /s/
 Michael Prevoznik

 Michael
 Prevoznik

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Charles Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue, No. 124
Silver Spring, MD 20910

 Re: BTCS Inc.
 Draft Registration Statement on Form S-3
 Submitted July 23, 2025
 CIK No. 0001436229
Dear Charles Allen:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact David Lin at 202-551-3552 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Brian Bernstein
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Charles Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue, No. 124
Silver Spring, MD 20910

 Re: BTCS Inc.
 Draft Registration Statement on Form S-3
 Submitted July 23, 2025
 CIK No. 0001436229
Dear Charles Allen:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact David Lin at 202-551-3552 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Brian Bernstein
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

BTCS
INC.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

October
2, 2024

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D. C. 20549

    Re:
    BTCS
    Inc.

    Registration
    Statement on Form S-3

    File
    No. 333- 277065

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective date of
the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. on October 4, 2024, or
as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

    Very
    Truly Yours,

    /s/
    Michael Prevoznik

    Michael
    Prevoznik

    Chief
    Financial Officer

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

September
26, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

    Re:
    BTCS
    Inc.

    Registration
    Statement on Form S-3

    Filed
    February 14, 2024

    File
    No. 333-277065

Ladies
and Gentlemen:

This
letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated March 4, 2024
issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form S-3 filed February 14, 2024.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Registration
Statement on Form S-3

Cover
Page

1. Please
                                            revise to disclose the amount of all securities offered pursuant to General Instruction I.B.6
                                            during the prior 12 calendar month period. Refer to Instruction 7 to the General Instruction
                                            I.B.6 of Form S-3.

Response:

The
Company has added this disclosure to the Form S-3/A.

General

2. Please
                                            confirm your understanding that we will not be in a position to declare your registration
                                            statement effective until all outstanding comments regarding your Form 10-K for the fiscal
                                            year ended December 31, 2022 have been resolved. In addition, to the extent that any comments
                                            related to our review of your Form 10-K apply to disclosure in the registration statement,
                                            please make corresponding revisions to all affected disclosure.

Response:

The
Company confirms that the Form S-3 may not go effective until after all outstanding comments regarding the Form 10-K have been resolved.

    1

Should
the Staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss
these comments or questions with the Staff prior to the distribution of another comment letter. Please direct any questions concerning
this response letter to Brian S. Bernstein, Esq. or Michael D. Harris, Esq. of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s
legal counsel, at 561-686-3307, bbernstein@nasonyeager.com and mharris@nasonyeager.com.

    Sincerely,

    BTCS
    Inc.

    By:

    /s/Charles
    Allen

    Charles
    Allen, CEO

    cc:
    Brian
    Bernstein, Esq.

    Michael
    Harris, Esq.

    2

September 20, 2024
Michael Prevoznik
Chief Financial Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20910
Re:BTCS Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-40792
Dear Michael Prevoznik:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Michael Prevoznik

September 19, 2024
Michael Prevoznik
Chief Financial Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20910
Re:BTCS Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for Fiscal Quarter Ended June 30, 2024
File No. 001-40792
Dear Michael Prevoznik:
            We have reviewed your filing and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended June 30, 2024
General
1.Please confirm your understanding that:
•Our decision not to issue additional comments should not be interpreted to mean that
we either agree or disagree with your disclosure or responses, or, with respect to your
business operations, any conclusions you have made, positions you have taken, or
practices you have engaged in or may engage in.
•Completing our review of the filing does not foreclose the Commission from taking
any action or advancing any position with respect to the filing, the company, or the
company’s practices.
            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.

September 19, 2024
Page 2
            Please contact Bonnie Baynes at 202-551-4924 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Michael Prevoznik

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

September
19, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

    Re:
    BTCS
    Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2022

    Form
    10-K for the Fiscal Year Ended December 31, 2023

    Form
    10-Q for the Fiscal Quarter Ended June 30, 2024

    File
    No. 001-40792

Ladies
and Gentlemen:

This
letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated September
19, 2024 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2022, the Fiscal
Year Ended December 31, 2023 and Form 10-Q for the Fiscal Quarter Ended June 30, 2024.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Form
10-Q for Fiscal Quarter Ended June 30, 2024

General

 1. Please
                                            confirm your understanding that:

 ● Our
                                            decision not to issue additional comments should not be interpreted to mean that we either
                                            agree or disagree with your disclosure or responses, or, with respect to your business operations,
                                            any conclusions you have made, positions you have taken, or practices you have engaged in
                                            or may engage in.

 ● Completing
                                            our review of the filing does not foreclose the Commission from taking any action or advancing
                                            any position with respect to the filing, the company, or the company’s practices.

Response:

The
Company hereby confirms its understanding that:

 ● The
                                            Staff’s decision not to issue additional comments should not be interpreted to mean
                                            that the Staff either agrees or disagrees with the Company’s disclosure or responses,
                                            or, with respect to the Company’s business operations, any conclusions the Company
                                            has made, positions the Company has taken, or practices the Company has engaged in or may
                                            engage in.

 ● Completing
                                            the review of the filing does not foreclose the Commission from taking any action or advancing
                                            any position with respect to the filing, the Company, or the Company’s practices.

    1

Should
the Staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss
these comments or questions with the Staff prior to the distribution of another comment letter. Please direct any questions concerning
this response letter to Brian S. Bernstein, Esq. or Michael D. Harris, Esq. of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s
legal counsel, at 561-686-3307, bbernstein@nasonyeager.com and mharris@nasonyeager.com.

    Sincerely,

    BTCS
    Inc.

    By:

    /s/Michael
    Prevoznik

    Michael
    Prevoznik, CFO

    cc:
    Brian
    Bernstein, Esq.

    Michael
    Harris, Esq.

    2

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

May
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

    Re:
    BTCS
    Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2022

    Form
    10-K for the Fiscal Year Ended December 31, 2023

    File
    No. 001-40792

Ladies
and Gentlemen:

This
letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated April 24,
2024 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2022 and the Fiscal Year
Ended December 31, 2023.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Form
10-K for the fiscal year ended December 31, 2023 filed March 21, 2024 Business, page3

1. Refer
                                            to your response to our prior comment 1. Your disclosure on page 4 that “StakeSeeker
                                            . . . strategically seeks to entice users with its features” and that “[o]ne
                                            underlying strategic objective of the platform is to drive the expansion of Delegators to
                                            [y]our validator nodes” appears to be inconsistent with your response to comment 17
                                            of our September 21, 2023 letter in which you state that you “[do] not use behavior
                                            prompts, differential marketing, game-like features, other design elements or features designed
                                            to engage with retail investors,” that you “do not encourage retail investors
                                            to invest in different products or change investment strategies or give investment advice,”
                                            and that you “do not use any optimization functions (e.g., to increase platform revenues,
                                            data collection, and customer engagement).” Please advise, and, in future filings,
                                            please clarify the role of your StakeSeeker platform.

  Response:

  In
                                            response to the SEC’s comment, it is crucial to delineate the distinct roles and functionalities
                                            of the StakeSeeker platform as a cryptocurrency educational website versus the regulated
                                            activities typically associated with an investment advisor providing investment advice.

It
is also important to understand that the “features” referenced in our disclosure language that “seeks to entice users
…. To drive the expansion of Delegators” is clarified to mean the Platform’s unique functionalities as a cryptocurrency
tracking tool.

    1

In
an effort to avoid any further confusion in future filings, we will remove the following language from page 4 of our 2023 Form-10K: “One
underlying strategic objective of the platform is to drive the expansion of Delegators to our validator nodes.”, we will further
revise the following language on page 10 of our 2023 Form-10K: “We believe that leveraging StakeSeeker’s capabilities
to provide insights and guidance will foster trust and confidence. among potential Delegators.

As
further elaborated below, the platform does not utilize additional specialized features aimed to collect data on or engage with investors.

 1. Definition
                                            and Purpose of StakeSeeker as a Crypto Educational Website: StakeSeeker is designed primarily
                                            as a platform to provide information and education on blockchain technology and cryptocurrency
                                            investments. The platform’s features, including strategic enticements and expansion
                                            objectives mentioned on page 4 of the 2023 Form 10-K, are focused on enhancing user engagement
                                            and education and increasing registered users. These features aim to facilitate user understanding
                                            and familiarity with blockchain ecosystems, rather than making investment recommendations.

 2. Absence
                                            of Investment Advice: Consistent with our response to previous comment 17, StakeSeeker
                                            does not provide personalized investment advice, recommend investment products, or advocate
                                            for particular investment strategies. The platform does not employ behavioral prompts, differential
                                            marketing, game-like features, or other engagement mechanisms that are tailored to influence
                                            investment decisions. Our platform provides educational resources on blockchain networks
                                            and staking, which users can choose to leverage at their discretion. It’s crucial to
                                            highlight that users accessing our platform must already possess crypto assets in order for
                                            the platform’s monitoring capabilities and educational resources to be meaningful.
                                            This distinction is critical as it underlines that while the platform engages users and encourages
                                            exploration within the site, it does not steer them towards investments or trading behaviors.

 3. Clarification
                                            on Strategic Objectives and Features: The strategic objective of driving the expansion
                                            of Delegators to validator nodes, as referenced in the disclosure, is a broad business goal
                                            related to growth in user base and market presence. This does not translate into financial
                                            advice or encouragement for users to alter their investment portfolios. Instead, it relates
                                            to increasing awareness and understanding of how blockchain networks operate, including the
                                            roles and functions of nodes and delegators within these networks, as well as sharing publicly
                                            available information on various blockchains that our infrastructure supports.

 4. Compliance
                                            with Regulatory Standards: We believe StakeSeeker operates within the boundaries set
                                            forth by regulatory authorities for financial education platforms. Unlike registered investment
                                            advisors, who are subject to specific fiduciary duties and regulations regarding the provision
                                            of investment advice, StakeSeeker maintains its role as an educational resource without crossing
                                            into the advisory domain. This ensures that while the platform seeks to enhance user engagement
                                            and platform utility, it remains clear of activities that would require registration and
                                            regulation as an investment advisor.

 5. Future
                                            Filings and Clarifications: In future filings, we will clarify these distinctions more
                                            explicitly to avoid any perceived inconsistencies. We will outline the educational nature
                                            of the platform, detail the specific features that promote user education without suggesting
                                            investment actions, and reaffirm our commitment to compliance with regulatory guidelines
                                            regarding financial education versus investment advice.

    2

2. Refer
                                            to your response to our prior comment 1 and prior comment 11 of our September 21, 2023 letter.
                                            Please advise regarding the nature of your staking services, including a description of the
                                            specifics of how an investor delegates its crypto assets. In this regard, we note your disclosure
                                            on page 4 that “StakeSeeker does not provide or facilitate direct, crypto asset delegation
                                            or transaction execution on [y]our platform” and that you anticipate “taking
                                            the StaaS Platform out of beta prior to the end of 2024.” We also note that your website
                                            seems to allow investors to delegate crypto assets from the StakeSeeker platform. Please
                                            advise as this appears to be inconsistent with your disclosure. Also, we note your disclosure
                                            on page 16 that “[c]rypto asset holders are able to delegate to [y]our validator nodes
                                            without signing up for our StakeSeeker platform” but that, in the instructions on how
                                            to delegate crypto assets on your website, you indicate that investors should register on
                                            StakeSeeker. Please advise as this appears to be inconsistent with your disclosure, and to
                                            the extent that disclosure should be revised to reconcile these inconsistencies, please do
                                            so in future filings.

  Response:

Below
we outline responses to the Staff’s comments on 1) the process of non-custodial staking, 2) information included on our website,
and 3) information included in our staking instructions. We believe the information we have provided in response to the Staff’s
comment supports the accuracy and consistency of the disclosures we have made in our Form 10-Ks and in other public materials.

  Non-custodial
                                            Staking Process

  The
                                            following outline details the typical process involved in non-custodial staking, highlighting
                                            key steps and considerations. Each blockchain and digital wallet may have its nuances, so
                                            crypto asset holders are encouraged to familiarize themselves with specific guidelines and
                                            rules pertinent to their a specific blockchains, wallets and assets.

 1. Crypto
                                            Asset Custody: Investors must hold their crypto assets in digital wallets that support
                                            staking. These assets cannot be held on crypto exchanges as staking requires self-custody
                                            through compatible digital wallets. BTCS does not offer or sell crypto assets or recommend
                                            to users of the Stakeseeker platform any crypto assets.

 2. Wallet
                                            Access: Owners access their digital wallets using their private keys or mnemonic phrases,
                                            which are critical for maintaining the security and access to their assets. BTCS never takes
                                            possession or control of StakeSeeker’s user’s private keys or mnemonics, nor
                                            do we offer a wallet. We provide educational information on the site regarding some wallets
                                            that are compatible with certain blockchains but do not endorse any specific wallet.

 3. Navigating
                                            Staking Features: Investors can navigate to the staking options available within their
                                            digital wallet interface. This allows users to engage with the staking functionalities that
                                            the wallet supports. BTCS has no control over the features or functionality of 3rd
                                            party wallets that users may utilize, and as noted above, we do not endorse any specific
                                            wallet.

    3

 4. Selecting
                                            a Validator Node: From the 3rd party wallet staking interface, users can browse
                                            or search through a list of active validators. BTCS validator nodes are public and users
                                            can select our node or any other node.

 5. Setting
                                            the Stake Amount: Once a validator is selected in their 3rd party wallet,
                                            the user can specify the amount of native tokens they wish to stake to a particular node,
                                            which may or may not be a BTCS validator. BTCS has no control or visibility into the users
                                            actions as they do not occur on our platform. Our platform aggregates publicly available
                                            information in a convenient manner to provide users with educational resources about the
                                            staking process. This information and educational resources do not provide any investment
                                            advice. Additionally, any actions made by users may be made independent of our platform.

 6. Confirming
                                            the Delegation: To finalize the delegation, the user must confirm and sign the transaction.
                                            This action securely delegates the specified amount of tokens to the chosen validator node,
                                            which may or may not be a BTCS validator node.

 7. Validator
                                            Node Interaction: After the stake is confirmed, the validator node facilitates the bonding
                                            of these tokens to the blockchain network. This bonded stake allows the holder to participate
                                            in the network’s consensus mechanism, potentially earning rewards in the form of native
                                            tokens. BTCS never has access to the user’s tokens at any time during the process including
                                            any rewards that may be earned.

 8. Custody
                                            During Staking: Throughout the staking period, the custody of the crypto assets remains
                                            with the delegator in their digital wallet. The assets are effectively ‘locked’
                                            in the staking process but not transferred out of the wallet. While staked, these assets
                                            cannot be used for other purposes like trading or borrowing. Again, BTCS never has access
                                            to th

United States securities and exchange commission logo
April 24, 2024
Michael Prevoznik
Chief Financial Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20910
Re:BTCS Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-40792
Dear Michael Prevoznik:
            We have reviewed your March 15, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 13, 2024
letter.
Form 10-K for the fiscal year ended December 31, 2023 filed March 21, 2024
Business, page 3
1.Refer to your response to our prior comment 1. Your disclosure on page 4 that
"StakeSeeker . . . strategically seeks to entice users with its features" and that "[o]ne
underlying strategic objective of the platform is to drive the expansion of Delegators to
[y]our validator nodes" appears to be inconsistent with your response to comment 17 of
our September 21, 2023 letter in which you state that you "[do] not use behavior prompts,
differential marketing, game-like features, other design elements or features designed to
engage with retail investors," that you "do not encourage retail investors to invest in
different products or change investment strategies or give investment advice," and that
you "do not use any optimization functions (e.g., to increase platform revenues, data
collection, and customer engagement)." Please advise, and, in future filings, please clarify
the role of your StakeSeeker platform.

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 April 24, 2024 Page 2
 FirstName LastNameMichael Prevoznik
BTCS Inc.
April 24, 2024
Page 2
2.Refer to your response to our prior comment 1 and prior comment 11 of our September
21, 2023 letter. Please advise regarding the nature of your staking services, including a
description of the specifics of how an investor delegates its crypto assets. In this regard,
we note your disclosure on page 4 that "StakeSeeker does not provide or facilitate direct,
crypto asset delegation or transaction execution on [y]our platform" and that you
anticipate "taking the StaaS Platform out of beta prior to the end of 2024." We also note
that your website seems to allow investors to delegate crypto assets from the StakeSeeker
platform. Please advise as this appears to be inconsistent with your disclosure. Also, we
note your disclosure on page 16 that "[c]rypto asset holders are able to delegate to [y]our
validator nodes without signing up for our StakeSeeker platform" but that, in the
instructions on how to delegate crypto assets on your website, you indicate that investors
should register on StakeSeeker. Please advise as this appears to be inconsistent with your
disclosure, and to the extent that disclosure should be revised to reconcile these
inconsistencies, please do so in future filings.
3.Refer to your response to prior comment 15 of our September 21, 2023 letter. In future
filings, please disclose the number of delegators you had as of the financial periods
covered. In this regard, we note your disclosure on page 10 that "[a] critical component of
[y]our growth strategy is to increase the number of Delegators and crypto assets delegated
to [y]our validator nodes including [y]our own" and your table on page 16 that shows the
number of crypto assets delegated as of December 31, 2023 but not the number of
Delegators.
4.In future filings please disclose, if what you state in your response letter continues to be
true, that since the inception of your staking-as-a-service operations you have maintained
your Validator Fee percentage at 0% or the minimum mandated by each blockchain
network’s protocol, a strategic decision aimed at attracting delegators and enhancing your
brand visibility.
Report of Independent Registered Public Accounting Firm, page F-1
5.We note that page F-2 of your audit report refers to the consolidated financial statements,
while neither the opinion paragraph nor financial statements include "consolidated."
Please revise future filings, if true, to clarify that your financial statements are
consolidated, or have your auditor remove the reference to "consolidated financial
statements."
Balance Sheets for the fiscal year ended December 31, 2023
Series V Preferred Stock, page F-3
6.We note your disclosure of 14,567,829 Series V Preferred Shares issued and outstanding
at $2,563,938 at December 31, 2023, and that in June 2023 the Series V was listed to trade
on Upstream under the ticker symbol BTCSP.  We also note your disclosure on page 14
that in November 2023 Upstream stopped providing U.S. individuals the ability to trade so
all the related U.S. investor Series V shares were returned to the transfer agent.  Please tell

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 April 24, 2024 Page 3
 FirstName LastName
Michael Prevoznik
BTCS Inc.
April 24, 2024
Page 3
us the following:
•How many of the issued shares were returned to the transfer agent; and
•Your accounting for preferred stock and related dividends issued that are
subsequently returned during 2023, including reference to the accounting guidance
supporting your determination.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Accounting for Crypto Assets, page F-9
7.We note that you early adopted ASU 2023-08 effective January 1, 2023 and updated your
disclosures for this material change in accounting principle.  Please revise future filings to
disclose the method used to determine your cost basis for computing gains and losses (for
example: first-in first-out, specific identification, average cost, or another method used) as
required by ASC 350-60-50-2a.
8.We note your disclosure that Kraken is your primary exchange and principal market but
CoinMarketCap is your principal pricing source. In this regard, we note that
CoinMarketCap does not appear to be a market where bitcoin can be sold, and therefore
does not appear to be an appropriate selection for your principal market. Tell us the
following:
•why you have a separate principal market and principal pricing source;
•how you have overcome the presumption in ASC 820-10-35-5A that a principal
market is presumed to be the market where you would normally transact;
•revise your policy in future filings to use the exchanges you would normally transact
as your principal market and principal pricing source; and
•provide us with your SAB 99 materiality analysis for each period presented, by
digital asset, of the aggregate price from your principal market versus the price from
CoinMarketCap utilized in valuing your digital assets held.
            Please contact Bonnie Baynes at 202-551-4924 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

March
15, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

 Re: BTCS
                                            Inc.

    Form
                                            10-K for the Fiscal Year Ended December 31, 2022

    Form
                                            10-Q for the Quarterly Period Ended September 30, 2023

    File
                                            No. 001-40792

Ladies
and Gentlemen:

This
letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated March 13,
2024 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2022 and the Form 10-Q
for the Quarterly Period Ended September 30, 2023.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2022

Business

Our
Business, page 3

1. Refer
                                            to your response to prior comment 4. In future filings, please clarify what you mean by your
                                            disclosure on page 3 that “StakeSeeker’s Stake Hub is central to BTCS’s
                                            growth strategy, allowing users to delegate their crypto assets to the Company’s validator
                                            nodes” by disclosing how it is central to your growth strategy. Also, your response
                                            that StakeSeeker does not provide or facilitate crypto asset transactions, including the
                                            ability to delegate crypto assets to your validator nodes appears to be inconsistent with
                                            your disclosure on page 3 that StakeSeeker’s Stake Hub allows users to delegate their
                                            crypto assets to your validator nodes. We also note that your website describes StakeSeeker
                                            as a secure non-custodial staking-as-a-service platform. Please advise. Additionally, if
                                            StakeSeeker does not provide or facilitate direct, asset delegation or transaction execution
                                            on your platform, please disclose the actual means by which users delegate crypto assets
                                            to your validator nodes.

Response:

We
plan to include the following enhanced disclosure describing StakeSeeker, which we believe more explicitly clarifies its core features
and functionalities as a non-custodial and non-transactional monitoring dashboard, in our upcoming Form 10-K, as well as in future filings,
in consideration of the Staff’s comments:

“The
Company’s internally developed “StakeSeeker” platform is a personal finance software and education center with a comprehensive
crypto dashboard for crypto asset holders to connect, monitor, track, and analyze their crypto portfolios across exchanges and wallets
in a single analytics platform. The StakeSeeker dashboard reads user data from digital wallets and utilizes application programming interfaces
(APIs) to read data from crypto exchanges and is non-custodial, meaning it does not allow for the trading or custody of crypto assets.
StakeSeeker’s Stake Hub functions as an educational center, offering users guidance on how to delegate their crypto assets to our
non-custodial validator nodes, along with the ability to monitor such delegation activities through data analysis. StakeSeeker does not
provide or facilitate direct, crypto asset delegation through its StakeHub, nor does it facilitate transaction execution on our platform.
Stake Hub’s primary role is to offer instructional support and monitoring capabilities. Crypto asset holders are able to delegate
to our validator nodes without signing up for our StakeSeeker platform; conversely, crypto asset holders can delegate to validator nodes
not operated by the Company and utilize our StakeSeeker software and data analytics. The StakeSeeker platform is currently free-to-use
for registered users so is not currently generating revenue. The Company is not a broker-dealer or an investment advisor and does not
provide any such related services. StakeSeeker operates exclusively as an informational and educational resource for the monitoring and
analysis of crypto assets, with its non-custodial and non-transactional approach ensuring compliance with federal securities laws, thereby
precluding any regulatory concerns as the platform continues to develop.”

We
have removed the language cited in the Staff’s comment regarding StakeSeeker’s role in BTCS’s growth strategy, and
replaced it with the following language in our upcoming Form 10-K:

“StakeSeeker
provides a valuable analytical platform to crypto enthusiasts and strategically seeks to entice users with its features. One underlying
strategic objective of the platform is to drive the expansion of Delegators to our validator nodes. The growth of the size of delegations
is central to the scalability of BTCS’s StaaS business strategy.”

We
further elaborate StakeSeeker’s role in BTCS’s “Growth Strategy” in the same named section under Item 1 –
Business of our upcoming Form 10-K as follows:

“Growth
of Delegator Base and Assets: A critical component of our growth strategy is to increase the number of Delegators and crypto assets delegated
to our validator nodes including our own. We plan to achieve this by: 1) acquiring more crypto assets and staking them to our nodes,
and 2) enhancing the StakeSeeker platform’s capabilities as an educational center and analytical tool. We believe that leveraging
StakeSeeker’s capabilities to provide insights and guidance will foster trust and confidence among potential Delegators.”

In
our upcoming Form 10-K, we’ve refined our business description by distinctly separating ‘Staking-as-a-Service’ from
‘StakeSeeker.’ This distinction clarifies our validator node operations and differentiates them from the StakeSeeker monitoring
dashboard, emphasizing that these elements operate independently. Our validator nodes, central to our staking-as-a-service strategy,
allow for third-party crypto asset delegation as part of our broader blockchain infrastructure. Conversely, StakeSeeker serves primarily
as an informational and educational platform, offering insights into the asset delegation process. It provides guides to users on how
they may delegate crypto assets from their private wallets, highlighting that such actions occur outside the StakeSeeker platform.

We
believe that our disclosures regarding StakeSeeker and our staking-as-a-service operations effectively convey the non-custodial nature
of our business. Further, we believe that the information included on our Company website (www.btcs.com) as well as www.stakeseeker.com
is consistent with the information disclosed in our SEC filings, including Form 10-K.

2. Refer
                                            to your response to prior comment 5. In future filings, please disclose whether you hold
                                            the private keys in hot or cold storage, and disclose the percentage held in each.

Response:

We
plan to include the following enhanced disclosure around our custody procedures regarding our crypto assets in our upcoming Form 10-K,
as well as in future filings, in consideration of the Staff’s comments:

“BTCS
prioritizes self-custody of its crypto assets through secure storage of the majority of its crypto assets in cold digital wallets, with
the goal of typically maintaining less than 0.1% of its crypto assets on crypto exchanges at any given time, except during necessary
transfers between wallets and exchanges for sales or purchases. Occasionally, we may use hot wallets or move crypto assets to exchanges
for operational or transactional requirements. Additionally, we regularly transfer crypto assets to more secure cold wallets when possible.
As of December 31, 2023, [●]% of BTCS’s crypto assets were held in cold storage wallets and [●]% of crypto assets were
held in other storage wallets, including hot wallets.”

3. Refer
                                            to your response to prior comment 6. We note that you obtain the data used to calculate the
                                            Annual Percentage Reward (APR) from www.stakingrewards.com. In future filings, please disclose
                                            how you use the data to calculate the APR. In addition, please disclose how frequently you
                                            conduct periodic checks to validate the data used to calculate the APR.

Response:

We
plan to include the following enhanced disclosure in our upcoming Form 10-K, as well as in future filings, in consideration of the Staff’s
comments:

“The
estimated staking rewards, expressed as the Annual Percentage Reward (APR), as displayed on StakeSeeker’s Stake Hub and our StakeSeeker
website (www.stakeseeker.com), are determined using the most recent network data obtained through API data pulls from www.stakingrewards.com,
a third-party blockchain data provider. To ensure accuracy and consistency, BTCS conducts periodic checks to validate the APR data obtained
against the data reported on each respective blockchain network’s blockchain explorer. Disclosure on StakeSeeker’s website
clearly states that the APR presented is not guaranteed and does not include StakeSeeker’s validator fee. The APR figures are provided
for informational purposes and are subject to change based on the dynamics of the underlying blockchain networks.”

4. Refer
                                            to your response to prior comment 7. Please revise to describe your policies and procedures
                                            for ensuring that your business operations are in compliance with federal securities laws
                                            related to decisions to add functions and to add services and to determine the type and amount
                                            of crypto assets you hold.

Response:

We
refer you to our planned enhanced disclosure describing StakeSeeker that we have included in our response to Comment 1 above, which we
believe more explicitly clarifies its core functionalities in our upcoming Form 10-K, as well as in future filings, in consideration
of the Staff’s comments. Specifically, in consideration of the Staff’s comment 4, we highlight the following language excerpt
from the disclosure language:

“The
Company is not a broker-dealer or an investment advisor and does not provide any such related services. StakeSeeker operates exclusively
as an informational and educational resource for the monitoring and analysis of crypto assets, with its non-custodial and non-transactional
approach ensuring compliance with federal securities laws, thereby precluding any regulatory concerns as the platform continues to develop.”

We
believe that our disclosures effectively convey that StakeSeeker is a free-to-use dashboard designed exclusively for monitoring crypto
asset holdings and transactions. Therefore, the additional monitoring capabilities for crypto assets do not inherently raise compliance
concerns, irrespective of the regulatory classification of securities.

Separate
from StakeSeeker, we address, in multiple areas of our Form 10-K our risks, and considerations surrounding the crypto assets that we
hold being potentially considered securities pursuant to federal securities laws. Below we have included excerpts from one such example
of disclosures included in our Risk Factors in our upcoming Form 10-K:

“Because
crypto assets may be determined to be Digital Securities, we may inadvertently violate the 1940 Act and incur large losses as a result
and potentially be required to register as an investment company. This would have a material adverse effect on an investment in us.

“In
order to limit our acquisition of Digital Securities to stay within the 40% threshold, we will examine the manner in which a crypto asset
was initially marketed to determine if it may be deemed a Digital Security and subject to federal and state securities laws. Even if
we conclude that a particular crypto asset is not a security under the 1940 Act, certain states take a stricter view which means the
crypto asset may have violated applicable state securities laws.

Should
the total value of securities which we hold exceed more than 40% of our assets (exclusive of cash) SEC Rule 3a-2 under the 1940 Act allows
an issuer to prevent itself from being deemed an investment company if it reduces its holdings of securities to less than 40% of its
assets (exclusive of cash) and does not go above the 40% threshold more than once every three years. Accordingly, if changes in the classification
of crypto assets causes us to exceed the 40% threshold, we may experience large losses when we liquidate Digital Securities as a result
of continued volatility.

The
40% requirement may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact
on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

To
the extent that crypto assets held by us are deemed by the SEC or a state legislator to fall within the definition of a security, we
may be required to register and comply with additional regulation under the Investment Company Act, including additional periodic reporting
and disclosure standards and requirements and the registration of our Company as an investment company.”

Risk
Factors

Risks
Related to Crypto Assets, page 19

5. In
                                            future filings please include a separate risk factor specifically addressing the risks to
                                            your business if your staking program were determined to involve the offer and sale of securities.

Response:

We
plan to include the following new Risk Factor disclosure in our upcoming Form 10-K, as well as in future filings, in consideration of
the Staff’s comments:

If
the SEC concludes that our non-custodial staking business involves the offer and sale of a security in violation of Section 5 of the
Securities Act of 1933 and the courts conclude the SEC is correct, we will be required to cease our staking as a service business and
seek another business opportunity and may be subject to monetary and other penalties.

The
SEC has been successful in litigating against certain companies and individuals who have offered and sold various cryptocurrencies in
violation of the registration provisions of the Securities Act of 1933 (the “Securities Act”) and the anti-fraud provisions
of the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”). While we believe that our non-custodial
staking business does not involve the offer or sale of a security, we do not know if the SEC will agree or whether if we seek relief
from the courts, we will be successful. If we are also found to have offered and sold securities in violation of the Securities Act and
the Exchange Act, the SEC could sue us for acting as an unregistered dealer. Further, as discussed in the risk factor noted above, we
may inadvertently violate the 1940 Act.

Whether
we voluntarily cease our current business or litigate and lose, we would be required to find another business opportunity whether through
an acquisition or otherwise. We may also have to pay a civil

United States securities and exchange commission logo
March 13, 2024
Michael Prevoznik
Chief Financial Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20910
Re:BTCS Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-Q for the Quarterly Period Ended September 30, 2023
File No. 001-40792
Dear Michael Prevoznik:
            We have reviewed your January 31, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our January 22,
2024 letter.
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2022
Business
Our Business, page 3
1.Refer to your response to prior comment 4. In future filings, please clarify what you mean
by your disclosure on page 3 that "StakeSeeker’s Stake Hub is central to BTCS’s growth
strategy, allowing users to delegate their crypto assets to the Company’s validator nodes"
by disclosing how it is central to your growth strategy. Also, your response that
StakeSeeker does not provide or facilitate crypto asset transactions, including the ability to
delegate crypto assets to your validator nodes appears to be inconsistent with your
disclosure on page 3 that StakeSeeker's Stake Hub allows users to delegate their crypto
assets to your validator nodes. We also note that your website describes StakeSeeker as a
secure non-custodial staking-as-a-service platform. Please advise. Additionally, if
StakeSeeker does not provide or facilitate direct, asset delegation or transaction execution

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 March 13, 2024 Page 2
 FirstName LastNameMichael Prevoznik
BTCS Inc.
March 13, 2024
Page 2
on your platform, please disclose the actual means by which users delegate crypto assets
to your validator nodes.
2.Refer to your response to prior comment 5. In future filings, please disclose whether you
hold the private keys in hot or cold storage, and disclose the percentage held in each.
3.Refer to your response to prior comment 6. We note that you obtain the data used to
calculate the Annual Percentage Reward (APR) from www.stakingrewards.com. In future
filings, please disclose how you use the data to calculate the APR. In addition, please
disclose how frequently you conduct periodic checks to validate the data used to calculate
the APR.
4.Refer to your response to prior comment 7. Please revise to describe your policies and
procedures for ensuring that your business operations are in compliance with federal
securities laws related to decisions to add functions and to add services and to determine
the type and amount of crypto assets you hold.
Risk Factors
Risks Related to Crypto Assets, page 19
5.In future filings please include a separate risk factor specifically addressing the risks to
your business if your staking program were determined to involve the offer and sale of
securities.
Note 3. Summary of Significant Accounting Policies
Crypto Assets Translations and Remeasurements, page F-9
6.We acknowledge your response to our prior comment 10. Please revise your digital assets
accounting policy to include a discussion of how your policy of classifying digital assets
as current is consistent with the definition of current assets in ASC Topic 210-10-20.
Specifically, please revise your accounting policy to state, if true, that digital assets are
classified as current assets because you have a reasonable expectation that they will be
realized in cash or sold or consumed during the normal operating cycle of your business.
Form 10-Q for the quarterly period ended September 30, 2023 filed November 9, 2023
Unaudited Condensed Financial Statements
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page 9
7.We acknowledge your response to prior comment 12 and reissue it in part.  Please address
the following:
•Quantification of rewards and revenue earned for 2021; and
•Tell us whether you have generated any revenue from your Staking-as-a-service
business, and quantify in the periods presented.

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 March 13, 2024 Page 3
 FirstName LastName
Michael Prevoznik
BTCS Inc.
March 13, 2024
Page 3
            Please contact Bonnie Baynes at 202-551-4924 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

United States securities and exchange commission logo
March 4, 2024
Charles Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue, No. 124
Silver Spring, MD 20910
Re:BTCS Inc.
Registration Statement on Form S-3
Filed February 14, 2024
File No. 333-277065
Dear Charles Allen:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
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 this letter, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1.Please revise to disclose the amount of all securities offered pursuant to General
Instruction I.B.6 during the prior 12 calendar month period. Refer to Instruction 7 to the
General Instruction I.B.6 of Form S-3.
General
2.Please confirm your understanding that we will not be in a position to declare your
registration statement effective until all outstanding comments regarding your Form 10-K
for the fiscal year ended December 31, 2022 have been resolved. In addition, to the extent
that any comments related to our review of your Form 10-K apply to disclosure in the
registration statement, please make corresponding revisions to all affected disclosure.

 FirstName LastNameCharles Allen
 Comapany NameBTCS Inc.
 March 4, 2024 Page 2
 FirstName LastName
Charles Allen
BTCS Inc.
March 4, 2024
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-
3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

January
31, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

  Re:
  BTCS
  Inc.

  Form
  10-K for the Fiscal Year Ended December 31, 2022

  Form
  10-Q for the Quarterly Period Ended September 30, 2023

  File
  No. 001-40792

Ladies
and Gentlemen:

This
letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated January 22,
2024 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2022 and the Form 10-Q
for the Quarterly Period Ended September 30, 2023.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Form
10-K for the Fiscal Year Ended Year Ended December 31, 2022

General

1. We
                                            note your response to prior comment 1. We continue to consider your response and may have
                                            further comments.

Response:

Understood.

2. Refer
                                            to your response to prior comment 2. In your response letter, you state that your business
                                            should be viewed as “more akin to that of a service provider that supplies computer
                                            hardware or software,” and that you, therefore, do not engage with the crypto assets
                                            in such a way that the identification of crypto assets as securities will impact your business,
                                            financial condition and results of operations. Further, you state that you have determined
                                            that how you account for the crypto assets you hold will not change as you believe that,
                                            “despite certain crypto assets being identified as securities by the SEC, they do not
                                            meet the definition of a security under U.S. GAAP pursuant to ASC because the decentralization
                                            of the blockchains will result in the participation of the digital assets no longer being
                                            linked to participation in property or an entity.” In future filings, please add risk
                                            factor disclosure addressing the risks and limitations of your determinations, including
                                            that they are risk-based judgments and not a legal standard or determination binding on any
                                            regulatory body or court. Also address the risks to your business, financial condition and
                                            results of operations if a regulatory body or court finds that your conclusions are incorrect.

Response:

The
Company acknowledges the Staff’s comment and in future filings will include an expanded disclosure and risk factor substantially
in the form below.

    Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

Page 2

January 31, 2024

“We
note that in separate SEC complaints, the SEC has alleged several crypto assets we hold, specifically Cardano, Tezos, Solana, Cosmos,
Polygon, Axie Infinity, and NEAR Protocol are securities. The Company has conducted a detailed legal analysis which has led us to determine
that certain crypto assets that are identified as securities by the SEC should not impact our business, financial condition, and results
of operations. Provided, however, if over 40% of our assets are considered securities excluding cash we may be considered a 1940 act
company (see the risk factor on page 20 of our Annual Report on Form 10-K). Further, the aforementioned assessment is risk-based judgments
and not a legal standard or determination binding on any regulatory body or court. To the extent a regulatory body or court finds that
our conclusions are incorrect, we may seek to cease certain of our operations. Any such action may adversely affect an investment in
us.”

3. We
                                            note your response to prior comment 8 and reissue in part. In your response, please (i) include
                                            your calculation under section 3(a)(1)(C) of the Investment Company Act, identifying each
                                            constituent part of the numerator and denominator and (ii) identify the assets that you treat
                                            as “cash items” for purposes of your analysis.

Response:

The
table below details, as of June 30, 2023, the crypto asset holdings supporting our response to prior comment 8, utilizing the impaired
book value of our crypto assets (as opposed to the fair market value). The cash items excluded from the “Total Assets” figure
consists only of USD cash deposits held in Company checking accounts. Upon request we can provide additional calculations for other periods
but note that the results are similar.

    Crypto
    Asset
    Book
    Value
    %
    of Total Assets (excl. Cash)

    Ethereum
    (ETH)
      5,176,274
      61 %

    Cardano
    (ADA)
      60,686
      1 %
      (a)

    Kusama
    (KSM)
      140,203
      2 %

    Tezos
    (XTZ)
      17,533
      0 %
      (a)

    Solana
    (SOL)
      62,569
      1 %
      (a)

    Polkadot
    (DOT)
      33,442
      0 %

    Cosmos
    (ATOM)
      1,665,976
      20 %
      (a)

    Polygon
    (MATIC)
      165,870
      2 %
      (a)

    Avalanche
    (AVAX)
      187,050
      2 %

    Axie
    Infinity (AXS)
      236,126
      3 %
      (a)

    Kava
    (KAVA)
      167,948
      2 %

    Band
    Protocol (BAND)
      948
      0 %

    Mina
    (MINA)
      30,562
      0 %

    Oasis
    Network (ROSE)
      105,908
      1 %

    Akash
    (AKT)
      19,573
      0 %

    NEAR
    Protocol (NEAR)
      89,480
      1 %
      (a)

    Evmos
    (EVMOS)
      25,888
      0 %

    Total
      8,186,036
      97 %

    Total
    Assets (excluding Cash)
    $ 8,470,266
      (b)

    Threshold:
    Total assets x 40% test
    $ 3,388,106

    Total
    - Assets identified as securities by SEC
    $ 2,298,240
      (a)

    Percentage
    of Total Assets
      27 %
      =(a)/(b)

    Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

Page 3

January 31, 2024

    Calculation
    of total Assets excluding cash

    Crypto
    assets/currencies
      948

    Investments,
    at value (Cost $100,000)
      100,000

    Staked
    crypto assets/currencies
      8,185,089

    Prepaid
    expense
      175,395

    Property
    and equipment, net
      8,834

    Total
    Assets excluding cash
    $ 8,470,266
    (b)

Business

Our
Business, page 3

4. Refer
                                            to your response to prior comment 11. In future filings, please include a more detailed description
                                            of the nature of your staking services, including the specifics of how the staking process
                                            operates on StateSeeker’s Stake Hub. In this regard, we note your disclosure on page
                                            3 that “StakeSeeker’s Stake Hub is central to BTCS’s growth strategy, allowing
                                            users to Delegate their crypto assets to the Company’s validator nodes.” Disclose
                                            how the arrangements with users of the platform are structured, and clarify whether your
                                            platform only allows users to stake or delegate their crypto assets to your validator nodes
                                            or if the platform allows users to stake to third-party validators using Stake Hub. In this
                                            regard, we note your response to comment 17 in which you say that “crypto asset holders
                                            can delegate to validator nodes not operated by the Company and sign up for StakeSeeker to
                                            utilize [y]our software.” Also, in future filings, please include the Token Rewards
                                            Production table you include in response to comment 26. To the extent that you do not earn
                                            revenues from certain users or for certain services, so state in future filings. In this
                                            regard, we note your response to comment 9 that “BTCS operates the StakeSeeker platform,
                                            which is currently a free-to-use personal finance software and informational website.”

Response:

The
Company acknowledges the Staff’s comment and in future filings will include the expanded disclosure to substantially in the form
below.

“The
Company’s internally-developed “StakeSeeker” platform is a personal finance software and education center with a comprehensive
crypto dashboard for crypto asset holders to connect, monitor, track, and analyze their crypto portfolios across exchanges and wallets
in a single analytics platform. The StakeSeeker dashboard reads user data from digital wallets and utilizes application programming interfaces
(APIs) to read data from crypto exchanges and does not allow for the trading or custody of crypto assets. StakeSeeker’s Stake Hub
functions as an educational center, offering users guidance on the delegation of their crypto assets to our non-custodial validator nodes,
along with the ability to monitor such delegation activities through data analysis. StakeSeeker does not provide or facilitate direct,
asset delegation or transaction execution on our platform. Stake Hub’s primary role is to offer instructional support and tracking
capabilities. There is no active process for asset delegation through the Stake Hub dashboard; it is primarily a monitoring tool. Crypto
asset holders are able to delegate to our validator nodes without signing up for the StakeSeeker platform; conversely, crypto asset holders
can delegate to validator nodes not operated by the Company and sign up for StakeSeeker to utilize our software. The StakeSeeker platform
is currently free-to-use for registered users, and as such does not currently generate any revenue. The Company is not a broker-dealer
or an investment advisor and does not provide any such related services.”

Refer
to tables presented in response to Comments #12 and #13 for details of the Token Rewards Production table which we plan to incorporate
in future filings under the “Company Overview” section of MD&A.

5. Refer
                                            to your response to prior comment 14. In future filings, please clarify that you self-custody
                                            your crypto assets, disclose what portion of your crypto assets you hold in hot wallets and
                                            cold wallets, whether you hold your private keys in cold storage and whether you have insurance
                                            that covers the loss of your crypto assets. In this regard, we note the first and second
                                            risk factors on page 28.

Response:

We
plan to enhance our disclosure around our custody procedures regarding our crypto assets in future filings in consideration of the Staff’s
comments. Our enhanced disclosure will supplement previous disclosure and will include disclosure substantially in the form below:

“BTCS
prioritizes self-custody of its crypto assets through secure storage of the majority of its crypto assets in cold digital wallets, with
the goal of typically maintaining less than 0.1% of its crypto assets on crypto exchanges at any given time, except during necessary
transfers between wallets and exchanges for sales or purchases. Occasionally, we may use hot wallets or move crypto assets to exchanges
for operational or transactional requirements. Additionally, we regularly transfer crypto assets to more secure cold wallets when possible.
As of December 31, 2023, [●]% of BTCS’s crypto assets were held in cold storage wallets and [●]% of crypto
assets were held in other storage wallets.

    Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

Page 4

January 31, 2024

The
Company currently does not maintain any insurance policies that provide coverage for potential losses of crypto assets in cases of theft,
lost keys, or any other events that might lead to the loss of private keys or crypto assets held within our secure digital wallets.

Our
cold wallet private keys are protected through a variety of methods, including key sharding, key encryption, and offline encrypted key
storage in safety deposit boxes situated across multiple geographic locations. This multi-layered approach ensures the utmost security
for our crypto assets.”

6. Refer
                                            to your response to prior comment 17. In future filings, please disclose how you calculate
                                            the estimated staking rewards that you include on your platform.

Response:

The
Company acknowledges the Staff’s comment and in future filings will include the expanded disclosure substantially in the form below.

“The
estimated staking rewards, expressed as the Annual Percentage Reward (APR), as displayed on StakeSeeker’s Stake Hub and our StakeSeeker
website (www.stakeseeker.com), are determined using the most recent network data obtained through API data pulls from www.stakingrewards.com,
a reputable and leading third-party blockchain data provider. To ensure accuracy and consistency, BTCS conducts periodic checks to validate
the APR data obtained against the data reported on each respective blockchain network’s blockchain explorer. Footnotes on StakeSeeker’s
Stake Hub and website state that the APR presented is not guaranteed and does not include StakeSeeker’s validator fee. The figures
are provided for informational purposes and are subject to change based on the dynamics of the underlying blockchain networks.”

7. Refer
                                            to your response to prior comment 22. Please revise to disclose the functionality of Stake
                                            Hub on your Stateseeker platform. In addition please describe your policies and procedures
                                            for ensuring that your business operations are in compliance with the federal securities
                                            laws related to the decision to add functions, services and crypto assets to your crypto
                                            asset platform.

Response:

Refer
to enhanced disclosures surrounding StakeSeeker in responses to comment #4 and #6 above. We would like to draw your attention specifically
to the disclosure language that states, “StakeSeeker does not provide or facilitate direct, asset delegation or transaction
execution on our platform. Stake Hub’s primary role is to offer instructional support and tracking capabilities. There is no active
process for asset delegation through the Stake Hub dashboard; it is primarily a monitoring tool.”

We
believe that our disclosures effectively convey that StakeSeeker is a free-to-use dashboard designed exclusively for monitoring crypto
asset holdings and transactions. Therefore, the additional monitoring capabilities for crypto assets do not i

United States securities and exchange commission logo
January 22, 2024
Michael Prevoznik
Chief Financial Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20910
Re:BTCS Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-Q for the Quarterly Period Ended September 30, 2023
File No. 001-40792
Dear Michael Prevoznik:
            We have reviewed your October 16, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 21,
2023 letter.
Form 10-K for the Fiscal Year Ended Year Ended December 31, 2022
General
1.We note your response to prior comment 1.  We continue to consider your response and
may have further comments.
2.Refer to your response to prior comment 2.  In your response letter, you state that your
business should be viewed as "more akin to that of a service provider that supplies
computer hardware or software," and that you, therefore, do not engage with the crypto
assets in such a way that the identification of crypto assets as securities will impact
your business, financial condition and results of operations.  Further, you state that you
have determined that how you account for the crypto assets you hold will not change as
you believe that, "despite certain crypto assets being identified as securities by the
SEC, they do not meet the definition of a security under U.S. GAAP pursuant to ASC
because the decentralization of the blockchains will result in the participation of the digital

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 January 22, 2024 Page 2
 FirstName LastNameMichael Prevoznik
BTCS Inc.
January 22, 2024
Page 2
assets no longer being linked to participation in property or an entity."  In future filings,
please add risk factor disclosure addressing the risks and limitations of your
determinations, including that they are risk-based judgments and not a legal standard or
determination binding on any regulatory body or court.  Also address the risks to your
business, financial condition and results of operations if a regulatory body or court finds
that your conclusions are incorrect.
3.We note your response to prior comment 8 and reissue in part. In your response, please (i)
include your calculation under section 3(a)(1)(C) of the Investment Company Act,
identifying each constituent part of the numerator and denominator and (ii) identify the
assets that you treat as “cash items” for purposes of your analysis.
Business
Our Business, page 3
4.Refer to your response to prior comment 11.  In future filings, please include a more
detailed description of the nature of your staking services, including the specifics of how
the staking process operates on StateSeeker's Stake Hub.  In this regard, we note your
disclosure on page 3 that "StakeSeeker’s Stake Hub is central to BTCS’s growth strategy,
allowing users to Delegate their crypto assets to the Company’s validator nodes."
Disclose how the arrangements with users of the platform are structured, and clarify
whether your platform only allows users to stake or delegate their crypto assets to your
validator nodes or if the platform allows users to stake to third-party validators
using Stake Hub.  In this regard, we note your response to comment 17 in which you say
that "crypto asset holders can delegate to validator nodes not operated by the Company
and sign up for StakeSeeker to utilize [y]our software."  Also, in future filings, please
include the Token Rewards Production table you include in response to comment 26.  To
the extent that you do not earn revenues from certain users or for certain services, so state
in future filings.  In this regard, we note your response to comment 9 that "BTCS operates
the StakeSeeker platform, which is currently a free-to-use personal finance software and
informational website."
5.Refer to your response to prior comment 14.  In future filings, please clarify that you self-
custody your crypto assets, disclose what portion of your crypto assets you hold in hot
wallets and cold wallets, whether you hold your private keys in cold storage and whether
you have insurance that covers the loss of your crypto assets.  In this regard, we note the
first and second risk factors on page 28.
6.Refer to your response to prior comment 17.  In future filings, please disclose how you
calculate the estimated staking rewards that you include on your platform.
7.Refer to your response to prior comment 22.  Please revise to disclose the functionality of
Stake Hub on your Stateseeker platform.  In addition please describe your policies and
procedures for ensuring that your business operations are in compliance with the federal
securities laws related to the decision to add functions, services and crypto assets to your

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 January 22, 2024 Page 3
 FirstName LastNameMichael Prevoznik
BTCS Inc.
January 22, 2024
Page 3
crypto asset platform.
Risks Related to Crypto Assets
A particular crypto asset's status as a security, page 19
8.Refer to your response to prior comment 31.  In future filings, please revise to balance the
proposed disclosure by, for example, disclosing that the legal tests to determine whether a
crypto asset is a security has been established by the U.S. Supreme Court case law and
that the Commission and staff have issued reports, orders, and statements that provide
guidance on when a crypto asset may be a security for purposes of the U.S. federal
securities laws.  In addition, please explain what you mean by the statement that refers to
"murky legal issues."
Note 3. Summary of Significant Accounting Policies
Crypto Assets Translations and Remeasurements, page F-9
9.We note your response to prior comment 37.  Please tell us, and revise future filings as
requested, to address the following:
•Quantify rewards earned for productive assets included in "crypto assets" and "staked
crypto assets;" and
•Your accounting for all three of your crypto line items, including your accounting for
them as productive/non-productive characterizations, staked/non-staked, and their
relevant lock-up periods.
10.We note your response to prior comment 37 and your disclosures on page 14 in your
December 31, 2022 Form 10-K and page 27 in your September 30, 2023 Form 10-Q that
you view your crypto as long-term holding that is not held for regular trading, and that the
Company’s cash position and liquid crypto assets are sufficient to support its daily
operations over the next twelve months.  As most of your crypto assets are recorded as
current assets on your Balance Sheet, please reconcile these disclosures for us and tell us
how your classification of cryptocurrencies as current assets is consistent with the
definition of current assets in ASC 210-10-20.
Form 10-Q for the quarterly period ended September 30, 2023 filed November 9, 2023
Unaudited Condensed Financial Statements
Note 3 - Summary of Significant Accounting Policies
Stablecoins, page 9
11.We note your disclosure on page 9 that you hold stablecoin, but the accounting for it is
unclear.  Please tell us, and revise future filings, to address the following:
•Quantify stablecoins that are USDT (Tether) and USDC (USD Coin);
•Clarify your accounting for USDT and USDC specifically whether you believe each
coin is an indefinite-lived intangible asset under ASC 350 or financial asset under
ASC 825; and

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 January 22, 2024 Page 4
 FirstName LastName
Michael Prevoznik
BTCS Inc.
January 22, 2024
Page 4
•Tell us whether you have a Circle Mint account and whether you can redeem
USDC for US fiat.
Revenue Recognition, page 9
12.Please tell us, and revise future filings, to quantify revenue from running your own crypto
asset validator nodes as well as revenue by staking crypto assets on nodes run by third-
party operators.  Please quantify in all periods presented.  Please also tell us whether and
to what extent you have generated any revenue from your Staking-as-a-service business.
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Company Overview, page 22
13.Please revise your quarterly crypto asset tables to disaggregrate revenue by the coin on
which it is earned.
            Please contact Bonnie Baynes at 202-551-4924 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

October
16, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

Re: BTCS
                                            Inc.

 Form
                                            10-K for the Fiscal Year Ended December 31, 2022

 Filed
                                            March 31, 2023

 Form
                                            10-K/A for the Fiscal year Ended December 31, 2022

 Filed
                                            April 27, 2023

 File
                                            No. 001-40792

Ladies
and Gentlemen:

This
letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated September
21, 2023 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s Form 10-K and Form 10-K/A for the Fiscal Year Ended December 31, 2022.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2022

General

1. Please
                                            provide us with your legal analysis as to why you believe your activities supporting staking-as-a-service
                                            are executed in compliance with the federal securities laws, including why the agreements
                                            related to the staking-as-a-service program are not securities under Section 2(a)(1) of the
                                            Securities Act. In responding to this comment, please include a materially complete description
                                            of the program.

Response:

BTCS
Staking as a Service Program Overview

BTCS
uses its blockchain infrastructure to operate validator nodes on various proof of stake-based blockchain networks. In connection with
the validation of transactions occurring on those blockchain networks, BTCS stakes digital assets native to those blockchains in order
to earn staking rewards. BTCS also uses its blockchain infrastructure to validate and sign transactions on behalf of customers that delegate
their validation to BTCS-operated validator nodes (referred to as “Staking as a Service” or “StaaS”). Unlike
Coinbase and Kraken, BTCS does not take custody and pool customer crypto assets or customer crypto rewards; rewards are sent directly
to customers by the respective blockchain network and are never in BTCS’s possession. Similarly, BTCS, unlike Coinbase and Kraken,
only offers StaaS for delegated proof of stake blockchains, not proof of stake blockchains like Ethereum. While BTCS does stake Ethereum
which is a proof of stake blockchain it only does so with its own crypto assets. The key differentiating factor is that BTCS does not
take possession of users’ private “keys” or “crypto” as further detailed herein.

Securities and Exchange Commission

October 16, 2023

Page 2

StaaS
providers are operators of computer infrastructure and validation software that allow them and their delegators (collectively, the “Delegators”
and each, a “Delegator” or as may be referred to herein as “clients”, “customers” or “users”),
to stake certain blockchain-based digital assets native to blockchain networks (“native digital assets”) utilizing a delegated
Proof of Stake (“dPoS”) consensus protocol. dPoS protocols provide for the validation of transactions on the related network
as well as a “sybil resistance” mechanism to help secure the network.

The
nodes comprising a blockchain network use a protocol (or set of rules) to reach an agreement as to whether a given transaction proposed
by a user of the network is valid under the rules of the protocol and should be added to the ledger (such agreement being referred to
as “consensus”). Protocols typically group transactions into blocks that can only be added to the common ledger when validated
by a sufficient percentage of a dispersed network of unrelated computers or servers called “nodes” in the network. A complete
record (or “blockchain”) is maintained on the ledger by adding these groups (or “blocks”) of transactions to
the chain, and the nodes constantly automatically monitor the blocks to ensure record accuracy.

dPoS
networks rely on validators who own native digital assets and operate nodes for the network to confirm the validity of the transactions
comprising each block to be added to the network ledger. The dPoS protocol software run by the relevant network nodes generally determines
the validator node for each block at random, though each blockchain may have differing selection criteria. To be eligible to validate
transactions and to mint new blocks to the chain, validators are required to “stake” the relevant native digital assets whereby
validators commit value (in the form of the native digital asset) to the underlying network and lock their native digital assets, preventing
them from otherwise transacting with those native digital assets while they are staked. The dPoS mechanism is a sybil-resistance tool
(fights against attacks on nodes) that incentivizes validators to confirm transactions that conform to the rules of the protocol at the
risk of losing their staked assets (“slashing”). Validators utilizing their native digital assets to participate in dPoS
protocols secure the relevant network and receive staking rewards for doing so.

Validators
in a dPoS network collect newly minted native digital assets and sometimes receive other transaction fees for the blocks they validate.
These “rewards” in the dPoS network encourage validators to participate in the network and thereby help to secure and decentralize
the network.

Securities and Exchange Commission

October 16, 2023

Page 3

A
StaaS provider maintains a ministerial role in validating transactions on a given dPoS network on behalf of its delegators by (1) arranging
transactions using open-source software to stake the relevant digital assets; (2) monitoring the nodes it is operating to ensure the
computers remain online to validate transactions; and (3) verifying transactions on the network when required.

Depending
on the dPoS network, a holder of native digital assets can generally participate in staking in three different ways: (1) act as principal,
staking their own digital assets as collateral ; (2) delegate their ability to participate in transaction validation to a third-party
StaaS provider, such as BTCS, allowing the provider to validate new transaction blocks on the underlying network; or (3) give custody
of their digital assets to a provider (e.g., Coinbase or Kraken), who then acts as principal to stake the assets and validate transactions
on the owner’s behalf.

BTCS
does not take custody of native digital assets on behalf of clients in connection with providing StaaS and all delegated assets
are subject to the rules of the respective blockchain.

Securities
Law Analysis

From
a securities law perspective, the key question is whether a StaaS scheme or arrangement constitutes a “security.” The federal
securities laws define the term security to include a variety of different assets.1 For purposes of an analysis of whether
the non-custodial staking business of BTCS involves the sale or purchase of a security, the key statutory phrase is “investment
contract.” Digital assets, or transactions involving digital assets, that are not plainly one of the other types of securities
enumerated in Section 2(a)(1) of the Securities Act or Section 3(a)(10) of the Exchange Act may still be deemed to constitute part of
an “investment contract” and, therefore, be considered securities by the SEC.2

The
test to determine whether a particular scheme would be considered an “investment contract” was established in SEC. v.
W.J. Howey Co., 328 U.S. 294 (1946), and has come to be known as the “Howey test”.3 The Howey
test looks at whether the scheme involves:

(1)
an investment of money;

(2)
in a common enterprise;

(3)
with the reasonable expectation of profits; and

(4)
solely from the efforts of others. This last prong of the Howey test has been modified by subsequent case law to require an expectation
of profits derived from the essential managerial efforts of others.4

1
Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77b(a)(1) (2023); Securities Exchange Act of 1934 (the
“Exchange Act”), 15 U.S.C. § 78c(10) (2023) (defining “security” and listing a variety of assets that are
considered securities including an “investment contract”).

2
See SEC v. Edwards, 540 U.S. 389, 393 (2004) (defining an investment contract as a definition that “embodies a flexible
rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes devised by those who seek
the use of the money of others on the promise of profits” (quoting SEC v. W.J. Howey Co., 328 U.S. 293, 299 (1946)).

3
SEC v. W.J. Howey Co., 328 U.S. 293, 301 (1946); see also SEC. v. Edwards, 540 U.S. 389, 393 (2004).

4
SEC v. Glenn W. Turner Enters., Inc., 474 F.2d 476, 482 (9th Cir. 1973).

Securities and Exchange Commission

October 16, 2023

Page 4

All
four elements of the Howey test must be present for a scheme to be considered an “investment contract” under this
test. As detailed below the economic reality of BTCS’s non-custodial StaaS program does not meet any of the four elements of the
Howey test and does not create an investment contract.

 I. Investment
                                            of Money

BTCS’s
StaaS service is non-custodial meaning BTCS never takes possession or has control of either a delegator’s staked crypto assets
(private keys) or the reward earned for staking their crypto assets so therefore does not involve an investment of money. In November
2022 BTCS submitted an inquiry to the SEC’s Strategic Hub for Innovation and Financial Technology (“FinHub”) which
outlines three methods in which staking can be performed. See Schedule 1. The SEC was unable to provide guidance that having staking
rewards “flow through” BTCS to delegators would not inadvertently create a security under the Howey test. As such
BTCS elected to implement non-custodial staking (aka Native staking) which clearly does not create a security under the Howey
test.

While
delegators use the assets they own, and give up alternative uses of those assets during the time they are staked, the opportunity cost
of staking is not an investment. Unlike stakers in custodial platforms, those who use BTCS’s non-custodial StaaS retain full ownership
and control over their crypto assets at all times, which means, by definition, there cannot be an investment. By contrast, in Howey,
the investors had no custody of the orange grove they invested in. Instead the passive investors entered into a services contract with
W. J. Howey Co., and the primary risk they faced was not a breach of contract, but the financial risk of a failed enterprise. If the
company failed in its management of the enterprise, or if other risks such as poor weather or a depressed orange market intervened, there
would be insufficient oranges to sell to make up the investors’ losses. The investors were betting on the ability of the company
to successfully grow and sell oranges at a profit meaning the company could perform every promised action and yet the investors could
still face a loss. This analog does not exist with BTCS’s non-custodial StaaS model. Delegators are not betting on the success
of BTCS or its StaaS platform as an enterprise. Delegators are using existing staking protocols to reap a benefit, which they could do
directly or through a service provider as a convenience. While there is a risk that the service could fail to achieve the promised capabilities,
that failure would be a breach of contract, not a failed investment.

Any
rewards the users receive are not investment gains. Reward payouts are paid by the blockchain network directly to a delegator’s
wallet and are simply the result of the successful performance of compliant validation in which the delegator participates, which is
dictated by the blockchain protocol, not BTCS. There is neither the risk that the service provider will fail to make good choices about
staking, nor that the provider failed to accurately predict and adjust for market events. There is only the risk that the provider did
or did not comply with a prescribed set of rules. That is simple contractual risk—no different than the risk a company faces when
hosting its website on Amazon Web Services, or what a car owner faces when trusting a vehicle to a mechanic, or what a homeowner faces
in trusting the completion of renovations to a contractor. Such a simple contractual risk is not the type of risk the securities laws
were intended to address.

Securities and Exchange Commission

October 16, 2023

Page 5

Whether
an investment of cash or other assets, the courts have agreed that there must be risk of financial loss. The “investment of money”
prong narrows the types of financial risk that securities laws and regulations concern itself with. The risk of financial loss must be
the type of loss that accompanies an investment and not the risk that every party to a contract faces when depending on the other party
to perform its obligations under the contract. The risk of financial loss is simply absent from the use of BTCS StaaS validator nodes,
and therefore only a contract for services exists. BTCS delegators can delegate and withdraw their supported native digital assets as
they see fit, subject to the rules of the particular blockchain protocol. Because delegators always retain custody and control over their
supported native digital assets (both staked and rewards) and can withdraw them from the BTCS StaaS arrangement at will there is no “investment
of money.” Finally, in the event a BTCS creditor were to attempt to seize delegated assets, the creditor would only be successful
in seizing BTCS’s own assets) because BTCS does not have custody of delegated assets. Moreover, creditors would not have a valid
legal claim to delegated assets.

 II. Common
                                            Enterprise

There
is no common enterprise among Delegators or between Delegators and BTCS with its StaaS service regardless of whether the definition of
vertical or horizontal commonality is used.5

Investors
in a common enterprise need the protections of the federal securities laws because the fate of their investment is tied to the fate of
the enterprise—either through the seller, promoter, or third party. In many ways this analysis of vertical commonality is similar
to the fourth prong of Howey described infra in Section IV below. This vulnerability is categorically different from the kind
of routine counterparty risk that can be mitigated by ordinary commercial due diligence, and that is entirely independent of the counterparty
risk faced by other customers of a provider. In the context of BTCS StaaS, BTCS does not take custody of delegator assets, meaning they
are not joined together in the context of the Howey test, there is no horizontal commonalty, and therefore no “common enterprise.”

Users
of native staking or non-custodial staking retain full authority over their assets, with the ability to unstake them, sell, hypothecate,
vote, pledge, or otherwise dispose of them independently from the service provider and its other delegators. Since the assets belong
to the user throughout, the failure of the entire staking service provider such as BTCS StaaS has no effect on the user’s property
rights. The user would only need to find a new provider, or create the necessary set-up to engage in staking as an individual.

5
See Brodt v. Bache & Co., Inc., 595 F.2d 459, 4

United States securities and exchange commission logo
September 21, 2023
Michael Prevoznik
Chief Financial Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20910
Re:BTCS Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Form 10-K/A for the Fiscal year Ended December 31, 2022
Filed April 27, 2023
File No. 001-40792
Dear Michael Prevoznik:
            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.
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2022
General
1.Please provide us with your legal analysis as to why you believe your activities supporting
staking-as-a-service are executed in compliance with the federal securities laws, including
why the agreements related to the staking-as-a-service program are not securities under
Section 2(a)(1) of the Securities Act.  In responding to this comment, please include a
materially complete description of the program.
2.We note that in separate SEC complaints, the SEC identified Cardano, Tezos, Solana,
Cosmos, Polygon, Axie Infinity, and NEAR Protocol crypto assets as securities.  In future
filings, please include a detailed discussion regarding the impact this may have on your
business, financial condition and results of operation.

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 September 21, 2023 Page 2
 FirstName LastNameMichael Prevoznik
BTCS Inc.
September 21, 2023
Page 2
3.We note your current report filed on Form 8-K on June 29, 2023 indicating that on June
29, 2023, you listed your Series V Preferred Stock on Upstream.  Please tell us whether
U.S. investors are able to buy or sell these shares on Upstream.  In that regard we note that
your current report includes instructions for U.S. based Preferred Stock holders to deposit
and trade their shares with Upstream.  If U.S. investors are not permitted to buy and sell
your Series V Preferred Stock on Upstream please explain to us, in sufficient detail, how
U.S. investors are prevented from buying or selling on Upstream, and also explain how
such prohibition is consistent with the above-noted instructions in your current report.
4.We note that Upstream prohibits U.S. investors from depositing, buying, or selling
securities on Upstream unless they are introduced by a licensed broker-dealer.  We also
note that Upstream identifies Boustead Securities as an introducing broker.  Please clarify
the relationship between the introducing broker and Upstream and the functions expected
to be performed by the introducing broker when it “introduces” U.S. investors to
Upstream.  For example, will the introducing broker transmit orders to Upstream on
behalf of U.S. investors or will U.S. investors access Upstream directly after being
referred to Upstream by the introducing broker?  Further, will Upstream (or MERJ
Depository or MERJ Exchange) carry customer accounts on behalf of the introducing
broker?
5.Please explain why you believe MERJ Depository and MERJ Exchange are not required
to register with the Commission as a broker or dealer, national securities exchange and/or
clearing agency.
6.We note that you indicate that you “do not hold or take possession of any Delegator funds,
crypto assets, or crypto asset rewards at any point during the Staking process,” but also
note that you currently hold substantial amounts of “staked crypto tokens” on your
balance sheet. Please clarify whether the “staked crypto tokens” held on your balance
sheet are assets held for the benefit of your customers, or if such “staked crypto tokens”
are digital assets staked for your own benefit.
7.Please provide a detailed legal analysis regarding whether the Company and its
subsidiaries meet the definition of an “investment company” under Section 3(a)(1)(A) of
the Investment Company Act. In your response, please address, in detail, each of the
factors outlined in Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and provide
legal and factual support for your analysis of each such factor.
8.Please provide a detailed legal analysis regarding whether the Company or any of its
subsidiaries meet the definition of an “investment company” under Section 3(a)(1)(C) of
the Investment Company Act. In your response, please include all relevant calculations
under Section 3(a)(1)(C), identifying each constituent part of the numerators and
denominators, with values as of your most recent fiscal quarter ended. Please also describe
and discuss their proposed treatment for purposes of section 3(a)(1)(C), as well as any
other substantive determinations and/or characterizations of assets that are material to
your calculations.

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 September 21, 2023 Page 3
 FirstName LastNameMichael Prevoznik
BTCS Inc.
September 21, 2023
Page 3
9.Please provide us with a comprehensive accounting analysis addressing the impact of
Staff Accounting Bulletin (“SAB”) No. 121 on your financial statements. Ensure your
analysis addresses the applicability of the SAB to your business, your conclusion on
treatment, how the impacted items are reflected in the financial statements and identify the
specific line items including quantification of the amounts of the impact. In your response,
clarify whether you hold, or engage other parties to hold on your behalf, any
cryptocurrency assets for any customers, third parties, related parties or entities that are
not included in the consolidated financial statements.
10.In future filings, please provide disclosure of any significant crypto asset market
developments material to understanding or assessing your business, financial condition
and results of operations, or share price since your last reporting period, including any
material impact from the price volatility of crypto assets.
Business
Our Business, page 3
11.In future filings, please include a more detailed description of the nature of your staking
services, including the specifics of how the staking process operates on your
StakeSeeker platform, how the arrangements with the users of your platform are
structured and whether your platform only allows users to stake or delegate their crypto
assets to your validator nodes or if it allows users to stake to third-party validators.  In
addition, please disclose the number of native tokens earned from staking your own crypto
assets and disclose any revenues earned from fees in connection with your StakeSeeker
service, separately discussing any revenue from users of your platform staking and
delegating their crypto assets to your validator nodes, and, as applicable, to third-party
validators.
12.We note your disclosure that "bad behavior" can be penalized by "slashing" the validator's
holdings and/or rewards.  In future filings, please revise to briefly describe what you mean
by "bad behavior" and "slashing."  In addition, please disclose what will happen to the
users of your platform that have staked their crypto assets to one of your validator nodes if
you are penalized for "bad behavior," and, to the extent that the platform allows users to
stake their crypto assets to other validators, what will happen if the third-party validators
are penalized for "bad behavior."
13.In future filings, please disclose whether you intend to hold or monetize your earned
crypto assets, and disclose your policies related to the uses of the earned crypto assets.  In
addition, disclose how you monetize your crypto assets, including the exchanges you use
and whether you have any agreements with any exchanges.
14.In future filings, please disclose your custody procedures and arrangements by identifying
your third-party custodians and describing the material terms of the agreements,
including:
•what portion of your crypto assets are held in hot wallets and cold wallets;

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 September 21, 2023 Page 4
 FirstName LastNameMichael Prevoznik
BTCS Inc.
September 21, 2023
Page 4
•the geographic location where crypto assets are held in cold wallets;
•whether any persons (e.g., auditors, etc.) are responsible for verifying the existence
for the crypto assets held by the third-party custodian(s); and
•a description of your custodian's insurance and the degree to which such policies
provide coverage for the loss of your crypto assets.
15.In future filings, please revise to include a comprehensive breakeven analysis for your
validator operations that compares the cost to earn one crypto asset with the value of the
crypto asset.
16.We note your disclosure on page 3 that "[t]he growth of both StakeSeeker's user base as
well as the number and size of staked crypto assets by Delegators to company-run
validator nodes is critical to [your] strategy and success."  In future filings, please revise
to disclose the size of your user base and the number and size of staked crypto assets.
17.In future filings, please provide greater details regarding your users and describe the use
of digital engagement practices in connection with your platform, including, as examples,
only, behavior prompts, differential marketing, game-like features and other design
elements or features designed to engage with retail investors.  Please also address the
following, without limitation:
•Specifically describe the analytical and technological tools and methods you use in
connection with such practices and your use of technology to develop and provide
investment education tools;
•Clarify whether any of such practices encourage retail investors to invest in different
products or change investment strategies;
•Clarify whether you use any optimization functions (e.g., to increase platform
revenues, data collection and customer engagement);
•To the extent your use of any optimization functions may lead to potential conflicts
between your platform and investors, please add related risk factor disclosure; and
•Describe in greater detail your data collection practices or those of your third-party
service providers.
Please include a separate risk factor discussing the current and potential future regulatory
risks associated with your use of digital engagement practices.  In that regard, please
consider the SEC's request for information and public comment on matters related to the
use of such practices made on August 27, 2021.
18.In future filings, to the extent material, please discuss how the bankruptcies of companies
in the crypto asset market and the downstream effects of those bankruptcies have
impacted or may impact your business, financial condition, customers, and counterparties,
either directly or indirectly.  Clarify here whether you have material assets that may not be
recovered due to the bankruptcies or may otherwise be lost or misappropriated.
19.In future filings, if material to an understanding of your business, please describe any
direct or indirect exposures to other counterparties, customers, custodians, or other
participants in crypto asset markets known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 September 21, 2023 Page 5
 FirstName LastName
Michael Prevoznik
BTCS Inc.
September 21, 2023
Page 5
for the benefit of creditors, or have had a receiver appointed for them;
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets;
•Have the crypto assets of their customers unaccounted for; and
•Have experienced material corporate compliance failures.
20.We note your disclosure on page 3 that "BTCS plans to expand its PoS operations to
secure other disruptive blockchain protocols that allow for Delegating."  In future filings,
please disclose how you select blockchain networks.
21.We note that you stake crypto assets on your own validator nodes and on nodes run by
third-party operators both directly or through crypto asset exchanges.  In future filings,
please disclose the material terms of your agreements with the third-party operators
and identify both the third-party operators and the crypto asset exchanges on which you
stake your crypto assets.  In addition, please describe any material risks to you, either
direct or indirect, due to excessive redemptions, withdrawals, or a suspension of
redemptions or withdrawals of crypto assets on the exchanges that you use, and identify
any material concentrations of risk and quantify any material exposures.
22.We note your disclosure that your crypto asset platform is still in beta form.  In future
filings, please disclose its current functionality, your plans for future phases of the
crypto asset platform, including a timeline and the estimated costs of developing the
crypto asset platform.  In this regard, we note your disclosure on page 6 that you intend to
acquire additional crypto assets and to continue to develop and expand upon your
crypto asset platform to enable it to offer a wider range of functions and availability for
use with a greater variety of crypto assets.  Please revise to disclose the functions you plan
to add to your crypto asset platform, and how you intend to add these functions and
services in compliance with the federal securities laws.  In addition, please disclose the
policies and procedures for compliance with the federal securities laws, related to the
decision to add functions and crypto assets to your crypto asset platform.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
10
23.In future filings, please disclose whether you have experienced excessive removal of
staked crypto assets, and, if so, explain the potential effects on your financial condition.
24.We note that you own crypto assets.  In future filings, to the extent material,
please explain whether these crypto assets serve as collateral for any loan, margin,
rehypothecation, or other similar activities to which you or your affiliates are a party. If
so, identify and quantify the crypto assets used in these financing arrangements and
disclose the nature of your relationship for loans with parties other than third-parties. State
whether there are any encumbrances on the collateral.  Discuss whether the current crypto
asset market disruption has affected the value of the underlying collateral.

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 September 21, 2023 Page 6
 FirstName LastName
Michael Prevoznik
BTCS Inc.
September 21, 2023
Page 6
Results of Operations for the Years Ended December 31, 2022 and 2021, page 13
25.Please enhance future filings to further disaggregate general and administrative, research
and development, compensation and related expenses, and marketing expense to provide
investors with a quantified understanding of significant underlying components of these
line items that are material to your operations. Your current disclosures only provide
explanation of the year-over-year change and the nature of and drivers of current year
activity are unclear. Further, enhance your disclosures to clarify the impact of material
changes on future operating trends. Refer to Item 303(b)(2) of Regulation S-K and Section
III.D of SEC Release No. 33-6835.
Validator Revenue, page 13
26.You disclose validator revenue as your only revenue item.  However, you also disclose on
page 15 that you generate revenue from staking transactions using your own validator
nodes as well as staking on third party nodes, and that you also purchase crypto assets for
non-staking activities.  Further, your int

CORRESP
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BTCS
INC.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

February
16, 2021

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D. C. 20549

    Re:
    BTCS
    Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-252509

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. on February
16, 2021, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

    Very
    truly yours,

    /s/
    Charles W. Allen

    Charles
    W. Allen

    Chief
    Executive Officer

    cc:
    Brian S. Bernstein, Esq.

Michael
D. Harris, Esq.

CORRESP
1
filename1.htm

BTCS
INC.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

January
29, 2021

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D. C. 20549

    Re:
    BTCS
    Inc.

    Registration
    Statement on Form S-1

    File
    No.  333-252511

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. on February
1, 2021, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 266-4200.

    Very
    truly yours,

    /s/
    Charles W. Allen

    Charles
    W. Allen

    Chief
    Executive Officer

    cc:

    Brian
    S. Bernstein, Esq.

    Michael
    D. Harris, Esq.

United States securities and exchange commission logo
January 29, 2021
Charles Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20910
Re:BTCS Inc.
Registration Statement on Form S-1
Filed January 28, 2021
File No. 333-252511
Dear Mr. Allen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian S. Bernstein, Esq.

CORRESP
1
filename1.htm

BTCS
INC.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

January
29, 2021

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D. C. 20910

    Re:
    BTCS
    Inc.

    Registration
    Statement on Form S-1

    File
    No.
    333-252510

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. on February
1, 2021, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 266-4200.

    Very
    truly yours,

    /s/
    Charles W. Allen

    Charles
    W. Allen

    Chief
    Executive Officer

    cc:

    Brian
    S. Bernstein, Esq.

    Michael
    D. Harris, Esq.

CORRESP
1
filename1.htm

BTCS
INC.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

June
25, 2020

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D. C. 20549

    Re:
    BTCS
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-239334

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. on June
26, 2020, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

    Very
    truly yours,

    /s/
    Charles W. Allen

    Charles
    W. Allen

    Chief
    Executive Officer

cc:

Brian
S. Bernstein, Esq.

Michael
D. Harris, Esq.

United States securities and exchange commission logo
June 25, 2020
Charles W. Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, Maryland 20910
Re:BTCS Inc.
Registration Statement on Form S-1
Filed June 22, 2020
File No. 333-239334
Dear Mr. Allen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jan Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian S. Bernstein, Esq.

CORRESP
1
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BTCS
INC.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

December
19, 2019

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    BTCS
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-233638

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 P.M. on December
20, 2019, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

    Very
    truly yours,

    /s/
    Charles W. Allen

    Charles
    W. Allen

    Chief Executive Officer

    cc:

    Brian
    S. Bernstein, Esq.

    Michael
    D. Harris, Esq.

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

December
10, 2019

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Jan Woo and Mitchell Austin

Re:
BTCS Inc.

Registration
Statement on Form S-1

File
No. 333-233638

Mr.
Austin:

As
requested on your phone call with legal counsel for BTCS Inc. (“BTCS”), BTCS is providing you with the following information:

    ●
    The
    Registration Statement on Form S-1 (File No. 333-231586) (the “Prior S-1) went effective May 28, 2019; and

    ●
    The
    Company sold all the shares to the Selling Shareholder on or prior to August 18, 2019 and the Selling Shareholder indicated
    to the Company that they had sold substantially all of the shares under the Prior S-1 on or prior to September 18, 2019.

Consequently,
the Company waited to file a new registration statement on a date that is later than: (i) six months from the effective date and
(ii) 60 days after substantially all of the shares were sold.

If
you have any questions, please do not hesitate to contact me at (917) 359-4714.

    Sincerely,

    /s/
    Charles Allen

    Charles
    Allen, CEO of BTCS, Inc.

September 11, 2019
Charles W., Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20901
Re:BTCS Inc.
Registration Statement on Form S-1
Filed September 5, 2019
File No. 333-233638
Dear Mr. W.:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 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.
Registration Statement on Form S-1 filed September 5, 2019
General
1.We note that you previously registered a resale offering by Cavalry Fund I, LP on Form S-
1 that was declared effective on May 28, 2019 (file no. 333-231586).  The prospectus
supplement filed August 28, 2019 also appears to indicate that Cavalry Fund I, LP has
completed the resale of all of the securities registered under this prior registration
statement.  Given the prior offering by Cavalry Fund I, LP and the amount being
registered with the current registration statement, the transaction appears to be a primary
offering.  Because you are not eligible to conduct a primary offering on Form S-3, you are
not eligible to conduct a primary at-the-market offering under Rule 415(a)(4).  Please tell
us the date on which Cavalry Fund I, LP and its affiliates completed the resale of all of the
securities registered under the prior registration statement.  Please revise your current

 FirstName LastNameCharles W., Allen
 Comapany NameBTCS Inc.
 September 11, 2019 Page 2
 FirstName LastName
Charles W., Allen
BTCS Inc.
September 11, 2019
Page 2
registration statement to register no greater than one-third of the number of the company's
outstanding shares held by non-affiliates.  Please note that the one-third calculation may
need to include shares registered for resale under the prior Form S-1 depending on the
amount remaining on the prior Form S-1 and the date of the last sale under the prior Form
S-1.
            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.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Brian S. Bernstein, Esq.

May 28, 2019
Charles Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, Maryland 20901
Re:BTCS Inc.
Registration Statement on Form S-1
Filed May 17, 2019
File No. 333-231586
Dear Mr. Allen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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 Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence,
Jan Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551-3730.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Brian Bernstein

CORRESP
1
filename1.htm

BTCS
INC.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

May
28, 2019

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    BTCS
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-231586

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, BTCS Inc. is hereby requesting that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 P.M. on May
28, 2019, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

    Very
    truly yours,

    /s/
    Charles W. Allen

    Charles
    W. Allen

    Chief
    Executive Officer

cc:

Brian
S. Bernstein, Esq.

Michael
D. Harris, Esq.

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

November
2, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jan Woo

    Re:

    BTCS
    Inc.

    Registration
    Statement on Form S-1

    Filed
    October 31, 2018

    File
    No. 333-219893

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, BTCS Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:00pm, Eastern Time, on November 5, 2018, or as soon thereafter as possible.

We
hereby acknowledge that:

 ● should
                                         the Commission or the staff, acting pursuant to delegated authority, declare the filing
                                         effective, it does not foreclose the Commission from taking any action with respect to
                                         the filing;

 ● the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the filing effective, does not relieve the Company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 ● the
                                         Company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

    Very
    truly yours,

    By:

    /s/
                                         Charles Allen

    Name:
    Charles
                                         Allen

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

October
31, 2018

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Jan Woo

Re:
BTCS Inc.

Amendment
No. 7 to Registration Statement on Form S-1

Filed
October 12, 2018

File
No. 333-219893

Ladies
and Gentlemen:

The following responses
address the comments of the Staff (the “Staff”) as set forth in its letter dated October 24, 2018 (the “Comment
Letter”) relating to Amendment No. 7 of the Registration Statement on Form S-1 (the “Registration Statement”)
of BTCS Inc. (“BTCS”) filed on October 12, 2018 respectively. They also address oral comments delivered by Bernie
Nolan, Esq. to our counsel, Michael D. Harris, Esq. of Nason Yeager Gerson Harris & Fumero, P.A. BTCS is simultaneously
filing Amendment No. 8 to the Registration Statement (the “Amendment”) with this response letter.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with BTCS response set forth
immediately beneath such comment.

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. We
                                         note that you are registering an additional 55,000,000 shares of common stock underlying
                                         Series C Warrants that were issued for no consideration in October 2018. Given the number
                                         of shares being registered for resale on behalf of the selling shareholders in relation
                                         to the number of your outstanding shares held by non-affiliates, the transaction appears
                                         to be a primary offering. Please provide us with your analysis as to why you believe
                                         this is not a primary offering such that the selling shareholders are identified as underwriters
                                         and the shares are offered at a fixed price. For guidance, refer to Compliance and Disclosure
                                         Interpretations, Securities Act Rules, Question 612.09.

Response:

We
have eliminated the common stock issued upon exercise of the Series C Warrants. This reduces the number of shares that we attempting
to register for resale under the Amendment from 122,939,632 to 67,939,632. Based upon the table below, we respectfully submit
that the offering contemplated by the Registration Statement is a valid offering by or on behalf of the selling shareholders
that may be registered for sale on a continuous basis pursuant to Rule 415(a)(1)(i) under the Securities Act of 1933.

The
following table sets forth the Registered Shares as set forth in Amendment# 7 and Amendment# 8 as well as the Registered Shares
as a percent of BTCS’ non-affiliate public float.

    Amendment
    #7
 (10/12/2018)
    Amendment
    #8
 (10/31/2018)

    Common Shares Outstanding
      372,605,986
      372,605,986

    Shares held by Affiliates
      4,320,501
      4,320,501

    Common Shares in Public Float
      368,285,485
      368,285,485

    Shares being Registered
      122,939,632
      67,939,632

    % of Public Float
      33.38 %
      18.45 %

 2. You
                                         state that the Series C Warrants were issued for no consideration. We note, however,
                                         that the form of warrant that has been filed as an exhibit indicates that the warrants
                                         were issued “for value received.” Please reconcile, and describe the value
                                         or benefit that you received in exchange for such issuance. If you received no value
                                         or benefit, please provide a legal analysis as to whether the warrants were validly issued
                                         and fully paid under state law.

Response:

Our
counsel agrees that Nevada law does not permit the issuance of warrants to the holders of an outstanding class or series
except on a pro rata basis. Since the warrants were not issued on a pro rata basis, we have cancelled them pursuant to a
letter agreement executed by each Series C Warrant holder. A copy of the form of response letter is filed as Exhibit
10.32. An appropriate change has been made at page 39 of the Prospectus.

Oral
Comments

 3. Mr.
                                         Nolan advised Mr. Harris that the Private Placement section should have a cross reference
                                         to the audited financial statements. The disclosure has been added at page 39.

 4. Mr.
                                         Nolan noted that Amendment No. 7 had a discrepancy between the number of shares of common
                                         stock offered by selling shareholders on the cover page and the number reflected
                                         in the Selling Shareholders section of the Prospectus. The number of 67,939,632
                                         shares on the cover page and page 63 is accurate.

 5. The
                                         opinion as to legality has been modified and now clearly covers currently outstanding
                                         shares offered by the Prospectus as well as all warrant shares offered.

In
addition to conforming changes to the Prospectus resulting from the Staff’s five comments, appropriate minor updating was
made throughout the Prospectus.

Should
the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to
discuss these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions
concerning this response letter to Michael D. Harris, BTCS’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.

    Sincerely
    yours,

    /s/
    Charles Allen

    Charles Allen

    Chief Executive Officer

    Michael D. Harris,
    Esq.

    Nason,
    Yeager, Gerson, Harris & Fumero, P.A.

Mail Stop 4561
October 24 , 2018

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

Re: BTCS Inc.
Amendment No. 7  to Re gistration Statement on Form S -1
Filed October 12 , 2018
  File No. 333 -2198 93

Dear Mr. Allen :

We have reviewed your amended registration statement  and have the following
comment s.  In our comment s, 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 comment s 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  comment s, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to c omments in our August 21 , 2018  letter .

General

1. We note that you are registering an additional 55,000,000 shares of common stock
underlying Series C Warrants that were issued for no consideration in October
2018.   Given the number of shar es being registered for resale on behal f of the selling
shareholders  in relation to the number of your outstanding shares held by non -affiliates,
the transaction appears to be a primary offering.   Please provide us with your analysis as
to why you believe this is not a primary offering such that the selling shareholders are
identified as underwriters and the shares are offered at a fixed price.   For guidance, refer
to Compliance  and Disclosure Interpretations, Securities Act Rules, Question 612.09.

2. You state that the Series C Warrants were issued for no consideration .  We note,
however, that the form of warrant that has been filed as an exhibit indicates that the
warrants were issued “for value received.”   Please reconcile, and describe the value or

Charles W. Allen
BTCS Inc.
October 24 , 2018
Page 2

 bene fit that you received in exchange for such issuance.   If you received no value or
benefit,  please provide a legal analysis as to whether the warrants were validly issued and
fully paid under state law.

Please contact Bernard Nolan, Staff Attorney, at (2 02) 551 -6515 or , in his absence,  me at
(202) 551 -3453 with any quest ions.  If you require further  assistance, you may contact Barbara
C. Jacobs, Assistant Director, at (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.

Mail  Stop 3040
October 16, 2018

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

Re:  BTCS, Inc.
Form 10 -K for the Year Ended December 31, 201 7
Filed March 14, 2018
File No. 000-55141

Dear Mr. Allen :

We have completed our review of your filing.  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.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

October
12, 2018

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Kathleen Collins

Re:
BTCS Inc.

Amendment
to Form 10-K

Amendment
to Form 10-Qs

Amendment
to Registration Statement on Form S-1

File
No. 333-219893

Ladies
and Gentlemen:

BTCS
Inc. (the “Company”) submits this letter in response to the Staff’s letter dated August 21, 2018 (the “Comment
Letter”). In the Comment Letter the Staff concluded that the Company had not complied with generally accepted accounting
principles (“GAAP”) in its treatment of its Digital Assets.

Following
communications with the Staff, the Company concluded that the Staff’s position was correct with respect to GAAP, and the
Company filed a Form 8-K on September 21, stating that it had agreed to amend its financial statements for the year ended December
31, 2017 contained in the Form 10-K for that year and in the Form 10-Qs for the periods ended March 31 and June 30, 2018.

The
Company is filing a Form 10-K/A and Form 10-Q/As restating its financial statements for the year ended December 31, 2017 and the
periods ended March 31 and June 30, 2018. The Company is also filing an amendment to its Registration Statement on Form S-1 containing
the revised financial statements.

In
addition to restating its audited financial statements for the year ended December 31, 2017, the Form 10-K/A has been updated
to the most recent practicable date, except for those line items which are required to be stated at December 31, 2017 and December
31, 2016. The Form S-1 contains not only the restated financial statements but disclosure which is similar to the disclosure in
the Form 10-K/A, except for those items expressly only required in the Form 10-K and simple changes such as using the word “prospectus”
or the phrase “Form 10-K/A”.

If
you have any questions, please contact our counsel, Michael D. Harris, Esq. of Nason Yeager Gerson White & Lioce, P.A. with
a phone number and email address at 561-471-3532 and mharris@nasonyeager.com.

    Sincerely
    yours,

    /s/
    Charles Allen

    Charles
    Allen

    Chief
    Executive Officer

    cc:
    Michael
    D. Harris, Esq.

    Nason,
    Yeager, Gerson, White & Lioce, P.A.

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

August
28, 2018

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Kathleen Collins, CPA

Re:
BTCS Inc.

Amendment
to Registration Statement on Form S-1

File
No. 333-219893

Ladies
and Gentlemen:

BTCS
Inc. (the “Company”) is submitting this Correspondence following the conference call by and among you and Todd Hardiman,
CPA, of the Staff and the officers of the Company, its accounting consultants, its independent auditors and its counsel.

During
the call, the Staff took the position that the Company’s Financial Statements do not comply with GAAP insofar as they account
for digital assets. The Company accepts the Staff’s position with respect to its interpretation of accounting for digital
assets under current GAAP guidelines. Further, as noted on the call the Company agrees with PWC’s March 2018 point of View
position and believes that measuring digital assets at fair value, with changes in fair value recognized in earnings, better reflects
their economics, but is not consistent with current GAAP. The Company urges the Staff to coordinate with FASB and further research
the topic such that the Company and all other public registrants, and the investing community may have a revised accounting framework
that address digital assets. The purpose of this letter is to demonstrate that the variances are not material with respect to
fiscal year 2017, and for the three and six months ended March 31, and June 30, 2018 and
accordingly no restatements are required. Of course, in future filings the Company’s Financial Statements will comply with
GAAP in all respects. The Staff cited one leading case on materiality. Following the presentation of the revised Financial Statements
which follow, the Company believes that the revisions do not reflect material variances based on existing case law as discussed
below.

Modified
Financial Statements.

Attached
is a SAB 99 Memo that clearly reviews the changes resulting from applying GAAP. The Memo carefully points out that the change
for fiscal 2017 is not material and also concludes that the changes for the financial statements for the three and six months
ended March 31, and June 30, 2018 are also not material.

    1

The
Changes are not Material

Beyond GAAP’s lack
of materiality, the Company must also insure that changing the financial statements to reflect the GAAP interpretation
would not otherwise require a restatement. In Basic Inc.
v. Levinson, the Supreme
Court concluded that an omitted fact is material if there is a substantial likelihood that a reasonable shareholder would have
considered it significant in determining whether to buy or sell a security.1 The “would” test, which
the Supreme Court first applied to proxy statements, was designed to “filter out essentially useless information
that a reasonable investor would not consider significant, even as part of a larger “mix” of factors to consider in
making his investment decision.”2

The Court further said “materiality depends on the significance
the reasonable investor would place on the withheld or misrepresented information.” (Footnote omitted).3
The Court further analyzed materiality by concluding “in order to prevail on a Rule
10b-5 claim, a plaintiff must show that the statements were misleading as to a material fact. It is not enough that a statement
is false or incomplete, if the misrepresented fact is otherwise insignificant.”4

In
limiting materiality, the Supreme Court has rejected a “might” test in favor of a “would” test which is
clearly a higher threshold. While materiality is normally a fact question for the trier of fact, the changed information plainly
is not important when viewed in the totality. The Company has nominal revenue for 2017 and 2016 which declined from 2016 to 2017.
Its loss was approximately $45 million in each year. Further the Company’s assets are rather small. The Company’s
risk factors scream at an investor to consider all facts before investing in the Company and evaluate the total mix of information.
Investors are very likely continuing to buy the Company’s common stock for one basic reason – as a speculative way
to invest in a cryptocurrency company that has eschewed the riskier Initial Coin Offerings.

In
this context, the fact that an operating loss almost doubled is so insignificant compared to the risks contained in the prospectus
and the fact that the net operating loss was approximately 1% of the loss for each period presented. Clearly the 2017 change would
not be considered significant by a reasonable investor determining whether to buy or sell the Company’s securities especially
with the very harsh risk factors. Perhaps other than the cash balances and current value of the Company’s cryptocurrency
assets investors are most interested in cash flow. The cash flow statements are unaffected by the changes mandated by GAAP.

Please
direct any questions concerning this Correspondence to BTCS’s legal counsel, Michael D. Harris, at 561-471-3507, mharris@nasonyeager.com,
or Brian Bernstein, 561-686-3307, bbernstein@nasonyeager.com.

    Sincerely
    yours,

    /s/
    Charles Allen

    Charles
    Allen

    Chief
    Executive Officer

Michael
D. Harris, Esq.

Brian
Bernstein, Esq.

Nason,
Yeager, Gerson, White & Lioce, P.A.

1
Basic Inc. v. Levinson, 485 U.S. 224 (1988), citing TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438 (1976).

2
Id. at 234, citing TSC Indus., Inc. v. Northway, Inc., 426 U.S. at 448-449.

3
Id. at 240.

4
Id. at 238.

    2

    Date:
    August
    27, 2018

    To:
    Files

    From:
    BTCS
    Inc.

    Subject:
    SAB
    99 – Unadjusted Audit Differences

Issue
– Revaluation of Digital Currencies

BTCS
Inc. (the “Company”) received a letter from the SEC dated August 21, 2018, stating the position that digital currencies
should not be revalued with resulting unrealized gain/loss in the statement of operations.

Relevant
Literature

Senior
Management has concluded that the adjustments necessary to fix the incorrect out-of-period audit adjustment are not material to
the 2017 income statements, based on the guidance set forth within the Accounting Standard Codification (“ASC”) 250,
Accounting Changes and Error Corrections (formerly Staff Accounting Bulletin 99, “Materiality” (“SAB
99”)). SAB 99 was written in response to questions surrounding whether a misstatement or omission of an item that falls
under a 5% of net income “rule of thumb” used by registrants is material to their annual financial statements. It
should be noted that the 5% of net income “rule of thumb” does not relate to the net income associated
with a registrant’s quarterly results.

Guidance
in SAB 99 states that “The omission or misstatement of an item in a financial report is material if, in the light of surrounding
circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the
report would have been changed or influenced by the inclusion or correction of the item.” The guidance goes on to state
that “an assessment of materiality requires that one views the facts in the context of the ‘surrounding circumstances’,
as the accounting literature puts it, or the ‘total mix’ of information, in the words of the Supreme Court. In the
context of a misstatement of a financial statement item, while the ‘total mix’ includes the size in numerical or percentage
terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial
statement item.”

Quantitative
Factor

2017

Management
performed the following quantitative analysis and deemed that a reasonable person relying on the financial statements would not
have been significantly influenced by the inclusion or the correction of the item in 2017 for the following reasons:

The
effect of the adjustment was approximately 1% of the adjusted 2017 annual net loss.

It
should be noted that the 2017 statement of operations shows a revaluation of digital currencies of $704,946, but $38,903 was realized
and so the adjustment would only be $666,043.

In
addition, the uncorrected adjustments have no impact on the Company’s key performance metric of cash used in operation activities.

    Three Months

 Ended

                                                                                                                                                                                                                                       31-Mar-17

    Three Months

 Ended

                                                                                                                                                                                                                                       30-Jun-17

    Three Months

 Ended

                                                                                                                                                                                                                                       30-Sep-17

    Year Ended

                                                                31-Dec-17

    Net earnings (loss) as reported (A)
      (35,195,544 )
      591,673
      (10,959,746 )
      (45,065,336 )

    Revaluation of digital currencies
      -
      -
      (2,671 )
      (666,043 )

    If originally recorded correctly (B)
      (35,195,544 )
      591,673
      (10,962,417 )
      (45,731,379 )

    (A) / (B) - 100%
      0 %
      0 %
      0 %
      -1 %

2018

Management
performed the following quantitative analysis and deemed that a reasonable person relying on the financial statements would not
have been significantly influenced by the inclusion or the correction of the item in 2018 for the following reasons:

While
not adjusting the 2017 starting balances for digital currencies, management intends on recharacterizing the digital currency as
intangible assets. Therefore, the first and second quarter 2018 write-downs of digital currencies $180,816 and $12,419, respectively,
will be recorded as an impairment of intangible assets. This recharacterization has no net effect on the 1) statement of operations,
2) total assets, 3) total stockholders’ equity and 4) cash used in operating activities.

SAB
99 Qualitative Review

While
senior management believes the uncorrected period misstatements discussed above are not quantitatively material for the quarters
ended March, June, September and for the year ended December 2017, and the quarters ended March and June 2018, SAB 99 does state
that registrants should also consider qualitative factors that may render items material. We have summarized below our considerations
of these qualitative factors that we believe are relevant in this situation:

Factor:
whether the misstatement masks a change in earnings or other trends.

View:
The misstatement discussed above does not mask a change in earnings or trend in earnings.

Factor:
whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise.

    - 2
                                                                                                                                                                                                                               -

View:
The misstatement does not hide a failure to meet analysts’ consensus expectations for the enterprise.

Factor:
whether the misstatement changes a loss into income or vice versa.

Management
response: The adjustment would not change any of the 2017 and 2018 10-Qs from a quarterly gain to a loss or vice versa.

Factor:
whether the misstatement affects the registrant’s compliance with regulatory requirements.

Management
response: The uncorrected misstatement does not affect the Company’s compliance with regulatory requirements.

Factor:
whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements.

Management
response: The Company does not have any loan covenants and the uncorrected misstatement does not have an impact on other contractual
requirements.

Factor:
whether the misstatement has the effect of increasing management’s compensation - for example, by satisfying requirements
for the award of bonuses of other forms of incentive compensation.

Management
response: The misstatement has no effect on management’s compensation.

Factor:
whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing
a significant role in the registrant’s business.

Management’s
response: There is only one segment.

Factor:
whether the misstatement involves concealment of an unlawful transaction.

Management
response: The uncorrected misstatement does not involve the concealment of an unlawful transaction.

    - 3
                                                                                                                                                                                                                               -

Conclusion:

2017

Based
on the above analysis, management has concluded that the misstatement is immaterial to the 2017 results.

In
accordance with the SEC’s Staff Accounting Bulletin Nos. 99 (“SAB 99”), the Company evaluated this error based
on an analysis of quantitative and qualitative factors, determined that the error was immaterial to the prior reporting periods
affected in 2017. Therefore, as permitted by SAB 99, the Company does not feel that any restatement to the prior 2017 10Qs are
considered necessary.

2018

Based
on the above analysis, management has concluded that the misstatement is not material to the 2018 results.

In
accordance with the SEC’s Staff Accounting Bulletin Nos. 99 (“SAB 99”), the Company evaluated this error based
on an analysis of quantitative and qualitative factors, determined that the error was immaterial to the prior reporting periods
affected in 2018. Therefore, as permitted by SAB 99, the Company does not feel that any restatement to the prior 2018 10Qs are
considered necessary.

    - 4
                                                                                                                                                                                                                               -

Mail Stop 4561
August 21 , 2018

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

Re: BTCS Inc.
Amendment No. 6  to Re gistration Statement on Form S -1
Filed July 25 , 2018
  File No. 333 -2198 93

Dear Mr. Allen :

We have reviewed your amended registration statement  and have the following comment .
In our comment , 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 comment applies  to your facts and
circumstances or do not believe an amendment is appropr iate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.   Unless  we note
otherwise , our references to prior comm ents are to c omments in our June 26 , 2018  letter .

Form 10 -K for Year Ended December 31, 2017

Note 4.   Summary of Significant Accounting Policies

Digital Currencies Translations and Remeasurements, page F -8

1. We do not believe that the digital assets you hold meet the requirements in ASC 825 to
permit application of fair value option.   Based on your responses, we also understand that
the digital assets you hold are not rights to cash or ownership interests in an
entity.   Therefore, it appears that the subs equent measurement of your digital assets is
subject to the requirements for indefinite -lived intangible assets in ASC 350 -30.  We also
note that your digital assets are not productive assets and therefore cash flows from their
purchase or sale do not appe ar to meet the definition of investing activities.  If our
understanding is correct, please revise your financial statements accordingly.

Charles W. Allen
BTCS Inc.
August 21 , 2018
Page 2

 You may contact me at (202) 551 -3499 if you have questions  regarding this comment .
Please contact Bernard Nolan, Staff Attorney, at (202) 551 -6515 or , in his absence,  Jan Woo,
Legal Branch Chief,  at (202) 551 -3453 with any other quest ions.  If you require further
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Kathleen Collins

 Kathleen Collins
Accounting Branch Chief
Office of Information
Technologies and Services

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

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

July
25, 2018

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Jan Woo

Re:
BTCS Inc.

Amendment
No. 5 to Registration Statement on Form S-1

Filed
May 16, 2018

File
No. 333-219893

Ladies
and Gentlemen:

The
following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated June 26, 2018
(the “Comment Letter”) relating to Amendment No. 5 of the Registration Statement on Form S-1 (the “Registration
Statement”) of BTCS Inc. (“BTCS”) filed on May 16, 2018 respectively. BTCS is simultaneously filing Amendment
No. 6 to the Registration Statement (the “Amendment”) with this response letter.

The
Amendment has been updated as appropriate to give effect to changes affecting BTCS and the legal and regulatory climate in which
BTCS operates, including insertion of June 30, 2018 financial statements and updated line item tables.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with BTCS response set forth
immediately beneath such comment.

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.
    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 technologies. 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 companies with
        similar goals and operations.

        Response:

        Pure-play
refers to a company that focuses only on a particular product or activity. We do not intend to operate outside of the Digital
Asset industry, and, as such, we are a pure-play company within the Digital Asset industry. We consider ourselves to be a diversified
pure-play business because we are not limiting our assets to a single type of Digital Asset and may purchase a variety of Digital
Assets that appear to benefit our investors, or acquire businesses in the Digital Asset industry, subject to the limitations contained
within the Amendment regarding Digital
Securities. To our knowledge we are one of a few
public companies intending to acquire both Digital Assets and businesses in the Digital Asset industry.

      1

    In
    order to provide clarification to investors regarding our goals and operations we have removed the term “diversified
    pure-play” from the Amendment on pages 1, 29, and 40 and have added disclosure regarding our company’s
    focus on pages 1, 29, and 40. For obvious reasons we have not edited the past financial statements attached to the
    Amendment and two remaining references in the financial statements refer to the term “diversified pure-play.”
    We have however updated our disclosure in our financial statements for the period ending June 30, 2018.

    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 distinction 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.

        Response:

        We
        have added explanatory language to the definition of Digital Asset on page iii.

    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 bitcoin and blockchain industries.

        Response:

        We
        have amended the definition of Digital Asset to state that the use of the word “token” is not indicative of
        any regulatory or accounting distinction with the term Digital Asset. Additionally, we have changed the word “exposure”
        to “indirect ownership of” on pages 1 and 29.

        We
        anticipate that our holdings will include Digital Assets that are not securities, such as bitcoin and ether, which will
        thus provide investors with indirect ownership of Digital Assets and, if we can make any acquisitions, one or more companies
        in the blockchain industry since our business strategy will focus exclusively on the Digital
        Asset industry and related business ventures.

        We
        have removed the term “protocol tokens” from the text of the Amendment on pages 1, 29, and 40. For
        obvious reasons we have not edited the financial statements attached to the Amendment and two remaining references in
        the financial statements refer to the term “protocol tokens.” We have update our disclosure in the footnotes
        for our financial statements for the period ending June 30, 2018.

    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.

        Response:

        We
        have added language to the Amendment regarding our current business model framework and acquisition criteria on pages
        1 and 41.

        Owning
        Digital Assets and acquiring businesses naturally differ but each provides a unique opportunity within the Digital Asset
        industry. Acquiring Digital Assets and acquiring businesses are synergistic because they are in the same Digital Asset
        industry, however, they are by their very nature, different business opportunities since one involves acquiring assets
        whereas the other involves acquiring new companies and pursuing related but distinct business opportunities.

      2

    We
        are seeking to acquire businesses using blockchain technology and those involved with Digital Assets including those that
        are similar to our current and past business ventures of acquiring Digital Assets and Digital Asset mining. While it is
        impossible to list all potential Digital Asset or blockchain related business ventures that we would consider engaging
        in, we intend to evaluate a variety of different related business ventures to determine whether they are potential acquisition
        targets. Blockchain companies currently operate in a variety of business, finance, real estate, and technology related
        sectors in order to bring the verification systems associated with decentralized blockchain technology into new markets.
        There are a variety of blockchain related businesses that we would consider entering into business ventures with in order
        to expand our business into the Digital Asset and blockchain market.

        In
evaluating potential Digital Asset and blockchain technology acquisitions, we intend to analyze the scope of the business involvement
with Digital Assets and blockchain technology and the potential future ventures of the business regarding their blockchain technology
and any future ventures. As discussed in our prior response letter, with the assistance of our counsel we intend to verify that
Digital Assets and business acquired by us do not cause us to acquire securities to the extent that we would be required to register
as an Investment Company under the Investment Company Act of 1940.

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

Accounting
Treatment of Digital Assets, page 26

    5.
    You
        state that you plan to create a portfolio of digital assets. 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.

        Response:

        We
        have revised the disclosure of our purpose to clarify that the sole objective of BTCS is not to create a portfolio of
        Digital Assets but rather to acquire Digital Assets and controlling interests in companies within the blockchain industry.
        We have removed the term “portfolio” from the Amendment apart from two remaining references in the financial
        statements.

    6.
    In
        response to comment 5, you state the “company has the objective of obtaining returns from capital appreciation or
        investment 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.

        Response:

        ASC
946-10-15-6 states that “An investment company has the following fundamental characteristics:

    a)
    is
    an entity that does both of the following:

    1.
    Obtains
    funds from one or more investors and provides the investor(s) with investment management services

    2.
    Commits
    to its investor(s) that its business purpose and only substantive activities are investing the funds solely for returns from
    capital appreciation, investment income, or both.

    b)
    The
    entity or its affiliates do not obtain or have the objective of obtaining returns or benefits from an investee or its affiliates
    that are not normally attributable to ownership interests or that are other than capital appreciation or investment income.

We
do not meet the fundamental characteristics of an investment company pursuant to ASC 946-10-15-6 because we do not provide investment
management services and our sole business purpose and only substantive activities are not to invest our funds solely for returns
from capital. We have disclosed that subject to additional capital we may resume our transaction verification services business
(i.e. Digital Asset mining) and are looking to acquire a controlling interest in blockchain companies. As such, we do not believe
that we meet the fundamental characteristics of an investment company pursuant to ASC 946-10-15-6.

      3

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

        Response:

        Given
our lack of cash we decided to temporarily suspend our digital asset operations until we are recapitalized. Therefore, effective
January 1, 2018, we decided that realized losses on the sale of Digital Assets and the revaluation of Digital Assets should be
recorded as a component of other (expenses) income and proceeds from the sale of Digital Assets should be classified as investing
activities until we resume our digital asset operations. We are unaware of any authoritative literature concerning the classification
of Digital Assets. Considering that BTCS is no longer in the Digital Asset mining business we determined that any profits and
realized losses should be recorded in this fashion.

Note
4. Summary of Significant Accounting Policies

Digital
Currencies Translations and Remeasurements, page F-8

    8.
    You
        state in your response to prior comment 5 that your digital assets meet the definition of an intangible asset. While we
        continue to assess your responses related to 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 your digital assets are within the
        scope of ASC 350-30, please revise your accounting to comply with those requirements.

        Response:

        While
digital assets may meet the definition of an intangible asset in ASC 350-30, paragraph 15-3 states that only the following transactions
are within its scope:

    a.
    Intangible
    assets acquired individually or with a group of other assets (but not the recognition and initial measurement of those acquired
    in a business combination or an acquisition by a not-for-profit entity)

    b.
    Intangible
    assets (other than goodwill) that an entity recognizes in accordance with Subtopic 805-20 or 958-805 after they have been
    initially recognized and measured, except for those identified in the following paragraph

    c.
    Costs
    of internally developing identifiable intangible assets that an entity recognizes as assets

We
note that we were receiving consideration in 2016 in exchange for providing verification services (a revenue transaction) rather
than acquiring an intangible asset either individually, as a group, or as part of a business combination. Therefore, we concluded
that the revenue transaction is not within the scope of the transactions listed in ASC 350-30-15-3(a) and (b).

Under
ASC 350-30-25-3, the costs of internally developing intangible assets are recognized as an expense when incurred. PwC’s
Point of View, Cryptocurrencies Time to Consider Plan B (March 2018), provides the following further guidance that might apply
to the recognition of intangible assets for miners:

      4

When
a Digital Asset is purchased, the intangible asset would be measured at the price paid or consideration given to obtain the Digital
Asset. However, the question for miners is more complicated. Unlike a direct purchase, miners are awarded units, but they incur
costs of computing equipment, electricity, and other expenses. At issue for the miners is whether the associated costs should
be capitalized as an intangible asset or expensed.

There
is not a lot of guidance on accounting for the costs incurred to internally-develop intangible assets, but it generally limits
capitalization. Notwithstanding, existing guidance may not preclude capitalization for certain costs incurred by miners to obtain
Digital Assets. Miners may need to analogize to other areas of US GAAP where explicit guidance exists (e.g., internal-use software
or film production).

For
miners of Digital Assets, this would mean capitalizing as an intangible asset the costs of the computing equipment, electricity,
and other expenses incurred in performing the verification service. This would result in a different amount that is recognized
as an intangible asset than a company that purchases an equal amount of the Digital Asset on an exchange.

A
further issue with classifying Digital Assets as an intang

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.

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

May
16, 2018

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Jan Woo

Re:
BTCS Inc.

Amendment
No. 4 to Registration Statement on Form S-1

Filed
March 14, 2018

File
No. 333-219893

Ladies
and Gentlemen:

The
following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated April 18, 2018
(the “Comment Letter”) relating to Amendment No. 4 of the Registration Statement on Form S-1A (the “Registration
Statement”) of BTCS Inc. (“BTCS”) filed on March 14, 2018 respectively. BTCS is simultaneously filing Amendment
No. 5 to the Registration Statement (the “Amendment”) with this response letter.

The
Amendment has been updated as appropriate to give effect to changes affecting BTCS and the legal and regulatory climate in which
BTCS operates, including insertion of March 31, 2018 financial statements and updated line item tables.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with BTCS response set forth
immediately beneath such comment.

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.
    We
                                         note you disclose on page 40 that your counsel has advised you that it is “more
                                         likely than not that ether is not a security” but that “due to cost considerations
                                         your counsel has not completed a full analysis as to whether or not ether is a security.”
                                         We also note that you have determined that the bitcoin you hold is approximately 70%
                                         of your eligible assets and that you intend to monitor its value daily. We note you disclose
                                         on page 11 that “regardless of the internal procedures you take to avoid surpassing
                                         the 40% test, future volatility during the course of a day may cause you]to exceed the
                                         40% limit.” We also note you disclose that “it will never be practical”
                                         for you to register under the Investment Company Act of 1940. Please be advised that,
                                         at this time, we are unable to conclude that ether is not a security. With respect to
                                         ether and any new digital asset that you acquire or intend to acquire, we expect you
                                         will continue to monitor the value of your eligible assets to maintain appropriate amounts
                                         of your digital assets so that you are not required to register as an investment company
                                         or that you will promptly register as an investment company if your digital asset holdings
                                         exceed a permitted value.

        Response:

        We
        understand the Staff’s position and will continue to monitor the valuation of our digital assets and endeavor to
        remain below the 40% limit. We recognize we need to comply with all applicable laws and if required we will promptly register
        as an Investment Company or cease operations.

Prospectus
Summary,

Our
Business, page 1

    2.
    Your
    revised disclosure in response to prior comment 3 suggests that your decision not to participate in initial coin offerings
    is solely based on the fact that you “cannot qualify as an accredited investor.” Regardless of whether you qualify
    as an accredited investor, please provide an unqualified statement as to whether you intend to participate in registered initial
    coin offerings.

Response:

We have revised the disclosure
accordingly to include a statement that we do not intent to participate in registered or unregistered initial coin offerings.
See pages 1, 24, and 31 of the prospectus.

    3.
    You
    disclose that you plan to continue to evaluate “other strategic opportunities” in digital assets and blockchain
    technologies. Please expand your disclosure to discuss the type(s) of opportunities that you may pursue, and provide a detailed
    description of the process and framework that you will use to evaluate them.

Response:

Even
though the prices of digital assets have fallen substantially and there remains some regulatory uncertainty, we believe that businesses
using blockchain technology and those involved with digital assets such as bitcoin, offer upside opportunity and are the types
of opportunities that we may pursue. Our process and framework involve our management leveraging their industry networks, which
have been built over many years of working in the industry, to identify and approach potential acquisition targets and gauge their
interest in merging with us. Our acquisition activities are spearheaded by Charles Allen, our Chief Executive Officer who regularly
communicates with Mr. David Garrity, an independent director who is also seeking acquisition targets. Once we reach a point where
any merger might be deemed probable our process would involve the entire board of directors and they would be provided due diligence
materials and other documents, and ample time to review such material consistent with their fiduciary duties and the goal of creating
value for our shareholders.

Our
current framework or criteria is to seek and evaluate acquisition targets in the blockchain and digital asset sector which are:
i) synergistic to our business model, and ii) have sufficient capital to provide working capital and cover public company expenses.
The requirement that a potential target have sufficient capital is a result of our inability to have this registration statement
declared effective which has severely limited our ability to raise non-toxic capital. As disclosed in our prospectus we have limited
cash, and accordingly as a critical framework element are seeking acquisition targets with sufficient capital which may help us
sustain our operations without having us rely on toxic funding structures. This framework naturally reduces the addressable universe
of targets as many companies seeking to access the public markets are doing so for access to non-toxic funding.

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

Accounting
Treatment of Digital Assets, page 26

    4.
    Notwithstanding
    your consideration as to whether you are an investment company under the Investment Company Act, please analyze for us whether
    you are otherwise an investment company as defined in ASC 946.

    Response:

    The Company has evaluated
    the accounting guidance in ASC 946-10-15-6 that sets forth the fundamental characteristics of an investment company under
    U.S. GAAP. Additionally, we have included an analysis of the implementation guidance in ASC 946-10-55-4 through 55-10 that
    illustrates these concepts. The Company has reviewed the accounting guidance below and concludes that the Company does not
    have the fundamental characteristics of an investment company for U.S. GAAP purposes under ASC 946. Responsive information
    has been taken directly from the Company’s updated public filings including the prospectus.

U.S.
GAAP describes the following fundamental characteristics of an investment company:

946-10-15-6
An investment company has the following fundamental characteristics:

a.
It is an entity that does both of the following:

1.
Obtains funds from one or more investors and provides the investor(s) with investment management services

2.
Commits to its investor(s) that its business purpose and only substantive activities are investing the funds solely for returns
from capital appreciation, investment income, or both.

b.
The entity or its affiliates do not obtain or have the objective of obtaining returns or benefits from an investee or its affiliates
that are not normally attributable to ownership interests or that are other than capital appreciation or investment income.

946-10-55-4:
An investment company should have no substantive activities other than its investing activities and should not have significant
assets or liabilities other than those relating to its investing activities, subject to the exception in the following paragraph.

946-10-55-5:
An investment company may provide investing-related services (for example, investment advisory or transfer agent services) to
other entities, directly or indirectly through an investment in an entity that provides those services, as long as those services
are not substantive. However, an investment company may provide substantive investing-related services, directly or indirectly
through an investment in an entity that provides those services, if the substantive services are provided to the investment company
only.

We
describe our business activities and our intentions as follows in our Annual Report:

Subject
to additional financing, the Company plans to create a portfolio of Digital Assets including bitcoin and other “protocol
tokens” to provide investors a diversified pure-play exposure to the bitcoin and blockchain industries. The Company intends
to acquire Digital Assets through open market purchases. The Company has not participated in any initial coin offerings as it
believes most of the offerings entail the offering of Digital Securities and require registration under the Securities Act and
under state securities laws. Since about July 2017, initial coin offerings using Digital Securities have been (or should be) limited
to accredited investors. Because we cannot qualify as an accredited investor, we do not intend to acquire coins in initial coin
offerings or from purchasers in such offerings. Additionally, the Company may acquire Digital Assets by resuming its transaction
verification services business through outsourced data centers and earning rewards in Digital Assets by securing their respective
blockchains. The Company will carefully review its purchases of Digital Securities to avoid violating the Investment Company Act
of 1940 (the “Investment Company”) and seek to reduce potential liabilities under the federal securities laws.

As
described above, the Company is in the early stages of a Digital Assets business, including bitcoin and other “protocol
tokens” and is working on building a business to obtain digital assets and which may entail running specialized servers
which solve a set of prescribed complex mathematical calculations in order to add a block to a blockchain and thereby confirm
Digital Asset transactions. Further, the Company does not provide investment services or investment management services to other
entities. The Company does not have significant assets or liabilities other than those relating to cash and digital assets as
it is in the early stages of building its business.

Of
note, the 1940 Act sets out a three-pronged definition of an investment company. The prong that causes operating companies the
most trouble is the 40% Test contained in Section 3(a)(1)(C). Under this section, companies with “investment securities”
comprising more than 40% of their “total assets (exclusive of Government securities and cash items)” can fall within
the definition of investment company. Under Rule 3a-1, a company that fails the 40% Test will nevertheless be excluded from the
definition of investment company if no more than 45% of the value of its “total assets (exclusive of Government securities
and cash items)” are derived from “investment securities,” and no more than 45% of its net income after taxes
is attributable to “investment securities.” In applying both the 40% Test and the 45% Tests, Government securities
and cash items are excluded from investment securities. We do not believe that bitcoin meet the definition of an investment security
and we would therefore not be in violation of Section 3(a)(1)(C) as of March 31, 2018. This is further supported by Jay Clayton’s
recent testimony in front of Congress on April 27, 2018 where he commented on bitcoin as a security stating before the United
States House Appropriations Committee that “A pure medium of exchange, the one that’s most often cited, is Bitcoin,
as a replacement for currency, that has been determined by most people to not be a security.” Since the transcript of Mr.
Clayton’s testimony on the Commission’s website includes only his planned remarks and does not contain his answers
to questions from Representative, we refer to a link on The U.S. House of Representatives Committee on Appropriations website
here:

https://appropriations.house.gov/calendar/eventsingle.aspx?EventID=395258,
his statements on digital currencies begin at 32min and 16 seconds into the video. Therefor we believe that it is no longer our
consideration as to whether we are an investment company, but rather that it has been clearly defined by implications made by
the SEC Chairman in front of Congress. Our focus on bitcoin has kept us under the 40% limit; further we and our counsel believe
that ether, our other cryptocurrency, is not presently a security.

U.S.
GAAP provides the following guidance on sources of evidence of the entity’s business purpose and substantive activities:

946-10-55-6:
Evidence of the entity’s business purpose and substantive activities may be included in the entity’s offering memorandum,
publications distributed by the entity, and other corporate or partnership documents that indicate the investment objectives of
the entity. Evidence of the entity’s business purpose and substantive activities also may include the manner in which the
entity presents itself to other parties (such as potential investors or potential investees). For example, an entity that presents
its business to its investors as having the objective of investing for capital appreciation has characteristics that are consistent
with the business purpose and substantive activities of an investment company. Alternatively, an entity that presents itself as
an investor whose objective is jointly developing, producing, or marketing products with its investees has characteristics that
are inconsistent with the business purpose and substantive activities of an investment company.

See
our response above, which includes an excerpt of the description of our business purpose and plans of substantive activities as
described in the prospectus at page 1. Our investor relations materials further support our goal of creating a portfolio of digital
assets including bitcoin and other “protocol tokens”, potentially acquiring digital assets by resuming our transaction
verification services business and identifying additional acquisition opportunities in the blockchain space. Our characteristics
are inconsistent with the business purpose and substantive activities of an investment company. Further, we have been involved
in the bitcoin and blockchain industry since 2013 and our activities to date and our proposed activities are not one of an investment
company. For example, in 2014, 2015 and 2016 a substantial portion of our revenue was derived from our digital currency mining
operation and we also had revenue from our ecommerce platform in 2013, 2014, 2015, 2016 and 2017.

U.S.
GAAP provides the following additional guidance on exit strategies of investment companies:

946-10-55-7:
An entity’s investment plans also provide evidence of its business purpose and substantive activities. Accordingly, an investment
company whose business purpose and substantive activities include realizing capital appreciation should have an exit strategy
for how it plans to realize the capital appreciation of its inve

Mail Stop 4561
April 18 , 2018

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

Re: BTCS Inc.
Amendment No. 4  to Re gistration Statement on Form S -1
Filed March 14 , 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 a ppropriate, 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 February 16, 2018  letter .

General

1. We note you disclose on page 40 that your counsel has advised you that it is “more likely
than not that ether is not a security” but that “due to cost considerations [y]our counsel
has not completed a full analysis as to whether or not ether is a security.”   We also note
that you have determined that the bitcoin you hold is approximately 70% of your eligible
assets and that you intend to monitor its value daily.

We note you disclose  on page 11 that “[r]egardless of the internal procedures [you] take
to avoid surpassing the 40% test, future volatility during the course of a day may cause
[you] to exceed the 40% limit.”   We also note you disclose that “it will never be
practical” for y ou to register under the Investment Company Act of 1940.   Please be
advised that, at this time, we are unable to conclude that ether is not a security.   With
respect to eth er and any new digital asset that you acquire or  intend to acquire, we expect

Charles W. Allen
BTCS Inc.
April 18 , 2018
Page 2

 you wi ll continue to monitor the value of your eligible assets to maintain appropriate
amounts of your digital assets so that you are not required to register as an investment
company or that you will promptly register as an investment company if your digital as set
holdings exceed a permitted value.

Prospectus Summary

Our Business, page 1

2. Your revised disclosure in response to prior comment 3 suggests that your decision not to
participate in initial coin offerings is solely based on the fact that you “cannot qualify as
an accredited investo r.”  Regardless of whether you qualify as an accredited investor,
please provide an unqualified statement as to whether you intend to participate in
registered initial coin offerings.

3. You disclose that you plan  to continue to evaluate “other strategic opportunities” in
digital assets and blockchain technologies.  Please expand your disclosure to discuss the
type(s) of opportunities that you may pursue, and provide a detailed description of the
process and framew ork that you will use to evaluate them.

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

Accounting Treatment of Digital Assets, page 26

4. Notwithstanding your consideration as to whether you are an investment company under
the Investment Company  Act, please analyze for us whether you are otherwise an
investment company as defined in ASC 946.

5. We note your assertion that there is currently no authoritative literature applicable to your
digital assets.   Please analyze for us whether your digital assets meet the definition of an
intangible asset and the consideration you gave to the application of that accounting to
digital assets you acquired from others and digital assets you obtained through mining.

Charles W. Allen
BTCS Inc.
April 18 , 2018
Page 3

 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, at (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.

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

March
13, 2018

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Jan Woo

Re:
BTCS Inc.

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

Filed
January 18, 2018

File
No. 333-219893

Ladies
and Gentlemen:

The
following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated February 16,
2018 (the “Comment Letter”) relating to Amendment No. 3 of the Registration Statement on Form S-1A (the “Registration
Statement”) of BTCS Inc. (“BTCS”) filed on January 18, 2017 respectively. BTCS is simultaneously filing Amendment
No. 4 to the Registration Statement (the “Amendment”) with this response letter.

The
Amendment has been updated as appropriate to give effect to changes affecting BTCS and the legal and regulatory climate in which
BTCS operates, including insertion of 2017 financial statements and updated line item tables.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with BTCS response set forth
immediately beneath such comment.

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

Prospectus
Summary, page 1

General

    1.
    Please
    refer to prior comment 1 and provide a detailed legal analysis as to why each digital asset that you intend to acquire, hold
    or trade, is not a security as defined in Section 2(a)(1) of the Securities Act. We note that you did not provide an analysis
    for Dash and Monero and your response is unclear as to why the company believes that Ether is not a security. As part of your
    response, address the distinct characteristics of each kind of digital asset and specifically conclude whether the digital
    asset is a security.

Response:
As of March 6, 2018, the Company has no Dash or Monero and does not intend to re-acquire any digital assets other than bitcoin
and ether, until such time as the Company has sufficient working capital to cover the costs associated with performing a legal
analysis to determine whether the digital asset is a digital security. Amendment 4 updates the Registration Statement to reflect
our beliefs on whether ether is a security. As for ether, our lawyers believe that ether is not a security for the same reasons
previously expressed for bitcoin and that the Exhibit A provided as part of the filing for Amendment No. 3 is equally applicable,
except as discussed below. The required disclosure has been added at page 40. Ether was initially offered by the Etherium Foundation
as part of a pre-sale in 2014. When ether was initially sold it may have been a security. However, due to the Etherium Foundation
focusing on non-essential updates to the platform and limiting its role in support of the Etherium platform in contrast to the
development of ether, the Company believes that ether is no longer a security, to the extent it ever was.

The
Company is not relying upon the efforts of others to profit from its investment in ether any more than it would if it acquired
the euro, gold, wine or art. Ether as a virtual currency will rise or fall in value apart from any efforts of its developer or
the Ethereum Foundation. Our lawyers believe that ether is no longer a security (to the extent it ever was a security) for the
same reason the Howey orange grove in the hypothetical fact scenario ceased to be a security. Assume that following the Howey
decision in the Supreme Court, there was a foreclosure sale of the Howey In the Hills orange grove at which a lender sold the
orange grove and related equipment to a Florida rancher who bought it in a general partnership in which his corporation was the
sole partner. The partnership operated the orange grove for 10 years. It seems clear that the partnership was not a security.
Assume further the partnership sold the orange grove land including the trees and equipment to another rancher. We are sure the
Staff recognizes that whether or not an instrument or factual scenario is an investment contract is determined by the underlying
facts and circumstances. Just as the Supreme Court using a facts and circumstances test held in Howey that the sale of the orange
grove interests involved an investment contract, it would be unreasonable to conclude that grower one sold a security to grower
two in our hypothetical. The same reasoning applies to ether.

Further,
as mentioned in the Commission’s Report, ether is a virtual currency originally created by the Ethereum Foundation that
operates digitalized contracts on a decentralized blockchain platform called the Ethereum Blockchain.1 The Report
refers to ether as a “virtual currency” which was used to purchase DAO tokens. In the Report the Commission concluded
that the DAO tokens under discussion were securities. As such, the Company does not believe that ether is a security.

1
U.S. Securities and Exchange Commission, Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act
of 1934: The DAO, Release No. 81207, July 25, 2017.

      2

    2.
    We
    note your responses to prior comments 1 and 2 that the company will ensure that the holdings of digital assets that constitute
    securities will not be greater than 40% of total assets. Please provide a detailed description of the process and framework
    the company will use in managing its digital assets to stay below this 40% threshold. Your description should include how
    the company will determine whether a particular digital asset is a security and who will make such determination. Please include
    in your analysis how you will be able to limit your holdings to less than 40% of total assets given the volatility of digital
    assets. Please expand your risk factors to discuss the impact of volatility on the company.

Response:
The Company recognizes the risk that its securities may exceed the 40% test particularly since those securities with an active
trading market, whether Apple stock or a cryptocurrency security that actively trades, must be marked to the market. Accordingly,
the Company will create software alerts to notify management so it can take prompt action when the value of its investment securities
passes a certain threshold, i.e. 35%. Further in the future the Company, subject to available resources, plans to acquire or develop
tools that permit automatic liquidation to avoid exceeding the 40% threshold. Ultimately, if our procedures are insufficient due
to the volatility, there is a one-year cure period. See the disclosure in the prospectus at page 39. In terms of determining whether
a particular digital asset is a security, the Company will rely on experienced securities counsel to provide written advice before
it acquires a digital asset. We recognize that reliance on counsel may not be a defense to a 1940 Act registration violation.
A risk factor on volatility has been added at page 11 of the prospectus.

    3.
    We
    also note your response to comment 5 but your disclosures still indicate that you may participate in initial coin offerings.
    If you do not intend to participate in initial coin offerings, please revise the disclosures accordingly. If you intend to
    participate in initial coin offerings, please provide a detailed analysis as to the process and framework the company will
    use in determining whether to participate in an initial coin offering.

Response:
We do not intend to participate in initial coin offerings. Our prospectus has been updated at page 1.

Risk
Factors

“If
We Complete Our Recently Announced Merger with an Australian Company…,” page 11

    4.
    Please
    refer to prior comment 9 and tell us how BCG ensures that they do not have United States customers. You should disclose the
    basis for BCG’s representation that it does not have customers in the United States or disclose clearly that you are
    not able to verify this information.

      3

    Response:
    The Company terminated the BCG transaction and filed a Form 8-K on February 5, 2018.

    5.
    In
    response to prior comment 10, you state in the response letter that you believe there is “limited likelihood”
    that the acquisition will occur. Please revise your disclosure to reflect this belief. To the extent that you are still in
    discussions with BCG to merge, discuss the potential foreign liabilities of BCG’s digital asset activities.

    Response:
    The Company terminated the BCG transaction and filed a Form 8-K on February 5, 2018.

Should
the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to
discuss these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions
concerning this response letter to Michael D. Harris, the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.

    Sincerely
    yours,

    /s/
    Charles Allen

    Charles
    Allen

    Chief
    Executive Officer

Michael
D. Harris, Esq.

Nason,
Yeager, Gerson, White & Lioce, P.A.

      4

Mail Stop 4561
February 16 , 2018

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

Re: BTCS Inc.
Amendment No. 3  to Re gistration Statement on Form S -1
Filed January 18, 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 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  we note
otherwise , our references to prior comments are to c omments in our December 22, 2017  letter .

General

1. Please refer to prior comment 1 and provide a detailed legal analysis as to why each
digital asset that you intend to acquire, hold or trade,  is not a security as defined in
Section 2(a)(1) of the Securities Act.  We note that you did not provide an analysis for
Dash and Monero and your response is unclear as to why the company  believes  that Ether
is not a security.  As part of your response, a ddress the distinct characteristics of each
kind of  digital asset and specifically conclude whethe r the digital asset is a security .

2. We note your re sponses to prior comments 1 an d 2 that  the company will ensure that the
holdings of  digital assets that constitute securities will not be greater  than 40% of total
assets.  Please provide a detailed description of the process and framework the company
will use in managing its digital assets to  stay below this 40% threshold.  Your description
should include how the company will determine whether a particular digital asset is a

Charles W. Allen
BTCS Inc.
February 16 , 2018
Page 2

 security and who will make such determination.  P lease include in your analysis how you
will be able to limit your holdi ngs to less than 40% of total assets  given the volatility of
digital assets .  Please expand your risk factors to discus s the impact of volatility on the
company.

3. We also n ote your response to comment 5  but your disclosures still indicate that you may
participate in initial coin offerings.  If you do not intend to participate in initial coin
offerings, please revise the disclosures accordingly.  If you intend to participate in initial
coin offerings, please provide a detailed analysis as to the process and framework the
company will use in determining whether to participate in an initial coin offering.

Risk Factors

“If We Complete Our Recently Announced Merger with an Australian Company . . . ,” page 11

4. Please refer to prior comment 9  and tell us how BCG ensures that they do no t have
United States customers .  You should disclose the basis for BCG ’s representation  that it
does not have customers in the United States or disclose clearly that you are not able to
verify this information.

5. In response to prior comm ent 10, you state in the response letter that you believe there is
“limited likelihood”  that the acquisition will occur .  Please revise your disclosure to
reflect this beli ef.  To the extent that you are still in discussions with BCG to merge,
discuss  the potential foreign liabilities  of BCG’s digital asset activities .

Please contact Bernard Nolan, Staff Attorney, at (202) 551 -6515 or me at (202) 551 -3453
with any questions.  If yo u require additional assistance, you may contact Barbara C. Jacobs,
Assistant Director, at (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.

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

January
18, 2018

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Jan Woo

Re:
BTCS Inc.

Amendment
No. 2 to Registration Statement on Form S-1

Filed
December 5, 2017

File
No. 333-219893

Ladies
and Gentlemen:

The
following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated December 22,
2017 (the “Comment Letter”) relating to Amendment No. 2 of the Registration Statement on Form S-1A (the “Registration
Statement”) of BTCS Inc. (“BTCS”) filed on December 11, 2017. BTCS is simultaneously filing Amendment No. 3
to the Registration Statement (the “Amendment”) with this response letter.

The
Amendment has been updated as appropriate to give effect to changes affecting BTCS and the legal and regulatory climate in which
BTCS operates.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with BTCS response set forth
immediately beneath such comment.

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

Prospectus
Summary, page 1

General

    1.
    It
    is unclear whether the digital assets you currently hold and intend to hold are securities. Please provide a detailed analysis
    explaining why you believe Bitcoin, Ether, Dash and Monero, and any other digital assets that are likely to be held by the
    company are not securities as defined in Section 2(a)(1) of the Securities Act. Your analysis should address substantive differences
    between each form of digital asset and how those differences affect your conclusions.

Response:
Amendment 3 updates the Registration Statement to reflect our beliefs on whether each of the Digital Assets held by the Company
are securities. Additionally, attached as Exhibit A is a supplemental memorandum containing a more formal legal analysis
citing cases and other authorities supporting our conclusion. The required disclosure has been added at pages 41 - 42.
The Company recognizes the economic reality that most initial coin offerings involve the offer and sale of a security.
Disclosure has been added to follow the Commission’s action in the Munchee case. See page 41.

    2.
    We
    note that the company intends to limit its holdings of digital assets that are securities so that such holdings constitute
    less than 40% of its portfolio. Please provide a detailed description of the process and framework the company will use for
    determining which digital assets to add to its portfolio.

Response:
As stated in the Registration Statement, the Company currently limits its holdings of Digital Assets that are securities so that
securities are less than 40% of its assets, excluding cash. See pages 21, 41-42. In the future the Company intends
to apply a similar analysis to that provided on Exhibit A to ensure that it does not acquire virtual currency or digital
assets which would cause securities to constitute more than 40% of such assets. The additional costs to the Company and risks
of being an investment company are disclosed at page 21.

    3.
    With
    respect to bitcoins (and other digital assets) that the company mines, disclose whether the company plans to hold the mined
    assets or trade them.

Response:
As disclosed in the registration statement, the Company does not currently have any mining operations but may resume its mining
operations through outsourced data centers if it receives additional capital. To the extent that the Company resumes mining operations,
we do not intend to trade the Digital Assets, we have revised our disclosure accordingly to reflect our position. The required
disclosure has been added at pages 1, 21, and 33.

    4.
    Expand
    your disclosure to describe the company’s custodial practices for digital assets, to the extent they are material. Also,
    we note recent news reports that digital wallets have been subject to hacking. To the extent you have experienced a material
    cybsersecurity incident related to your digital wallets, tell us about the incident(s) and any material consequences and risks
    to your business.

    2

Response:
The Company does not use a custodian to secure its Digital Assets. We have revised our disclosure to include a new risk factor
since only bitcoin is held in a wallet. See page 21. The Company has not experienced any material cybersecurity related
incidents since we entered the business in 2014.

Glossary
of Defined Terms and Industry Data, page iii

    5.
    We
    note your revisions in response to prior comments 1 and 4. However, to the extent that your definition of Digital Securities
    includes any tokens obtained through participating in initial coin offerings, expand the definition to briefly identify these
    categories of assets.

Response:
We have not participated in any initial coin offerings because most initial coin offerings appear to offer tokens which constitute
Digital Securities. See the answer to comment 2. We have revised the description of our business accordingly. The required disclosure
has been added at pages 1, 26, 41-42.

Risk
Factors

“Since
there had been limited precedence set for financial accounting of Digital …,” page 6

    6.
    Describe
    how you intend to distinguish between financial accounting for Digital Assets and Digital Securities, and clarify what precedents
    you refer to with regard to accounting for Digital Securities. Explain how you will value your digital assets and whether
    the same methodology will be used to value all digital assets.

Response:
The requested disclosure has been added in the Management Discussion and Analysis at page 26. There is currently no authoritative
literature under accounting principles generally accepted in the United States which specifically addresses the accounting for
Digital Assets, including digital currencies. Therefore, by analogy we are recording Digital Assets similar to financial instruments
under ASC 825, Financial Instruments, because the economic nature of these Digital Assets is most closely related to a financial
instrument such as an investment in a foreign currency. Digital Securities are typically uncertificated securities, the ownership
and transfer of which are recorded on a proprietary or open source ledger that may be publicly distributed. Therefore, we believe
that such securities would be considered a financial instrument in accordance with ASC 825. Because Digital Assets and Digital
Securities will be accounted for in accordance with ASC 825, such securities would be valued in accordance with ASC 820, Fair
Value Measurements. An expanded version of this analysis has been added as a disclosure at page 26.

“If
We Acquire Digital Securities, Even Unintentionally …,” page 11

    3

    7.
    You
    state that you will attempt to limit your acquisitions of Digital Securities to “stay within the 40% threshold.”
    To provide context to this risk, please expand your discussion to briefly discuss the nature and impact of this provision
    of the Investment Company Act.

Response:
In the Amendment we have expanded our discussion to address the nature and impact of the 40% threshold of the Investment Company
Act upon the Company and its acquisition of Digital Assets. The required disclosure has been added at pages 21 and 42.
Disclosure has also been added at page 21 concerning the limited one year cure period.

“If
We Complete Our Recently Announced Merger with an Australian Company…,” page 11

    8.
    You
    disclose that you have been advised by BCG that they have raised money from offshore investors and they have not attempted
    to comply with Regulation S under the Securities Act. You further note that these transactions may result in a liability for
    BTCS. Describe the scope of any potential liability.

Response:
We have added disclosure at pages 11 and 34. As we note, any liability to the Company arising from BCG’s non-compliance
with Regulation S would only arise at the subsidiary level if the Company closes its acquisition of BCG. The status of this proposed
acquisition and the limited likelihood of it occurring has been disclosed at pages 11 and 34.

    9.
    We
    note your response to prior 2. Tell us how BCG ensures that they do not have any United States customers, and describe the
    compliance used.

Response:
We have been unable to obtain this information from BCG.

    10.
    Your
    risk factor caption indicates that you may incur unknown liabilities under foreign laws. However, the body of your risk focuses
    on the potential U.S. liabilities. Expand to discuss:

    ●
    any
    potential regulatory implications, in Australia or other jurisdictions, where BCG has cryptocurrency exchanges;

    ●
    whether
    BCG’s ICO and token sales consultancy business is impacted by any developments under Australian law; and

    ●
    whether
    BCG’s facilities in China are impacted by the regulatory updates in the PRC referred to on pages 14 and 19.

    4

Response:
Given the limited likelihood this acquisition will occur, we do not believe these potential liabilities are material since a reasonable
investor would not want to know this before buying or selling our common stock.

Should
the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to
discuss these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions
concerning this response letter to Michael D. Harris, the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.

    Sincerely
    yours,

    /s/
    Charles Allen

    Charles
    Allen

    Chief
    Executive Officer

    Michael
    D. Harris, Esq.

    Nason,
    Yeager, Gerson, White & Lioce, P.A.

    5

Exhibit
A

The
Company owns four specific types of Digital Assets: bitcoin, ether, dash and monero. We analyze whether Digital Assets are a security
under the investment contract analysis from the leading Supreme Court Case Howey.1 Howey creates a test
for determining if an asset is an investment contract based upon whether there was: (i) an investment of money, (ii) in a common
enterprise, (iii) with the expectation of profits, (iv) primarily through the efforts of others.

Bitcoin

Regardless
of how one obtains bitcoin you cannot dispute the fact that it requires an investment of money (whether it be U.S.
dollars, other currency, or virtual currency) or mining. When a holder acquires bitcoin, the holder pays for the bitcoin with
some form of currency, thus bitcoin satisfies this prong of Howey.

Courts
have focused on three distinct types of common enterprise: (i) horizontal commonality; (ii) broad vertical commonality; and (iii)
strict vertical commonality. “The horizontal commonality approach to evaluating the existence of a common enterprise provides
that a common enterprise exists if there is a ‘pooling of assets from multiple investors so that all share in the profits
and risks of the enterprise.”’2

The
holders of bitcoin do not pool their assets in a common entity or make payments to one common enterprise.3
Bitcoin is, by its design, decentralized and has no common entity controlling it. Mining, buying, and selling of
bitcoin are all decentralized exchanges which do not feature the holders sharing in risks.4
“In addition, purchasers of Bitcoin are not investing in the profits and risks of the person or entity selling
the Bitcoin. While these sellers of Bitcoin may use the payments that they receive to take actions that would increase
the value of Bitcoin, they have absolutely no obligation to do so, and purchasers generally have no reason to expect the sellers
to do so.”5 Bitcoin holders who see their holdings as an investment are
viewing bitcoin as an appreciating asset not as a common enterprise. Thus bitcoin does not satisfy the test for horizontal commonality.

Broad
vertical commonality “focuses on the expertise of the promoter of the alleged security [which] requires that the well-being
of all investors be dependent upon the promoter’s expertise.”6 There
is no central promoter or common seller for bitcoin. Further, an individual seller of bitcoin would not constitute a promoter.
“Where a seller is “attempting to transfer its entire interest and upon sale [removes itself] from the enterprise,
this is not a situation where the seller and buyer [enter] into a common venture dependent for success upon the providing of capital
by the buyer and management by the seller.”7 The lack of continuing management
by the promoter or developer is similar to the land development cases where the courts have concluded that initial development
services do not lead to the conclusion that the sale of a real estate parcel is a security. Thus bitcoin does not satisfy the
test for broad vertical commonality.

1
SEC v. W.J. Howey Co., 328 U.S. 293 (1946).

2
Jeffrey E. Alberts, Bertrand Fry, Is
Bitcoin A Security? 21 B.U. J. Sci. & Tech. L. 1, 15-16 (2015) (citing SEC v. SG Ltd., 265 F.3d 42, 46 (1st Cir.
2001); SEC v. Infinity Grp. Co., 212 F.3d 180, 187-88 (3d Cir. 2000)).

3
Id.

4
Id.

5
Id, at 17.

6
Id. at 18 (citing SEC v. SG Ltd., 265 F.3d 42, 49 (1st Cir. 2001))

7
Id. at 19 (citing Ballard &
Cordell Corp. v. Zoller & Danneberg Exploration, Ltd., 544 F.2d 1059, 1065 (10th Cir. 1976)).

    6

Strict
vertical commonality “requires that the investors’ fortunes be ‘interwoven with and dependent upon the efforts
and success of those seeking the investment or of third parties.’”[8]
‘“It is not necessary that the funds of investors are pooled; what must be shown is that the fortunes of the investors
are linked with those of the promoters, thereby establishing the requisite element of vertical commonality… a common enterprise
exists if a direct correlation has been established between success or failure of [the promoter’s] efforts and success or
failure of the investment.’” 9 “Sellers of Bitcoin receive
their only compensation at the moment that the Bitcoin is sold; they do not receive additional compensation based on future increases
in the value of Bitcoin. Accordingly, the connection between the financial interests of buyers and sellers does not create a vertical
commonality of interest.”10 Thus bitcoin does not satisfy the test for
strict vertical commonality.

Holders
of bitcoin often expect profits arising from value of the appreciation of bitcoin. While some holders may acquire bitcoin exclusively
for the purpose of transacting sales (similar to a currency), many holders acquire bitcoin in order to sell it at a later date
when the value has appreciated. Thus bitcoin satisfies this prong of Howey.

Howey’s
use of “solely” has been interpreted to mean “the efforts made by those other than the investor are the undeniably
significant ones, those essential managerial efforts which affect the failure or success of the enterprise.”11
However, the effort to create profit need not come exclusively from the efforts of others so long as the efforts
of others are significant and primary. Bitcoin’s expectation of profits arise not from any efforts of others but from mere
appreciation of value. This is similar to commodities such as gold or diamonds. “If the expectation of economic return from
an instrument is based solely on market forces, and not on the efforts of the sponsor, then the instrument does not satisfy this
prong of the Howey test.”12 As such, bitcoin does not satisfy
this prong of Howey.

As
a result of failing to meet the prongs of the Howey test for common enterprise and the efforts of others we believe that
bitcoin does not constitute an investment contract.

Ether

As
mentioned in the Commission’s Report, ether is a virtual currency or

Mail Stop 4561
December 22 , 2017

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

Re: BTCS Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed November 29, 2017
Amendment No. 2 to Registration Statement on Form S -1
Filed December 5, 2017
  File No. 333 -219893

Dear Mr. Allen :

 We have reviewed your amended registration statement filed on November 29, 2017 and
have the following comments.  We have not reviewed the amen dment filed on December 5 , 2017
as this filing solely consists of exhibits.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.

General

1. It is unclear whether the digital assets you  currently hold and intend  to hold are securities.
Please provide a detailed analysis explaining why you believe Bitcoin, Ether, Dash and
Monero, and any other digital assets that are likely to be held by the company are not
securities as defined in Section 2(a)(1) of the Securities Act.   Your analysis sho uld
address substantive differences between each form of digital asset and how those
differences affect your conclusions.

2. We note that the company intends to limit its holdings of digital assets that are securities
so that such holdings are less th an 40% of its portfolio.   Please  provide a detailed
description of the process and framework the company will use for determining which
digital assets to add to its portfolio.

3. With respect to  bitcoin s (and other digital assets) that the company mines , disclose
whether the company plans to hold the mined assets or trade them.

4. Expand your dis closure to describe the company’s custodial practices for digital assets, to
the extent they are material.  Also, we note recent news reports that digital wallets have
been subject to hacking.  To the extent you have experienced a material cybsersecurity

Charles W. Allen
BTCS Inc.
December 22 , 2017
Page 2

 incident related to your digital wallets, tell us about the incident(s) and any material
consequences and risks to your business.

Glossary of Defined Terms and Industry  Data, page iii

5. We note your revisions in response to prior comments 1 and 4.   However, to the extent
that your definition of Digital Securities includes any tokens obtained through
participating in initial coin offerings, expand the definition to briefly  identify these
categories of assets.

Risk Factors

“Since there has been limited precedence set for financial accounting of Digital …,” page 6

6. Describe how you intend to distinguish between financial accounting for Digital Assets
and Digital Securities, and clarify what precedents you refer to with regard to accounting
for Digital Securities.   Explain how you will value your digital assets and whe ther the
same  methodology will be use d to value all digital assets.

“If We Acquire Digital Securities, Even Unintentionally …,” page 11

7. You state that you will attempt to limit your acquisitions of Digital Securities to “stay
within the 40% threshold.”   To provide context to this risk, please expand your discussion
to briefly discuss the nature and impact of this provision of the Investmen t Company
Act.

“If We Complete Our Recently Announced Merger with an Australian Company…,” page 11

8. You disclose that you have been advised by BCG that they have raised money from
offshore investors and they have not attempted to comply with Regulation S under the
Securities Act.   You further note that these transactions may result in a liability for
BTCS.   Describe the scope of any potential liability.

9. We note your response to prior 2.  Tell us how BCG ensures that they do not have any
United States customers, a nd describe the compliance used .

10. Your risk factor caption indicates that you may incur unknown liabilities under foreign
laws.   However, the body of your risk focuses on the potential U.S. liabilities.  Expand to
discuss:
 any potential reg ulatory implications, in Australia or other jurisdictions, where
BCG has cryptocurrency exchanges;
 whether BCG’s ICO and token sales consultancy business is impacted by any
developments under Australian law; and
 whether BCG’s facilities in China are impact ed by the regulatory updates in the
PRC referred to on pages 14 and 19.

Charles W. Allen
BTCS Inc.
December 22 , 2017
Page 3

 Please contact Ivan Griswold, Staff Attorney, at (202) 551 -3853 or me at (202) 551 -3453
with any questions.

If you require additional assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

 /s/ Barbara C. Jacobs for

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

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

CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20901

November
29, 2017

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Jan Woo

Re:
BTCS Inc.

Registration
Statement on Form S-1

Filed
August 10, 2017

File
No. 333-219893

Ladies
and Gentlemen:

The
following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated September 6,
2017 (the “Comment Letter”) relating to the Registration Statement on Form S-1 (the “Registration Statement”)
of BTCS Inc. (“BTCS”) filed on August 10, 2017. BTCS is simultaneously filing Amendment No.1 to the Registration Statement
(the “Amendment”) with this response letter.

The
Amendment has been updated as appropriate to give effect to changes affecting BTCS and the legal and regulatory climate in
which BTCS operates. In addition, BTCS has increased the number of shares being registered which caused additional changes.
The extra fee has been paid.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with BTCS response set forth
immediately beneath such comment.

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

Prospectus
Summary, page 1

General

    1.
    You
    indicate that your new line of business focuses on open market purchases of digital assets and investing in initial digital
    asset offerings. Revise to describe with more specificity the types of digital assets that you intend to invest in and any
    parameters or criteria that you will use to make such investment determinations. Expand to briefly discuss the nature of your
    current operations and identify the types of digital currencies that you currently hold.

Response:
BTCS intends to engage in Digital Asset mining, purchasing Digital Assets in open market transactions, and purchasing
Digital Assets in initial coin offerings. The Amendment specifics the types of Digital Assets that BTCS may acquire and certain
parameters that will influence BTCS’ acquisition decisions including increased compliance and legal costs. The Amendment
also lists the Digital Assets currently held by BTCS. The prospectus complies with the comment and adds information concerning
Digital Assets currently owned. See the discussion at pages 1, 3, 26, 33 and 45.

 2. We
                                         note your Form 8-K filed on August 21, 2017 indicating that you signed a letter of intent
                                         to merge with Blockchain Global Limited. Expand your summary to discuss the risks and
                                         challenges relating to consummating the merger, including any regulatory risks related
                                         to Blockchain Global Limited’s business. Additionally, tell us whether the operations
                                         of BCG’s Technology Consultancy business, which you state includes the preparation
                                         and support of initial coin offerings, and the operations of the ACX.io Exchange will
                                         trigger any obligations under the federal securities laws, including, but not limited
                                         to, any requirements to register as a national securities exchange, alternative trading
                                         system or broker-dealer.

Response:
Blockchain Global Limited (“BCG”) has represented to us that they do not have United States customers nor do they
operate an exchange in the United States. BCG has represented to BTCS that they are compliant with Australian laws and that they
do not underwrite or act as a broker with respect to their business. As such, BTCS does not believe, based on BCG representations
that BCG would be subject to any requirements to register as a national securities exchange, alternative trading system or broker-dealer.
However, the Amendment addresses risks arising from the above-mentioned issues. Further, BCG has delayed providing due diligence
materials to BTCS. If after receipt of and review of appropriate documentation we perceive the risks are material, we may elect
to terminate discussions. See discussion at pages 11, 12, 19, 34 and 45.

 3. The
                                         disclosure on pages 20-21 briefly describes why you do not believe that BTCS, Inc. is
                                         an investment company under the Investment Company Act of 1940. Please provide further
                                         information needed to conduct an analysis under sections 3(a)(1)(A) and 3(a)(1)(C) of
                                         the 1940 Act and any other provision of the 1940 Act upon which BTCS, Inc. is relying
                                         to exclude it from the definition of an investment company. In particular, list all assets
                                         held by BTCS, Inc. and the value you assign to each on an unconsolidated basis. Ensure
                                         that your analysis also addresses your plans to participate in initial coin offerings.

Response:
The nature and value of our Digital Assets as of a recent date has been added at page 26. Section 3(a)(1) of the Investment
Company Act of 1940 (the “1940 Act”) provides that an investment company is an issuer that:

(A)
is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting,
or trading in securities… (C) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding,
or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the
value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis. 1

1
15 U.S.C.A. § 80a-3

      2

BTCS
does not believe that it would be considered an Investment Company under 3(a)(1)(C) of the 1940 Act because BTCS will not own
or propose to acquire investment securities having a value exceeding 40 per centum of the value of BTCS’s total assets.
BTCS recognizes that some Digital Assets may be securities and does not intend to acquire securities, in the form of Digital Assets,
which exceed 40 per centum of the value of BTCS’s total assets. BTCS discloses at pages 7, 10, 11 and 41 that its
compliance costs will be higher in order to comply with the 1940 Act and the federal and state securities laws.

BTCS
does not believe that it would hold itself out as being engaged primarily, or proposing to engage primarily, in the business of
investing, reinvesting, or trading in securities. In Securities and Exchange Commission v. Fifth Ave. Coach Lines, Inc.,
the Second Circuit placed emphasis on the word primarily, stating that “whether a
company is engaged primarily in the business of investing, its total activities of all sorts must be considered.”2
In Securities and Exchange Commission v. National Presto Industries, the Seventh Circuit found that “what
matter are the company’s history, the way the company represents itself to the investing public today, the activities of
its officers and directors, the nature of its assets, and the sources of its income…. More important ... [is whether] the
nature of the assets and income of the company, disclosed in the annual reports filed with the Commission and in reports sent
to stockholders, was such as to lead investors to believe that the principal activity of the company was trading and investing
in securities.”3

BTCS
does not engage or intend to engage primarily in the business of investing in securities but rather in mining Digital Assets.
Its acquisition of tokens in digital coin offerings will be carefully limited to avoid the 40 % limit. The Securities and Exchange
Commission’s analyzed whether tokens were a security in its July 25, 2017, Report of Investigation Pursuant to Section 21(a)
of the Securities Exchange Act of 1934 (the “Report”). The Report suggests applying the Howey test to determine if
a specific token constitutes a security. BTCS intends to verify that tokens and Digital Assets acquired by BTCS do not cause BTCS
to acquire securities to the extent that BTCS would be required to register as an Investment Company under the 1940 Act. We are
mindful of a recent speech by the Chairman of the Commission that tokens are likely to be deemed to be securities.

Risk
Factors

“Since
there had been limited precedence set for financial accounting of Digital …,” page 6

 4. Rather
                                         than referring to “Digital Assets” generally, revise your risk factor disclosure
                                         to distinguish between the types of assets you are referring to and any uncertainties
                                         specific to that category of currency.

2
SEC v. Fifth Ave. Coach Lines, Inc., 289 F. Supp. 3, 28 (S.D.N.Y. 1968), aff’d, 435 F.2d 510
(2d Cir. 1970).

3
SEC v. Nat’l Presto Indus., Inc., 486 F.3d 305, 312–15 (7th Cir. 2007); citing In re Tonopah Mining
Co., 26 S.E.C. 426, 430 (1947).

      3

Response:
As defined on page 1 of the prospectus, Digital Assets are tokens “based upon a computer-generated math-based and/or cryptographic
protocol that may, among other things, be used to buy and sell goods or pay for services.” Bitcoin is one such Digital Asset.
BTCS plans to acquire and create a portfolio of Digital Assets including Bitcoin. The Amendment discloses uncertainties pertaining
to Bitcoin starting on page 10. In the prospectus, we distinguish between Digital Assets and Digital Securities. See pages
7, 10-11, and 41.

Due
to the novelty and continuously evolving nature of Digital Assets, it is impossible to state with sufficient certainty which Digital
Assets BTCS will be acquiring. BTCS intends to acquire Digital Assets which in its opinion may appreciate in value. Additionally,
due to the continuously evolving nature of Digital Assets it is impossible to state with sufficient certainty which Digital Assets,
if any, contain specific uncertainties that are different from other Digital Assets. Digital Assets all face similar risks except
to the extent that Digital Securities present far reaching risks under the federal and state securities law. As of the date of
this letter BTCS believes that there are over 1,000 tokens that could constitute Digital Assets and it would be impractical for
BTCS to analyze risk factors for each type of Digital Asset. However, the Amendment expands on the risk factors listed in the
prospectus and discloses additional risk factors which intend to provide an accurate and full disclosure of the risks BTCS
will encounter. See pages 10, 11, 17, 20, and 21.

Risks
Related to the Bitcoin Network and Bitcoins, page 10

 5. In
                                         light of your stated intent to invest in digital tokens and participate in initial coin
                                         offerings, expand your risk factors to address the specific risks related to investing
                                         in and holding these types of assets. Expand to discuss with specificity the impact on
                                         your business if your assets are deemed to be securities for the purposes of federal
                                         securities laws. Further, to the extent that your proposed merger with Blockchain Global
                                         Limited raises any other regulatory obligations under the federal securities laws, ensure
                                         that you discuss any resulting material risks to your business.

Response:
We have expanded our disclosure as requested at pages 7, 10, 17, 20 and 21. Please see our response to Comment 2.

Business

Industry
and Market Overview (Bitcoin and Blockchain Technologies)

Introduction
to Bitcoins and the Bitcoin Network, page 34

 6. In
                                         light of your stated intent to invest in assets other than bitcoins, expand your disclosure
                                         to describe the nature and characteristics of these assets. Although your discussion
                                         addresses the implications related to the possibility of bitcoins being deemed securities,
                                         expand to address the various types of digital currencies and assets that you intend
                                         to hold, which you state includes protocol tokens. Revise your disclosure under Government
                                         Oversight on page 42 to address the regulatory treatment of these assets.

      4

Response:
As stated in above, BTCS believes that there are over 1,300 tokens that could constitute Digital Assets and it would
be impractical for BTCS to analyze risk factors for each type of Digital Asset. The Amendment discloses the nature,
characteristics, and regulatory treatment of some types of Digital Assets and tokens which BTCS may hold in the future. See
pages 1, 3, 11 and 15. We have provided a table listing our portfolio of Digital Assets as of a recent date. We have
updated the recent regulatory changes at pages 41-45.

Principal
Shareholders, page 51

 7. Revise
                                         your principal stockholder table to include beneficial ownership of all classes of voting
                                         securities, including Class B and C common stock. See Item 403 of Regulation S-K.

Response:
BTCS does not have Class B or C common stock. We assume the Staff meant preferred stock. The Amendment revises the beneficial
ownership table accordingly at page 50.

Other

 8. We
                                         note instances where you refer to your fiscal year ended as June 30, whereas elsewhere
                                         you state that your fiscal year end is December 31. Revise or advise.

Response:
BTCS’s fiscal year ends on December 31. The Amendment reflects the December 31 fiscal year end. See page 30.

 9. Please
                                         update your financial statements and related financial information included in the filing,
                                         as necessary, to comply with Rule 3-12 of Regulation S-X.

Response:
The Amendment updates BTCS’ financial statements and related financial information to reflect the 135 day age requirement
in Rule 3-12 of Regulation S-X.

Should
the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to
discuss these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions
concerning this response letter to Michael D. Harris, the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.

    Sincerely
    yours,

    /s/
    Charles Allen

    Charles
    Allen

    Chief
    Executive Officer

Michael
D. Harris, Esq.

Nason,
Yeager, Gerson, White & Lioce, P.A.

      5

September 6, 2017

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

Re: BTCS Inc.
Registration Statement on Form S -1
Filed August 10, 2017
  File No. 333 -219893

Dear Mr. Allen :

 We have reviewed your 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 appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary , page 1

1. You indicate that your new line of business focuses on open market purchases of digital
assets and  investing in  initial digital asset offerings.  Revise to describe with more
specificity the types of digital assets that you intend to invest in and any parameters or
criteria that you will use to make such in vestment determinations.  Expand to briefly
discuss the na ture of your current operations  and identify the types of digital currencies
that you currently hold.

2. We note your Form 8 -K filed on August 21, 2017 indicating that you signed a letter of
intent to merge with Blockchain Global Limited.  Expand your summary to discuss the
risks and challenges relating to consummating the merger, including any regulatory risks
related to Blockchain Global Limited’s business.  Additionally, tell us whether the
operat ions of BCG’s Technology Consultancy business, which you state includes the
preparation and support of initial coin offerings, and the operations of the ACX.io

Charles W. Allen
BTCS Inc.
September 6, 2017
Page 2

 Exchange will trigger any obligations under the federal securities laws , including, but not
limited to, any requirements to register as a national securities exchange, alternative
trading system or broker -dealer.

3. The disclosure on pages 20 -21 briefly describes why you do not believe that  BTCS, Inc.
is an investment company under the Investment Compa ny Act of 1940.   Please provide
further information needed to conduct an analysis under sections 3(a)(1)(A) and
3(a)(1)(C) of the 1940 Act  and any other provision of the 1940 Act upon which BTCS,
Inc. is relying to exclude it from the definition of an inve stment company.   In particular,
list all assets held by  BTCS, Inc. and the value you assign to e ach on an unconsolidated
basis.   Ensure that your analysis also addresses your plans to participate in initial coin
offerings.

Risk Factors

“Since there h as been limited precedence set for financial accounting of Digital …, ” page 6

4. Rather than referring to “Digital Assets” generally, revise your risk factor disclosure to
distinguish between the types  of assets you are referring to  and any uncertainties spe cific
to that category of currency.

Risks Related to the Bitcoin Network and Bitcoins, page 10

5. In light of your stated intent to invest in digital tokens and participate in initial coin
offerings, expand your risk factors to address the specific risks re lated to investing in an d
holding these types of assets.  Expand to discuss with specificity the impact on your
business if your assets are deemed to be securities for the purposes of federal securities
laws.   Further, to the extent that your proposed merg er with Blockchain Global Limited
raises any other regulatory obligations under the federal securities laws, ensure that you
discuss  any resulting material risks to your business.

Business

Industry and Market Overview (Bitcoin and Blockchain Technologies)

Introduction to Bitcoins and the Bitcoin Network, page 34

6. In light of your stated intent to invest in assets other than bitcoins, expand your disclosure
to describe the nature and characteristics of these assets.  Although your discussion
addresses the implications related to the possibility of bitcoins being deemed securities,
expand to address the various types of digital currencies and assets that you intend to
hold, which you state includes protocol tokens.  Revise your disclosure under
Government Oversight on page 42 to address the regulatory treatment of these assets.

Charles W. Allen
BTCS Inc.
September 6, 2017
Page 3

 Principal Shareholders, page 51

7. Revise your principal stockholder table to include beneficial ownership of all classes of
voting securities, including Class B and C co mmon stock.  See Item 403 of Regulation
S-K.

Other

8. We note instances where you refer to your fiscal year ended as June 30, whereas
elsewhere you state that your fiscal year end is December 31.  Revise or advise.

9. Please update your financial statemen ts and related financial information included in the
filing, as necessary, to comply with Rule 3 -12 of Regulation S -X.

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.

Refer to Rule 461 regarding requests for acceleration.   Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.

Please contact Ivan Griswold, Staff Attorney, at (202) 551 -3853 or me at (202) 551 -3453
with any questions.  If you requi re additional assistance, you may contact Barbara C. Jacobs,
Assistant Director, at (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, Gerso n, White & Lioce, P.A.

Mail Stop 4561

January 5, 2017

Charles Allen
Chief Executive Officer
BTCS Inc.
1901 North Moore Street, Suite # 700
Arlington, Virginia 22209

 Re: BTCS Inc.
 Preliminary Information Statement on Schedule 14C
 Filed December 16, 2016
 File No. 000-55141

Dear Mr. Allen :

 We have completed our review of your filing.  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.

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel
        Office  of Information  Technologies
and Services

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

CORRESP
1
filename1.htm

BTCS
Inc.

1901
North Moore Street, Suite # 700

Arlington,
Virginia 22209

January
4, 2017

Via
EDGAR

Maryse
Mills-Apenteng

Special
Counsel

Office
of Information Technologies and Services

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

Washington,
DC 20549

    Re:
    BTCS
    Inc.

    Preliminary
    Information Statement on Schedule 14C

    Filed
    December 16, 2016

    Revised
    Preliminary Information Statement on Schedule 14C

    Filed
    December 20, 2016

    File
    No. 000-55141

Dear
Ms. Mills-Apenteng:

Please
find our responses to the comments received from you in your letter dated December 23, 2016 related to the Preliminary Proxy Statement
on Schedule 14C, filed December 16, 2016 (as revised December 20, 2016), for BTCS Inc. (the “Company”). We have reproduced
your comments below.

General
Information

Does
any person have an interest in the adoption of the Reverse Split?, page 2

    1.
    We
    note that a number of shares of common stock and warrants will become issuable upon the consummation of the reverse stock
    split. Please provide tabular disclosure that identifies each of your contractual agreements to issue additional shares or
    warrants and the number of shares or warrants that will become issuable under each agreement upon consummation of the reverse
    stock split.

Response
to Comment No. 1:

As
revised, the Preliminary Proxy Statement includes the following additional disclosure (please see page 3):

The
specific contractual agreements pursuant to which we will issue additional shares following the reverse stock split, and the number
of shares issuable under each (share numbers are post-split), are listed in the table below. The obligation to issue the shares
existed prior to the reverse stock split, but the shares were previously unissuable because the Company lacked sufficient authorized
capital.

Maryse
Mills-Apenteng

Special
Counsel

Securities
and Exchange Commission

January
4, 2017

Page
2

    Contractual
                                         Agreement

      Shares
                                         issuable

    Subscription Agreement dated
    January 19, 2015 (Most Favored Nations adjustment – additional shares) Subject to reduction based on 4.99% ownership
    limitations.

      17,110,374

    Subscription Agreement dated January
    19, 2015 (Most Favored Nations adjustment – additional warrants)

      42,775,933

    Subscription Agreement dated April 20,
    2015 (Most Favored Nations adjustment – additional shares) Subject to reduction based on 4.99% ownership limitations.

      91,637,401

    Subscription Agreement dated April 20,
    2015 (Most Favored Nations adjustment – additional warrants)

      128,292,362

    5% Original Issue Discount 10% Senior
    Convertible Note Due September 16, 2016

      38,334,769

    Anti-Dilution Warrants Issuable Pursuant
    to Warrant Issued December 16, 2015

      97,423,577

    20% Original Issue Discount Junior Convertible
    Notes Due December 5, 2016

      7,481,482

    8% Convertible Notes Due June 6, 2017

      1,833,334

    Total
      424,889,232

    2.
    You
    disclose that you are in default with respect to certain of your debt obligations. Please provide more specific disclosure
    as to any penalties you have incurred as a result of this default. Investors should understand in practical terms the cost
    to the company of the failure to effectuate the reverse stock split and the resulting risks.

Response
to Comment No. 2:

Maryse
Mills-Apenteng

Special
Counsel

Securities
and Exchange Commission

January
4, 2017

Page
3

As
revised, the Preliminary Proxy Statement includes the following additional disclosure (please see page 4):

Because
we previously have been unable to comply with our contractual obligations to issue shares upon the conversion of convertible notes
and the exercise of warrants, we have defaulted under the terms of certain agreements with investors, which has caused the Company
to incur the following penalties:

Under
the terms of our 5% Original Issue Discount 10% Senior Convertible Note Due September 16, 2016 (issued in December 2015) in the
original principal amount of $1,450,000, our default on the repayment of the loan resulted in the application of a default interest
rate in the amount of 24% per year, the reset of the note conversion price to 60% of the lowest closing price on the OTCQB during
the prior 20 trading days, and the entire principal and interest of the notes, plus an additional 30% penalty, coming due immediately.
As of December 31, 2016, the face value of the senior notes, interest and penalties was $1,019,267 and is continuing to increase
by $579 a day. In addition, if holders of the notes attempt to convert their notes and are unable to, they will be entitled to
liquidated damages equal to $1,000 per day for each $100,000 of such purchaser’s original subscription amount. As of December
31, 2016, the Company is booking a liquidated damages liability of $2,856,500 with respect to the senior notes, which is continuing
to increase by $14,500 a day, even though no conversion requests have been made.

In
addition, under the terms of approximately 6.7 million (pre-split) warrants issued in December 2016 in connection with the note
issuances described above, the exercise price of each warrant was reduced to the default exercise price of the related notes,
and the warrant holders will also be entitled to damages for any buy-in occurring as a result of the Company’s failure to
deliver certificates upon an attempted exercise as described above.

Under
the terms of our 20% Original Issue Discount Junior Convertible Notes Due December 5, 2016 (issued in June 2016) in the original
principal amount of $125,000, a default occurred due to the default on our senior notes and resulted in the application of a default
interest rate in the amount of 24% per year, the reset of the note conversion price to 60% of the lowest closing price on the
OTCQB during the prior 20 trading days, and the entire principal and interest of the notes, plus an additional 40% penalty, coming
due immediately. As of December 31, 2016, the face value of the junior notes, interest and penalties was $199,267 and is continuing
to increase by $117 a day. In addition, if holders of the notes attempt to convert their notes and are unable to, they will be
entitled to liquidated damages equal to $1,000 per day for each $100,000 of such purchaser’s original subscription amount.
As of December 31, 2016, the Company is booking a liquidated damages liability of $228,750 with respect to the junior notes, which
is continuing to increase by $1,250 a day, even though no conversion requests have been made.

Maryse
Mills-Apenteng

Special
Counsel

Securities
and Exchange Commission

January
4, 2017

Page
4

Amendment
to our Articles of Incorporation to Effect a Reverse Split in a Ratio of 1-for-60

Purpose
of the Reverse Split, page 3

 3. You
                                         disclose that you issued one hundred shares of Series A Preferred Stock to Mr. Allen
                                         in order to effectuate the reverse stock split. Exhibit 3.1 to the Form 8-K filed on
                                         December 9, 2016 states that these shares have total voting power that is equal to one
                                         vote more than the total combined voting power of the common stock and all other series
                                         or classes of equity of the company. Moreover, we note that these shares may only vote
                                         on a proposal to increase the authorized shares of common stock or effectuate a reverse
                                         stock split. Please provide us with an analysis supporting your conclusion that this
                                         is permissible under Nevada law.

Response
to Comment No. 3:

Our
analysis of the relevant provisions of the Nevada Revised Statutes (the “NRS”) is set forth below.

The
ability of the Board of Directors (the “Board”) to designate a series of preferred stock is set forth in NRS 78.195,
which provides that a corporation’s articles of incorporation may

vest
authority in the board of directors to prescribe, the classes, series and the number of each class or series of stock and the
voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of stock

which
shall be described in the board resolution setting forth such designation and the certificate of designations filed with the state.1

The
Company’s Articles of Incorporation specifically adopt this provision of the NRS. Article III, Section 3(a) of the Company’s
Articles of Incorporation filed with the Nevada Secretary of State on April 15, 2008, as subsequently amended, provides that

The
board of directors is hereby vested with authority from time to time to provide by resolution for the issuance of shares of Preferred
Stock in one or more series… and to prescribe with respect to each series the voting powers, if any, designations, preferences,
and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating
thereto.

1 NRS
78.195(1)

Maryse
Mills-Apenteng

Special
Counsel

Securities
and Exchange Commission

January
4, 2017

Page
5

It
further provides,

Unless
the board of directors provides to the contrary…. neither the consent by series or otherwise of the holders of any outstanding
Preferred Stock nor the consent of the holders of any outstanding common stock shall be required for the issuance of any new series
of preferred stock regardless of the whether the rights and preferences of the new series of preferred stock are senior or superior,
in any way, to the outstanding series of preferred stock or common stock.

Further,
under the NRS, the ability of the Board to structure the relative voting rights of the holders of that preferred stock, limit
those voting rights to particular matters, and make the Company’s redemption rights dependent upon the happening of a particular
corporate event are set forth in NRS 78.037, which provides that a corporation’s articles of incorporation may include provisions

creating,
defining, limiting or regulating…the rights, powers or duties of…any class of the stockholders.2

NRS
78.195 also provides that

the
voting powers, designations, preferences, limitations, restrictions and relative rights for the shares of a class or series of
stock may be made dependent upon any fact or event which may be ascertained outside the articles of incorporation if the manner
in which a fact or event may operate upon the voting powers

and
other rights is stated in the articles.3 A “fact or event” may include the

occurrence
of an event, including, without limitation, a determination or action by…the corporation itself.4

Further,
the directors of a corporation may take action

to
protect the interests of the corporation and its stockholders, including, but not limited to, adopting or signing plans, arrangements
or instruments that grant or deny rights, privileges, power or authority to a holder or holders of a specified number of shares
or percentage of share ownership or voting power.5

2
                                         NRS 78.037(2)

3
NRS 78.195(4)

4
NRS 78.195(5)

5
Id.

Maryse
Mills-Apenteng

Special
Counsel

Securities
and Exchange Commission

January
4, 2017

Page
6

Together,
the above provisions give the Company’s Board the authority to designate the Series A Preferred Stock, endow it with voting
rights superior to the common stock, provide that those voting rights are limited to voting on the Company’s reverse split
proposal, and provide that the stock is redeemable upon the Company’s amendment of its Articles of Incorporation to increase
available capital.

The
ability of the Company to effect its reverse stock split is set forth in NRS 78.2055, which provides:

Unless
otherwise provided in the articles of incorporation, a corporation that desires to decrease the number of issued and outstanding
shares of a class or series held by each stockholder of record at the effective date and time of the change without correspondingly
decreasing the number of authorized shares of the same class or series may do so if:

(a) The
board of directors adopts a resolution setting forth the proposal to decrease the number of issued and outstanding shares of a
class or series; and

(b) The
proposal is approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such
greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting
power of the affected class or series.6

As
discussed above, the Company’s Articles of Incorporation, through the provisions authorizing the Board to designate a series
of preferred stock without shareholder approval, and the Company’s designation of Series A Preferred Stock with special
voting rights related to the capital increase, opt out of the default provisions of NRS 78.2055, as permitted by the language
“unless otherwise provided in the articles of incorporation,” to provide for the process utilized by the Company to
approve the reverse split.

Finally,
it was permissible for the Company to utilize a written consent action under NRS 78.320, which provides that

Unless
otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of
the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders
holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an
action at a meeting, then that proportion of written consents is required.7

6
                                         NRS 78.2055(1)

7
NRS 78.320(2)

Maryse
Mills-Apenteng

Special
Counsel

Securities
and Exchange Commission

January
4, 2017

Page
7

Effects
of the Reverse Split, page 3

    4.
    Please
    expand the table on page 3 to describe your capitalization both before and after the reverse stock split, taking into account
    your discussion on page 2 regarding the interest of certain persons in the adoption of the reverse split. The revised table
    should include the number of shares (i) authorized (ii) issued and outstanding, and (iii) reserved for issuance both before
    and after the reverse stock split. Please also include the number of shares available for issuance before and after the split.

Response
to Comment No. 4:

As
revised, the Preliminary Proxy Statement includes the following tabular disclosure (please see page 5):

The
number of shares of our common stock authorized, outstanding and reserved for issuance before and after the reverse stock split
are detailed below:

    Authorized
    Issued
    and Outstanding (1)
    Reserved
    for Issuance (2)
    Available
    for Issuance

    Before
                                         Reverse Split

      975,000,000
      952,756,004
      22,243,996
      0

    After
                                    Reverse Split

      975,000,000
      15,879,267
      425,259,961
      533,860,772

    (1)
    Issued
    and outstanding shares before Reverse Split and after Reverse Split exclude 13,000,000 shares and 216,667 shares, respectively,
    held in treasury which are reserved for issuance.

    (2)
    Excludes
    shares that may need to be issued based on further resets of the note conversion prices or favored nations provisions.

The
number of shares of owned and owed to interested persons is detailed below:

    Before
    Reverse Split

    (Excludes Owed Securities)
    After
    Reverse Split

Mail Stop 4561

December 23, 2016

Charles Allen
Chief Executive Officer
BTCS Inc.
1901 North Moore Street, Suite # 700
Arlington, Virginia 22209

 Re: BTCS Inc.
 Preliminary Information Statement on Schedule 14C
 Filed December 16, 2016
Revised Preliminary Information Statement on Schedule 14C
Filed December 20, 2016
 File No. 000-55141

Dear Mr. Allen :

We have reviewed your filing, as amended, 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 possib le 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.

General Information

Does any person have an interest in the adoption of the Reverse Split?, page 2

1. We note that a number of shares of common stock and warrants will become issuable
upon the consummation of the reverse stock split.  Please provide tabular disclosure that
identifies each of your contractual agreements to issue additional shares or warrants and
the number of shares or warrants that will become issuable under each agreement upon
consummation of the reverse stock split.

2. You disclose that you are in default with respect to certain of your debt obligations.
Please provide more specific disclosure as to any penalties you have incurred as a result
of this default.  Investors should understand in practical terms the cost to the company of
the failure to effectuate the revers e stock split and the resulting risks.

Charles Allen
BTCS Inc.
December 23 , 2016
Page 2

Amendment to our Articles of Incorporation to Effect a Reverse Split in a Ratio of 1 -for-60

Purpose of the Reverse Split, page 3

3. You disclose that you issued one hundred shares of Series A Preferred Stock to Mr. Al len
in order to effectuate the reverse stock split.  Exhibit 3.1 to the Form 8 -K filed on
December 9, 2016 states that these shares have total voting power that is equal to one
vote more than the total combined voting power of the common stock and all othe r series
or classes of equity of the company .  Moreover, we note that these shares may only vote
on a proposal to increase the authorized shares of common stock or effectuate a reverse
stock split.  Please provide us with an analysis supporting your conclusion that this is
permissible under Nevada law.

Effects of the Reverse Split, page 3

4. Please expand the table on page 3 to describe your capitalization both before and after the
reverse stock split , taking into account your discussion on page 2 regarding the interest of
certain persons in the adoption of the reverse split. The revised table should include the
number of shares (i) authorized (ii) issued and outstanding, and (iii) reserved for issuance
both before and after the reverse stock split.  Please also includ e the number of shares
available for issuance before and after the split.

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 s taff.

If you have questions or comments p lease contact Jeff Kauten , Staff Attorney, at (202)
551-3447 , or in h is absence, the undersigned at (202) 551 -3457.

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel
        Office of Information  Technologies
and Services

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

CORRESP
1
filename1.htm

BTCS
INC.

1901
N Moore St, Suite 700

Arlington,
VA 22209

February
8, 2016

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

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

    Registration
    Statement on Form S-1

    File
    No. 333-205277

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, BTCS Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:00pm, Eastern Time, on February 9, 2016, or as soon thereafter as possible.

We
hereby acknowledge that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
    Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

    Very
    truly yours,

    By:
    /s/
    Charles Allen

    Name:
    Charles
    Allen

    Title:
    Chief
    Executive Officer

CORRESP
1
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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.

Mail Stop 4561

December 22, 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. 3 to Registration Statement on Form S -1
Filed December 7, 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 regi stration 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 appropriate, please tell us why in your
response.

After reviewing any amendment to yo ur 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 relate to our letter dated December 3, 2015.

Government Oversight, page 5 5

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.

Part II

Recent Sales of Unreg istered 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

Charles W. Allen
BTCS Inc.
December 22 , 2015
Page 2

 accordingly and review your document to ensure that it is updated to reflect any other
interim developments.

Signatures, page 90

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

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 Attorney, at
(202) 551 -3853 or me at (202) 551 -3457 with any other questions.  If you require additional
assistance, you may cont act Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
Office of Information Technologies
and Services

cc:  Harvey Kesner, Esq.
       Sichenzia Ross Friedman Ference LLP

CORRESP
1
filename1.htm

December
7, 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. 2 to Registration Statement on Form S-1

    Filed
    November 17, 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 3, 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 are filed in conjunction with Amendment
No. 3 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 revisions in response to prior comment 6, where you refer to the CFTC Order that found that bitcoins are properly
defined as commodities. Please expand your disclosure to explain with more specificity the impact on your business resulting from
this regulatory development. Additionally, ensure that you update your risk factor disclosure on page 25 to reflect these developments.

We
do not believe the CFTC Order will be applicable to our business. As a result, the CFTC Order will have no impact on our business.
We have updated our risk factor disclosure to reflect these recent developments.

Certain
Relationships and Related Party Transactions, page 68

2.
We note your amended disclosure under the caption Recent Sales of Unregistered Securities, stating that you issued 40,000 shares
of common stock to RK Equity Advisors, LLC on October 29, 2015. You also indicate that Mr. Allen founded RK Equity Capital Markets
LLC and RK Equity Investment Corp. It appears, based on this relationship, that discussion of this transaction is warranted. Refer
to Instruction 1 to Item 404(a) and Item 404(d) of Regulation S-K and advise.

Our
filings have indicated that Mr. Allen was a Managing Director at RK Equity Capital Markets LLC (“RK”) and focused
on natural resources investment banking and added to RK’s capital markets efforts. In August, 2012 Mr. Allen co-founded
RK Equity Investment Corp. (“RKEIC”). Our filings do not indicate that Mr. Allen was the founder of RK Equity Capital
Markets LLC. The Company, however, issued 40,000 shares of common stock to RK Equity Advisors,
LLC. While RK Equity Advisors LLC has a similar name to RK Equity Capital Markets LLC and RK Equity Investment Corp. they
are completely separate legal entities. Mr. Allen is not and has never been an officer, director, member, shareholder or employee
of RK Equity Advisors LLC and no related party disclosures are required.

Recent
Sales of Unregistered Securities, page 81

3.
Note 12 to your financial statements indicates that on October 14, 2015, you issued shares of your common stock to an individual
investor; however, it does not appear that you have provided updated disclosure in this section. Please revise or advise.

We
have revised the disclosure in this section.

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.

Mail Stop 4561

December 3, 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. 2 to Registration Statement on Form S -1
Filed November 17, 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 regi stration 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 appropriate, please tell us why in your
response.

After reviewing any amendment to yo ur 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 comments in our October 1, 2015 letter.

Business

Government Overs ight, page 55

1. We note your revisions in response to prior comment 6, where you refer to the CFTC
Order that found that bitcoins are properly defined as commodities.  Please expand your
disclosure to explain with more specificity the impact on your busines s resulting from
this regulatory development.  Additionally, ensure that you update your risk factor
disclosure on page 25 to reflect these developments.

Charles W. Allen
BTCS Inc.
December 3, 2015
Page 2

 Certain Relationships and Related Party Transactions, page 68

2. We note your amended disclosure un der the caption Recent Sales of Unregistered
Securities , stating that you issued 40,000 shares of common stock to RK Equity Advisors,
LLC on October 29, 2015.  You also indicate that Mr. Allen founded RK Equity Capital
Markets LLC and RK Equity Investment Corp .  It appears, based on this relationship, that
discussion of this transaction is warranted.  Refer to Instruction 1 to Item 404(a) and Item
404(d) of Regulation S -K and advise.

Recent Sales of Unregistered Securities, page 81

3. Note 12 to your finan cial statements indicates that on October 14, 2015, you issued
shares of your common stock to an individual investor; however, it does not appear that
you have provided updated disclosure in this section.  Please revise or advise.

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 Attorney, 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
Office of Information Tec hnologies
and Services

cc:  Harvey Kesner, Esq.
       Sichenzia Ross Friedman Ference LLP

CORRESP
1
filename1.htm

November
17, 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. 1 to Registration Statement on Form S-1

    Filed
    September 10, 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 October 1, 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 are filed in conjunction with Amendment
No. 2 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.

General

1.
We note your response to prior comment 3 and revised disclosure regarding your shift in focus towards your transaction verification
service, though you 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 ongoing 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 this shift in focus.

The
Company will still be involved in both the transaction verification service as well as the ecommerce marketplace. We have revised
the disclosure in the filing to further describe our business. We do not believe that expanding our business to include transaction
verification services requires any additional risk factors related to our ecommerce business.

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.

We
have revised our disclosure to clarify that the Company is 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 your 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.

The
Company disclosed that its independent auditors have indicated in their report on the December 31, 2014 financial statements that
there is substantial doubt about the Company’s 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.

The
Company removed the effect of the shares issuable upon exercise of warrants from the amount of common stock outstanding following
this offering and revised the footnotes.

Liquidity
and Capital Resources, 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.

The
Company revised its liquidity disclosures to include a discussion of the minimum number of months that it will be able to conduct
planned operations using currently available capital resources.

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 developments 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 foreign 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

The
filing now reflects recent developments pertaining to the regulation of bitcoins by the U.S. Commodity Futures Trading Commission.
Additionally, the Company has included disclosure pertaining to the regulation of bitcoins in foreign jurisdictions.

Certain
Relationships and Related 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 that the transaction with Kamron Inc. was valued 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, 2014, 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 advise.

The
disclosure has been updated to reflect the amounts as set forth in the Asset Purchase and Debt Assumption Agreement filed as exhibit
10.10 to our Form 8-K filed on February 6, 2014.

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
exemptions 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.

All
of the listed offerings and sales were deemed to be exempt under Section 4(a)(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number
of accredited investors, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.
No offers were made to unaccredited investors. We have provided the dates, or ranges of dates of sale or conversion, as applicable.

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

Sincerely,

    /s/
    Charles Allen

    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.

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

CORRESP
1
filename1.htm

     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”)

    Share

CORRESP
1
filename1.htm

July 23, 2015

Charles W. Allen
Chief Executive Officer
Bitcoin Shop, Inc.
1901 N Moore Street,  Suite 700
Arlington, VA 22209

Re: Bitcoin Shop, Inc.
Registration Statement on Form S -1
Filed June 26, 2015
  File No. 333-205277

Dear Mr. Allen :

We have reviewed your 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 appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. You appear to be a shell company, as defined in Rule 405.  In particula r, 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 prohibi tion 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 potenti al 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 .

2. We note that you are regist ering 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

Charles W. Allen
Bitcoin Shop, Inc.
July 23, 2015
Page 2

 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 distributi ng 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.

3. We note your disclosure in Note 4 to your financial statements that “[t]he Company
redirected its focus from its e -commerce marketplace efforts to its transaction verification
services business during the third quarter and fourth quarter in 2014.”   Please review and
revise your filing to ensure that this strategic decision and its resulting implications for
your busines s are fully and clearly described throughout your filing, including, but not
limited to the summary and business discussions as well as MD&A.

4. With respect to every third -party statement in your prospectus, such as the statistics
provided by Bitcoin Founda tion and Blockchain.info, please provide us with the relevant
portions of the industry research reports you cite.  To expedite our review, please clearly
mark each source to highlight the applicable portion or section containing the statistic,
and cross -reference it to the appropriate location in your prospectus.  Lastly, please tell us
whether any of the reports were prepared for you.

5. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments. For guidance, refer to our Securities Act Forms Compliance and Disclosure
Interpretation 101.02.

Facing Page

Calculation of Registration Fee

6. We note reference to price adjustment and anti -dilution features in your descriptions of
recent warrant grants.  To the extent that the common shares being registered underlie
warrants that have adjustment features where the exercise price adjusts if the c ompany
sells shares at a price lower than the warrant exercise price, please confirm to us your
understanding that additional issuances pursuant to such warrant agreements would not
be covered by Rule 416(a) and will require a separate registration stateme nt and fee.

Charles W. Allen
Bitcoin Shop, Inc.
July 23, 2015
Page 3

 Cover Page

7. Please revise to disclose that this offering constitutes you initial public offering and
clarify that you are registering the sale of common stock issued to the selling security
holders as well as common stock underlying outstand ing warrants exercisable at varying
prices.  In addition, to comply with Rule 421(d), please eliminate the multiple
parenthetical phrases from the cover page.  Refer to Item 502 of Regulation S -K.

Prospectus Summary

Our Business, page 4

8. Please expand yo ur disclosure here or elsewhere in the summary to briefly discuss your
history of net losses for the periods presented.

Transaction Verification Service Business, page 4

9. You prominently present data on the technical capacity of your facilities, and state  that
your new facility is anticipated to handle over 10 megawatts (mw) of power and can
potentially house up to 40,000 TH/s of mining servers.  Yet you do not provide context
for this information that would allow investors to compare this data with that o f your
competitors or with any industry standard.  Please revise to provide context to this
disclosure or relocate such disclosure to portions of your document where you discuss the
technical requirements of your business.

10. You state that your marketplac e offers 250,000 “curated” products.  Please clarify here
and in Business the process by which you curate your product list and whether this entails
each product being evaluated by your staff.

11. Please tell us what consideration you gave to expanding your disclosure here and in your
business  section  to describe with specificity your fee structure for affiliates and non -
affiliates.

E-commerce Marketplace, page 5

12. You state that you currently operate a beta e -commerce marketplace.  Please revise to
describe with more detail the operational status of your marketplace.  Ensure that you
include similar disclosures in your business section.

Recent Developments, page 5

13. You state that in 2015 you issued common stock to Sichenzia Ross Friedman Ference
LLP, pursuant to certain conversion agreements for settling outstanding legal fee
balances.  You also indicate that Sichenzia Ross Friedman Ference will be opining on the

Charles W. Allen
Bitcoin Shop, Inc.
July 23, 2015
Page 4

 validity of the securities being offered in this transaction.   Accordingly, please tell us
why you believe such interest is not required to be disclosure pursuant to Item 509 of
Regulation S -K.

Summary of the Offering, page 10

14. Please explain your basis  for assuming that the 22,116,684 of shares issuable upon
exercise of warrants will be outstanding following this offering.

Risk Factors, page 11

15. Expand your risk factor disclosures to include a separately captioned risk factor
discussing your history of n et losses, or tell us why you believe that such a risk factor is
not required.

16. We note your disclosure on page 61 that as with other currencies, bitcoins can be used to
purchase illegal goods or fund illicit activities.  We also note your reference on the  same
page to Silk Road.  Tell us whether you considered expanding your disclosure in this
section to address risks pertaining to whether your ecommerce site could be utilized to
facilitate illegal purchases or transactions.  Also disclose in your business  section whether
you have adopted any policies or controls with respect to the products sold by third -
parties on your marketplace.

17. Please add a separately captioned risk factor disclosing the minimum number of months
that you will be able to conduct your planned operations using currently available capital
resources. In addition, disclose the minimum additional dollar amount you will require to
fund your business activities for the next 12 months.

The loss of key personnel, particularly Charles Allen, our  Chairman …,” page 11

18. We note disclosures in Mr. Allen’s professional biography on page 67, indicating that
Mr. Allen currently serves as an officer for other entities, such as Allen Consulting, LLC.
Please add a risk factor that discusses the possible conflicts of interests involving your
CEO and whether you have a policy in place to resolve such conflicts.

Lack of experience as officers of publicly -traded companies …, page 13

19. You state that if you  are unable to comply with the Sarbanes -Oxley Act’s in ternal control
requirements, you  may not be able to obtain the independent auditor certifications that
Sarbanes -Oxley Act requires publicly -traded companies to obtain.   However, as  a smaller
reporting company you will not be required to obtain an auditor a ttestation with respect to
management’s conclusion about the effectiveness of internal controls over financial
reporting, for so long as you remain  a smaller reporting company.   Please revise your
disclosure accordingly or advise.

Charles W. Allen
Bitcoin Shop, Inc.
July 23, 2015
Page 5

 If we fail to establish and maintain an effective system of internal control …, page 13

20. You state that during your assessment of the effectiveness of internal control over
financial reporting as of March 31, 2015, management identified a significant deficiency
“related to presen ce of weakness in our disclosure control and procedure resulting from
limited internal audit functions.”  Please revise the caption of this risk factor to state
clearly that you identified a deficiency in your internal control over financial reporting.
In addition, in an appropriate location, include a more detailed discussion of the remedial
steps you intend to take to address the weakness and of the material costs, if any.

Management’s Discussion and Analysis of Financial Condition and Results of Operat ions

Overview, page 37

21. The disclosure in your overview is repetitive of the disclosure in your summary and
business sections.  Please consider revising your disclosure in this section to address
instead how you earn revenues and income and generate cash, to identify the key
oppo rtunities, challenges and risks you face as well as to discuss any known material
trends and uncertainties and their impact on your business.  See Item 303(a) of
Regulation S -K, and for guidance, refer to Section III.A of Release No. 33 -8350.

22. We note yo ur disclosure on page 43, where you state that “over time it is anticipated that
the rewarded value of adding a block to the Blockchain will decrease, and we expect to
charge transaction fees to verify transactions.”  Tell us what consideration you gave to
discussing in your overview the challenges resulting from this anticipated trend.

Results of Operations for the Year Ended December 31, 2014 and for the Period from July 28,
2013 (Inception) Through December 31, 2013 , page 41

23. We note that for the year e nded December 31, 2014, the company earned $20,405 in
processing fees from e -commerce transactions from your BTCS marketplace website.
Please clarify the currency in which these transactions were processed (e.g ., U.S. dollar,
bitcoin, dogecoin ).   In addi tion, considering the company’s refocus from its e -commerce
marketplace business to its transaction verification services business, as noted on page F -
7, tell us whether  you expect to continue to earn revenues from the e -commerce
transactions verification  services business in the future.

Charles W. Allen
Bitcoin Shop, Inc.
July 23, 2015
Page 6

 24. Please explain further how you generate revenues from your transaction services
business.  In your response, tell us the number of transactions processed and the average
fee per transaction during fiscal 2014 and the interim period to date in fiscal 2015. Also,
clarify whether the amounts recorded in revenue during these periods represent fees
earned by the company for  the successful mining of bitcoin on a customer’s behalf, or
whether these amounts represent successful bitcoin mining performed by the comp any on
its own behalf.

Liquidity and Capital Resources, page 42

25. Please revise to disclose the monthly lease payments due on the 83,000 square foot
facility in North Carolina.  Also, revise to more fully describe, and quantify, the leasehold
improvement s and capital expenditures that will be required in order to fully implement
your transaction verification service business plan.  In addition, disclose  the monthly
electricity costs that you expect to incur once you are fully operational.

Business, page 45

26. This section contains lengthy descriptions of the market of bitcoins relative to the
portions of your discuss ion describing your business.  Your business discussion should be
specifically tailored to your business focus and should describe your industr y insofar as it
is relevant to an understanding of your business plan.  Please revise to refocus the
presentation in this section on your current business and opportunity.

27. You provide information on the growth of the Bitcoin Network’s total hashrate on page
52, and the historical price of bitcoins on page 57.  Revise the narrative presentations
accompanying the graphs in this section to clarify how the information in the graphs
relates to your business opportunity.

Government Oversight, page 61

28. You p rovide information on regulatory responses to the emergence of bitcoins, however,
much of the information presented is from 2014.  To the extent that more recent
information is available regarding how the referenced financial regulatory agencies
intend to regulate bitcoins and bitcoin -related companies, ensure that you update this
section to incorporate this information.

Executive Compensation, page 69

29. Please explain to us how you determined that you had only two named executive officers
for fiscal 2014.  In this regard, we note that Mr. Sidie is described as your Chief
Technology Officer on page 71.  Refer to Item 402(m)(2)(ii) of Regulation S-K.

Charles W. Allen
Bitcoin Shop, Inc.
July 23, 2015
Page 7

 Certain Relationships and Related Party Transactions , page 7 4

30. Please revise your disclosure in this section to present together all of the information
relating to a single transaction rather than presenting the information in chronological
order.  For instance, It appears that you discuss payments on the January 19, 2015
Handerhan Note in three separate paragraphs.  In addition, where a loan has been paid in
full, please include language clarifying this.

Related Person Transactions , page 75

31. Please dis close how you determined the dollar value of the mining hardware Mr. Allen
sold to you in exchange for payment.  Refer to Item 404 (a)(6) of Regulation S -K.

Related Person Transactions with Previous Management, page 75

32. We note that you have not disclosed the financial terms of the transactions with Kamron
Inc. and ASB Trading that occurred in 2013.  Please revise your disclosure to provide this
information.  Refer to Instruction 2 to Item 404(d) of Regulation S -K.

Selling Shareholders, page 77

33. Footnote 3 2 states that “[e]ach of Hudson Bay Master Fund Ltd. and Sander Gerber
disclaims beneficial ownership over th

CORRESP
1
filename1.htm

Bitcoin
Shop, Inc.

1901
N Moore St, Suite 700

Arlington,
VA 22209

July
16, 2015

VIA EDGAR

United States
Securities and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
D.C. 20549

Attn: Ivan
Griswold

    Re:
    Bitcoin
    Shop, Inc.

    Registration Statement
    on Form S-1

    Filed: June 26,
    2015

    File No.: 333-205277

Ladies and
Gentlemen:

We
hereby submit this response to a verbal comment by the staff of the Securities and Exchange Commission (the “Staff”)
relating to the Registration Statement on Form S-1 filed on June 26, 2015 (the “Form S-1”) by Bitcoin Shop, Inc. (the
“Company”).

As
noted by the Staff, the Company inadvertently omitted from the cover page of the Form S-l, the following language:

“The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.”

Despite
the omission of such language from the cover page of the Form S-1, the Company hereby confirms to the Staff that the Company intends
to amend the Form S-1 and delay its effectiveness until it shall become effective on such date as the Staff may determine.

If
you have any questions or comments with respect to the foregoing, please do not hesitate to call Company’s counsel, Harvey
Kesner or Jay Yamamoto, at (212) 930-9700.

    Vapor
    Corp.

    /s/
    Charles W. Allen

    Charles
    W. Allen

    Chief
    Executive Officer

September 20, 2011
 Via E-mail

Andrew Brabin Chief Financial Officer TouchIT Technologies, Inc. 12 Sirdar Road Rayleigh, Essex  UK, SS6 7XF
Re: TouchIT Technologies, Inc.
 Forms 10-K & 10-K/A for the Fiscal Year Ended December 31, 2010
Filed March 31, 2011, September 7, 2011 and September 20, 2011, respectively File No. 333-151252

Dear Mr. Brabin:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/  Kathleen Collins
Kathleen Collins Accounting Branch Chief

September 19, 2011
 Via E-mail

Andrew Brabin Chief Financial Officer TouchIT Technologies, Inc. 12 Sirdar Road Rayleigh, Essex  UK, SS6 7XF
Re: TouchIT Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 31, 2011  File No. 333-151252

Dear Mr. Brabin:
 We have reviewed your letter dated July  21, 2011 and your amended Form 10-K filed
September 7, 2011 in connection with the above-r eferenced filing and we have the following
comment.  In our comment, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.               Form 10-K for the Fiscal Year Ended December 31, 2010

 Independent Auditors Report, pages F-1 and F-21

1. We note that the audit opinions indicate that the financial statements give a “true and fair
view” of the financial position of the company.  Pleas e confirm if the re ference to a “true
and fair view” has the same meaning as “p resents fairly” and revise the opinions to
replace this language so that the opinion pa ragraph follows the wording requirements of
PCAOB Standards.  Please refer to Secti on III.D of our November 1, 2004 International
Reporting and Disclosure Issues , which can be located at
http://www.sec.gov/divisions/corpf in/internatl/cfirdissues1104.htm .

Andrew Brabin TouchIT Technologies, Inc. September 19, 2011
Page 2

 You may contact Melissa Feid er at (202) 551-3379 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3499
with any other questions.
Sincerely,
 /s/  Kathleen Collins
Kathleen Collins Accounting Branch Chief

CORRESP
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www.touchittechnologies.com

sales@touchittechnologies.com

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

21st July 2011

Dear Melissa,

Re: TouchIT Technologies, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 333-151252

This letter is submitted by TouchIT Technologies, Inc. (the “Company”) in response to the comments that you provided on behalf of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2010 (filed on March 31, 2011), as set forth in your letter to me (Mr. Andrew Brabin) dated May 20, 2011. For reference purposes, the text of your letter dated May 20, 2010 has been reproduced herein (in bold), with the Company’s response below to each numbered comment.

In responding to your comments, the Company acknowledges that:

·

We are responsible for the adequacy and accuracy of the disclosure in the filing; and

·

SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

We may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Item 9A. Evaluation of Disclosure Controls and Procedures

Management’s Annual Report on Internal Control Over Financial Reporting, page 18

Item 9A. Controls and Procedures, page 18

1.

We acknowledge that you completed management’s report on ICFR and concluded such controls to be effective. However, as indicated in prior comment 2, the failure to file management's report on ICFR rendered your annual report materially deficient and also rendered the Company not timely or current in its 1934 Exchange Act Reporting. In light of these facts, we do not believe you could conclude that your disclosure controls and procedures were effective as of the end of the fiscal year. Accordingly, we reissue our comment to either revise management's conclusion on the effectiveness of your disclosure controls and procedures to be that they were ineffective or tell us why you believe such revision is not considered necessary.

Response:

The Company acknowledges the Staff’s comment and would like to respond by stating that in regards to internal control over financial reporting (ICFR), it was the Company’s understanding that due to the reverse merger that occurred last year, the Company was not a newly reporting company and therefore exempt for 12 months as per the SEC rules.

However, following telephone conversations with the Staff on this matter, the Company would like to amend its 10K to incorporate a management report on ICFR which concludes that the disclosure controls and procedures were ineffective.  The Company would like to emphasize that the only reason the disclosure controls and procedure were ineffective is because the Company did not timely file the management report on ICFR. We do however intend to timely file such report to ensure the Company’s disclosure controls and procedures remain effective and current.

TouchIT Technologies HQ

Ataturk Bulvari Ali Riza Efendi cd.

A 4 Blok No.4

Trakya Serbest Bolge

Istanbul

Tel:- +90 212 786 6304

TouchIT Technologies UK

12 Sirdar

Rayleigh

Essex

UK, SS6 7XF

Tel:- +44 207858 1050

TouchIT Technologies Ireland

Ballycullen

Askeaton

Co Limerick

Ireland

Tel +353 872 182 700

TouchIT Technologies USA

2522 Wildbrook Run

Bloomfield Hills,

MI, 48304

USA

Tel:- 1 248 499 7676

www.touchittechnologies.com

sales@touchittechnologies.com

The Company would like to amend the 10K by adding the following;

Item 9A. Evaluation of Disclosure Controls and Procedures

Management is responsible for the following:

·

establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and

·

assessing the effectiveness of internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our board of directors, management and other personnel. It was designed to provide reasonable assurance to our management, our board of directors and external users regarding the fair presentation of financial statements in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets,

·

provide reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and board of directors, and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

·

establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and

·

assessing the effectiveness of internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our board of directors, management and other personnel. It was designed to provide reasonable assurance to our management, our board of directors and external users regarding the fair presentation of financial statements in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets,

·

provide reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and board of directors, and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

TouchIT Technologies HQ

Ataturk Bulvari Ali Riza Efendi cd.

A 4 Blok No.4

Trakya Serbest Bolge

Istanbul

Tel:- +90 212 786 6304

TouchIT Technologies UK

12 Sirdar

Rayleigh

Essex

UK, SS6 7XF

Tel:- +44 207858 1050

TouchIT Technologies Ireland

Ballycullen

Askeaton

Co Limerick

Ireland

Tel +353 872 182 700

TouchIT Technologies USA

2522 Wildbrook Run

Bloomfield Hills,

MI, 48304

USA

Tel:- 1 248 499 7676

www.touchittechnologies.com

sales@touchittechnologies.com

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes to Internal Controls and Procedures Over Financial Reporting

We will regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

Should you have any questions or additional comments regarding our responses to your enquiries of July 5, 2011, please let me know at your earliest convenience.

Best regards

/s/ Andrew Brabin

Andrew Brabin

Chief Financial Officer

TouchIT Technologies HQ

Ataturk Bulvari Ali Riza Efendi cd.

A 4 Blok No.4

Trakya Serbest Bolge

Istanbul

Tel:- +90 212 786 6304

TouchIT Technologies UK

12 Sirdar

Rayleigh

Essex

UK, SS6 7XF

Tel:- +44 207858 1050

TouchIT Technologies Ireland

Ballycullen

Askeaton

Co Limerick

Ireland

Tel +353 872 182 700

TouchIT Technologies USA

2522 Wildbrook Run

Bloomfield Hills,

MI, 48304

USA

Tel:- 1 248 499 7676

www.touchittechnologies.com

sales@touchittechnologies.com

Article I

INDEPENDENT AUDITORS REPORT

To the Board of Directors of

Touch IT Technologies KollektifŞirketi

Ronald George Murphy veOrtakları

Report on the Financial Statements

We have audited the accompanying financial statements of Touch IT Technologies KollektifŞirketi Ronald George Murphy veOrtakları  (“the Company”) which comprise the financial position as of 31 December 2010 and 31 December 2009 and statements of comprehensive income, changes in equity and cash flows for the period then ended, and a summary of significant accounting policies and other explanatory notes.

Management Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Generally Accepted Accounting Principles in the United States of America. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Opinion

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as of December 31, 2010, and of its financial performance and its cash flows for the year then ended in accordance with Accounting Principles Generally Accepted in the United States of America.

TouchIT Technologies HQ

Ataturk Bulvari Ali Riza Efendi cd.

A 4 Blok No.4

Trakya Serbest Bolge

Istanbul

Tel:- +90 212 786 6304

TouchIT Technologies UK

12 Sirdar

Rayleigh

Essex

UK, SS6 7XF

Tel:- +44 207858 1050

TouchIT Technologies Ireland

Ballycullen

Askeaton

Co Limerick

Ireland

Tel +353 872 182 700

TouchIT Technologies USA

2522 Wildbrook Run

Bloomfield Hills,

MI, 48304

USA

Tel:- 1 248 499 7676

www.touchittechnologies.com

sales@touchittechnologies.com

We would like to draw your attention to the following matters:

The accompanying financial statements of the Company have been prepared on a going concern basis. However, in the accompanying financial statements, the Company’s current liabilities exceed its current assets by an amount of USD 231,259 and the total equity shows a negative balance amounting to USD 153,218 as of December 31, 2010. Accordingly, the continuity of the Company’s operations is dependent on the profitability of future operations and the existence of necessary financial support by shareholders and other creditors.

Istanbul, 8 March 2011

DENGE BAĞIMSIZ DENETİM

SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.

Member of MAZARS

/s/ GökhanAlmacı

Partner

TouchIT Technologies HQ

Ataturk Bulvari Ali Riza Efendi cd.

A 4 Blok No.4

Trakya Serbest Bolge

Istanbul

Tel:- +90 212 786 6304

TouchIT Technologies UK

12 Sirdar

Rayleigh

Essex

UK, SS6 7XF

Tel:- +44 207858 1050

TouchIT Technologies Ireland

Ballycullen

Askeaton

Co Limerick

Ireland

Tel +353 872 182 700

TouchIT Technologies USA

2522 Wildbrook Run

Bloomfield Hills,

MI, 48304

USA

Tel:- 1 248 499 7676

www.touchittechnologies.com

sales@touchittechnologies.com

Article II

INDEPENDENT AUDITORS REPORT

To the Board of Directors of

Touch It Education Technologies

DışTicaretKollektifŞirketi Andrew Stuart Brabin veOrtağı

Report on the Financial Statements

We have audited the accompanying financial statements of Touch IT Education Technologies DışTicaretKollektifŞirketi Andrew Stuart Brabin veOrtağı  (“the Company”) which comprise the financial position as of 31 December 2010 and 31 December 2009 and statements of comprehensive income, changes in equity and cash flows for the period then ended, and a summary of significant accounting policies and other explanatory notes.

Management Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Generally Accepted Accounting Principles in the United States of America. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Opinion

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as of December 31, 2010, and of its financial performance and its cash flows for the year then ended in accordance with Accounting Principles Generally Accepted in the United States of America.

TouchIT Technologies HQ

Ataturk Bulvari Ali Riza Efendi cd.

A 4 Blok No.4

Trakya Serbest Bolge

Istanbul

Tel:- +90 212 786 6304

TouchIT Technologies UK

12 Sirdar

Rayleigh

Essex

UK, SS6 7XF

Tel:- +44 207858 1050

TouchIT Technologies Ireland

Ballycullen

Askeaton

Co Limerick

Ireland

Tel +353 872 182 700

TouchIT Technologies USA

2522 Wildbrook Run

Bloomfield Hills,

MI, 48304

USA

Tel:- 1 248 499 7676

www.touchittechnologies.com

sales@touchittechnologies.com

We would like to draw your attention to the following matter:

According to Tu

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sales@touchittechnologies.com

July 19, 2011

VIA ELECTRONIC TRANSMISSION

Melissa Feider

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

Re:
TouchIt Technologies, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

File No. 333-151252

Dear Mrs. Feider:

We are writing to request a two (2) business day extension to respond to comments received from the Staff of the Securities and Exchange Commission (the “Staff”), by letter dated July 5, 2011 (the “Comment Letter”), with respect to TouchIT Technologies, Inc.’s (the “Company”) Form 10-K for the fiscal year ended December 31, 2010.  We have been diligently preparing a response but are unable to meet the ten (10) business day deadline of July 19, 2011.  We anticipate finalizing the response no later than July 21, 2011 and thus the Company respectfully requests an extension through July 21, 2011 to respond to the Comment Letter.

We appreciate the Staff’s courtesy and cooperation in this process. If you have any questions, please contact me by telephone at +44 7944 716 344.

Very Truly Yours,

/s/ Andrew Brabin

Andrew Brabin, Chief Financial Officer

TouchIT Technologies HQ

Ataturk Bulvari Ali Riza Efendi cd.

A 4 Blok No.4

Trakya Serbest Bolge

Istanbul

TouchIT Technologies UK

12 Sirdar

Rayleigh

Essex

UK, SS6 7XF

TouchIT Technologies Ireland

Ballycullen

Askeaton

Co Limerick

Ireland

TouchIT Technologies USA

2522 Wildbrook Run

Bloomfield Hills,

MI, 48304

USA

July 5, 2011
 Via E-mail

Andrew Brabin Chief Financial Officer TouchIT Technologies, Inc. 12 Sirdar Road Rayleigh, Essex  UK, SS6 7XF
Re: TouchIT Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 31, 2011 File No. 333-151252

Dear Mr. Brabin:
 We have reviewed your letter dated J une 17, 2011 in connection with the above-
referenced filings and have the following commen ts.  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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they re fer to our letter dated June 10, 2011.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 9A. Controls and Procedures, page 18

 1. We acknowledge that you completed manageme nt’s report on ICFR and concluded such
controls to be effective.  However, as i ndicated in prior comment 2, the failure to file

management's report on ICFR rendered your annu al report materially deficient and also
rendered the Company not timely or current in  its 1934 Exchange Act Reporting.  In light
of these facts, we do not believe you could c onclude that your disc losure controls and
procedures  were effective as of the end of the fi scal year.  Accordingly, we reissue our
comment to either revise management's conclusion on the effectiveness of your
disclosure controls and procedures  to be that they were ineffective  or tell us why you
believe such revision is not considered necessary.

Andrew Brabin TouchIT Technologies, Inc. July 5, 2011
Page 2

You may contact Melissa Feid er at (202) 551-3379 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3499
with any other questions.
Sincerely,  /s/ Melissa Feider for

Kathleen Collins Accounting Branch Chief

CORRESP
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United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

17th June 2011

Dear Melissa,

Re: TouchIT Technologies, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 333-151252

This letter is submitted by TouchIT Technologies, Inc (the “Company”) in response to the comments that you provided on behalf of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2010 (filed on March 31, 2011), as set forth in your letter to me (Mr. Andrew Brabin) dated June 10, 2011. For reference purposes, the text of your letter dated May 20, 2010 has been reproduced herein (in bold), with the Company’s response below to each numbered comment.

In responding to your comments, the Company acknowledges that:

·

We are responsible for the adequacy and accuracy of the disclosure in the filing;

·

SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

We may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Form 10-K for the Fiscal Year Ended December 31, 2010

Item 9A. Evaluation of Disclosure Controls and Procedures

Management’s Annual Report on Internal Control Over Financial Reporting, page 18

1. We note your proposed disclosures in prior comment 1 to provide management’s report on internal controls over financial reporting (“ICFR”). Your proposed disclosures for changes in ICFR should mirror the requirements of Item 308(c). In this regard, you should disclose whether or not there were any changes in ICFR during the fourth quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, your ICFR. Please provide us with your proposed, revised disclosures in response to this comment with marked changes.

Response:

The Company acknowledges the Staff’s comment would like to respond by stating that there were no changes in ICFR during the fourth quarter ended December 31,2010 that have materially affected or are reasonably likely to affect our ICFR.

Changes to Internal Controls and Procedures Over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. We can report that there were no changes in the internal controls and procedures over financial reporting during the fourth quarter ended December 31 that have materially affected or were reasonably likely to affect our ICFR.

2. Your response prior comment 2 references your response to prior comment 1. However, your response to prior comment 1 does not indicate why you believe your failure to perform or complete your report on ICFR would not impact your conclusion on the effectiveness of your disclosure controls and procedures as of December 31, 2010. In this regard, please note that, as discussed in Question 115.02 of our Compliance and Disclosure Interpretation for Regulation S-K located at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm, the failure to file management's report on Internal Control over Financial Reporting rendered your annual report materially deficient and also rendered the Company not timely or current in its 1934 Exchange Act Reporting. In light of these facts, we do not believe you could conclude that your disclosure controls and procedures were effective as of the end of the fiscal year. Please revise management's conclusion on the effectiveness of your disclosure controls and procedures to be that they were ineffective or tell us why you believe such revision is not considered necessary.

Response:

The company acknowledges the Staff’s comments and would like to add that in prior correspondence pertaining to prior comment 2, the Company highlighted its ICFR procedure and concluded that it was indeed effective. The Company has also concluded that there was no change in the ICFR during the period that materially affected or were reasonably likely to affect our ICFR. The Company would like to add that following Staff’s comments, it has now re-reviewed the transitional period pertaining to period ending December 31, 2010 and completed the full ICFR procedure for that period, and can conclude that none of the previously made disclosures have been effected in any way shape or form, and as such, our disclosure controls and procedures were effective at the end of the fiscal year.

Best regards

/s/ Andrew Brabin

Andrew Brabin

Chief Financial Officer

June 10, 2011
 Via E-mail

Andrew Brabin Chief Financial Officer TouchIT Technologies, Inc. 12 Sirdar Road Rayleigh, Essex  UK, SS6 7XF
Re: TouchIT Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 31, 2011 File No. 333-151252

Dear Mr. Brabin:
 We have reviewed your letter dated Ma y 30, 2011 in connection with the above-
referenced filings and have the following commen ts.  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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they re fer to our letter dated May 20, 2011.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 9A. Evaluation of Disclo sure Controls and Procedures

 Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 18

 1. We note your proposed disclosures in prior comment 1 to provide management’s report
on internal controls over fi nancial reporting (“ICFR”).  Your proposed disclosures for
changes in ICFR should mirror the requireme nts of Item 308(c).  In this regard, you
should disclose whether or not there were any changes in IC FR during the fourth quarter
ended December 31, 2010 that has materially affected, or is r easonably likely to
materially affect, your ICFR.  Please provide  us with your propose d, revised disclosures
in response to this comment with marked changes.

Andrew Brabin TouchIT Technologies, Inc. June 10, 2011
Page 2

2. Your response prior comment 2 references your response to prior comment 1.  However,
your response to prior comment 1 does not indicate why you believe your failure to
perform or complete your report on ICFR would not impact your conclusion on the
effectiveness of your disclosure controls and procedures as of December 31, 2010.  In
this regard, please note that, as discu ssed in Question 115.02 of our Compliance and
Disclosure Interpretation for Regulation S-K located at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
, the failure to file
management's report on Internal Control ove r Financial Reporting rendered your annual
report materially deficient and also rendere d the Company not timely or current in its
1934 Exchange Act Reporting.  In light of these facts, we do not believe you could
conclude that your disclosure c ontrols and procedures were effective as of the end of the
fiscal year.  Please revise  management's conclusion on the effectiveness of your
disclosure controls and proce dures to be that they were ineffective or tell us why you
believe such revision is not considered necessary.

You may contact Melissa Feid er at (202) 551-3379 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3499
with any other questions.
Sincerely,
 /s/  Kathleen Collins

Kathleen Collins Accounting Branch Chief

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United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

30th May 2011

Dear Melissa,

Re: TouchIT Technologies, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 333-151252

This letter is submitted by TouchIT Technologies, Inc. (the “Company”) in response to the comments that you provided on behalf of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2010 (filed on March 31, 2011), as set forth in your letter to me (Mr. Andrew Brabin) dated May 20, 2011. For reference purposes, the text of your letter dated May 20, 2010 has been reproduced herein (in bold), with the Company’s response below to each numbered comment.

In responding to your comments, the Company acknowledges that:

·

We are responsible for the adequacy and accuracy of the disclosure in the filing; and

·

SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

We may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Item 9A. Evaluation of Disclosure Controls and Procedures

Management’s Annual Report on Internal Control Over Financial Reporting, page 18

1.           You indicate that your management has not performed its assessment of internal control over financial reporting as of December 31, 2010 due to “a transition period established by rules of the Securities and Exchange Commission for newly public companies.” However, pursuant to Item 308T of Regulation S-K, beginning in fiscal periods ending on or after December 15, 2007, companies must file management’s assessment of internal control over financial reporting if they previously filed an annual report with the Commission for the prior fiscal year. If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's report on internal control over financial reporting since you have been public beginning on June 10, 2008 and filed an annual report for fiscal 2009.

Response:

The Company acknowledges the Staff’s comment and would like to respond by stating that in regards to internal control over financial reporting, our management is responsible for the following:

·

establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and

·

assessing the effectiveness of internal control over financial reporting.

1

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our board of directors, management and other personnel. It was designed to provide reasonable assurance to our management, our board of directors and external users regarding the fair presentation of financial statements in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets,

·

provide reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and board of directors, and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in  Internal Control — Integrated Framework.

Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based upon the assessment, management believes that, as of December 31, 2010, our internal control over financial reporting is effective based on those criteria.

Changes to Internal Controls and Procedures Over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

2.           In addition, please consider whether management’s failure to perform or complete its report on internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosure controls and procedures as of the end of the fiscal year covered by the report and revise your disclosure as appropriate.

2

Response:

The company does not believe this is the case given the response provided to Staff’s question 1.

Independent Auditors Report, pages F-1 and F-21

3.           Please revise to file auditors’ reports that reference the two year period ended December 31, 2010, as the current reference does not indicate that the financial statements for both fiscal 2010 and 2009 were audited.

4.           Additionally, please confirm whether or not the audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and revise the auditors’ reports to indicate as such pursuant to PCAOB Auditing Standard No. 1. The reference to conducting the audit in accordance with “International Standards” should be removed.

Response:

The company acknowledges the Staff’s comments and would like to provide updated declarations, Articles I and II from the Company’s auditor to address point 3 and point 4 raised by Staff, which are attached.  In addition, the Company confirms that the audit was conducted in accordance with PCAOB standards.

Should you have any questions or additional comments regarding our responses to your inquirers of May 20, 2011, please let me know at your earliest convenience.

Best regards

/s/ Andrew Brabin

Andrew Brabin

Chief Financial Officer

3

Article I

INDEPENDENT AUDITORS REPORT

To the Board of Directors of

Touch IT Technologies Kollektif Şirketi

Ronald George Murphy ve Ortakları

Report on the Financial Statements

We have audited the accompanying financial statements of Touch IT Technologies Kollektif Şirketi Ronald George Murphy ve Ortakları  (“the Company”) which comprise the financial position as of 31 December 2010 and 31 December 2009 and statements of comprehensive income, changes in equity and cash flows for the period then ended, and a summary of significant accounting policies and other explanatory notes.

Management Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Generally Accepted Accounting Principles in the United States of America. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Opinion

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as of December 31, 2010, and of its financial performance and its cash flows for the year then ended in accordance with Accounting Principles Generally Accepted in the United States of America.

4

We would like to draw your attention to the following matters:

The accompanying financial statements of the Company have been prepared on a going concern basis. However, in the accompanying financial statements, the Company’s current liabilities exceed its current assets by an amount of USD 231,259 and the total equity shows a negative balance amounting to USD 153,218 as of December 31, 2010. Accordingly, the continuity of the Company’s operations is dependent on the profitability of future operations and the existence of necessary financial support by shareholders and other creditors.

Istanbul, 8 March 2011

DENGE BAĞIMSIZ DENETİM

SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.

Member of MAZARS

/s/ Gökhan Almacı

Partner

5

Article II

INDEPENDENT AUDITORS REPORT

To the Board of Directors of

Touch It Education Technologies

Dış Ticaret Kollektif Şirketi Andrew Stuart Brabin ve Ortağı

Report on the Financial Statements

We have audited the accompanying financial statements of Touch IT Education Technologies Dış Ticaret Kollektif Şirketi Andrew Stuart Brabin ve Ortağı  (“the Company”) which comprise the financial position as of 31 December 2010 and 31 December 2009 and statements of comprehensive income, changes in equity and cash flows for the period then ended, and a summary of significant accounting policies and other explanatory notes.

Management Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Generally Accepted Accounting Principles in the United States of America. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Opinion

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as of December 31, 2010, and of its financial performance and its cash flows for the year then ended in accordance with Accounting Principles Generally Accepted in the United States of America.

We would like to draw your attention to the following matter:

6

According to Turkish Tax Legislation, service invoices issued abroad are subject to withholding tax with a rate of 20%, provided that the service has been received in Turkey. During our audit of 2010, we have determined significant amount of such invoices under the name of consultant fee and expenses totally amounting to approximately USD 218,628. However, the Company Management does not foresee any risk on the basis of the interpretation that those consultancy services have been received abroad; the Company may face possible tax risk in case of a different interpretation by the tax office

Istanbul, 8 March  2011

DENGE BAĞIMSIZ DENETİM

SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.

Member of MAZARS

/s/ Gökhan Almacı

Partner

7

May 20, 2011
 Via E-mail

Andrew Brabin Chief Financial Officer TouchIT Technologies, Inc. 12 Sirdar Road Rayleigh, Essex  UK, SS6 7XF
Re: TouchIT Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 31, 2011 File No. 333-151252

Dear Mr. Brabin:
 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 9A. Evaluation of Disclo sure Controls and Procedures

 Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 18

 1. You indicate that your management has not pe rformed its assessment of internal control
over financial reporting as of December 31, 2010 due to “a transition period established
by rules of the Securities and Exchange Commission for newly public companies.”

However, pursuant to Item 308T of Regulati on S-K, beginning in fi scal periods ending
on or after December 15, 2007, companies must f ile management’s assessment of internal
control over financial reporting if they prev iously filed an annu al report with the
Commission for the prior fiscal  year.  If your management has not yet performed its
assessment, we ask that you complete your evaluation and amend your filing within 30

Andrew Brabin TouchIT Technologies, Inc. May 20, 2011
Page 2

calendar days to provide the required ma nagement's report on internal control over
financial reporting since you have been public beginning on June 10, 2008 and filed an
annual report for fiscal 2009.  In perfor ming your evaluation, you may find the following
documents helpful:

ƒ the Commission’s release Amendments to Rules Regarding Management’s Report on
Internal Control Over Financial Reporting  (Securities Act Release 8809/Financial
Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf
;
ƒ the Commission’s release Commission Guidance Regarding  Management’s Report on
Internal Control Over Financial Reporti ng Under Section 13(a ) or 15(d) of the
Securities Exchange Act of 1934 (Securities Act Releas e 8010/Financial Reporting
Release 77).  You can find this release at http://sec.gov/rule s/interp/2007/33-
8810.pdf ; and
ƒ the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).
 Please note that the failure to perform ma nagement’s assessment adversely affects the
Company’s and its shareholders ability to av ail themselves of rules and forms that are
predicated on the current or timely filing of Exchange Act reports.  For further
information regarding these impacts, please see Compliance and Disclosure Interpretation
115.02, which you can find at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .
 2. In addition, please consider whether manageme nt’s failure to perform or complete its
report on internal control over financial repo rting impacts its conclusions regarding the
effectiveness of your disclosure controls and pr ocedures as of the end of the fiscal year
covered by the report and revise you r disclosure as appropriate.
 Independent Auditors Report, pages F-1 and F-21

3. Please revise to file auditors’ reports that  reference the two year  period ended December
31, 2010, as the current reference does not indicat e that the financial statements for both
fiscal 2010 and 2009 were audited.
4. Additionally, please confirm whet her or not the audit was c onducted in accordance with
the standards of the Public Company Acc ounting Oversight Board (United States) and
revise the auditors’ reports to indicate as such pursuant to PCAOB Auditing Standard No.
1.  The reference to conducting the audit in  accordance with “International Standards”
should be removed.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

Andrew Brabin TouchIT Technologies, Inc. May 20, 2011
Page 3

in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Melissa Feid er at (202) 551-3379 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3499
with any other questions.
Sincerely,  /s/  Kathleen Collins

Kathleen Collins Accounting Branch Chief