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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.
 Michael Prevoznik
FirstName
BTCS Inc. LastNameMichael Prevoznik
Comapany
April       NameBTCS Inc.
       24, 2024
April 224, 2024 Page 2
Page
FirstName LastName
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
 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.



FirstName LastNameMichael Prevoznik                             Sincerely,
Comapany NameBTCS Inc.
                                                                Division of
Corporation Finance
April 24, 2024 Page 3                                           Office of
Crypto Assets
FirstName LastName
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