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TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

June 6, 2018

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:
Folake Ayoola

Re: TimefireVR Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 5, 2018

File No. 000-31587

Dear Mr. Ayoola:

The following responses
address the comments of the Staff (the “Staff”) as set forth in its letter dated March 26, 2018 (the “Comment
Letter”) relating to TimefireVR Inc. (the “Company”)’s Preliminary Schedule 14A (the “Proxy”)
filed on March 5, 2018. The Company is simultaneously filing an Amended Schedule 14A to the Proxy (the “Amendment”)
which includes additional shareholder proposals to be voted on at an annual meeting of the Company’s shareholders with this
response letter.

For your convenience, each
of the Staff’s comments have been restated below in their entirety, with the Company’s response set forth immediately
beneath such comment.

The numbers of the responses
in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.

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.

Response: The Amendment
contains an updated beneficial ownership table calculated as of June 4, 2018.

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

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

a. Please describe the factors you
considered in determining to transition into the cryptocurrency and blockchain industry. In doing so, please discuss 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.

Response: As discussed in Proposal
4 of the Amendment, the Company was unable to continue its virtual reality business and sold its subsidiary, Timefire LLC (“TLLC”)
in order to enter a new line of business. After reviewing the price of Bitcoin and other cryptocurrencies at the end of fiscal
year 2017, the Company determined that the cryptocurrency business had the potential to produce future business opportunities and
value for the Company’s shareholders. The risks we face in implementing our current business plan are detailed in the Risk
Factors which are part of Item 7 to the Company’s annual report on Form 10-K for the year ended December 31, 2017 (the “Form
10-K”) filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2018. The Risk Factors
were voluntarily included in order to alert investors as to the high degree of risk.

The Company is engaged in cryptocurrency
mining and plans to evaluate and enter into other cryptocurrency opportunities subject to the Company’s ability to continue
to raise capital. In order to enter into the cryptocurrency business, the Company’s Form 10-K, wherein the Company consolidated
previously issued preferred stock, convertible notes, and warrants into a new series of preferred stock (the “Series E”),
sold new convertible notes and warrants and extended the due date of remaining Convertible Notes, as disclosed in the Form 10-K.

The Company has hired an Advisor which
is providing the Company with insight into opportunities in the cryptocurrency industry and providing a part-time software engineer
to spearhead the Company’s bitcoin mining. The Advisor has extensive experience and personal contacts in the cryptocurrency
and blockchain businesses which we believe will assist us in entering into new business. The Company’s agreement with the
Advisor is described in further detail on page four of the Form 10-K under the section entitled “Summary of Recent Developments.”

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

Response: As publicly announced, in
April the Company purchased bitcoin mining equipment which upon delivery was installed in a mining facility in Brooklyn, NY. Upon
delivery, the Company commenced mining of bitcoins. More recently, the Company purchased additional computer servers which will
permit the Company to diversity its mining opportunities and expects to be mining by June 15th with new mining equipment. Based
upon its initial experience, the Company is exploring moving its mining operations to a location where its costs including power
are less.

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Meanwhile, the very low price of the
Company stock price has been an obstacle to the Company acquiring any other businesses since its capital stock is its primary currency.

The challenges faced by the Company
are detailed in the Risk Factors of our Form 10-K and the last sentence of the above paragraph.

c. We refer to your press release
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, and 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 disclose whether 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.

Response: We terminated discussions
with Cryptogram, LLC, and have made updates to the Amendment accordingly.

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

Response: Our Chief Executive Officer,
Jonathan Read, serves as a member of the Board of Directors of BTCS, Inc., a company engaged in a digital asset-related business.

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 purchased 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 affiliates with respect to:

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

its network,

• its promotional activities
as those activities relate to the use of its respective

network,

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• its holdings of Ether, and

• its trading of Ether.

Response: The Company sold all of its
Ether in May and June 2018 and purchased Bitcoin. Accordingly, the Company no longer holds any Ether. A detailed analyses of whether
we believe Bitcoin and Ether constitute securities is attached as Exhibit A, hereto.

b. Also, please 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 determination is based.

Response: The Company does not intend
to acquire digital assets other than Bitcoin and Ether. As discussed in Exhibit A, attached hereto, the Company believes
that neither Bitcoin nor Either are securities. As such, the Company does not intend to register an investment company under the
Investment Company Act of 1940 (the “1940 Act”).

Nevertheless, the Company recognizes
the risk that the cryptocurrency it holds may be deemed to constitute a security. As such, the Company does not intend to acquire
securities in sufficient quantities which would cause the Company to be required to register under the 1940 Act.

Section 3(a)(1) of the Investment Company
Act of 1940 (the “1940 Act”) provides that an investment company is an issuer that:

(A) is or holds
itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in
securities… (C) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading
in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such
issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.[1]

The Company does not believe that it
would be considered an Investment Company under 3(a)(1)(C) of the 1940 Act because the Company will not own or propose to acquire
securities having a value exceeding 40 per centum of the value of the Company’s total assets. The Company recognizes that
some types of cryptocurrency may be securities and does not intend to acquire securities, in the form of cryptocurrency, which
exceed 40 per centum of the value of the Company’s total assets, exclusive of cash or government securities.

___________________________

115
U.S.C. § 80a-3

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The Company does not holds itself out
as being engaged primarily, or proposing to engage primarily, in the business of investing, reinvesting, or trading in securities.
In SEC v. Fifth Ave. Coach Lines, Inc., the Second Circuit placed emphasis on the word primarily,
stating that “whether a company is engaged primarily in the business of investing,
its total activities of all sorts must be considered.”[2]
In SEC v. National Presto Industries, the Seventh Circuit found that “what matter are the company's history,
the way the company represents itself to the investing public today, the activities of its officers and directors, the nature of
its assets, and the sources of its income…. More important ... [is whether] the nature of the assets and income of the company,
disclosed in the annual reports filed with the Commission and in reports sent to stockholders, was such as to lead investors
to believe that the principal activity of the company was trading and investing in securities.”[3]

The Company
does not engage and does not intend to engage primarily in the business of investing in securities but rather in mining cryptocurrency
including bitcoin which is a virtual currency. The Company’s acquisition of cryptocurrencies
which may be securities will be carefully limited to avoid the 40% limit.

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 describe
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 hold digital assets
for appreciation or whether you intend to exchange them for other assets. Please describe the risks of holding digital assets including
price volatility and liquidity risks as well as risks related to the fragmentation, potential for manipulation and the general
lack of regulation underlying those digital assets.

Response: The only digital asset we
currently hold is Bitcoin. We do not intend to acquire any digital assets other than Bitcoin and Ether except incidental to our
mining activities. Our plan is to sell such cryptocurrencies as we earn them. Due to the value of our mining equipment, we do not
think that we will come close to the 40% test. Exhibit A to this response letter contains our analysis detailing why we
believe that neither Either nor Bitcoin constitute securities.

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.

___________________________

2
SEC v. Fifth Ave. Coach Lines, Inc., 289 F. Supp. 3, 28 (S.D.N.Y. 1968), aff'd, 435
F.2d 510 (2d Cir. 1970).

3
SEC v. Nat'l Presto Indus., Inc., 486 F.3d 305, 312–15 (7th Cir. 2007); citing In
re Tonopah Mining Co., 26 S.E.C. 426, 430 (1947).

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Response: We do not intend to act as
a custodian of digital assets.

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
that, 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
the 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.

Response: The Company has already filed
audited financial statements substantially similar to the requested TLLC financials. The only business conducted by the Company
through the sale of TLLC was through TLLC and the only difference between the financial statements filed for the Company’s
year ended December 31, 2017 and new financials for TLLC would be adjustments for non-cash income and goodwill and public company
costs.

Under Rule SEC Rule 3-13 the Commission
may permit the omission of one or more financial
statements upon written request by the issuer where the financial statements are not necessary for the protection of investors.

The Commission’s Office of General
Counsel and Chief Accountant have been allowing auditing exemptions to public issuers when an issuer is unable to get an audit
and issuers are encouraged to get exemptions for immaterial accounting measures. Further, Commission Clayton has noted that “There
are circumstances in which the Commission’s reporting rules may require publicly traded companies to make disclosures that
are burdensome to generate, but may not be material to the total mix of information available to investors.  Under Rule 3-13
of Regulation S-X, issuers can request modifications to their financial reporting requirements in these situations.”[4]
This case appears to be analogous as the financial statements requested would be substantially similar to those already available
to investors. The additional costs of TLLC audits cannot be justified as being in the public
interest or for the protection of investors.

___________________________

4  SEC Chairman Jay Clayton, Remarks at the Economic Club of New York, July 12, 2017, available at: https://www.sec.gov/news/speech/remarks-economic-club-new-york.

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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 noncompliance.

Response: On January 3, 2018, the Company
effected the sale of TLLC to a group of buyers. The Company’s business model in the virtual reality business was not successful
and the Company was unable