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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
 Michael Prevoznik
FirstName
BTCS Inc. LastNameMichael Prevoznik
Comapany
March      NameBTCS Inc.
       13, 2024
March2 13, 2024 Page 2
Page
FirstName LastName
         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.
 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.



FirstName LastNameMichael Prevoznik                      Sincerely,
Comapany NameBTCS Inc.
                                                         Division of
Corporation Finance
March 13, 2024 Page 3                                    Office of Crypto
Assets
FirstName LastName
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