December 12, 2017

Jeffrey McGonegal
Chief Financial Officer
Riot Blockchain, Inc.
834-F South Perry Street, Suite 443
Castle Rock, CO 80104

       Re: Riot Blockchain, Inc.
           Current Report on Form 8-K
           Filed October 4, 2017
           File No. 001-33675

Dear Mr. McGonegal:

       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.

Current Report on Form 8-K

Item 1.01, page 1

1.     Please provide us an analysis as to whether you meet the definition of
an
       "investment company" under Section 3(a) of the Investment Company Act of
1940
       following your investment in Coinsquare Ltd./goNumerical Ltd. and, if
so, whether you
       are excepted from this definition or are otherwise exempt from
registering with
       the Commission as an investment company. In your response, please
provide us
       with sufficient detail to assess your analysis. As part of your
analysis, please be sure
       to address Section 3(a)(1)(A) in light of your October 2017 "Investor
       Presentation", furnished as Exhibit 99.1 to your October 5, 2017 Form
8-K, which
       announces your "Corporate Shift in Focus."
 Jeffrey McGonegal
Riot Blockchain, Inc.
December 12, 2017
Page 2

2.     We note your statement that you entered into a "series of agreements",
including an
       Amended and Restated Unanimous Shareholder Agreement in connection with
the
       goNumerical transaction. Please identify for us each of the agreements
and provide us a
       brief description of the material terms and conditions contained in each
referenced
       agreement. Also, explain to us why each of these agreements has not been
filed as an
       exhibit to date.
Exhibits

3.     Please provide us your analysis supporting your determination that
financial statements
       of goNumerical Ltd./Coinsquare Ltd. are not required or tell us when you
will provide
       them. Cite in your response all authority on which you rely, and show us
your
       calculations supporting your analysis.

        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 Angela Connell, Accounting Branch Chief, at 202-551-3426
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dorrie Yale at 202-551-8776 or Joe McCann at 202-551-6262 with any
other questions.

FirstName LastNameJeffrey McGonegal                        Division of
Corporation Finance
Comapany NameRiot Blockchain, Inc.                         Office of Healthcare
& Insurance
June 16, 2017 Page 2
cc: Harvey Kesner, Esq.
FirstName LastName