8-K 1 form8-k.htm











Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 17, 2018



(Exact Name of Registrant as Specified in Charter)


Nevada   000-55141   90-1096644

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


9466 Georgia Avenue #124

Silver Spring, MD

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (202) 430-6576



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company [  ]


If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






Item 4.02 Non-Reliance On Previously Issued Financial Statements Or A Related Audit Report Or Completed Interim Report


On September 17, 2018, the Board of Directors of BTCS Inc. (the “Company”) concluded that the Company’s previously issued financial statements, contained within the Company’s quarterly report on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018, as well as the financial statements contained within the Company’s annual report on Form 10-K for the period ended December 31, 2017 (collectively the “Financial Statements”), should no longer be relied upon. The Financial Statements erroneously accounted for the Company’s Digital Assets (e.g. Bitcoin) using a fair value analysis rather than classifying them as indefinite-lived intangible assets. The Company plans to amend and restate the Financial Statements to account for the Company’s Digital Assets as indefinite-lived intangible assets as soon as practical.


The Company’s management discussed the matters with the Company’s independent registered accounting firm.




Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: September 21, 2018 By: /s/ Charles W. Allen
    Charles W. Allen
    Chief Executive Officer