SecProbe.io

Mail Stop 4561
March 2 6, 2018

Jonathan Read
Chief Executive Officer
TimefireVR Inc.
7150 E. Camelback Rd.
Suite 444
Scottsdale , AZ 85251

Re: TimefireVR Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 5, 2018
File No. 000-31587

Dear Mr. Read :

We have limited our review of your filing to those issues we have addressed in our
comments.   In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circum stances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

What is the beneficial ownership of the Company?

1. Please revise the beneficial ownership table to include the ownership percentages and the
total shares outstanding for the most recent  date practicable.

Proposal 1: Approval of Articles of Amendment to our Articles of Incorporation to Change the
Company’s Name to Teraforge Ventures Inc.

Reasons for the Amendment

2. You state that you are principally engaged in the acquisition and sale of cryptocurrencies
and businesses in the blockchain industry.

Jonathan Read
TimefireVR Inc.
March  26, 2018
Page 2

 a. Please describe the factors you considered in determining to transition into the
cryptocurr ency and blockchain industry.  In doing so, please d iscuss the material
aspects of your business plan, the funding you will require to implement your
business plan  and the risks you face in implementing it.

b. Please provide a description of your business strategy with respect to the
blockchain business and d iscuss the challenges related to  implementing your
business  strategy.

c. We refer to your press rel ease dated March 7, 2018 , where you announced the
signing of a letter of intent with Cryptogram, LLC to make a strategic investment
and acquire a license in cryptocurrency data analytics, portfolio management,
trading platform, a nd information sharing terminal .  Please explain how you
expect this investment to impact your primary operations .  In addition, please
disclose whether you intend to acquire and sell digital assets, such as
cryptocurrencies , through Cryptogram .  Finally, please d isclose whethe r
Cryptogram is registered under the Securities Exchange Act of 1934, as amended,
as a national securities  exchange , an alternative trading system or a broker -dealer.

d. To the extent you and/or your directors and officers are affiliated with other
digital asset -related businesses, please disclose  such affiliations .

3. In your January 4, 2018 Form 8 -K, you reported that you purchased Ether, the digital
asset offered by the Ethereum Network, and that this purchase is your first material
digital asset purchase.

a. Please provide a detailed analysis explaining whether you believe the purcha sed
Ether are securities as defined in Section 2(a)(1) of the Securities Act.   For
example , please provide us with an in depth analysis of the method by which
Ether  is distributed, including how, to whom and when it is distributed.  Please
also include in your response an in depth analysis of the activities and operations
of the Ethereum Foundation  and any of its  respective aff iliates with respect to :

• its efforts in or oversight of developing, improving, operating and maintaining
its network,

• its promotio nal activities as those activi ties relate to the use of its respective
network,

• its holdings of Ether , and

• its trading of Ether .

Jonathan Read
TimefireVR Inc.
March  26, 2018
Page 3

 b. Also, p lease explain whether you are or intend to register as an investment
company under the Investment Company Act of 1940. If not, please tell us what
exemption from the Investment Company Act of 1940 you are relying on and
provide us with a detailed legal analysis supporting your conclusion that the
exemption is available to you.   Include all facts upon which your deter mination is
based.

4. To the extent you intend to purchase and hold additional digital assets, address
substantive differences, if any, between each form of digital asset you might hold and
whether you believe each is a security as defined by Section 2(a)(1)  of the Securities Act
of 1933 , as amended .  Please d escribe the process and framework you will use to
determine which digital assets to add to your portfolio, and discuss any investment
parameters, strategies or criteria you intend to use in making the decisions to sell.  Please
disclose whether you will ho ld digital assets for appreciation or  whether you intend to
exchange them for other assets.   Please d escribe the risks of holding digital assets
including price volatility and liquidity risks as well as risks related to the fragmentation,
potential for man ipulation and the general lack of regulation underlying those digital
assets.

5. If you intend to act as a custodian of digital assets, please tell us whether you intend to
register as a custodian with state or federal regulators and describe the nature of  any such
registration.

Proposal 2: Ratification of the Sale of the Company’s Subsidiary

6. You state that under Nevada law, the sale of substantially all assets of the business
requires approval by the shareholders prior to effecting the sale. We note tha t, on January
3, 2018, you effected the sale of TLLC. Please revise to provide the information required
by Item 14 of Schedule 14A, including all information required by Items 14(b), (c)(1) and
(c)(2). This includes your audited financial statements for th e two most recent fiscal years
plus unaudited interim periods.   Please also provide audited or unaudited financial
statements of the business that was disposed for the same periods or tell us why you
believe such financial information is not material.   For guidance, please refer to Note A
to Schedule 14A, Item 14 of Schedule 14A, and Section H.6. of our July 2001 Interim
Supplement to Publicly Available Telephone Interpretations.

7. We note that you did not file a proxy statement or information statement prior to the sale
of substantially all of your assets, TLLC. Please provide material risks related to non -
compliance.

8. You indicate that the sale of TLLC was to four buyers who, at the time of the sale, had a
majority of voting power in the company. Please revise to identify the four buyers and
provide material risks related to conflicts of interest arising from the related party
transaction.

Jonathan Read
TimefireVR Inc.
March  26, 2018
Page 4

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  Please  contact Edwin Kim, Attorney -Advisor,  at (202) 551 -3297 or me at
(202) 551 -3673  with any questions.

Sincerely,

 /s/ Folake Ayoola

Folake Ayoola
Special Counsel
Office of Information Technologies
and Services

cc:  Michael Harris, Esq.
 Nason, Yeager, Gerson, White & Lioce, P.A.