UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Nevada 90-1096644 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.) FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Commissions file number 001-40 ...

Financial Performance - Total assets increased to $13,133,672 in 2021 from $1,551,892 in 2020, representing a growth of approximately 747%[18] - Validator revenue for the three months ended September 30, 2021, was $323,376, compared to $0 in the same period of 2020[20] - Gross profit for the three months ended September 30, 2021, was $251,686, with a gross margin of approximately 77.9%[20] - Total operating expenses for the three months ended September 30, 2021, were $5,311,132, significantly higher than $879,954 in the same period of 2020[20] - Net loss attributable to common stockholders for the three months ended September 30, 2021, was $3,855,525, compared to a loss of $1,005,324 in 2020[20] - For the nine months ended September 30, 2021, the net loss was $15,466,585, compared to a net loss of $1,795,897 for the same period in 2020, indicating a significant increase in losses[31] - The company reported a net loss per share attributable to common stockholders of $0.59 for the three months ended September 30, 2021, compared to $0.33 in 2020[20] - Operating expenses for the nine months ended September 30, 2021, were approximately $15.6 million, compared to $1.4 million in the same period of 2020, largely due to $13.3 million in stock-based compensation expense[173] - Net loss for the nine months ended September 30, 2021, was approximately $15.5 million, up from $1.8 million in the same period of 2020[176] Cash and Assets - Cash and digital assets increased to $3,818,907 in 2021 from $1,519,787 in 2020, indicating a growth of approximately 151%[18] - The company reported a cash balance of $658,931 at the end of the period, up from $364,703 at the end of the same period in 2020[31] - As of September 30, 2021, the fair market value of the Company's liquid digital assets was approximately $6.2 million, with cash reserves of approximately $0.66 million, ensuring adequate funding for operations for at least the next twelve months[44] - The fair market value of the company's liquid digital assets was approximately $6.2 million as of September 30, 2021, indicating a stable asset base[187] - As of November 4, 2021, the fair market value of the company's digital assets was approximately $45.7 million[150] Stock and Equity - The company had a total of 10,102,711 common shares outstanding as of September 30, 2021, up from 4,201,035 shares in 2020[18] - The company executed a 1-for-10 reverse stock split effective August 13, 2021, adjusting the conversion ratios for preferred stock accordingly[39] - The Company plans to continue raising funds through the sale of common stock and issuance of debt to support operations over the next twelve months[43] - The Company raised $9.5 million through a private placement of 950,000 shares of common stock and warrants on March 4, 2021[87] - The Series C-2 Convertible Preferred Stock was subscribed for $1,100,000, with a recognized compensation expense of $179,277 due to fair value differences[94] - The Series C-2 was reclassified to permanent equity after stockholder approval on March 31, 2021, following the initial classification as temporary equity[98] - The Company issued a $1,000,000 promissory note on January 15, 2021, with similar terms as the previous note, including a 12% interest rate and a 35% discount conversion feature[79] Operational Developments - The company is developing a proprietary staking-as-a-service platform aimed at securing proof-of-stake blockchains, which is expected to be a core focus going forward[35] - A proprietary digital asset data analytics platform is under development to enable users to aggregate portfolio holdings from multiple exchanges and wallets[36] - The company has resumed its blockchain infrastructure operations, focusing on transaction validation services[35] - The company currently operates validator nodes on Ethereum's beacon chain, Cardano, Tezos, Avalanche, and Cosmos[144] - The company is developing a digital asset data analytics dashboard to allow users to evaluate their crypto portfolios across multiple exchanges[151] - The dashboard will include a staking-as-a-service feature for users to delegate tokens to company-operated validator nodes[152] Financial Strategy and Funding - The Company received net proceeds of approximately $14.6 million from various equity and debt instruments during the nine months ended September 30, 2021[44] - The company generated net cash provided by financing activities of $13,506,039 for the nine months ended September 30, 2021, compared to $1,885,494 in the same period of 2020[31] - The company has no off-balance sheet transactions or guarantees beyond normal business operations, ensuring transparency in financial reporting[188] - The company anticipates hiring a new Chief Financial Officer by December 31, 2021, following the resignation of the previous CFO on November 4, 2021[201] Compliance and Governance - The company has effective disclosure controls and procedures in place, as confirmed by the evaluation conducted by the CEO and CFO[191] - The company has filed various Inline XBRL documents to enhance transparency and compliance with regulatory requirements[211] - There were no changes in internal control over financial reporting that materially affected the company's financial reporting during the most recently completed fiscal quarter[193] - The company is currently assessing the impact of recent accounting standards on its financial statements and disclosures, including ASU 2019-12 and ASU 2020-06[73][74]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Nevada 90-1096644 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________. Commission file num ...

Part I - Financial Information [Financial Statements](index=4&type=section&id=ITEM%201%20Financial%20Statements) Total assets grew to $16.1 million and the company generated its first staking revenue, but recorded a $6.8 million net loss due to high compensation expenses [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets grew to $16.1 million from $1.55 million, primarily fueled by increases in cash and digital assets Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $3,367,249 | $524,135 | | Digital assets/currencies | $4,567,385 | $995,652 | | Staked digital assets/currencies | $7,735,390 | $0 | | **Total Assets** | **$16,123,301** | **$1,551,892** | | **Liabilities & Equity** | | | | Total current liabilities | $764,093 | $508,605 | | Total stockholders' equity | $15,359,208 | $1,043,287 | | **Total Liabilities and stockholders' equity** | **$16,123,301** | **$1,551,892** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reported its first staking revenue but operating expenses surged, resulting in a net loss of $6.8 million Condensed Statement of Operations (Unaudited) | Account | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Staking revenue | $72,524 | $0 | | Gross profit | $57,528 | $0 | | Total operating expenses | $7,976,014 | $273,218 | | Realized gains on digital asset/currency transactions | $3,054,418 | $0 | | Impairment loss on digital assets/currencies | $(1,301,764) | $(74,425) | | **Net loss** | **$(6,782,175)** | **$(370,271)** | | **Net loss attributable to common stockholders** | **$(11,620,571)** | **$(370,271)** | | Net loss per share, basic and diluted | $(0.24) | $(0.02) | [Condensed Statements of Changes in Stockholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20%28Deficit%29%20Equity) Stockholders' equity increased substantially to $15.4 million, driven by stock issuances despite a net loss - Stockholders' equity increased from **$1,043,287** at Dec 31, 2020 to **$15,359,208** at March 31, 2021[21](index=21&type=chunk) - Key activities impacting equity in Q1 2021 included: issuance of common stock and warrants for **$8.9 million**, issuance of common stock for **$2.0 million**, issuance of Series C-2 preferred stock for **$1.1 million**, and stock-based compensation of **$7.5 million**[21](index=21&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Strong financing inflows of $13.4 million offset cash used in operations and investing, resulting in a net cash increase Cash Flow Summary (Unaudited) | Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,541,258) | $(277,543) | | Net cash used in investing activities | $(7,994,887) | $0 | | Net cash provided by financing activities | $13,379,259 | $413,011 | | **Net increase in cash** | **$2,843,114** | **$135,468** | | **Cash, end of period** | **$3,367,249** | **$278,566** | [Notes to the Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's strategic shift to blockchain infrastructure, key accounting policies, and significant financing activities [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=ITEM%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its strategic focus on blockchain, initial staking revenue, and a net loss driven by non-cash expenses - The company's business strategy focuses on three core areas: **Blockchain Infrastructure** (securing PoS blockchains), a **Digital Asset Data Analytics Platform**, and a **Digital Asset Treasury Strategy**[109](index=109&type=chunk)[110](index=110&type=chunk)[114](index=114&type=chunk) - The fair market value of the company's digital assets grew to **$20.1 million** in Q1 2021, a **411% increase QoQ**, and reached **$37.7 million** as of May 11, 2021[117](index=117&type=chunk)[118](index=118&type=chunk) - The company raised approximately **$13.4 million** from financing activities in Q1 2021, providing adequate cash to fund operations for at least the next twelve months[136](index=136&type=chunk)[140](index=140&type=chunk) [Overview](index=19&type=section&id=Overview) The company's operations focus on securing PoS blockchains, developing a staking platform, and maintaining a digital asset treasury - The company's blockchain infrastructure operations focus on securing Proof-of-Stake (PoS) blockchains, which is more energy-efficient than Proof-of-Work (PoW)[110](index=110&type=chunk)[112](index=112&type=chunk) - BTCS actively operates **240 nodes** on the ethereum beacon chain and is developing a non-custodial staking-as-a-service platform[113](index=113&type=chunk) - The company is developing a proprietary data analytics platform for users to aggregate portfolio holdings from multiple exchanges and wallets[114](index=114&type=chunk) Digital Asset Holdings (Fair Market Value) | Period | Total Fair Market Value | | :--- | :--- | | Q1 2021 | $20,136,404 | | Q4 2020 | $3,938,698 | | Q1 2020 | $264,413 | [Results of Operations](index=22&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202021%20and%202020) The company generated its first staking revenue but incurred a $6.8 million net loss due to a dramatic increase in operating expenses - Revenue increased to **~$73,000** in Q1 2021 from $0 in Q1 2020, due to the commencement of blockchain infrastructure staking revenue[125](index=125&type=chunk) - Operating expenses surged to **$8.0 million** in Q1 2021 from $0.3 million in Q1 2020, primarily due to stock compensation granted to employees and a director[127](index=127&type=chunk) - Other income of **$1.1 million** was driven by a **$3.1 million** realized gain on digital asset transactions, partially offset by a **$1.3 million** impairment loss[129](index=129&type=chunk) - Net loss increased to **$6.8 million** in Q1 2021 compared to $0.4 million in Q1 2020, mainly due to higher operating expenses[130](index=130&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company secured $13.4 million in financing, ensuring sufficient liquidity for the next twelve months despite cash use in operations and investing - Net cash provided by financing activities was approximately **$13.4 million** for Q1 2021, primarily from stock and warrant issuances[136](index=136&type=chunk) - Net cash used in investing activities was **$8.0 million**, all for the purchase of productive digital assets for staking[134](index=134&type=chunk) - As of May 11, 2021, the Company had **$4.036 million** of cash[139](index=139&type=chunk) - The company had working capital of **$7.6 million** as of March 31, 2021 and believes it has adequate cash to fund operations for at least the next twelve months[139](index=139&type=chunk)[140](index=140&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=ITEM%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company for this reporting period - Not applicable[143](index=143&type=chunk) [Controls and Procedures](index=24&type=section&id=ITEM%204%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective due to material weaknesses in internal financial reporting controls - The CEO concluded that **disclosure controls and procedures were not effective** as of March 31, 2021[144](index=144&type=chunk) - Material weaknesses identified include **limited segregation of duties** and reliance on outside consultants for financial reporting[144](index=144&type=chunk)[145](index=145&type=chunk) - The company's remediation plan includes actively seeking to hire a **full-time Chief Financial Officer**[146](index=146&type=chunk) Part II - Other Information [Legal Proceedings](index=25&type=section&id=ITEM%201%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[150](index=150&type=chunk) [Risk Factors](index=25&type=section&id=ITEM%201A%20Risk%20Factors) This section is not applicable as the company is a smaller reporting company - Not applicable to smaller reporting companies[151](index=151&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=ITEM%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[152](index=152&type=chunk) [Other Information](index=25&type=section&id=ITEM%205%20Other%20Information) The company reported no other information for the period - None[155](index=155&type=chunk) [Exhibits](index=25&type=section&id=ITEM%206%20Exhibits) This section lists the exhibits filed or incorporated by reference as part of the Form 10-Q - The exhibits listed in the accompanying "Exhibit Index" are filed or incorporated by reference as part of this Form 10-Q[156](index=156&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Commissions file number 000-55141 BTCS Inc. (Exact name of registrant as specified in its charter) Nevada 90-1096644 (State or other jurisdictio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________. Commission file number: 000-55141 BTCS Inc. (Exact name of registrant as specified in its charter) | --- | --- | --- | |-------- ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=ITEM%201%20Financial%20Statements) The unaudited condensed financial statements for June 30, 2020, show increased assets and liabilities, widened net losses due to interest and digital asset impairment, and negative operating cash flow offset by financing activities [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2020, total assets more than doubled to **$862,709** driven by digital currency holdings, while liabilities increased to **$800,141**, resulting in a shift from a stockholders' deficit to positive equity Condensed Balance Sheet Comparison (Unaudited) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $83,788 | $143,098 | | Digital currencies | $728,305 | $252,903 | | Total current assets | $862,042 | $420,009 | | **Total Assets** | **$862,709** | **$421,353** | | **Liabilities & Equity** | | | | Convertible notes payable, net | $295,877 | $159,854 | | Total current liabilities | $800,141 | $605,113 | | Total stockholders' equity (deficit) | $62,568 | ($183,760) | | **Total Liabilities and stockholders' equity (deficit)** | **$862,709** | **$421,353** | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2020, net loss significantly widened to **$420,302** and **$790,573** respectively, primarily driven by increased interest expenses and new digital currency impairment losses Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Total operating expenses | $257,301 | $299,732 | $530,519 | $552,231 | | Interest expense | ($102,792) | ($6,000) | ($125,420) | ($12,000) | | Impairment loss on digital currencies | ($58,527) | $0 | ($132,952) | $0 | | **Net loss** | **($420,302)** | **($305,732)** | **($790,573)** | **($564,231)** | | Net loss per share | ($0.02) | ($0.02) | ($0.03) | ($0.05) | [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2020, net cash used in operating activities increased to **$1.12 million** due to digital currency purchases, while financing activities provided **$1.06 million** from loans and stock issuance, resulting in a net cash decrease of **$59,310** Cash Flow Summary (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,115,523) | ($405,061) | | Net cash provided by financing activities | $1,056,213 | $913,376 | | **Net (decrease) increase in cash** | **($59,310)** | **$508,315** | | Cash, end of period | $83,788 | $560,432 | [Notes to the Unaudited Condensed Financial Statements](index=10&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's digital asset acquisition strategy, highlight significant liquidity challenges and a 'going concern' warning, outline digital asset accounting policies, and provide specifics on convertible notes and equity financing - The company's strategy focuses on acquiring digital assets like **bitcoin** and **ether**, seeking controlling interests in blockchain businesses, and developing a digital asset data analytics platform[30](index=30&type=chunk)[32](index=32&type=chunk)[75](index=75&type=chunk) - Recurring operating losses, negative operating cash flow, and an accumulated deficit raise substantial doubt about the Company's ability to continue as a going concern[41](index=41&type=chunk) - Digital assets are treated as indefinite-lived intangible assets, recorded at cost less impairment, with quarterly impairment testing and no subsequent reversals permitted[44](index=44&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk) - In April 2020, the company issued a **$500,000** promissory note due February 2021, bearing **12% interest** and convertible at a **35% discount** to market price[60](index=60&type=chunk) - During the first six months of 2020, the company issued approximately **7.0 million** common shares under its Purchase Agreement with Cavalry, raising aggregate proceeds of about **$558,000**[63](index=63&type=chunk)[64](index=64&type=chunk) - Subsequent to quarter end, from July 15 to July 21, 2020, the company issued an additional **1.9 million** common shares, raising approximately **$302,000**[67](index=67&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=ITEM%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's digital asset strategy, reports increased net losses for the three and six months ended June 30, 2020, due to digital asset impairment and interest expenses, and highlights significant liquidity concerns with substantial doubt about its going concern ability [Overview and Strategy](index=16&type=section&id=MD%26A%20Overview) The company, an early U.S. public entrant in the Digital Asset space, focuses its strategy on acquiring non-security digital assets, seeking controlling interests in blockchain businesses, and developing a data analytics platform, with digital assets valued at approximately **$1.49 million** as of August 4, 2020 - The company's strategy includes acquiring Digital Assets like **bitcoin** and **ether**, seeking controlling interests in blockchain businesses, and developing a digital asset data analytics platform[71](index=71&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) Fair Market Value of Digital Assets as of August 4, 2020 | Digital Asset | Units Held | Fair Market Value | | :--- | :--- | :--- | | Bitcoin (BTC) | 54.28 | $602,868 | | Ethereum (ETH) | 2,304.58 | $884,271 | | **Total** | | **$1,487,139** | - The company does not plan to re-enter the digital asset mining business in the near term, as it does not believe it offers a positive return on investment at current price levels[82](index=82&type=chunk) [Results of Operations](index=18&type=section&id=MD%26A%20Results%20of%20Operations) For the three and six months ended June 30, 2020, net loss increased to **$420,302** and **$790,573** respectively, primarily due to higher other expenses driven by interest and digital asset impairment, despite stable operating expenses Operating Results for the Three Months Ended June 30 | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Total operating expenses | $257,301 | $299,732 | | Total other expenses | ($163,001) | ($6,000) | | **Net loss** | **($420,302)** | **($305,732)** | Operating Results for the Six Months Ended June 30 | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Total operating expenses | $530,519 | $552,231 | | Total other expenses | ($260,054) | ($12,000) | | **Net loss** | **($790,573)** | **($564,231)** | [Liquidity and Capital Resources](index=19&type=section&id=MD%26A%20Liquidity%20and%20Capital%20Resources) The company faces significant liquidity pressure with **$1.12 million** net cash used in operations for the first six months of 2020, funded by **$1.06 million** in financing activities, resulting in **$62,000** working capital and substantial doubt about its going concern ability - Net cash used in operating activities was approximately **$1.12 million** for the six months ended June 30, 2020, primarily driven by a **$790,573** net loss and a **$608,000** purchase of digital currencies[98](index=98&type=chunk) - Net cash from financing activities was approximately **$1.06 million** for the six months ended June 30, 2020, from a **$500,000** convertible note and **$556,000** in proceeds from stock issuance[100](index=100&type=chunk) - As of June 30, 2020, the company had cash of approximately **$84,000** and working capital of approximately **$62,000**[104](index=104&type=chunk) - The company's auditors have expressed substantial doubt about its ability to continue as a going concern due to recurring operating losses and negative cash flows[83](index=83&type=chunk)[108](index=108&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=ITEM%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company for this reporting period - Not applicable[115](index=115&type=chunk) [Controls and Procedures](index=22&type=section&id=ITEM%204%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2020, due to material weaknesses including limited segregation of duties, reliance on outside consultants, and difficulties with complex accounting principles, with no material changes to internal controls during the quarter - The Chief Executive Officer concluded that as of June 30, 2020, the company's disclosure controls and procedures were not effective[116](index=116&type=chunk) - Material weaknesses identified include limited segregation of duties, reliance on outside consultants for financial report preparation, and difficulty applying complex accounting principles[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - There were no material changes in internal control over financial reporting during the quarter[120](index=120&type=chunk) [PART II - OTHER INFORMATION](index=23&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=23&type=section&id=ITEM%201%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[123](index=123&type=chunk) [Risk Factors](index=23&type=section&id=ITEM%201A%20Risk%20Factors) This section is not applicable as the company is a smaller reporting company - Not applicable to smaller reporting companies[124](index=124&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=ITEM%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities - None[125](index=125&type=chunk) [Defaults Upon Senior Securities](index=23&type=section&id=ITEM%203%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[126](index=126&type=chunk) [Mine Safety Disclosures](index=23&type=section&id=ITEM%204%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[127](index=127&type=chunk) [Other Information](index=23&type=section&id=ITEM%205%20Other%20Information) The company reported no other information - None[128](index=128&type=chunk) [Exhibits](index=23&type=section&id=ITEM%206%20Exhibits) This section lists the exhibits filed or incorporated by reference as part of the Form 10-Q - The exhibits listed in the 'Exhibit Index' are filed or incorporated by reference as part of this Form 10-Q[129](index=129&type=chunk)

PART I [Financial Statements](index=4&type=section&id=ITEM%201%20Financial%20Statements) For the three months ended March 31, 2020, BTCS Inc. reported an increased net loss of $370,271, a working capital deficit of approximately $0.1 million, and a reliance on external financing to fund operations [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2020, total assets increased to $466,317, primarily due to higher cash, while total liabilities remained stable at $607,337, resulting in a stockholders' deficit of $141,020 Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $278,566 | $143,098 | | Digital currencies | $161,999 | $252,903 | | Total Current Assets | $465,312 | $420,009 | | **Total Assets** | **$466,317** | **$421,353** | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $607,337 | $605,113 | | Total Stockholders' Deficit | ($141,020) | ($183,760) | | **Total Liabilities and Stockholders' Deficit** | **$466,317** | **$421,353** | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) The first quarter of 2020 saw a net loss of $370,271, or ($0.02) per share, primarily due to increased operating expenses and a $74,425 impairment loss on digital currencies Statement of Operations Summary (Unaudited) | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :--- | :--- | :--- | | Total Operating Expenses | $273,218 | $252,499 | | Impairment loss on digital currencies | ($74,425) | $0 | | Interest Expense | ($22,628) | ($6,000) | | **Net Loss** | **($370,271)** | **($258,499)** | | Net Loss Per Share (Basic & Diluted) | ($0.02) | ($0.03) | | Weighted Average Shares Outstanding | 23,004,360 | 13,033,038 | [Condensed Statements of Changes in Stockholders' Deficit](index=7&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) The stockholders' deficit improved to ($141,020) by March 31, 2020, primarily due to the issuance of 6,186,633 common shares, which added $413,011 to equity, partially offset by the quarterly net loss - In Q1 2020, the company issued **6,186,633 shares** of common stock, raising **$413,011**, which partially offset the net loss for the period[21](index=21&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities totaled $277,543 for the three months ended March 31, 2020, offset by $413,011 from financing activities, resulting in a net cash increase of $135,468 Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | ($277,543) | ($203,401) | | Net cash provided by financing activities | $413,011 | $228,370 | | **Net increase in cash** | **$135,468** | **$24,969** | | **Cash, end of period** | **$278,566** | **$77,086** | [Notes to the Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Financial%20Statements) Key notes highlight the company's digital asset strategy, substantial doubt about its going concern ability due to recurring losses and negative working capital, and its reliance on additional capital, including subsequent debt and equity transactions - The company's strategy is to acquire Digital Assets (like **bitcoin** and **ether**) and develop a digital asset data analytics platform. It avoids initial coin offerings (ICOs) due to regulatory concerns[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - There is substantial doubt about the Company's ability to continue as a going concern due to recurring operating losses, net operating cash flow deficits, and an accumulated deficit. The company requires significant additional capital to sustain operations[40](index=40&type=chunk)[41](index=41&type=chunk) - Digital Assets are treated as indefinite-lived intangible assets, recorded at cost less impairment. Impairment is tested quarterly and subsequent reversals of impairment losses are not permitted[44](index=44&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk) - Subsequent to the quarter end, the company issued a new **$500,000 promissory note** due in February 2021 and converted all remaining principal and interest on its 2019 promissory note into common stock[60](index=60&type=chunk)[61](index=61&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=14&type=section&id=ITEM%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's digital asset market strategy, acknowledging significant financial challenges including recurring losses, a negative working capital of approximately $0.1 million, and insufficient liquidity, necessitating further funding - The company's primary initiatives are: - Acquiring Digital Assets like **bitcoin** and **ether** through open market purchases - Internally developing a digital asset data analytics platform - Seeking to acquire controlling interests in other businesses in the blockchain industry[65](index=65&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) Digital Asset Holdings as of May 8, 2020 | Digital Asset | Units Held | Fair Market Value | | :--- | :--- | :--- | | Bitcoin (BTC) | 37.44 | $373,589 | | Ethereum (ETH) | 1,644.23 | $348,447 | | **Total** | | **$722,036** | - Auditors have expressed substantial doubt about the company's ability to continue as a going concern due to recurring operating losses and cash flow deficits[75](index=75&type=chunk)[91](index=91&type=chunk) - Net loss for Q1 2020 was **$370,271**, compared to **$258,499** in Q1 2019. The increase is primarily due to a **$74,425 impairment loss** on digital currencies and higher interest expense[81](index=81&type=chunk)[82](index=82&type=chunk) - The company had a negative working capital of approximately **$0.1 million** at March 31, 2020 and does not have sufficient cash to support operations for the next 12 months, requiring additional funding[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=18&type=section&id=ITEM%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company - The company has indicated that this disclosure is not applicable[98](index=98&type=chunk) [Controls and Procedures](index=18&type=section&id=ITEM%204%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2020, citing material weaknesses in internal control over financial reporting, including limited segregation of duties and accounting complexities, with remediation contingent on capital - The CEO concluded that disclosure controls and procedures were not effective as of March 31, 2020[99](index=99&type=chunk) - Material weaknesses identified include: - Limited segregation of duties due to small staff size - Reliance on outside consultants for financial reporting - Difficulty applying complex accounting principles[99](index=99&type=chunk) - The company acknowledged a past failure to follow GAAP in accounting for digital assets and a recent failure to correctly classify Digital Asset transactions as an Operating Activity on the Cash Flow Statement in its 2019 Form 10-K[101](index=101&type=chunk) - The company's remediation plan involves hiring additional accounting and administrative staff, but this is dependent on having sufficient capital resources[102](index=102&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=19&type=section&id=ITEM%201%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[104](index=104&type=chunk) [Risk Factors](index=19&type=page&id=ITEM%201A%20Risk%20Factors) This section is not applicable as the company is a smaller reporting company - Not applicable to smaller reporting companies[105](index=105&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=19&type=section&id=ITEM%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - None[106](index=106&type=chunk) [Defaults Upon Senior Securities](index=19&type=section&id=ITEM%203%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[107](index=107&type=chunk) [Mine Safety Disclosures](index=19&type=section&id=ITEM%204%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[108](index=108&type=chunk) [Other Information](index=19&type=section&id=ITEM%205%20Other%20Information) The company reports no other information - None[109](index=109&type=chunk) [Exhibits](index=19&type=section&id=ITEM%206%20Exhibits) This section lists the exhibits that are filed or incorporated by reference as part of the Form 10-Q, including certifications and XBRL data files - The exhibits listed in the Exhibit Index are filed or incorporated by reference with this Form 10-Q[110](index=110&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Commissions file number 000-55141 BTCS Inc. (Exact name of registrant as specified in its charter) Nevada 90-1096644 (State or other jurisdictio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________. Commission file number: 000-55141 BTCS Inc. (Exact name of registrant as specified in its charter) | --- | --- | --- | |-------- ...