(ii)

~~1,957,161 shares of Common Stock issuable upon the conversion of outstanding convertible promissory notes; and;~~

~~(iii)~~

~~2,800,000~~1,646,113 shares of Common Stock issuable upon the exercise of outstanding warrants.

The following table, based upon information currently known by us, sets forth as of ~~July 14,~~December 28, 2017, (i) the number of shares held of record or beneficially by the selling stockholders as of such date (as determined below) and (ii) the number of shares that may be sold or otherwise disposed of under this prospectus by each selling stockholder. Percentage ownership is based on ~~5,392,503~~11,622,112 shares of Common Stock outstanding as of ~~July 14, 2017,~~January 4, 2018, plus securities deemed to be outstanding with respect to individual stockholders pursuant to Rule 13d-3(d)(1) under the Exchange Act. Beneficial ownership includes shares of Common Stock plus any securities held by the holder exercisable for or convertible into shares of Common Stock within 60 days after ~~July 14, 2017,~~January 4, 2018, in accordance with Rule 13d-3(d)(1) under the Exchange Act. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the selling stockholder named below. We do not know when or in what amounts a selling stockholder may sell or otherwise dispose of the shares of Common Stock covered hereby.

The selling stockholders may not sell or otherwise dispose of any or all of the shares offered by this prospectus and may sell or otherwise dispose of shares covered hereby in transactions exempt from the registration requirements of the Securities Act. Because the selling stockholders may sell or otherwise dispose of some, all or none of the shares covered hereby, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling stockholders after completion of the offering. However, for purposes of the following table, we have assumed that all of the shares covered hereby are sold by the selling stockholders pursuant to this prospectus.

None of the selling stockholders has held any position or office, or has otherwise had a material relationship, with us or any of our subsidiaries within the past three years other than as a result of the ownership of our shares or other securities. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent authority is shared by their spouses under applicable law. Unless otherwise ~~indicated~~ndicated below, to our knowledge, no persons named in the table are a broker-dealer or affiliate of a broker-dealer. Unless otherwise indicated, all addresses are c/o ~~Bioptix,~~Riot Blockchain, Inc., ~~834-F South Perry~~202 6th Street, Suite ~~443,~~401, Castle Rock, CO 80104.

Name of Selling Stockholder Number of Shares of Common Stock Beneficially Owned Before this Offering Percentage of Common Stock Beneficially Owned Before this Offering** Shares of Common Stock Offered in this Offering Shares of Common Stock Beneficially Owned After this Offering Percentage of Common Stock Beneficially Owned After this Offering**
Acquisition Group Limited 200,000 (1) 3.64 % 200,000 (1) 0 *
Northurst Inc. 554,100 (2) 9.99 % 800,000 (2) 0 *
Erick Richardson 200,000 (3) 3.64 % 200,000 (3) 0 *
Melechdavid Inc. 340,000 (4) 6.11 % 340,000 (4) 0 *
Mark Groussman c/f Alivia Groussman UTMA/FL 80,000 (5) 1.47 % 80,000 (5) 0 *
Mark Groussman c/f Asher Groussman UTMA/FL 80,000 (6) 1.47 % 80,000 (6) 0 *
Barry Honig 543,000 (7) 9.99 % 406,017 (8) 504,000 (9) 8.53 %
GRQ Consultants, Inc. Roth 401K FBO Barry Honig 595,600 (10) 9.99 % 1,015,042 (11) 30,600 *
Titan Multi-Strategy Fund I, Ltd. 592,400 (12) 9.99 % 1,704,066 (13) 15,000 *
US Commonwealth Life, A.I. Policy No. 2013-17 40,602 (14) 0.75 % 40,602 (14) 0 *
Robert R. O'Braitis 81,204 (15) 1.48 % 81,204 (15) 0 *
Stockwire Research Group, Inc. 40,602 (16) 0.75 % 40,602 (16) 0 *
Aifos Capital LLC 121,805 (17) 2.21 % 121,805 (17) 0 *
Stetson Capital Management, LLC 283,300 (18) 4.99 % 406,017 (19) 7,500 *
JAD Capital Inc. 81,204 (20) 1.48 % 81,204 (20) 0 *
Richard Molinsky 97,789 (21) 1.80 % 40,602 (22) 57,187 1.05 %
Alan Honig 20,000 (23) 0.19 % 20,000 (23) 0 *

Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Before this Offering			Percentage of Common Stock Beneficially Owned Before this Offering**			Shares of Common Stock Offered in this Offering			Shares of Common Stock Beneficially Owned After this Offering			Percentage of Common Stock Beneficially Owned After this Offering**

2330573 Ontario Inc.		96,444	(1)		*			88,888	(33)		52,000			*
Acquisition Group Limited		135,556	(2)		1.16	%		71,112	(33)		100,000	(34)		*
Armand Reale		4,000	(3)		*			8,000	(33)		-			*
Catherine DeFrancesco ITF Ava Defrancesco		22,911	(4)		*			7,112	(33)		19,355	(35)		*
Catherine DeFrancesco ITF Devlin DeFrancesco		22,911	(5)		*			7,112	(33)		19,355	(36)		*
Catherine DeFrancesco ITF Lachlan Defrancesco		22,911	(6)		*			7,112	(33)		19,355	(37)		*
Catherine DeFrancesco ITF Summer Defrancesco		22,911	(7)		*			7,112	(33)		19,355	(38)		*
Clara Serruya		266,667	(8)		2.29	%		533,334	(33)		-			*
DeFrancesco Motorsports Inc.		5,333	(9)		*			10,666	(33)		-			*
Delavaco Holdings Inc.		10,667	(10)		*			21,334	(33)		-			*
Eduardo Vivas		6,667	(11)		*			13,334	(33)		-			*
First Canadian Insurance Corp		14,000	(12)		*			28,000	(33)		-			*
Glass Investments LP		13,444	(13)		*			26,888	(33)		-			*
Grander Holdings, Inc. 401K		217,733	(14)		1.86	%		266,666	(33)		84,400	(39)		*
GRQ Consultants, Inc.		22,222	(15)		*			44,444	(33)		-			*
GT Capital Inc		29,436	(16)		*			26,666	(33)		16,103	(40)		*
Hudson Bay Master Fund Ltd		333,334	(17)		2.87	%		666,668	(33)		-			*
Interward Capital Corp.		4,000	(18)		*			8,000	(33)		-			*
Intracoastal Capital LLC		133,334	(19)		1.15	%		266,668	(33)		-			*
LDIC Inc. ITF McGilligan Barry Investments Ltd.		11,100	(20)		*			22,200	(33)		-			*
Marcandy Investments Corp.		5,333	(21)		*			10,666	(33)		-			*
Monroe Capital, LLC		22,000	(22)		*			44,000	(33)		-			*
Melechdavid Inc.		131,945	(23)		1.13	%		88,890	(33)		87,500	(41)		*
Michael Ference		4,444	(24)		*			8,888	(33)		-			*
Millennium Insurance Corp.		7,000	(25)		*			14,000	(33)		-			*
MMCAP International Inc. SPC		366,667	(26)		3.15	%		733,334	(33)		-			*
Namaste Gorgie, Inc.		42,927	(27)		*			21,334	(33)		32,260	(42)		*
Northurst, Inc.		589,317	(28)		4.99	%		177,778	(33)		593,996	(43)		4.99	%
Paradox Capital Partners LLC		4,444	(29)		*			8,888	(33)		-			*
Rockhaven Holdings Ltd.		6,000	(30)		*			12,000	(33)		-			*
Sunnybrook Preemie Investments Inc.		11,666	(31)		*			23,332	(33)		-			*
York Plains Investment Corp.		8,900	(32)		*			17,800	(33)		-			*

* Less than 1%.

** Based on ~~5,392,503~~11,622,112 shares of Common Stock outstanding as of ~~July 14, 2017.~~January 4, 2018.

(1)	Represents 96,444 shares of Common Stock. Jason Theofilos is the President of 2330573 Ontario Inc. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 120 East Beaver Creek Road, Suite 200, Richmond Hill, Ontario, L4B 4V1, Canada.
(2)	Represents (i) 115,556 shares of Common Stock and (ii) 20,000 shares of Common Stock issuable upon exercise of outstanding warrants. Adam Arviv is the President of Acquisition Group Limited. In such capacity he has voting and dispositive control over the securities held by such entity. ~~Represents (i) 100,000 shares of Common Stock and (ii) 100,000 shares of Common Stock issuable upon exercise of outstanding warrants.~~ The address for this selling stockholder is 118 Yorkville Ave, Suite 604, Toronto, Ontario M5RIC2.
~~(2)~~(3)	Represents 4,000 shares of Common Stock. The address for this selling stockholder is 85 Vickers Rd Toronto, ON M9B 1C1.
(4)	Represents (i) 3,556 shares of Common Stock and (ii) 19,355 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. The address for this selling stockholder is 366 Bay St., #200, Toronto ON M5H 4B2.
(5)	Represents (i) 3,556 shares of Common Stock and (ii) 19,355 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. The address for this selling stockholder is 366 Bay St., #200, Toronto ON M5H 4B2.
(6)	Represents (i) 3,556 shares of Common Stock and (ii) 19,355 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. The address for this selling stockholder is366 Bay St., #200, Toronto ON M5H 4B2.
(7)	Represents (i) 3,556 shares of Common Stock and (ii) 19,355 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. The address for this selling stockholder is366 Bay St., #200, Toronto ON M5H 4B2.
(8)	Represents 266,667 shares of Common Stock. The address for this selling stockholder is210 Shields Crt , Markham, ONT L3R-8V2.
(9)	Represents 5,333 shares of Common Stock. Catherine DeFrancesco is the President of DeFrancesco Motor Sports Inc. In such capacity she has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 366 Bay St., #200, Toronto, Ontario M5H 4B2.
(10)	Represents 10,667 shares of Common Stock. Catherine DeFrancesco is the President of Delavaco Holdings Inc. In such capacity she has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 366 Bay St., #200, Toronto ON M5H 4B2.
(11)	Represents 6,667 shares of Common Stock. The address for this selling stockholder is 341 Fibert Street, San Francisco, CA 94133.
(12)	Represents 14,000 shares of Common Stock. Marc Sontrop is the President of First Canadian Insurance Corp. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 320 Sioux Rd., Sherwood Park, AB T8A 3X6.
(13)	Represents 13,444 shares of Common Stock. Marc Sontrop is the President of Glass Investments LP. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is PO Box 212 St. Martins House Le Bordage, St Peters Port Guernsey, Channel Islands GYI 4UE.
(14)	Represents (i) 142,733 shares of Common Stock and (ii) 75,000 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. Michael Brauser is the Trustee of Grander Holdings, Inc 401K. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 2650 N. Military Trail, Suite 300, Boca Raton, FL 33431. The address for this selling stockholder is 2650 N. Military Trail, Suite 300, Boca Raton, FL 33431.
(15)	Represents 22,222 shares of Common Stock. Barry Honig is the trustee of GRQ Consultants, Inc. In such capacity he has voting and dispositive power over the securities held by such entity. The address for this selling stockholder is 555 S. Federal Highway, #450, Boca Raton, FL 33432.
(16)	Represents (i) 5,333 shares of Common Stock and (ii) 16,103 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. Andrea DeFrancesco is the President of GT Capital Inc. In such capacity she has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 366 Bay St., #200, Toronto, Ontario M5H 4B2.
(17)	Represents 333,334 shares of Common Stock. Scott Black is the CCO of Hudson Bay Master Fund Ltd. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 777 Third Avenue, 30^th Floor, New York, NY 10017.
(18)	Represents 4,000 shares of Common Stock. Marc Sontrop is the Director of Interward Capital Corp. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 7 Saint Thomas St., Suite 802, Toronto, ON M5S 2B7.
(19)	Represents 133,334 shares of Common Stock. Keith Goodman is the Authorized Signatory of Intracoastal Capital LLC. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 2211A Lakeside Drive, Bannockburn, IL 60015.
(20)	Represents 11,100 shares of Common Stock. Michael Decter is the CIO, Principal of LDIC Inc. ITF McGilligan Barry Investments Ltd. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 130 King St., W., Suite 2130, Toronto, ON M5X 1E2.
(21)	Represents 5,333 shares of Common Stock. Catherine DeFrancesco is the President of Marcandy Investments Corp. In such capacity she has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 366 Bay St., #200, Toronto, Ontario M5H 4B2.

(22)	Represents 22,000 shares of Common Stock. Mark B. Fisher is the Managing Member of Monroe Capital, LLC. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 301 W 41^st Street, Suite 300, Miami Beach, FL 33140.
(23)	Represents (i) 44,445 shares of Common Stock, (ii) 87,500 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. Mark Groussman is the President of Melechdavid Inc. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 5154 La Gorce Drive, Miami Beach, FL 33140.
(24)	Represents 4,444 shares of Common Stock. The address for this selling stockholder is 8 John St., Demarest, NJ 07627.
(25)	Represents 7,000 shares of Common Stock. Marc Sontrop is the President of Millennium Insuance Corp. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 320 Sioux Rd., Sherwood Park, AB T8A 3X6.
(26)	Represents 366,667 shares of Common Stock. Mathew Maclsaac is the Director of MMCAP International Inc. SPC. In such capacity he has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is George Town Financial Centre, 90 Fort St., Grand Cayman Islands KY1-1104.
(27)	Represents (i) 10,667 shares of Common Stock and (ii) 32,260 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. Catherine DeFrancesco is the President of Namaste Gorgie Inc. In such capacity she has voting and dispositive control over the securities held by such entity. The address for this selling stockholder is 366 Bay St., #200, Toronto, Ontario M5H 4B2.
(28)	Represents (i) 388,889 shares of Common Stock, (ii) 100,000 shares of Common Stock issuable upon exercise of outstanding warrants and (ii) 100,428 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. Does not include 399,572 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding. The Series B Preferred Stock contains a 4.99% beneficial ownership blocker. Jake Malczewski is the Controlling Shareholder of Northurst Inc. In such capacity he has voting and dispositive control over the securities held by such entity. Represents (i) 400,000 shares of Common Stock and (ii) 154,100 shares of Common Stock issuable upon exercise of outstanding warrants. Excludes 245,900 shares of Common Stock issuable upon exercise of outstanding warrants, which contains a 9.99% beneficial ownership limitation. Shares of Common Stock offered in this offering, include the 245,900 shares of Common Stock issuable upon exercise of outstanding warrants. The address for this selling stockholder is 118 Cragmore Ave, Pointe-Claire, Quebec H9R 5M1.
~~(3)~~(29)	Represents ~~(i) 100,000~~4,444 shares of Common ~~Stock and (ii) 100,000 shares of Common Stock issuable upon exercise of outstanding warrants. The address for this selling stockholder is 11290 Chalon Road, Los Angeles CA 90049.~~
~~(4)~~	~~Mark Groussman~~Stock. Harvey Kesner is the ~~President~~Manager of ~~Melechdavid Inc.~~Paradox Capital Partners LLC. In such capacity he has voting and dispositive control over the securities held by such entity. ~~Represents (i) 170,000 shares of Common Stock and (ii) 170,000 shares of Common Stock issuable upon exercise of outstanding warrants.~~ The address for this selling stockholder is ~~5154 La Gorce Drive Miami~~1151 N. Ft Lauderdale Beach Blvd., 14D, Ft. Lauderdale, FL ~~33140.~~33304.
~~(5)~~(30)	~~Mark Groussman is the Custodian of Mark Groussman c/f Alivia Groussman UTMA/FL. In such capacity he has voting and dispositive control over the securities held by such entity.~~ Represents ~~(i) 40,000~~6,000 shares of Common ~~Stock and (ii) 40,000 shares of Common Stock issuable upon exercise of outstanding warrants. The address for this selling stockholder is 5154 La Gorce Drive Miami Beach, FL 33140.~~
~~(6)~~	~~Mark Groussman~~Stock. Marc Sontrop is the ~~Custodian~~Director of Mark Groussman c/f Asher Groussman UTMA/FL. In such capacity he has voting and dispositive control over the securities held by such entity. Represents (i) 40,000 shares of Common Stock and (ii) 40,000 shares of Common Stock issuable upon exercise of outstanding warrants. The address for this selling stockholder is 5154 La Gorce Drive Miami Beach, FL 33140.
~~(7)~~		Represents (i) 29,815 shares of Common Stock, (ii) 443,585 shares of Common Stock held by GRQ Consultants, Inc. 401K ("401K"), (iii) 30,600 shares of Common Stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig ("Roth 401K") and (iv) 39,860 shares of Common Stock issuable upon exercise of outstanding warrants held by Mr. Honig. Mr. Honig is the trustee of 401K and Roth 401K in such capacity holds voting and dispositive power over the securities held by such entities. Excludes (i) 170,000 shares of Common Stock issuable upon conversion of a convertible promissory note, which contains a 4.99% beneficial ownership limitation, (ii) 160,140 shares of Common Stock issuable upon exercise of outstanding warrants, which contains a 9.99% beneficial ownership limitation, (iii) 515,042 shares of Common Stock issuable upon conversion of a convertible promissory note, which contains a 4.99% beneficial ownership limitation, and (iv) 500,000 shares of Common Stock issuable upon exercise of outstanding warrants, which contains a 9.99% beneficial ownership limitation. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. The address for this selling stockholder is 555 S. Federal Highway, #450, Boca Raton, FL 33432.
~~(8)~~			Represents (i) 206,017 shares of Common Stock issuable upon conversion of a convertible promissory note and (ii) 200,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met.
~~(9)~~		Represents (i) 29,815 shares of Common Stock, (ii) 443,585 shares of Common Stock held by 401K and (iii) 30,600 shares of Common Stock held by Roth 401K. Mr. Honig is the trustee of 401K and Roth 401K and in such capacity holds voting and dispositive power over the securities held by such entities.

~~(10)~~

Represents (i) 30,600 shares of Common Stock and (ii) 500,000 shares of Common Stock issuable upon exercise of outstanding warrants, which contains a 9.99% beneficial ownership limitation. Excludes 515,042 shares of Common Stock issuable upon conversion of a convertible promissory note, which contains a 4.99% beneficial ownership limitation. Mr. Honig is the trustee of Roth 401K and in such capacity holds voting and dispositive power over the securities held by such entity. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending the satisfaction of certain release conditions. The address for this selling stockholder is 555 S. Federal Highway, #450, Boca Raton, FL 33432.

~~(11)~~

Represents (i) 515,042 shares of Common Stock issuable upon conversion of a convertible promissory note and (iii) 500,000 shares of Common Stock issuable upon exercise of outstanding warrants, which contains a 9.99% beneficial ownership limitation. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met.

~~(12)~~

~~Jonathan Honig is the Manager of Titan Multi-Strategy Fund I,~~Rockhaven Holdings Ltd. In such capacity he has voting and dispositive control over the securities held by such entity. Represents (i) 55,000 shares of Common Stock and (ii) 537,400 shares of Common Stock issuable upon exercise of outstanding warrants, which contains a 9.99% beneficial ownership limitation. Excludes (i) 824,066 shares of Common Stock issuable upon conversion of a convertible promissory note, which contains a 4.99% beneficial ownership limitation and (ii) 256,226 shares of Common Stock issuable upon exercise of outstanding warrants, which contains a 9.99% beneficial ownership limitation. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. The address for this selling stockholder is ~~5825 Windsor Court, Boca Raton, FL 33496.~~7 Saint Thomas St., Suite 802, Toronto, ON M5S 2B7.

~~(13)~~(31)

Represents ~~(i) 40,000~~11,666 shares of Common ~~Stock and (ii) 824,066 shares~~Stock. Carmela DeFrancesco is the President of Common Stock issuable upon conversion of a convertible promissory note and (Iii) 840,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met .

~~(14)~~

~~Candice Merren-Yates and Ghislian Ghyoot are the Authorized Signatories of US Commonwealth Life, A.I. Policy No. 2013-17.~~Sunnybrook Preemie Investments Inc. In such capacity ~~they share~~she has voting and dispositive control over the securities held by such entity. Represents (i) 20,602 shares of Common Stock issuable upon conversion of a convertible promissory note and (ii) 20,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. The address for this selling stockholder is ~~304 Ponce de Leon, Suite 1000, San Juan, Puerto Rico, 00918.~~366 Bay St., #200, Toronto, Ontario M5H 4B2.

(32)

~~(15)~~

Represents ~~(i) 41,204~~8,900 shares of Common Stock issuable upon conversion of a convertible promissory note and (ii) 40,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. Mr. O'Braitis is affiliated with a broker-dealer and may be deemed a statutory underwriter of the shares. The address for this selling stockholder is 43811 Grantner Pl, Ashburn, VA 20147.

	~~(16)~~	~~Adrian James~~Stock. Shawn Dym is the ~~President & CEO~~Managing Director of ~~Stockwire Research Group, Inc.~~York Plains Investment Corp. In such capacity he has voting and dispositive control over the securities held by such entity. ~~Represents (i) 20,602~~The address for this selling stockholder is 25 Sheppard Ave. W., Toronto, ON M2N 6S6.
(33)	Of the shares of Common Stock offered in this offering, 50% of total shares represent shares of Common Stock and 50% represent shares of Common Stock issuable upon ~~conversion~~exercise of ~~a convertible promissory note~~outstanding warrants ("Warrants"). The Warrants to purchase one share of Common Stock, expire after three years, at an exercise price of $40.00 per share and are not exercisable until six months following their issuance.
(34)	Represents (i) 80,000 shares of Common Stock and (ii) 20,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. The address for this selling stockholder is 3736 Bee Caves Road, Suite 1-105, Austin, TX 78746.

(35)	~~(17)~~	~~Edward Karr is the Managing Member of Aifos Capital LLC. In such capacity he has voting and dispositive control over the securities held by such entity.~~ Represents ~~(i) 61,805~~19,355 shares of Common Stock issuable upon conversion of ~~a convertible promissory note~~shares of Series B Preferred Stock outstanding.
(36)	Represents 19,355 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding.
(37)	Represents 19,355 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding.
(38)	Represents 19,355 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding.
(39)	Represents (i) 9,400 shares of Common Stock and (ii) ~~60,000~~75,000 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding.
(40)	Represents 16,103 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding.
(41)	Represents 87,500 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding.
(42)	Represents 32,260 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock outstanding.
(43)	Represents (i) 300,000 shares of Common Stock, (ii) 100,000 shares of Common Stock issuable upon exercise of outstanding ~~warrants. Shares cannot be issued upon conversion of the Note or exercise of the~~ warrants ~~without obtaining Shareholder Approval, as defined in Section 4(f) of the Note~~ and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. The address for this selling stockholder is Aifos Capital LLC, CP 5452, CH-1211 Geneva 11, Switzerland.

~~(18)~~

John Stetson is the Managing Member of Stetson Capital Management, LLC. In such capacity he has voting and dispositive control over the securities held by such entity. Represents (i) 7,500 shares of Common Stock, (ii) ~~75,800~~193,996 shares of Common Stock issuable upon conversion of ~~a convertible promissory note and (iii) 200,000~~ shares of ~~Common~~Series B Preferred Stock ~~issuable upon exercise of outstanding warrants. Excludes 130,217~~outstanding. Does not include 306,004 shares of Common Stock issuable upon conversion of ~~a convertible promissory note, which~~shares of Series B Preferred Stock outstanding. The Series B Preferred Stock contains a 4.99% beneficial ownership limitation. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. The address for this selling stockholder is 68 Fiesta Way, Ft. Lauderdale, FL 33301.

~~(19)~~

Represents (i) 206,017 shares of Common Stock issuable upon conversion of a convertible promissory note and (ii) 200,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met.

~~(20)~~

Jason Theofilos is the Director of JAD Capital Inc. In such capacity he has voting and dispositive control over the securities held by such entity. Represents (i) 41,204 shares of Common Stock issuable upon conversion of a convertible promissory note and (ii) 40,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. The address for this selling stockholder is 120 East Beaver Creek Road, Suite 200, Richmond Hill, Ontario, Canada L4B 4V1.

~~(21)~~

Represents (i) 57,187 shares of Common Stock, (ii) 20,602 shares of Common Stock issuable upon conversion of a convertible promissory note and (iii) 20,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met. The address for this selling stockholder is 51 Lord's Highway East, Weston, CT 06883.

~~(22)~~

Represents (i) 20,602 shares of Common Stock issuable upon conversion of a convertible promissory note and (ii) 20,000 shares of Common Stock issuable upon exercise of outstanding warrants. Shares cannot be issued upon conversion of the Note or exercise of the warrants without obtaining Shareholder Approval, as defined in Section 4(f) of the Note and Section 2(f) of the warrant, respectively. The Notes and warrants are being held in escrow pending certain release conditions being met.blocker.

~~(23)~~

Represents (i) 10,000 shares of Common Stock and (ii) 10,000 shares of Common Stock issuable upon exercise of outstanding warrants. The address for this selling stockholder is 200 East 69 St, Apt 21B, New York, NY 10021.

PLAN OF DISTRIBUTION

Each selling stockholder of the Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on The NASDAQ Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the Common Stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933, as amended. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, as amended.

Because selling stockholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act of 1933, as amended).

DESCRIPTION OF CAPITAL STOCK

General

The following description of our capital stock summarizes the material terms and provisions of our Common Stock. For the complete terms of our Common Stock, please refer to our Articles of Incorporation and our Bylaws that are incorporated by reference into the registration statement of which this prospectus is a part or may be incorporated by reference in this prospectus. The terms of these securities may also be affected by the ~~Colorado~~Nevada Revised Statutes. The summary below is qualified in its entirety by reference to our amended and restated Articles of Incorporation and our amended and restated Bylaws.

As of the date of this prospectus, our authorized capital stock consisted of ~~60,000,000~~170,000,000 shares of Common Stock, no par value per share, and 15,000,000 shares of preferred stock, no par value per share. Our Board of Directors may establish the rights and preferences of the preferred stock from time to time. As of the date of this prospectus, there were ~~5,392,503~~11,622,112 shares of our Common Stock issued and ~~outstanding.~~outstanding and 1,458,001 shares of preferred stock were issued and outstanding, convertible into 1,458,001 shares of Common Stock.

Common Stock

Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders, except that in the election of directors each shareholder shall have as many votes for each share held by him, her or it as there are directors to be elected and for whose election the shareholder has a right to vote. Cumulative voting is not permitted. Generally, all matters to be voted on by shareholders must be approved by a majority, or, in the case of the election of directors, by a plurality, of the votes cast at a meeting at which a quorum is present. Holders of outstanding shares of our Common Stock are entitled to those dividends declared by the Board of Directors out of legally available funds, and, in the event of our liquidation, dissolution or winding up of our affairs, holders are entitled to receive ratably our net assets available to the shareholders. Holders of our outstanding Common Stock have no preemptive, conversion or redemption rights. All of the issued and outstanding shares of our Common Stock are, and all unissued shares of our Common Stock, when offered and sold will be, duly authorized, validly issued, fully paid and nonassessable. To the extent that additional shares of our Common Stock may be issued in the future, the relative interests of the then existing shareholders may be diluted.

Preferred Stock

Pursuant to our articles of incorporation, our board of directors has the authority, without further action by the stockholders, to issue up to 15,000,000 shares of preferred stock, in one or more series. Our board shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of Common Stock. Preferred stock could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of our management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our Common Stock.

Series B Convertible Preferred Stock ("Series B Preferred Stock")

On November 3, 2017, we designated 1,750,001 shares of preferred stock as "0% Series B Convertible Preferred Stock" in connection with the filing of the Certificate of Designation with the Secretary of State of the State of Nevada. The shares of Series B Preferred Stock are convertible into shares of Common Stock based on a conversion calculation equal to the stated value of the Series B Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series B Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series B Preferred Stock is $6.80 and the initial conversion price is $6.80 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events.

The holders of Series B Preferred Stock are entitled to receive dividends if and when declared by our Board of Directors. The Series B Preferred Stock will participate on an "as converted" basis, with all dividends declared on the Company's Common Stock. Such dividends will be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash on the stated value of such Series B Preferred Stock.

911

~~Warrants~~We are prohibited from effecting a conversion of the Series B Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99% percent of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series B Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99% percent. The Series B Preferred Stock contain no voting rights.

The Series B Preferred Stock contains a blocker pursuant to which, if we have not obtained the approval of our shareholders in accordance with NASDAQ Listing Rule 5635(d), then we may not issue upon conversion of the Series B Preferred Stock a number of shares of common stock, which, when aggregated with any other shares of Common Stock underlying the Series B Preferred Stock issued pursuant to the Agreement would exceed 19.99% of the shares of Common Stock issued and outstanding as of the date of the Agreement, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock.

As of the date of this prospectus, there are 1,458,001 shares of Series B Convertible Preferred Stock outstanding, convertible into 1,458,001 shares of Common Stock.

Warrants

December Warrants

On ~~March 10,~~December 21, 2017, we issued to ~~purchasers of our units~~the Investors, warrants to purchase an aggregate of ~~900,000~~1,646,113 shares of Common Stock.

The ~~warrants~~Warrants are exercisable, at any time on or after the sixth month anniversary of the closing date of the Private Placement, at a price of ~~$3.50~~$40.00 per share, subject to adjustment, and expire three years ~~from the date of issuance.~~therefrom. The holders may, subject to certain limitations, exercise the ~~warrants~~Warrants on a cashless basis. We are prohibited from effecting an exercise of any ~~warrant~~Warrant to the extent that, as a result of any such exercise, the holder would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such warrant. 55.5556% of the warrants (and common stock) issued to each investor were being held in escrow pending the satisfaction of certain release conditions. On May 25, 2017, the warrants (and associated shares of common stock) and the proceeds from the sale therefrom were released from escrow to the investors and the Company, respectively, and no longer remain subject to a “Qualified Transaction.”

On March 16, 2017, we issued warrants to purchase an aggregate of 1,900,000 shares of Common Stock with each warrant based upon the number of shares of Common Stock equal to 100% of such investor's subscription amount divided by the conversion price of $2.50. The warrants are exercisable at a price of $3.56 per share, subject to adjustment, and expire three years from the date of issuance. The holders may, subject to certain limitations, exercise the warrants on a cashless basis. We are prohibited from effecting an exercise of any warrant to the extent that, as a result of any such exercise, the holder would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such warrant. The warrants issued to each investor are being held in escrow pending the satisfaction of certain release conditions.

At any time, a selling stockholder may submit an exercise notice indicated its intent to exercise its warrant. However, the Company may not issue any shares of its Common Stock upon such exercise to the extent such issuance (when aggregate with all other applicable issuances) would exceed 19.99% of the Company’s issued and outstanding Common Stock, until after the Company has received approval from NASDAQ and holders of its Common Stock, in order to remain compliant with NASDAQ Listing Rule 5635 .

If we, at any time while the warrants are outstanding: (i) pay a stock dividend or otherwise make a distribution or distributions payable in shares of Common Stock or any Common Stock equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of the warrants), (ii) subdivide outstanding shares of Common Stock into a larger number of shares, (iii) combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issue, in the event of a reclassification of shares of the Common Stock, any shares of capital stock, then the exercise price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.

~~Convertible Promissory Notes~~

~~The Notes are convertible at a per share price of $2.50 per share, subject to adjustment, and conversion shares will be issued at any time after we have received~~ ~~approval of the transaction from our stockholders as required by Nasdaq Listing Rule 5635.~~ At any time, a selling stockholder may submit a conversion notice indicated its intent to convert its Note. However, the Company may not issue any shares of its Common Stock upon such conversion to the extent such issuance (when aggregate with all other applicable issuances) would exceed 19.99% of the Company’s issued and outstanding Common Stock, until after the Company has received approval from NASDAQ and holders of its Common Stock, in order to remain compliant with NASDAQ Listing Rule 5635. The number of shares of Common Stock issuable upon a conversion shall be determined by the quotient obtained by dividing the outstanding principal amount of such holder's Note to be converted by the conversion price. We are also prohibited from effecting a conversion of any Note to the extent that, as a result of any such exercise, the holder would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of such Note . Warrant.

Except as otherwise provided in the Note, we may not prepay or redeem the Note in whole or in part without the prior written consent of the holder, and to the extent we agree with other holders to prepay or redeem other Notes in whole or in part, we shall offer such prepayment or redemption of the Note on a pro rata basis on the same terms and conditions.

If we, at any time while the Note is outstanding: (i) pay a stock dividend or otherwise make a distribution or distributions payable in shares of Common Stock or any Common Stock equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of the Notes), (ii) subdivide outstanding shares of Common Stock into a larger number of shares, (iii) combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issue, in the event of a reclassification of shares of the Common Stock, any shares of capital stock, then the conversion price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.

Holders of the Notes shall be entitled to receive, and we shall pay, cumulative interest on the outstanding principal amount of the Note at the annual rate of two (2%) percent (all subject to increase as set forth in the Note), payable on the maturity date of September 16, 2018 in cash or shares issuable in lieu of the cash payment of interest on the Notes in accordance with the terms of the Notes. Interest on the Notes shall be calculated on the basis of a 360-day year and the actual number of days elapsed. Payments made in connection with the Notes shall be applied first to amounts due thereunder other than principal and interest, thereafter to interest and finally to principal. Conversion privileges set forth in the Notes shall remain in full force and effect immediately from the date thereof and until the Note is paid in full.

We agreed to file a preliminary proxy statement for a special meeting of our stockholders, which preliminary proxy statement was filed on April 28, 2017, in order to submit to our stockholders a proposal to approve an amendment to our Articles of Incorporation authorizing the creation of 15,000,000 shares of "blank check" preferred stock and, thereafter, we shall designate shares of preferred stock as "Series A Preferred Stock" by filing a Certificate of Designations, Preferences and Rights of 0% Series A Convertible Preferred Stock with the Secretary of State. On the Filing Date, the Notes shall automatically, and without any further action on the part of the holders, be exchanged for shares of Series A Preferred Stock based on a ratio of $1.00 of stated value of Series A Preferred Stock for each $1.00 of the then outstanding principal amount plus any accrued but unpaid interest thereon, pursuant to Section 3(a)(9) of the Securities Act. The Notes and warrants issued to each investor are being held in escrow pending the satisfaction of certain release conditions.

As of the date hereof, the Notes and proceeds from the Notes remain in escrow. During this time, the selling stockholders are at market risk inasmuch as the price of the Company’s Common Stock may fall below the purchase price of the Notes on or before such securities are released from escrow, if at all. The Notes and corresponding proceeds would be released upon the execution of definitive documents for a Qualified Transaction (as defined in the securities purchase agreement). The selling stockholders are not irrevocably bound to receive the Notes as a Qualified Transaction may never be consummated. In the event the Company fails to execute such definitive documents within the proscribed time period, the Lead Investor has the right to waive such requirement and may approve the release of escrow in writing. The selling stockholders (other than the Lead Investor) do not have the ability to determine satisfaction of the escrow release .

~~Anti-Takeover Effects of Certain Provisions of our Articles of Incorporation, Bylaws and the Colorado Revised Statutes ("CRS")~~

Certain provisions of our Articles of Incorporation and Bylaws, which are summarized in the following paragraphs, may have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Articles of Incorporation and Bylaws and Colorado law, as applicable, among other things:

●	~~provide the board of directors with the ability to alter the Bylaws without stockholder approval;~~

●	~~place limitations on the removal of directors; and~~

●	~~provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.~~

These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with our board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause our market price of our Common Stock to decline .

~~Limitations on Liability, Indemnification of Officers and Directors and Insurance~~

Our Articles of Incorporation and Bylaws require us to indemnify any person entitled to indemnity under the CRS, as it currently exists or may be amended, to the fullest extent permitted by the CRS, and, to the maximum extent permitted by the CRS, purchase and maintain insurance providing such indemnification.

Our Bylaws specifically sets forth that we shall indemnify any proper person against reasonably incurred expenses (including attorneys' fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if it is determined that he conducted himself in good faith and that he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation's best interests, or (ii) in all other cases (except criminal cases), that his conduct was at least not opposed to the corporation's best interests, or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. Official capacity means, when used with respect to a director, the office of director and, when used with respect to any other proper person, the office in a corporation held by the officer or the employment, fiduciary or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation.

~~Authorized but Unissued Shares~~

Our authorized but unissued shares of Common Stock will be available for future issuance without your approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Corporate Stock Transfer, Inc., Denver, Colorado.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed upon for us by counsel. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated balance sheet of Riot Blockchain, Inc., (formerly - Bioptix, Inc.) and Subsidiary, as of December 31, 2016, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein by reference, which report includes an explanatory paragraph relating to auditing the adjustments to the 2015 financial statements to retrospectively reflect the reverse stock split. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

The audited financial statements, incorporated herein by reference, for the year ended December 31, 2015 have been audited by GHP Horwath, P.C. ("GHP"), independent registered public accounting firm, for the period and to the extent set forth in their report. Their report includes an explanatory paragraph relating to the effects of the adjustments to retroactively apply the impact of the reverse stock split to the December 31, 2015 financial statements. Such financial statements have been so incorporated in reliance upon the report of such firm given upon the firm's authority as an expert in auditing and accounting.

Effective January 1, 2017, the partners and employees of GHP joined another independent registered public accounting firm. As of January 13, 2017, the client-auditor relationship between us and GHP ceased. On February 3, 2017, our Board of Directors appointed EisnerAmper LLP as our independent registered public accounting ~~firm .~~firm.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC's rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information that is included in the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read, without charge, and copy the documents we file at the SEC's public reference rooms in Washington, D.C. at 100 F Street, NE, Room 1580, Washington, DC 20549, or in New York, New York and Chicago, Illinois. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from the SEC's website at http://~~www.sec.gov~~.www.sec.gov. In addition, we make available on or through our Internet site copies of these reports as soon as reasonably practicable after we electronically file or furnish them to the SEC. Our Internet site can be found at ~~www.venaxis.com~~.www.riotblockchain.com.

INCORPORATION OF DOCUMENTS BY REFERENCE

We have filed a registration statement on Form S-3 with the Securities and Exchange Commission under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The Securities and Exchange Commission permits us to "incorporate by reference" the information contained in documents we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the Securities and Exchange Commission will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the Securities and Exchange Commission, and incorporate by reference in this prospectus:

·	Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 31, 2017 and the Annual ~~Report~~Reports on Form 10-K/A filed on April 27, 2017; and August 15, 2017.

·	Quarterly ~~Report~~Reports on Form 10-Q ~~for the quarterly period ended March 31, 2017~~ filed on May 15, 2017, August 11, 2017 and November 13, 2017;

·	Definitive Proxy ~~Statement~~Statements 14A or A14A filed on July 10, 2017, July 14, 2017 and December 12, 2017; and

Current Reports on Form 8-K or Form 8-K/A (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed on January 6, 2017, January 11, 2017, January 20, 2017, January 20, 2017, February 8, 2017, February 9, 2017, February 9, 2017, March 16, 2017, March 17, 2017, April 7, 2017, April 13, 2017, May 8, 2017, May 18, 2017, May 25, 2017, June 15, 2017, ~~and~~ July 3, ~~2017.~~2017, August 18, 2017, August 23, 2017, September 1, 2017, September 25, 2017, October 4, 2017, October 20, 2017, October 23, 2017, October 25, 2017, October 27, 2017, November 3, 2017, November 16, 2017, November 17, 2017, December 4, 2017, December 12, 2017, December 19, 2017, December 21, 2017, December 27, 2017, January 5, 2018 and January 5, 2018.

We also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the date of the initial registration statement but prior to effectiveness of the registration statement and after the date of this prospectus but prior to the termination of the offering of the securities covered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and Exchange Commission rules.

You may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (303) ~~545-5550~~794-2000 or by writing to us at the following address:

~~Bioptix,~~

Riot Blockchain, Inc.

~~834-F South Perry~~202 6^th Street, Suite ~~443~~401
Castle Rock, CO 80104

(303) 794-2000

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions, all of which shall be borne by the Registrant. All of such fees and expenses, except for the SEC registration fee are estimated:

SEC registration fee $ 2,724
Transfer agent's fees and expenses $ 1,000
Legal fees and expenses $ 10,000
Printing fees and expenses $ 1,000
Accounting fees and expenses $ 7,500
Miscellaneous fees and expenses $ 776

Total $ 23,000

SEC registration fee	$	13,117
Transfer agent's fees and expenses	$	1,000
Legal fees and expenses	$	10,000
Printing fees and expenses	$	1,000
Accounting fees and expenses	$	7,500
Miscellaneous fees and expenses	$	1,383

Total	$	34,000

Item 15. Indemnification of Officers and Directors.

~~Our Articles of Incorporation~~

Nevada Revised Statutes Sections 78.7502 and ~~Bylaws require~~78.751 provide us with the power to indemnify any of our ~~officers,~~ directors ~~employees~~ and ~~agents against reasonably incurred expenses (including legal fees), judgments, penalties, fines and amounts incurred in the settlement of any action, suit~~officers. The director or ~~proceeding if it is determined that such person~~officer must have conducted ~~himself~~himself/herself in good faith and reasonably believe that ~~he reasonably believed (i) in the case of conduct in his official capacity, that his~~his/her conduct was in, ~~our best interest, (ii) in all other cases (except criminal proceedings) that his conduct was at least~~or not opposed to, our best ~~interests,~~interests. In a criminal action, the director, officer, employee or ~~(iii) in the case of any criminal proceeding, that he has~~agent must not have had reasonable cause to believe ~~that his~~his/her conduct was unlawful.

This determination shall be made by a majority vote of directors at a meeting at which a quorum is present, provided however that the quorum can only consist of directors not parties to the proceeding. If a quorum cannot be obtained, the determinationUnder Revised Statutes Section 78.751, advances for expenses may be made by ~~a majority vote~~agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.

Our Articles of ~~a committee~~Incorporation provide that our officers and directors shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the ~~board, consisting~~State of ~~two~~Nevada against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or ~~more~~to be paid in settlement) reasonably incurred or suffered by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding related to their service as an officer or director. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. We must pay the expenses of officers and directors ~~who~~incurred in defending a civil or criminal action, suit or proceeding as they are ~~not parties to the proceeding. Directors who are parties to the proceeding may participate~~incurred and in ~~the designation of members to serve on the committee. If a quorum~~advance of the ~~board~~final disposition of the action, suit or ~~a committee cannot be established,~~proceeding, upon receipt of an undertaking by or on behalf of the ~~determination may be made (i) by independent legal counsel selected~~director or officer to repay the amount if it is ultimately determined by a ~~vote~~court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such directors or officers may have or hereafter acquire.

Our Articles of Incorporation provide that we may adopt bylaws to provide at all times the fullest indemnification permitted by the laws of the ~~board~~State of ~~directors or committee~~Nevada, and may purchase and maintain insurance on behalf of any of officers and directors. The indemnification provided in ~~the manner described in this paragraph or, if~~our Articles of Incorporation shall continue as to a ~~quorum cannot~~person who has ceased to be ~~obtained or~~ a committee cannot be established, by independent legal counsel selected by a majority of the full board (including directors who are parties to the proceeding) or (ii) by a vote of the shareholders. Anydirector, officer, ~~director,~~ employee or agent, ~~may seek court-ordered indemnification from the court conducting the proceeding. The court may then determine whether such person should be entitled to indemnification.~~

~~Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers~~ and ~~controlling persons of us pursuant~~shall inure to the ~~foregoing provisions, or otherwise, we have been advised that in the opinion~~benefit of the ~~Securities~~heirs, executors and ~~Exchange Commission~~administrators of such ~~indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event~~person.

Our Bylaws provide that a ~~claim for indemnification against such liabilities (other than the payment by us of expenses incurred~~director or ~~paid by a director,~~ officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~Section 7−108−402 of the Colorado Business Corporation Act (the "Act") provides, generally, that the Articles of Incorporation may contain a provision eliminating or limiting the~~shall have no personal liability ~~of a director~~ to ~~the corporation~~us or ~~its shareholders~~our stockholders for ~~monetary~~ damages for breach of fiduciary duty as a director or officer, except ~~that any such provision shall not eliminate or limit the liability of a director (i)~~ for ~~any~~damages for breach of ~~the director's~~fiduciary duty ~~of loyalty to the corporation or its shareholders, (ii)~~resulting from (a) acts or omissions ~~not in good faith or~~ which involve intentional misconduct, fraud, or a knowing violation of law, ~~(iii) acts specified~~or (b) the payment of dividends in violation of Nevada Revised Statutes Section 7−108−403 of the Act (unlawful distributions), or (iv) any transaction from which the director directly or indirectly derived an improper personal benefit. Such provision may not eliminate or limit the liability of a director for any act or omission occurring prior to the date on which such provision becomes effective. Our Articles of Incorporation contain such a provision.78.3900.

II-1

Section 7−109−103 of the Act provides, that a corporation organized under Colorado law shall be required to indemnify a person who is or was a director of the corporation or an individual who, while serving as a director of the corporation, is or was serving at the corporation's request as a director, an officer, an agent, an associate, an employee, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or to hold any similar position with, another domestic or foreign corporation or other person or of an employee benefit plan (a "Director") of the corporation and who was wholly successful, on the merits or otherwise, in the defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a "Proceeding"), in which he was a party, against reasonable expenses incurred by him in connection with the Proceeding, unless such indemnity is limited by the corporation's Articles of Incorporation.

Section 7−109−102 of the Act provides, generally, that a corporation may indemnify a person made a party to a Proceeding because the person is or was a Director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, the person's conduct was in the corporation's best interests and, in all other cases, his or her conduct was at least not opposed to the corporation's best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. A corporation may not indemnify a Director in connection with any Proceeding by or in the right of the corporation in which the Director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the Director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the Director was judged liable on the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.

Item 16. Exhibits.

a) Exhibits.

Exhibit Number		Description of Document
	3.1	~~Amended and Restated~~ Articles of Incorporation filed ~~March 30, 2016~~September 20, 2017 (Incorporated by reference from the Registrant's Current Report on Form 8-K, filed ~~March 29, 2016)~~September 25, 2017)
	3.2	~~Articles of Amendment to the Articles of Incorporation filed November 30, 2016~~ Bylaws, effective September 20, 2017 (Incorporated by reference from the Registrant's Current Report on Form 8-K, filed ~~December 2, 2016)~~September 25, 2017)
	~~3.3~~ 5.1	~~Amended and Restated Bylaws, effective March 27, 2008 (Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q, filed May 15, 2008)~~
	5.1*	Opinion of counsel as to the legality of the securities being registered *
	23.1* 23.1	Consent of counsel (included in Exhibit 5.1) *
	23.2	Consent of EisnerAmper LLP *
	23.3	Consent of GHP Horwath, P.C.*
	24.1	Power of Attorney (included on signature pages to the registration statement)

*	~~To be filed by amendment.~~

~~II-2~~

* Filed herewith.

Item 17. Undertakings.

~~(a)~~

~~The undersigned registrant hereby undertakes:~~

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided,, however,, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~II-3~~II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Castle Rock, State of Colorado on the 19^th5th day of ~~July, 2017.~~January, 2018.

		/s/ ~~Michael M. Beeghley~~John R. O'Rourke
		~~Michael M. Beeghley~~John R. O'Rourke
		Chief Executive Officer (Principal Executive Officer)

		/s/ Jeffrey G. McGonegal
		Jeffrey G. McGonegal
		Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

The Registrant and each person whose signature appears below hereby appoint ~~Michael M. Beeghley~~John R. O'Rourke and Jeffrey G. McGonegal as their attorneys-in-fact, with full power of substitution, to execute in their names and on behalf of the Registrant and each such person, individually and in each capacity stated below, one or more amendments (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended and otherwise) to this Registration Statement as the attorney-in-fact acting on the premise shall from time to time deem appropriate and to file any such amendment to this Registration Statement with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date

/s/ ~~Michael M. Beeghley~~John R. O'Rourke	Chief Executive Officer, Director	~~July 19, 2017~~ January 5, 2018
~~Michael M. Beeghley~~ John R. O'Rourke	(Principal Executive Officer)

/s/ Jeffrey G. McGonegal	Chief Financial Officer	~~July 19, 2017~~ January 5, 2018
Jeffrey G. McGonegal	(Principal Financial and Accounting Officer)

/s/ ~~John R. O'Rourke~~Andrew Kaplan	Director	~~July 19, 2017~~
~~John R. O'Rourke~~

~~/s/ Mike Dai~~	~~Director~~	~~July 19, 2017~~
~~Mike Dai~~

~~/s/ Andrew Kaplan~~	~~Director~~	~~July 19, 2017~~ January 5, 2018
Andrew Kaplan

/s/ Eric So	Director	January 5, 2018
Eric So

/s/ Jason Les	Director	January 5, 2018
Jason Les

~~II-4~~

II-3

~~Colorado~~Nevada	84-155337
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Title of each class of securities to be registered	Amount to be Registered(1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price		Amount of registration fee
Common stock, no par value per share		900,000	$	4.16	(2)	$	3,739,500	$	433.41
Common stock, no par value per share, issuable upon conversion of convertible promissory notes (3)		1,957,161	$	4.16	(2)	$	8,132,004	$	942.50
Common stock, no par value per share, issuable upon exercise of warrants		2,800,000	$	4.16	(2)	$	11,634,000	$	1,348.38
TOTAL		5,657,161	$	4.16		$	23,505,504	$	2,724.29	*

Title of each class of securities to be registered	Amount to be Registered(1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price		Amount of registration fee
Common stock, no par value per share		1,646,113	$	24.07	(2)	$	39,514,943	$	4,919.61
Common stock, no par value per share, issuable upon exercise of warrants		1,646,113	$	40.00		$	65,844,520	$	8,197.64

TOTAL		3,292,226		--		$	105,359,463	$	13,117.25

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such additional shares as may hereafter be issued resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. In accordance with Rule 457(c) of the Securities Act of 1933, as amended, the price shown is the average of the high and low sales prices of the Common Stock on ~~April 17, 2017~~January 4, 2018 as reported on The NASDAQ Capital Market.
~~(3)~~	~~Includes shares of Common Stock issuable for accrued interest under the terms of the promissory notes, computed to the maturity date.~~
~~(4)~~	~~Previously Paid.~~

	Page
OUR BUSINESS		1
RISK FACTORS		25
FORWARD-LOOKING STATEMENTS		35
USE OF PROCEEDS		36
SELLING STOCKHOLDERS		46
PLAN OF DISTRIBUTION		810
DESCRIPTION OF CAPITAL STOCK		911
LEGAL MATTERS		12
EXPERTS		12
WHERE YOU CAN FIND MORE INFORMATION		13
INCORPORATION OF DOCUMENTS BY REFERENCE		13

SEC registration fee	$	2,724
Transfer agent's fees and expenses	$	1,000
Legal fees and expenses	$	10,000
Printing fees and expenses	$	1,000
Accounting fees and expenses	$	7,500
Miscellaneous fees and expenses	$	776

Total	$	23,000