Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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BTCS Labs Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
000000000 (CUSIP Number) |
BRIAN BERNSTEIN, ESQ. 3001 PGA BLVD, STE 305 PALM BEACH GARDENS, FL, 33410 561-686-3307 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Charles W. Allen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
11. Represents outstanding shares of the Issuer's common stock over which the Reporting Person has dispositive and voting control. Based on 500,000 shares of common stock outstanding as of September 30, 2025.
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
BTCS Equity Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
400,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
80 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
11. Represents outstanding shares of the Issuer's common stock over which the Reporting Person has dispositive and voting control. Based on 500,000 shares of common stock outstanding as of September 30, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
BTCS Labs Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
303 W. LANCASTER AVE. #135, WAYNE,
PENNSYLVANIA
, 19087. |
| Item 2. | Identity and Background |
| (a) | This 13D is filed on behalf of Charles Allen and BTCS Equity Partners LLC (together, the "Reporting Persons"). |
| (b) | The principal business address of the Reporting Persons is 303 W. Lancaster Ave. #135, Wayne, PA 19087 |
| (c) | Mr. Allen is the Chief Executive Officer, President, Secretary, Treasurer, and sole director of the Issuer. BTCS Equity Partner LLC is an entity controlled by Mr. Allen. |
| (d) | During the past five years the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor were the Reporting Persons a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the past five years the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor were the Reporting Persons a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Allen is a citizen of the United States. Equity Partner LLC was organized in the State of Wyoming. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On September 22, 2025, Charles Allen purchased 100,000 shares of the Issuer's common stock for an aggregate purchase price of $10,000. On September 29, 2025, BTCS Equity Partners LLC, an entity over which Mr. Allen exercises voting and dispositive control, purchased 400,000 shares of the Issuer's common stock for an aggregate purchase price of $40,000. Together, these purchases represented 100% of our 500,000 issued and outstanding shares of common stock as of that date. As a result of these purchases, Mr. Allen currently controls all of the voting power of our capital stock, both directly and through his control of BTCS Equity Partners LLC. | |
| Item 4. | Purpose of Transaction |
Mr. Allen is the Chief Executive Officer, President, Secretary, Treasurer, and sole director of the Issuer. He acquired all of his securities with the purpose of exercising control. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Allen is the beneficial owner of 500,000 shares of the Issuer's common stock representing 100% of the shares outstanding of the Issuer, including (i) 100,000 shares of the Issuer's common stock held directly and (ii) 400,000 shares of the Issuer's common stock held by BTCS Equity Partners LLC. BTCS Equity Partners LLC is controlled by Mr. Allen. Mr. Allen may be deemed the beneficial owner of the shares of common stock held by BTCS Equity Partners LLC. Mr. Allen disclaims beneficial ownership of the securities held by BTCS Equity Partners LLC except to the extent of any pecuniary interest therein. The beneficial ownership percentages disclosed are based on 500,000 shares of common stock outstanding as of September 30, 2025. |
| (b) | The Reporting Persons have the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Persons. |
| (c) | Except as described in this Schedule 13D under Item 3 above, the Reporting Persons did not engage in any transactions in shares of the Company's common stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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