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CORRESP
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filename1.htm

June 27, 2019

VIA EDGAR

United States Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Matthew Derby, Esq.

    Re:
    TimeFireVR,
                                         Inc.

        Preliminary
        Information Statement on PRE 14C

        Filed
        May 24, 2019

        File
        No. 000-31587

Dear Mr. Derby:

We
write on behalf of TimefireVR, Inc. (the “Company”) in response to the comment of the Securities and Exchange Commission
in its letter dated June 25, 2019, commenting on the Company’s Preliminary Information Statement on Schedule 14C filed May
24, 2019.

For your convenience, the
Staff’s comment has been restated below in its entirety, with the Company’s response set forth immediately beneath
the comment.

Preliminary Information Statement

General

 1. We note your response to our prior comment regarding the applicability of Note A of Schedule 14A.
Please revise to provide a description of the business acquired and limited financial information, including revenues, net income
(loss), assets, and liabilities.

Response:

The Company proposes to
include the following disclosure in the Schedule 14C:

As previously disclosed, effective May 15,
2019, the Company acquired Red Cat Propware, Inc. (“Red Cat”) in a share exchange agreement (“Agreement”)
with each of the shareholders of Red Cat. As part of the Agreement, the Company acquired all of the issued and outstanding capital
stock of Red Cat, in exchange for our issuance to the Red Cat shareholders of: (i) 236,000,000 shares of our common stock, and
(ii) 2,169,068.0554 shares of our newly-designated Series A Preferred Stock (“Series A”). The Series A is convertible
into the Company’s common stock at a ratio of 10,000 shares of common stock for each share of Series A held, and votes together
with the common stock on an as-converted basis. The Series A will convert automatically to common stock upon the effectiveness
of the reverse split. In the event the reverse stock split was not obtained, the Series A holders would have continued to hold
Series A until such time as a reverse split was obtained.

    3001 PGA Boulevard | Suite 305 | Palm Beach Gardens, Florida 33410

Telephone (561) 686-3307 | Facsimile (561) 686-5442 | www.nasonyeager.com

PALM BEACH GARDENS • BOCA RATON

Securities and Exchange Commission

June 27, 2019

Page 2 of 2

Red Cat offers secure, cloud-based analytics,
storage, and services for drones. Red Cat’s primary product is Black Box by Red Cat (“Black Box”). Black Box
is a blockchain technology that records all information from a drone much like a traditional airliner black box. Black Box is
able to send information directly to the cloud and clone the drone in real time. This information can then be viewed using Red
Cat’s analytics platform with a secure login. Red Cat will utilize blockchain and smart contracts to keep the information
safe and to verify partners.

Red Cat expects that its proprietary software
will be completed in the fourth quarter of calendar 2019. Red Cat commenced developing the software in March 2018 and released
beta versions to pilots in September 2018 and March 2019.

Red Cat has seven full-time and four part-time
employees.

Red Cat has yet to generate any revenue. In
the fiscal year ended April 30, 2019, Red Cat’s unaudited net loss was approximately $809,000. Additionally, as of April
30, 2019, Red Cat had approximately $500,000 of total assets and $10,000 of total liabilities (each of which are unaudited financial
measures). Attached as Annex A to this Information Statement is Red Cat’s unaudited Balance Sheet and Profit and
Loss Statement for the fiscal years ended April 30, 2019 and 2018. These statements have been compiled by the Company and have
not been reviewed nor audited by the Company’s auditors. We can provide shareholders with no assurances that these disclosed
amounts will not be adjusted as a result of the audit currently being conducted by the Company’s auditors. The Company will
be filing the Red Cat audited financials statements and pro forma financial statements on a Form 8-K/A on or before July 26, 2019
as required under the Form 8-K disclosure rules.

Please
feel free to contact me should you require additional information at (561) 644-2222 or my partner, Brian Bernstein, Esq. at (305)
776-0916.

Sincerely yours,

NASON, YEAGER, GERSON,

HARRIS & FUMERO, P.A.

/s/ Michael D. Harris

Michael D. Harris

cc:	       Mr. Jeff Thompson (via email)

Brian S. Bernstein, Esq. (via email)

Annex A

    RED
    CAT PROPWARE

    Balance
    Sheet

    As
    of April 30, 2019

    unaudited

    Total

    As
    of Apr 30, 2019
    As
    of Apr 30, 2018 (PY)

    ASSETS

       Current
    Assets

          Bank
    Accounts

             First
    Bank of PR
      503,437.74
      570,325.74

          Total
    Bank Accounts
    $ 503,437.74
    $ 570,325.74

       Total
    Current Assets
    $ 503,437.74
    $ 570,325.74

    TOTAL
    ASSETS
    $ 503,437.74
    $ 570,325.74

    LIABILITIES
    AND EQUITY

       Liabilities

          Current
    Liabilities

             Accounts
    Payable

                Accounts
    Payable
      4,300.79
      4,300.79

             Total
    Accounts Payable
    $ 4,300.79
    $ 4,300.79

             Other
    Current Liabilities

                10%
    Withheld to Vendors
      55.00

                Due
    to Jeffrey Thompson
      0.00
      -499.45

                Payroll
    Liabilities
      5,815.54
      6,266.02

             Total
    Other Current Liabilities
    $ 5,870.54
    $ 5,766.57

          Total
    Current Liabilities
    $ 10,171.33
    $ 10,067.36

       Total
    Liabilities
    $ 10,171.33
    $ 10,067.36

       Equity

          Additional
    Paid In Capital
      1,372,075.00
      630,000.00

          Capital
    Stock
      102,915.04
      102,915.04

          Retained
    Earnings
      -172,656.66
      -36,302.43

          Net
    Income
      -809,066.97
      -136,354.23

       Total
    Equity
    $ 493,266.41
    $ 560,258.38

    TOTAL
    LIABILITIES AND EQUITY
    $ 503,437.74
    $ 570,325.74

    RED CAT PROPWARE

    Profit and Loss

    May 2018 - April 2019

    unaudited

    Total

    May 2018 - Apr 2019
    May 2017 - Apr 2018 (PY)

    Income

    Total Income

    Gross Profit
    $ 0.00
    $ 0.00

    Expenses

       Advertising and Promotion
      1,477.08

       Automobile Expense
      1,721.62
      342.39

       Bank Service Charges
      924.24
      336.81

       Business Licenses and Permits
      1,400.00
      410.00

       Drone Hardware
      8,499.19
      1,219.38

       Dues and Subscriptions
      3,360.20
      995.00

       Equipment Rental
      1,024.36

       Insurance Expense
      3,197.22
      1,592.28

       Meals and Entertainment
      16,589.79
      4,663.33

       Office Equipment Expenses
      28,807.65
      13,712.44

       Office Expenses
      7,615.80

       Payroll Expenses
      354,436.87
      85,516.22

       Penalties & Late Charges

      110.07

       Postage and Delivery
      115.41
      36.35

       Professional Fees
      262,966.66
      11,757.95

       Rent Expense
      42,299.14
      6,040.00

       Repairs and Maintenance
      9.41

       Taxes
      8.15
      150.00

       Telephone and Internet Expense
      4,674.25
      1,579.34

       Trainning and Seminar Expense
      16,999.00

       Travel Expense
      45,008.24
      6,267.15

       Utilities
      7,932.69
      1,625.52

    Total Expenses
    $ 809,066.97
    $ 136,354.23

    Net Operating Income
    $ 809,066.97
    $ 136,354.23

    Net Income
    $ 809,066.97
    $ 136,354.23