SecProbe.io

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 Red Cat Holdings, Inc.

 15 Ave. Munoz Rivera Ste. 2200

 San Juan, PR 00901

 September 16, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Red Cat Holdings, Inc.
 Registration Statement on Form S-3
 Filed September 15, 2025
 (File No. 333-290259)

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Red Cat Holdings, Inc.
(the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:05 p.m., Eastern Standard Time, on September 17, 2025, or as soon thereafter as possible. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Please notify Alexander M.
Schwartz of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (312) 499-6369 as soon as possible as to the
time the registration statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 RED CAT HOLDINGS, INC.

 By:
 /s/ Jeffrey M. Thompson

 Name:
 Jeffrey M. Thompson

 Title:
 Chief Executive Officer

 cc: Alexander M. Schwartz , Sheppard, Mullin,
Richter & Hampton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Jeffrey M. Thompson
Chief Executive Officer
Red Cat Holdings, Inc.
15 Ave. Munoz Rivera, Ste. 2200
San Juan, PR 00901

 Re: Red Cat Holdings, Inc.
 Draft Registration Statement on Form S-3
 Submitted June 10, 2025
 CIK No. 0000748268
Dear Jeffrey M. Thompson:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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 Mitchell Austin at 202-551-3574 or Jan Woo at
202-551-3453 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: John Tishler
</TEXT>
</DOCUMENT>

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 VIA EDGAR

 April 21, 2025

 THE UNITED STATES SECURITIES

 AND EXCHANGE COMMISSION

 Division of Corporation Finance

 Washington, D.C. 20549

 Re:

 Red Cat Holdings, Inc.
 Amended Registration Statement on Form
 S-3
 Filed April 21, 2025
 File No. 333-285669

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Red Cat Holdings, Inc. (the "Company") hereby requests acceleration of the effective date of its Registration
Statement on Form S-3 to 5:00 p.m. Eastern Daylight Time on April 23, 2025, or as soon thereafter as is practicable.

 The Company acknowledges the following:

 Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

 The Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Red Cat Holdings, Inc.

 By:	 /s/
Jeffrey M. Thompson

 Jeffrey
M. Thompson

 President
and CEO

CORRESP
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 VIA EDGAR

 March 19, 2025

 THE UNITED STATES SECURITIES

 AND EXCHANGE COMMISSION

 Division of Corporation Finance

 Washington, D.C. 20549

 Re:

 Red Cat Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 10, 2025
 File No. 333-285669

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence
via EDGAR on March 18, 2025, in which the undersigned registrant, Red Cat Holdings, Inc., a Nevada corporation (the " Company "),
requested acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1 (the " Registration
Statement ") to 5:00 p.m. Eastern Daylight Time on March 20, 2025, or as soon thereafter as practicable (the " Effective
Time "), in accordance with Rule 461 under the Securities Act of 1933, as amended.

 The Company is no longer requesting that the Registration
Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date
until further notice from the Company.

 Red Cat Holdings, Inc.

 By: 	 /s/
Jeffrey M. Thompson

 Jeffrey
M. Thompson

 President
and CEO

CORRESP
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 VIA EDGAR

 March 18, 2025

 THE UNITED STATES SECURITIES

 AND EXCHANGE COMMISSION

 Division of Corporation Finance

 Washington, D.C. 20549

 Re:

 Red Cat Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 10, 2025
 File No. 333-285669

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Red Cat Holdings, Inc. (the "Company") hereby requests acceleration of the effective date of its Registration
Statement on Form S-3 to 5:00 p.m. Eastern Daylight Time on March 20, 2025, or as soon thereafter as is practicable.

 The Company acknowledges the following:

 Should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

 The Company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Red Cat Holdings, Inc.

 By:	 /s/
Jeffrey M. Thompson

 Jeffrey
M. Thompson

 President
and CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

Jeffrey Thompson
Chief Executive Officer
Red Cat Holdings, Inc.
15 Ave. Munoz Rivera, Ste. 2200
San Juan, PR 00901

 Re: Red Cat Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 10, 2025
 File No. 333-285669
Dear Jeffrey Thompson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Mariam Mansaray at 202-551-6356 or Jeff Kauten at
202-551-3447
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Joe Laxague, Esq.
</TEXT>
</DOCUMENT>

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VIA EDGAR

December 9, 2024

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporation Finance

Washington, D.C. 20549

    Re:

    Red Cat Holdings, Inc.

    Amended Registration Statement on Form S-3

    Filed December 5, 2024

    File No. 333-283242

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Red Cat Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of its Amended Registration
Statement on Form S-3 to 5:00 p.m. Eastern Standard Time on December 11, 2024, or as soon thereafter as is practicable.

The Company acknowledges the following:

Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

The Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Red Cat Holdings, Inc.

  By:
  /s/ Jeffrey M. Thompson

  Jeffrey M. Thompson

  President and CEO

November 21, 2024
Jeffrey M. Thompson
Chief Executive Officer
Red Cat Holdings, Inc.
15 Ave. Munoz Rivera, Ste. 2200
San Juan, PR 00901
Re:Red Cat Holdings, Inc.
Registration Statement on Form S-3
Filed November 14, 2024
File No. 333-283242
Dear Jeffrey M. Thompson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453  with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Joe Laxague, Esq.

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VIA EDGAR

June 6, 2022

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporation Finance

Washington, D.C. 20549

    Re:

    Red Cat Holdings, Inc.

    Amended Registration Statement on Form S-3

    Filed June 2, 2022

    File No. 333-264768

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Red Cat Holdings, Inc. (the “Company”) hereby requests acceleration of the
effective date of its Amended Registration Statement on Form S-3 to 9:00 a.m. Eastern Daylight Time on June 8, 2022, or as soon thereafter
as is practicable.

The Company acknowledges
the following:

Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

The Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Red Cat Holdings, Inc.

  By:
  /s/Jeffrey M. Thompson

  Jeffrey M. Thompson

  President and CEO

CORRESP
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VIA EDGAR

June 2, 2022

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

Attn:	Anna Abramson

    Re:

    Red Cat Holdings, Inc.

    Registration Statement on Form S-3

    Filed May 6, 2022

    File No. 333-264768

Dear Ms. Abramson:

We write on behalf of Red Cat Holdings, Inc. (the
“Company”) in response to comments by the United States Securities and Exchange Commission (the “Commission”)
in its letter dated May 20, 2022, commenting on the Company’s Registration Statement on Form S-3 filed May 6, 2022 (the “Registration
Statement”).

Titling and paragraph numbering of the comments listed
below corresponds to the titling and numbering used in the Commission’s comment letter.

Registration Statement on Form S-3

Risk Factors, page 8

1.
We note the disclosure in your Form 8-K filed May 5, 2022 that you received
notice from the Nasdaq that you are not currently in compliance with its rules for continued listing. Please disclose the risks related
to this notice and the risks of a potential delisting both in this registration statement and in future filings.

Response: In response to this comment,
the Company has amended the Registration Statement to include a risk factor regarding the notice from Nasdaq and the attendant risks of
a potential delisting. This risk factor will be disclosed where appropriate in any future filings until the issue is resolved.

2.
We note that your forum selection provision identifies a state or federal
court located within Washoe County, Nevada as the exclusive forum for certain litigation, including any “derivative action.”
Please disclose whether or not this provision applies to actions arising under either the Securities Act or Exchange Act. If so, please
also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims,
please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Response: In response to this comment,
the Company has amended the Registration Statement to include a risk factor regarding the potential unenforceability of the forum selection
clause in its articles of incorporation, and to address the related matters discussed in this comment.

Selling Shareholders, page 8

3.
Update the Selling Shareholders table to reflect the percentage of the
class to be owned by each security holder after completion of the offering. Refer to Item 507 of Regulation SK.

Response: In response to this comment,
the Company has amended the Registration Statement to add a column indicating the percentage of the Company’s common stock to be
owned by each selling shareholder after completion of the offering.

Incorporation of Certain Documents by Reference,
page 12

4.
We note that you incorporate by reference into the prospectus specified
reports. Please provide the hyperlinks required by rule 411(d) of the Securities Act.

Response: In response to this comment,
the Company has amended the Registration Statement to add a hyperlink to each prior SEC filing that has been incorporated by reference.

5.
Please revise to make clear that you incorporate by reference all of your
Exchange Act filings after the date of the initial registration statement and prior to effectiveness. For guidance, refer to Question
123.05 of the Securities Act Forms Compliance and Disclosure Interpretations.

Response: In response to this comment,
the Company has amended the Registration Statement to make the clarification requested by this comment.

Item 16. Exhibits and Financial Statement
Schedules, page 14

6.
Please provide an active hyperlink directly to each exhibit. Refer to Item
601(a)(2) of Regulation S-K.

Response: In response to this comment,
the Company has amended the Registration Statement to provide a hyperlink to each exhibit on the exhibit table.

7.
We note that the legality opinion refers to Form S-1. Please update the
opinion to refer to the correct form type.

Response: In response to this comment,
the Company has filed a revised legality opinion as new Exhibit 5.1 to the registration statement.

General

8.
With regard to the acquisition of Teal Drones, please add disclosure about
the consideration payable upon achievement of certain milestones. We note that the earn-out consideration may result in the Company issuing
additional shares of common stock depending on revenue targets. Consider whether an update on these milestones or risk factor disclosure
about potential dilution are warranted.

Response: In response to this comment,
the Company has amended the Registration Statement to to: (1) provide on update on Teal’s progress toward the revenue milestones,
(2) provide an illustration of the potential additional stock issuances which would be required upon achievement of each milestone using
a typical recent market price, and (3) add a new risk factor on the potential dilution which could be faced by existing shareholders.

Please
feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.

THE CRONE
LAW GROUP, P.C.

By:	/s/
Joe Laxague

Joe
Laxague, Esq.

United States securities and exchange commission logo
May 20, 2022
Joseph Hernon
Chief Financial Officer
Red Cat Holdings, Inc.
15 Ave. Munoz Rivera Ste 5
San Juan, PR 00901
Re:Red Cat Holdings, Inc.
Registration Statement on Form S-3
Filed May 6, 2022
File No. 333-264768
Dear Mr. Hernon:
            We have limited our review of your registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Risk Factors, page 8
1.We note the disclosure in your Form 8-K filed May 5, 2022 that you received notice from
the Nasdaq that you are not currently in compliance with its rules for continued listing.
Please disclose the risks related to this notice and the risks of a potential delisting both in
this registration statement and in future filings.
2.We note that your forum selection provision identifies a state or federal court located
within Washoe County, Nevada as the exclusive forum for certain litigation, including any
“derivative action.”  Please disclose whether or not this provision applies to actions
arising under either the Securities Act or Exchange Act.  If so, please also state that there
is uncertainty as to whether a court would enforce such provision.  If the provision applies
to Securities Act claims, please also state that investors cannot waive compliance with the

 FirstName LastNameJoseph Hernon
 Comapany NameRed Cat Holdings, Inc.
 May 20, 2022 Page 2
 FirstName LastName
Joseph Hernon
Red Cat Holdings, Inc.
May 20, 2022
Page 2
federal securities laws and the rules and regulations thereunder.  In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.
Selling Shareholders, page 8
3.Update the Selling Shareholders table to reflect the percentage of the class to be owned by
each security holder after completion of the offering. Refer to Item 507 of Regulation S-
K.
Incorporation of Certain Documents by Reference, page 12
4.We note that you incorporate by reference into the prospectus specified reports. Please
provide the hyperlinks required by rule 411(d) of the Securities Act.
5.Please revise to make clear that you incorporate by reference all of your Exchange Act
filings after the date of the initial registration statement and prior to effectiveness.  For
guidance, refer to Question 123.05 of the Securities Act Forms Compliance and
Disclosure Interpretations.
Item 16. Exhibits and Financial Statement Schedules, page 14
6.Please provide an active hyperlink directly to each exhibit. Refer to Item 601(a)(2) of
Regulation S-K.
7.We note that the legality opinion refers to Form S-1. Please update the opinion to refer to
the correct form type.
General
8.With regard to the acquisition of Teal Drones, please add disclosure about the
consideration payable upon achievement of certain milestones. We note that the earn-out
consideration may result in the Company issuing additional shares of common stock
depending on revenue targets.  Consider whether an update on these milestones or risk
factor disclosure about potential dilution are warranted.

 FirstName LastNameJoseph Hernon
 Comapany NameRed Cat Holdings, Inc.
 May 20, 2022 Page 3
 FirstName LastName
Joseph Hernon
Red Cat Holdings, Inc.
May 20, 2022
Page 3
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joe Laxague

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VIA EDGAR

June 11, 2021

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporation Finance

Washington, D.C. 20549

  Re:
  Red Cat Holdings, Inc.

  Amended Registration statement on Form S-3

  File No. 333-256216

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Red Cat Holdings, Inc. (the “Company”) hereby requests acceleration of the
effective date of its Amended Registration Statement on Form S-3 to 4:00 p.m. Eastern Daylight Time on June 14, 2021, or as soon thereafter
as is practicable.

The Company acknowledges
the following:

Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

The Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Red Cat Holdings,
Inc.

  By:
  /s/ Jeffrey M. Thompson

  Jeffrey M. Thompson

  President and CEO

CORRESP
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April 28, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Red Cat Holdings, Inc. (“Company”)

Registration Statement on Form S-1

(File No. 333-253491) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity,
a division of Fordham Financial Management Inc., as representative of the underwriters of the offering, hereby joins the request of the
Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on
Thursday, April 29, 2021, at 5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several
underwriters, wish to advise you that, through April 26, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary
Prospectus dated April 26, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

THINKEQUITY

A Division of Fordham Financial Management, Inc.

By:    /s/   Priyanka
Mahajan

Name: Priyanka Mahajan

Title: Managing Director, Investment
Banking

CORRESP
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VIA EDGAR

April 28, 2021

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporation Finance

Washington, D.C. 20549

    Re:

    Red Cat Holdings, Inc.

    Amended Registration Statement on Form S-1

    File No. 333-253491

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Red Cat Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of its Amended Registration
Statement on Form S-1 to 5:00 p.m. Eastern Daylight Time on April 29, 2021, or as soon thereafter as is practicable.

The Company acknowledges the following:

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

The Company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Red Cat Holdings, Inc.

By:	/s/
Jeffrey M. Thompson

Jeffrey
M. Thompson

President
and CEO

CORRESP
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VIA EDGAR

April 26, 2021

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporation Finance

Washington, D.C. 20549

    Re:

    Red Cat Holdings, Inc.

    Amended Registration Statement on Form S-1

    File No. 333-253491

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Red Cat Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of its Amended Registration
Statement on Form S-1 to 5:00 p.m. Eastern Standard Time on April 28, 2021, or as soon thereafter as is practicable.

The Company acknowledges the following:

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

The Company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Red Cat Holdings, Inc.

By:	/s/
Jeffrey M. Thompson

Jeffrey
M. Thompson

President
and CEO

CORRESP
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April 26, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Red Cat Holdings, Inc. (“Company”)

Registration Statement on Form S-1

(File No. 333-253491) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity,
a division of Fordham Financial Management Inc., as representative of the underwriters of the offering, hereby joins the request of the
Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on
Wednesday, April 28, 2021, at 5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several
underwriters, wish to advise you that, through April 26, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary
Prospectus dated April 8, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

THINKEQUITY

A Division of Fordham Financial Management, Inc.

By:	 /s/   Priyanka Mahajan

Name: Priyanka Mahajan

Title: Managing Director, Investment
Banking

CORRESP
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March 30, 2021

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathleen Krebs

    Re:
    Red Cat Holdings, Inc.

    Registration Statement on Form S-1

    Filed February 25, 2021

    File No. 333-253491

Dear Ms. Krebs:

On behalf of Red Cat Holdings,
Inc., a Nevada corporation (the “Company”), we are herewith filing with the Securities and Exchange Commission (the “Commission”)
Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the "Amendment”) in response to the oral comment
received from the Commission on March 10, 2021, with reference to the Company’s Registration Statement on Form S-1 (File No. 333-253491)
(the “Registration Statement”), filed with the Commission on February 25, 2021. The Registration Statement has also been updated
by Amendment to include unaudited consolidated financial statements for the Company’s nine-month period ended January 31, 2021 and
related information.

In addition to the Amendment,
the Company responds to the Commission's oral comment as follows:

Oral Comment: We
note the Company’s reported acquisition of Rotor Riot, LLC (“Rotor Riot”), effective as of January 23, 2020. Please
advise us whether, if required, at least nine months of Rotor Riot’s operating results are included in the Company’s audited
consolidated financial statements included in the Registration Statement for the year ended April 30, 2020. We further note the Company’s
reported pending acquisition of Sypersonic, Inc. (“Skypersonic”). Please advise us whether separate financial statements for
Skypersonic are required in the Registration Statement. Refer to Rules 8-04 and 8-05 of Regulation S-X under the Securities Act of 1933,
as amended (the “Securities Act”), and Section 2000 of the Commission’s Financial Reporting Manual.

Response: The main
requirements regarding the inclusion of the financial statements of an acquired business in filings of a “smaller reporting company”
are set forth in Rule 8-04 of Regulation S-X. In addition to financial statements, pro forma financial information complying with Rule
8-05 of Regulation S-X must be included when a material acquisition would trigger the need for acquired business financial statements
under Rule 8-04. In order to determine what financial information is required, a company needs to apply three significance tests set forth
under Rule 8-04. These tests include:

    500 Fifth Ave, Suite# 938, New York, NY 10110

9665 Wilshire Boulevard, Suite 895, Beverly Hills, CA 90212

NYC Office: 646.861.7891

CA Office: 818.930.5686

www.cronelawgroup.com

 · The asset test, which compares
the acquirer’s share of the acquired business’s total assets to the acquirer’s consolidated total assets;

 · The investment test, which compares
the purchase price of the acquired business to the acquirer’s consolidated total assets; and

 · The income test, which compares
the acquirer’s equity in the acquired business’s income from continuing operations before income taxes, extraordinary items,
and cumulative effect of a change in accounting principles to the income of the acquirer.

For each test, generally, the acquirer’s and
the target’s most recent annual audited financial statements are used. Several threshold significance levels trigger various financial
statement filing requirements for a “smaller reporting company,” as follows:

 · Below 20% significance level:
If the acquired business does not exceed 20% of any of the three significance criteria, there is no requirement to include audited or
interim financial statements;

 · 20% significance level:
If the acquired business exceeds 20% of any of the three significance criteria, audited financial statements for the most recent fiscal
year of the acquired business must be included and for the latest required unaudited interim period that precedes the acquisition and
the corresponding unaudited interim period of the preceding year; and

 · 40% significance level:
If the acquired business exceeds 40% of any of the three criteria, audited financial statements for the two most recent fiscal years of
the acquired business must be included and for the latest required unaudited interim period that precedes the acquisition and the corresponding
unaudited interim period of the preceding year.

In addition, a significance level of 50% or more triggers
additional requirements for inclusion of the financial statements of a significant business for completed or probable acquisitions in
a registrant’s registration statement.

Rotor Riot Acquisition

The Company’s consummation of the Rotor Riot
acquisition was effective as of January 23, 2020. Following the acquisition, as required under Item 9.01 of Form 8-K, on April 9, 2020,
the Company filed with the Commission: (a) audited financial statements for Rotor Riot for the years ended December 31, 2019 and 2018,
and (b) pro forma unaudited combined statements of operations for the combined companies the fiscal year ended April 30, 2019 and for
the nine months ended January 31, 2020. Subsequently, on August 13, 2020, the Company filed its Annual Report on Form 10-K for the fiscal
year ended April 30, 2020, which included audited consolidated financial statements for the Company and its subsidiaries for the years
ended April 30, 2020 and 2019. The Registration Statement includes those audited consolidated financial statements of the Company.

Under Rule 8-04 of Regulation S-X, and related guidance,
if the acquisition of Rotor Riot was at the 50% significance level under any of the three significance tests, at least nine months of
Rotor Riot’s operating results must be included in the Company’s audited consolidated financial statements included in the
Registration Statement. If not, Rotor Riot’s financials, and applicable proforma information, would need to be separately provided.
The Company has determined that (a) Rotor Riot was at the 50% significance level under the revenue component of the income test, and (b)
nine months of Rotor Riot’s operating results are not included in the Company’s audited consolidated financial statements
included in the Registration Statement. Therefore, the Company has included in the Amendment: (a) audited financial statements for Rotor
Riot for the years ended December 31, 2019 and 2020, and (b) pro forma unaudited combined statements of operations for the combined companies
the fiscal year ended April 30, 2020, and for the nine months ended January 31, 2020.

Skypersonic Acquisition

On February 11, 2021, the Company and Skypersonic
entered into an agreement pursuant to which, subject to the satisfaction of certain closing conditions, the Company will acquire Skypersonic.
The entry into this agreement was reported by the Company in a Form 8-K dated February 11, 2021, filed with the Commission on February
17, 2021. Although the Skypersonic acquisition has not yet closed, under Rule 8-04 of Regulation S-X, and related guidance, if the acquisition
is “probable,” separate financial statements for Skypersonic, and applicable pro forma financial information, may be required
in the Registration Statement under certain circumstances. Here, again, the Company needs to perform the three significance tests to determine
the acquisition’s significance level. If the acquisition of Skypersonic will be at the 50% significance level under any of the three
significance tests, separate financial statements and pro forma financial information for Skypersonic must be separately provided.

The Company has performed the three significance tests
and determined that the acquisition of Skypersonic will not reach the 50% significance level under any of the three significance tests.
Therefore, separate financial statements and pro forma financial information for Skypersonic are not required to be included in the Registration
Statement. Skypersonic does not currently have audited financial statements. Therefore, for the purposes of conducting the significance
tests, the Company compared information in its audited consolidated financial statements for the year ended April 30, 2020, to information
in Skypersonic’s unaudited financial statements for its fiscal year ended December 31, 2020. The results of the three tests were
as follows:

Asset Test

Under the total asset test, the acquirer’s share
of the acquired business’s total assets are compared to the acquirer’s consolidated total assets. As of April 30, 2020, the
Company’s total assets were $2,808,264. As of December 31, 2020, Skypersonic’s total assets were $888,864. Therefore, the
Company’s consolidated total assets, taking into account the acquisition of Skypersonic, are $3,697,128. Skypersonic’s total
assets as of the measurement date only represent 24% of the Company’s consolidated total assets. As a result, under the total asset
test, the Company’s acquisition of Skypersonic does not reach the significance level required to trigger the requirement to include
separate financial statements and pro forma financial information for Skypersonic in the Registration Statement.

Investment Test

Under the investment test, the purchase price of the
acquired business is compared to the acquirer’s consolidated worldwide market value. It is anticipated that, upon consummation of
the acquisition, the Company’s investment in Skypersonic will be $3,500,000. The Company’s total market value, as calculated
as required by the test, was $77,949,200. Therefore, the Company’s investment in Skypersonic only represents 4% of the Company’s
total market value as of the required measurement dates. As a result, under the investment test, the Company’s acquisition of Skypersonic
also does not reach the significance level required to trigger the requirement to include separate financial statements and pro forma
financial information for Skypersonic in the Registration Statement.

Income Test

Under the income test, the acquirer’s equity
in the acquired business’s income from continuing operations before income taxes, extraordinary items, and cumulative effect of
a change in accounting principles is compared to the income of the acquirer. Under the net income component of the test, as of the measurement
dates, the Company’s net loss was $(1,601,931), Skypersonic’s net loss was $(449,739), and the consolidated net loss for the
combined company was $(2,051,670). Therefore, Skypersonc’s net loss only represented 22% of the companies’ combined net loss.
Under the revenue component of the test, as of the measurement dates, the Company’s revenue was $403,940, Skypersonic’s revenue
was $395,965, and the consolidated revenue for the combined company was $799,905. Therefore, Skypersonc’s revenue represented less
than 50% of the companies’ combined revenue. As a result, under the pre-tax income test, the Company’s acquisition of Skypersonic
also does not reach the significance level required to trigger the requirement to include separate financial statements and pro forma
financial information for Skypersonic in the Registration Statement.

The Company and its management
are aware of their responsibility for the accuracy and adequacy of their disclosures in all filings with the Commission, notwithstanding
any review, comments, action or absence of action by the staff.

The Company respectfully submits
the foregoing response to the Commission’s oral comment together with the Amendment. We hope the filing addresses the oral comment
of the Commission. If we can provide any further information or assistance, please do not hesitate to contact Eric C. Mendelson, counsel
to the Company, by telephone, at: (917) 538-1775, or by e-mail, at: emendelson@cronelawgroup, or Joseph Hernon, the Company’s Chief
Financial Officer, by telephone, at: 603-686-4963, or by e-mail, at: joseph@redcat.red.

Sincerely,

/s/ The Crone Law Group, P.C.

The Crone Law Group, P.C.

cc: Joseph Hernon

CORRESP
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RED CAT HOLDINGS, INC.

370 Harbour Drive

Palmas del Mar

Humacao, PR 00791

January 7, 2021

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mitchell Austin, Staff Attorney

Re: Red Cat Holdings, Inc.

Registration Statement on Form S-1
(File Number File No. 333-249776)

Dear Mr. Austin:

In accordance with Rule
461 promulgated under the Securities Act of 1933, as amended (the “Act”), Red Cat Holdings, Inc., a Nevada corporation
(the “Company”), hereby requests that the Registration Statement described above (the “Registration Statement”)
be accelerated so that it will become effective at 9:30  a.m. on January 11, 2021, or as
soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges the following:

·
Should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing.

·
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing.

·
The Company may not assert staff comments or the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions
regarding this matter, please do not hesitate to call Eric Mendelson, Esq., at The Crone Law Group, P.C., counsel for the Company,
at (917) 538-1775, email: emendelson@cronelawgroup.com.

Thank you for your attention
to this matter.

Sincerely,

/s/Joseph Hernon

Joseph Hernon

Chief Financial
Officer

cc: 	Eric Mendelson, Esq.

CORRESP
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December 29, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-5010

Attn: Mitchell Austin, Examiner

 Re: Red Cat Holdings, Inc. (the “Company)

    Amendment No. 2 to Registration on Form S-1

    Filed December 4, 2020

    File No. 333-249776

Dear Mr. Austin:

We hereby submit our response
to comments by the staff of the Securities and Exchange Commission (the “Staff”) in its letter dated December 22, 2020
(the “Comment Letter”) relating to the Company’s Amendment No. 1 to Form S-1 filed on December 4, 2020 (the “Form
S-1/A”). Set forth below are the Company’s responses to the Staff’s comments and are filed in conjunction with
Amendment No. 2 to the Form S-1/A (the “Amended S-1”). For convenience of the Staff, the numbered paragraphs below
correspond to the numbered paragraphs contained in the Comment Letter.

Amendment No. 1 to Registration Statement on
Form S-1 General

 1. We note that your common stock is now quoted on the OTCQB. Please
update your filing to reflect this.

Response:

The Company has included
disclosures related to the quotation of the Company’s common stock on the OTCQB throughout the Amended S-1 and has
eliminated references to the OTCMarkets Pink and removed references to a fixed price offering until such time as the
common stock is quoted on the OTCQB.

The Company has also added an
additional OTCQB risk factor entitled “OTCQB, nominal float and supply and demand factors may affect the price of our stock”.

 2. Please revise to describe the transactions in which the selling stockholders
received their shares of common stock and Series B preferred stock.

Response:

The Company has included additional
disclosure under “Summary of the Offering” which describes the 2019 Share Exchange Agreement with Red Cat Propware,
Inc. and TimeFireVR, Inc. (the previous name used by the Company) including the issuance of Series A convertible preferred stock
and Series B convertible preferred stock underlying the common stock to be sold by certain of the selling stockholders.

The Company has also included
additional disclosure under “Summary of the Offering” concerning the transactions in which the other selling
stockholders acquired their shares of common stock to be sold.

 3. On the cover page, you disclose that this registration statement
will cover up to 1,426,872 shares of common stock issuable upon the conversion of Series B convertible preferred stock. On page
5 of the summary, you disclose this amount as 1,512,206 shares. Please revise to ensure consistency throughout your filing.

Response:

The Company has corrected the
registration statement to indicate that 1,426,872 shares underlying the Series B convertible stock are being registered and
that in total, 4,897,685 shares of common stock are being registered for resale.

Forward-Looking Statements, page 2

 4. On page 8, you disclose that your common stock may be deemed a "penny
stock." As such, please revise to remove references Section 27A of the Securities Act and Section
21E of the Exchange Act. The statutory safe harbors for forward-looking statements provided by these sections are not available
to issuers of penny stocks.

Response:

The Company has revised the
“Cautionary Note Regarding Forward looking Statements” and removed the disclosure with references to Section
27A of the Securities Act and Section 21E of the Exchange Act.

Security Ownership of Certain Beneficial Owners and
Management, page 49

 5. Please revise to provide beneficial ownership disclosure as of the
most recent date practicable and ensure you disclose the beneficial ownership of each person who beneficially owns more than five
percent of your common stock. In this regard, we note your disclosure on page 6 and elsewhere that Greg French beneficially owns
approximately 20% of your common stock.

Response:

The Company has updated
“Security Ownership of Certain Beneficial Owners and Management” as of December 23, 2020 and included therein the
ownership information of 5% stockholders, Gregory French and Brains Riding in Tanks, LLC (Chad Kapper).

The Company hereby acknowledges
the following:

• should the Commission
or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;

• the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company
may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at (401) 648-1839.

	Very
Truly Yours,

		/s/
Joseph Hernon

	Joseph
Hernon

	Chief
Financial Officer

United States securities and exchange commission logo
December 22, 2020
Joseph Hernon
Chief Financial Officer
Red Cat Holdings, Inc.
370 Harbour Drive
Palmas del Mar
Humacao, PR 00791
Re:Red Cat Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 4, 2020
File No. 333-249776
Dear Mr. Hernon:
            We have limited our review of your registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note that your common stock is now quoted on the OTCQB.  Please update your filing
to reflect this.
2.Please revise to describe the transactions in which the selling stockholders received their
shares of common stock and Series B preferred stock.
3.On the cover page, you disclose that this registration statement will cover up to 1,426,872
shares of common stock issuable upon the conversion of Series B convertible preferred
stock.  On page 5 of the summary, you disclose this amount as 1,512,206 shares.  Please
revise to ensure consistency throughout your filing.

 FirstName LastNameJoseph Hernon
 Comapany NameRed Cat Holdings, Inc.
 December 22, 2020 Page 2
 FirstName LastName
Joseph Hernon
Red Cat Holdings, Inc.
December 22, 2020
Page 2
Forward-Looking Statements, page 2
4.On page 8, you disclose that your common stock may be deemed a "penny stock."  As
such, please revise to remove references Section 27A of the Securities Act and Section
21E of the Exchange Act.  The statutory safe harbors for forward-looking statements
provided by these sections are not available to issuers of penny stocks.
Security Ownership of Certain Beneficial Owners and Management, page 49
5.Please revise to provide beneficial ownership disclosure as of the most recent date
practicable and ensure you disclose the beneficial ownership of each person
who beneficially owns more than five percent of your common stock.  In this regard, we
note your disclosure on page 6 and elsewhere that Greg French beneficially owns
approximately 20% of your common stock.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence,
Larry Spirgel, Office Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Eric C. Mendelson, Esq.

United States securities and exchange commission logo
November 2, 2020
Joseph Hernon
Chief Financial Officer
Red Cat Holdings, Inc.
370 Harbour Drive
Palmas del Mar
Humacao, PR 00791
Re:Red Cat Holdings, Inc.
Registration Statement on Form S-1
Filed October 30, 2020
File No. 333-249776
Dear Mr. Hernon:
            Our initial review of your registration statement indicates that it fails in material respects
to comply with the requirements of the Securities Act of 1933, the rules and regulations
thereunder and the requirements of the form.  More specifically, you failed to include the
financial statements and financial information of Fat Shark Holdings, Ltd. required by Rules 8-
04 and 8-05 of Regulation S-X.  Please provide this information with your next amendment.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence,
Larry Spirgel, Office Chief, with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Eric C. Mendelson, Esq.

July 2, 2019
Jeffrey Thompson
Chief Executive Officer
TimeFireVR, Inc.
1607 Ponce de Leon Ave, Suite 407
San Juan, PR 00909
Re:TimeFireVR, Inc.
Preliminary Information Statement on Schedule 14C
Filed May 24, 2019
File No. 000-31587
Dear Mr. Thompson:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Michael Harris, Esq.

CORRESP
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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

June 25, 2019
Jeffrey Thompson
Chief Executive Officer
TimefireVR, Inc.
1607 Ponce de Leon Ave, Suite 407
San Juan, PR 00909
Re:TimefireVR, Inc.
Preliminary Information Statment on Schedule 14C
Filed May 24, 2019
File No. 000-31587
Dear Mr. Thompson:
            We have reviewed your June 13, 2019 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to the comment in
our June 7, 2019 letter.
Preliminary Information Statement on Schedule 14C
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.

 FirstName LastNameJeffrey Thompson
 Comapany NameTimefireVR, Inc.
 June 25, 2019 Page 2
 FirstName LastName
Jeffrey Thompson
TimefireVR, Inc.
June 25, 2019
Page 2
            You may contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Edwin Kim,
Attorney-Advisor, at (202) 551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Joe Lexague, Esq.

CORRESP
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June 12, 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 (the “Commission”) in its
letter dated June 7, 2019, commenting on the Company’s Preliminary Information Statement on Schedule 14C filed May 24, 2019.

Titling and paragraph numbering of the comments
as inserted herein below corresponds to the titling and numbering used in the Commission’s comment letter.

Preliminary Information Statement

General

We note your response to prior comment 1. We further
note that as a post-closing condition, Section 6.01(d) of the Share Exchange Agreement requires the company to have "the
number of issued and outstanding shares of capital stock of the Parent, on a fully-diluted basis...as contemplated by this Agreement."
As such, it appears that the proposed reverse stock split may be a requirement of the Share Exchange Agreement with Red Cat Propware,
Inc. Because your proposed action effectively increases your authorized common stock by means of the reverse split and those shares
are being used for the purposes described in the Share Exchange Agreement, please revise your information statement to provide
all of the information required by Item 14 of Schedule 14A including, if applicable, the financial information required by Item
13 and Item 14.

    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

    Matthew Derby, Esq.

Securities and Exchange Commission

June 12, 2019

Page 2 of 5

Alternatively, please provide us
with a detailed analysis regarding why you believe you are not required to provide some or all of this information. See Item 1
of Schedule 14C and Note A of Schedule 14A.

Response:

As discussed on our call
with the Staff and as disclosed in the Form 8-K/A filed on June 11, 2019, before the 71-day deadline, the Company will be filing
a Form 8-K/A to amend the initial Form 8-K filed on May 16, 2019 (the “Closing 8-K”), to include the financial information
referred to in Item 9.01(a) and (b), relating to the acquisition of Red Cat Propware, Inc. (“RedCat”). As disclosed
in the June 11th Form 8-K/A, RedCat has engaged Ciro E. Adams, CPA, LLC to complete the audit and review of RedCat’s
required financial statements.

Representation and Conditions to Closing

Respectfully, this Comment
misunderstands the meaning and intent of Section 6.01(d) of the Share Exchange Agreement dated May 13, 2019 (the “SEA”).
This subsection of the SEA does not impose any post-closing conditions to the effectiveness of the SEA, but instead imposes a prior
condition to closing. In full, this subsection reads: “At, and immediately after, the Closing, the authorized capitalization,
and the number of issued and outstanding shares of capital stock of the Parent, on a fully-diluted basis, shall be as described
in the Parent SEC Documents, and as contemplated by this Agreement.” This closing condition is a direct reference to the
Company’s representations and warranties in Section 4.03 of the SEA, which sets forth the required capital structure of the
Company on the closing date. The post-closing reference merely parallels the SEA’s requirement on the part of the
Company to issue common and preferred stock as of closing to RedCat’s shareholders.

As referenced in the Staff’s
Comment:

“The number of issued and outstanding
shares of capital stock of the Parent, on a fully-diluted basis...as contemplated by this Agreement” which paraphrases Section
6.01(d), omits the opening portion of Section 6.01 and 6.01(d):

SECTION 6.01. Shareholders and Company
Conditions Precedent. The obligations of the Shareholders and the Company to enter into and complete the Closing is subject,
at the option of the Shareholders and the Company, to the fulfillment on or prior to the Closing Date of the following conditions.
(Emphasis added.)

(d) Post-Closing Capitalization. At,
and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of capital
stock of the Parent, on a fully-diluted basis, shall be as described in the Parent SEC Documents, and as contemplated by this Agreement.
(Emphasis Added.)

    Matthew Derby, Esq.

Securities and Exchange Commission

June 12, 2019

Page 3 of 5

Again the post-closing reference simply gives
effect to what occurs at the closing, it is not tied to the proposed reverse split.

It is clear that these are conditions that
had to be met prior to or immediately at the closing.

Prior to the SEA, and as
disclosed in its prior SEC filings, the Company had various classes of securities issued and outstanding (the “Old Derivative
Securities”). Section 4.03 of the SEA required that the Company have a certain capital structure at the time of the closing.
Section 4.03 goes on to specifically require, “immediately prior to the Closing”: (i) the execution of exchange agreements
for all of the Old Derivative Securities, exchanging such securities for the new Series B Preferred Stock; and (ii) the filing
of Certificates of Withdrawal of the Certificates of Designation for the old classes of preferred stock.

The SEA was executed May
13, 2019, but as disclosed in the Closing 8-K, the SEA did not close until May 15, 2019. During this time between the execution
and the closing of the SEA, the condition imposed by the SEA that the Company have the required capital structure “on or
prior to the Closing Date” was fulfilled by the Company. With these actions, the capital structure of the Company was brought
into conformance with the representations and warranties of the Company given in Section 4.03 of the SEA. Accordingly, as required
by Section 6.01, “immediately prior to the Closing Date,” the Company had the “authorized capitalization, and
the number of issued and outstanding shares of capital stock” that were “contemplated by this Agreement.” With
those prior conditions fulfilled, the parties closed the SEA on May 15, 2019 and issued the shares of common stock and shares of
new Series A Preferred Stock required by the SEA.

As described in detail
above, all conditions to closing the SEA were fulfilled prior to the closing, and the transaction has closed. All representations
of the Company regarding capital structure were, as a result of the required actions taken immediately prior to the closing, true
and correct as of the closing date, and the transaction was consummated.

Note A to Schedule 14A

Note A to Schedule 14A
references “solicitation of security holders . . . for the purpose of approving the authorization of additional securities
which are to be used to acquire another specified company.” This note is inapplicable to the text of the SEA and the surrounding
facts. The SEA required certain capital re-structuring as a condition to closing. That restructuring took place prior to the closing.
In order to acquire RedCat, the closing consideration called for under the SEA consisted of the issuance of common stock and shares
of newly-designated Series A Preferred Stock to the shareholders of RedCat. These shares were issued on May 15, 2019 and the SEA
has closed.

    Matthew Derby, Esq.

Securities and Exchange Commission

June 12, 2019

Page 4 of 5

The Company had the power
to issue these securities with the approval of its Board of Directors; no shareholder action was required for the Company to acquire
RedCat. Further, since the Staff mentioned rescission of the SEA, we are of the opinion that no former RedCat shareholder has any
power to rescind the SEA. Mr. Jeff Thompson, the Company’s Chief Executive officer and majority shareholder (and previously
the majority shareholder of RedCat) is copied on this letter and concurs with our advice.

The reverse split described
in the Company’s Schedule 14C does not create, issue, or authorize any additional securities to be issued to anyone, as all
securities required to be issued under the SEA have in fact been issued. Were the reverse split not to proceed, the SEA will remain
closed and the Company will remain in compliance with all of the SEA’s representations, warranties, and closing conditions
regarding capital structure.

Discussion of Split

Although we recognize that
the Background section of the SEA can provide clarity as to the parties’ intent in case of any ambiguity with respect to
their obligations and conditions to be met under the SEA, this section is not legally binding. The rights, obligations, and covenants
of the parties to the SEA and the conditions to be met are set forth in the body of the SEA. The fact that there is no mention
of the reverse split in the Article II of the SEA, which contains the post-closing covenants, is strong evidence of the parties’
intent not to create any binding obligation on the part of the Company to effect the reverse stock split. The reverse stock split
is mentioned in only one portion of the actual body of the SEA to reference the submission of the “planned reverse stock
split and name change of the Parent to FINRA” in the Company’s representation regarding “No Conflicts; Consents.”[1]
This reference to a “planned” reverse stock split in a representation cannot by itself create a contractual obligation.
Further, we reference the Closing 8-K where the Company references the automatic conversion of the Series A Preferred Stock upon
the effectiveness of any future reverse split; there is no mention of a requirement to effectuate a reverse stock split because
that was never the intent.

Please note that the Company’s
Chief Executive Officer and principal shareholder is a holder of a majority of the Company’s voting power and he alone has
enough votes to take any shareholder action he deems appropriate including effectuating the reverse split and/or name change. As
discussed above, no party to the SEA has any rescission rights related to the SEA nor is there any remedies provided for in the
SEA for failure to effectuate a reverse split. If the reverse split does not take place, the Company would still be able to issue
Preferred Stock and debt in order to raise capital. However, any such offering would likely be oppressive to the Company’s
current shareholders.

    _______________________________

[1] Section 4.05. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the ... (C) the submission of the planned reverse split and the name change of the Parent to FINRA.

    Matthew Derby, Esq.

Securities and Exchange Commission

June 12, 2019

Page 5 of 5

Clearly
permitting that to occur is not in the public interest or necessary for the protection of the Company’s many shareholders.
Within two months or less the Company shall file the required RedCat financial statements and the required pro forma financial
statements. Further, within two months the Company will file a Form 10-Q disclosing information relating to the business of RedCat
as well as the ongoing operations of the Company’s legacy business. There is no purpose in requiring this small company to
spend substantial sums of its limited funds to comply with Regulation MA – especially since we believe it does not apply.

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

cc:	       Mr. Jeff Thompson (via email)

Brian S. Bernstein, Esq. (via email)

June 7, 2019
Jeffrey Thompson
Chief Executive Officer
TimefireVR, Inc.
1607 Ponce de Leon Ave, Suite 407
San Juan, PR 00909
Re:TimefireVR, Inc.
Preliminary Information Statment on PRE 14C
Filed May 24, 2019
File No. 000-31587
Dear Mr. Thompson:
            We have reviewed your May 31, 2019 response to our comment letter and have the
following 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 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 31, 2019 letter.
Preliminary Information Statement
General
1.We note your response to prior comment 1.  We further note that as a post-closing
condition, Section 6.05(d) of the Share Exchange Agreement requires the company to
have "the number of issued and outstanding shares of capital stock of the Parent, on a
fully-diluted basis...as contemplated by this Agreement."  As such, it appears that the
proposed reverse stock split may be a requirement of the Share Exchange Agreement with
Red Cat Propware, Inc.  Because your proposed action effectively increases your
authorized common stock by means of the reverse split and those shares are being used
for the purposes described in the Share Exchange Agreement, please revise your
information statement to provide all of the information required by Item 14 of Schedule
14A including, if applicable, the financial information required by Item 13 and Item 14.

 FirstName LastNameJeffrey Thompson
 Comapany NameTimefireVR, Inc.
 June 7, 2019 Page 2
 FirstName LastName
Jeffrey Thompson
TimefireVR, Inc.
June 7, 2019
Page 2
Alternatively, please provide us with a detailed analysis regarding why you believe you
are not required to provide some or all of this information.  See Item 1 of Schedule 14C
and Note A of Schedule 14A.
            You may contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Edwin Kim,
Attorney-Advisor, at (202) 551-3297 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Joe Lexague, Esq.

CORRESP
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Laxague
Law, Inc.

1 East Liberty, Suite 600

Reno, NV 89501

(775) 234-5221

Email: joe@laxaguelaw.com

VIA EDGAR

May 31, 2019

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

    Attn:
    Matthew Derby, Staff Attorney

    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 a comment by the United States Securities and Exchange Commission (the “Commission”)
in its letter dated May 31, 2019, commenting on the Company’s Preliminary Information Statement on Schedule 14C filed May
24, 2019.

Titling and paragraph numbering of the comments
as inserted herein below corresponds to the titling and numbering used in the Commission’s comment letter.

Preliminary Information Statement

General

It appears that the reverse
stock split and name change proposals are necessary for you to complete your Share Exchange Agreement with Red Cat Propware, Inc.
Please revise your information statement to provide all of the information required by Item 14 of Schedule 14A including, if applicable,
Item 11 and Item 13. Alternatively, tell us why you believe you are not required to provide some or all of this information in
accordance with Note A of Schedule 14A.

Response:
As disclosed on the Company’s Current Report on Form 8-K filed May 16, 2019, the Company’s Share Exchange Agreement
with Red Cat Propware, Inc. (the “SEA”) was closed on May 15, 2019. The transaction contemplated by SEA has been fully
consummated. As disclosed in Items 1.01, 2.01, and 3.02 of the Current Report, the Company now owns 100% of the outstanding capital
stock of Red Cat Propware, Inc., and all securities required to be issued under the SEA have been issued. The reverse split and
name change are not necessary to conclude the SEA and, had these actions not been taken on May 24, 2019, the SEA would have remained
a closed and fully-consummated transaction as of May 15, 2019, with no party having the right to rescind or otherwise un-wind
the stock issuances and other transactions that were taken under the SEA on May 15.

As discussed in
the Preliminary Schedule 14C, the purpose of the reverse split is to increase the Company’s stock price, a goal which the
Company believes is important to improving the marketability and liquidity of it publicly-traded common stock. We also note that,
until the Company’s stock price is increased, its common stock will remain ineligible for the OTCQB over-the-counter market
tier. The purpose of the name-change is merely to better reflect the Company’s new business focus following the consummation
of the SEA. Although the name change and reverse split are important to the Company for reasons of public and investor relations,
these actions are not necessary to conclude the SEA, which has already been fully consummated and which would have remained so
regardless of whether these actions were taken.

Please
feel free to contact me should you require additional information at (775) 234-5221 or joe@laxaguelaw.com.

LAXAGUE LAW, INC.

By:       	/s/
Joe Laxague

Joe
Laxague, Esq.

May 31, 2019
Jeffrey Thompson
Chief Executive Officer
TimefireVR, Inc.
1607 Ponce de Leon Ave, Suite 407
San Juan, PR 00909
Re:TimefireVR, Inc.
Preliminary Information Statment on PRE 14C
Filed May 24, 2019
File No. 000-31587
Dear Mr. Thompson:
            We have reviewed your filing and have the following 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 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Information Statement
General
1.It appears that the reverse stock split and name change proposals are necessary for you to
complete your Share Exchange Agreement with Red Cat Propware, Inc.  Please revise
your information statement to provide all of the information required by Item 14 of
Schedule 14A including, if applicable, Item 11 and Item 13.  Alternatively, tell us why
you believe you are not required to provide some or all of this information in accordance
with Note A of Schedule 14A.

 FirstName LastNameJeffrey Thompson
 Comapany NameTimefireVR, Inc.
 May 31, 2019 Page 2
 FirstName LastName
Jeffrey Thompson
TimefireVR, Inc.
May 31, 2019
Page 2
            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.
            You may contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Edwin Kim,
Attorney-Advisor, at (202) 551-3297 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Joe Lexague, Esq.

Mail Stop 4561

October 19, 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 completed our review of your filing.  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.

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.

CORRESP
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TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

October 10, 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.

Amendment No. 2 to the Preliminary Proxy Statement on Schedule
14A

Filed August 14, 2018

File No. 000-31587

Ladies and Gentlemen:

The following responses
address the comments of the Staff (the “Staff”) as set forth in its letter dated September 12, 2018 (the “Comment
Letter”) relating to Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”)
of TimefireVR Inc. (the “Company”) filed on August 14, 2018. The Company is simultaneously filing Amendment No. 3 to
the Proxy Statement (the “Amendment”) with this response letter.

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.

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

Proposal 2: Approval of Articles of Amendment to Our Articles
of Incorporation…

Reasons for Amendment

1. You indicate that the company is engaged in the mining
of bitcoin, ether and

litecoin. Please revise your disclosure as follows:

 · Provide a detailed discussion of the steps you have taken to launch your mining operations and
describe how you will fund those operations. In this regard, we note your disclosure in the Form 10-Q filed on August 14, 2018
that “in April 2018, the Company began its mining operations… It started out mining Bitcoin and later, in June 2018,
expanded into the mining of ether. The revenue generated is valued by the cryptocurrency fair value on the date earned. Such amounts
aggregated $8,917 for the six months ended June 30, 2018.”

Response: We have added
disclosure under Proposal 2 of the Amendment detailing the steps we have taken to launch our mining operations and describe
how we intend to fund our operations.

 · Describe the consensus mechanism of each blockchain network whose transactions you verify or will
verify. In this regard, you should address any material differences between these consensus mechanisms; disclose the extent to
which mining servers and associated equipment will be allocated to one digital asset versus another; and discuss the material implications
for your financial condition and operating performance.

Response: We have added
disclosure under Proposal 2 of the Amendment detailing the consensus mechanism of each blockchain network whose transactions
we verify or will verify.

 · Disclose whether you intend to hold any digital assets that you receive as a reward or compensation
for investment or to convert them into fiat currency after receipt. In this regard, we note your disclosure in the Form 10-Q filed
on August 14, 2018 that “the Company is paid in cryptocurrency for its mining operations.”

Response: The Company has been using
the cryptocurrency derived from its mining operations to reinvest in additional mining equipment and services. We have added disclosure
under Proposal 2 of the Amendment detailing that we intend to convert the cryptocurrency we receive from mining into fiat currency
in order to fund the Company’s operations or use the cryptocurrency directly to purchase equipment for the Company’s
operations.

Should the staff have any
additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss these comments
or questions with the staff prior to the distribution of another comment letter. Please direct any questions concerning this response
letter to Michael D. Harris, the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.

    Sincerely yours,

    /s/ Jonathan Read

    Jonathan Read

    Chief Executive Officer

CC: Michael D. Harris, Esq.

Nason, Yeager, Gerson, White & Lioce, P.A.

Mail Stop 4561

September 12, 2018

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

Re: TimefireVR Inc.
 Amendment No. 2 to the  Preliminary Proxy Statement on Schedule 14A
Filed August  14, 2018
File No. 000-31587

Dear Mr. Read :

We have limited our review of your revised 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 appl y to your facts and circumstances, 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.

Proposal 2: Approval of Articles of Amendmen t to Our Articles of Incorporation…

Reasons for Amendment

1. You indicate that the company is engaged in the mining of bitcoin, ether and
litecoin.   Please revise your disclosure as follows:

 Provide a detailed discussion of the steps you have taken to laun ch your mining
operations and describe how you will fund those operations.   In this regard, we
note your disclosure in the Form 10 -Q filed on August 14, 2018 that “in April
2018, the Company began its mining operations… It started out mining Bitcoin
and la ter, in June 2018, expanded into the mining of ether. The revenue generated

Jonathan Read
TimefireVR Inc.
September 12, 2018
Page 2

 is valued by the cryptocurrency fair value on the date earned. Such amounts
aggregated $8,917 for the six months ended June 30, 2018.”

 Describe the consensus mechanism of each blo ckchain network whose
transactions you verify or will verify.   In this regard, you should address any
material differences between these consensus mechanisms; disclose the extent to
which mining servers and associated equipment will be allocated to one dig ital
asset versus another; and discuss the material implications for your financial
condition and operating performance.

 Disclose whether you intend to hold any digital assets that you receive as a reward or
compensation for investment or to convert the m into fiat currency after receipt.  In
this regard, we note your disclosure in the Form 10 -Q filed on August 14, 2018 that
“the Company is paid in cryptocurrency for its mining operations.”

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.

CORRESP
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TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

August 14, 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.

Amendment No. 1 to the Preliminary Proxy Statement
on Schedule 14A

Filed June 12, 2018

File No. 000-31587

Ladies and Gentlemen:

The following responses
address the comments of the Staff (the “Staff”) as set forth in its letter dated July 5, 2018 (the “Comment Letter”)
relating to Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) of TimefireVR
Inc. (the “Company”) filed on June 12, 2018. The Company is simultaneously filing Amendment No. 2 to the Proxy Statement
(the “Amendment”) 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.

General

1. In response to prior comment 3, you indicate
that the Company sold all of its Ether in May and June 2018 and purchased Bitcoin. Please clarify whether the Ether were exchanged
for Bitcoin or sold for cash. To the extent they were sold for cash, please quantify the sale price of the Ether and the purchase
price of the Bitcoin or advise. To the extent the Ether was exchanged for Bitcoin, please confirm that that the valuation of both
will be provided in your next quarterly report on Form 10-Q.

Response: Due to a technical
glitch, the Company failed to sell the Ether as planned and it then deferred selling as the price decreased. Ultimately, in
August 2018 the Company used Ether to make a partial payment for mining equipment it purchased. However, beginning on June
29th, the Company began successfully mining Ether, Bitcoin and on July 2nd Litecoin. See Proposal 2 of
the Proxy Statement. The Form 10-Q for the period ended June 30, 2018 will contain valuations of these virtual currencies on
the balance sheet.

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. We note your response to prior
comment 2a. Please provide a cross-reference to the risk factor disclosure, the funding disclosure, and the advisor agreement
disclosure in the company’s annual report on Form 10-K. Additionally, please quantify the amounts raised during your
equity financing. In this regard, we note your response where you state that “[i]n order to enter into the
cryptocurrency business, the [Company]… sold new convertible notes and warrants… as disclosed in the Form
10-K.” Finally, please tell us why the company did not file the Advisor Agreement as an exhibit to the Form 10-K.

Response: We have updated Proposal
2 of the Proxy Statement on to cross-reference to the funding disclosure, and the advisor agreement disclosure in the company’s
annual report on Form 10-K for the year ended December 31, 2017 (the “10-K”). Proposal 4 of the Proxy Statement references
the risk factors in the 10-K.

The Company raised $668,750 in funding
during its equity financing in December 2017.

The Company did not file the Advisor Agreement as an exhibit to the 10-K because the Company believes the
Advisor Agreement is a contract made in the ordinary course of business of the Company which does not fall within one of the required
filings under 17 C.F.R. § 229.601(b)(10(ii)). However, the Company is filing a copy of the Advisor Agreement as an exhibit
to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2018.

3. We note your response to prior
comment 3b where you state that you do not “intend to acquire digital assets other than Bitcoin and Ether.” In
your annual report on Form 10-K filed April 9, 2018, you state that, “Over 1,500 other cryptocurrencies, have been
developed since the Bitcoin Network’s inception, including Ether, Ripple, Litecoin, Dash, and Monero. The Bitcoin
Network, however, possesses the ‘first-to-market’ advantage… The Company is examining and will continue to
examine these other cryptocurrencies, subject to financing, existing market conditions and regulatory compliance.”
(emphasis added) Please revise your disclosure in the preliminary proxy statement to state, if true, that you do not intend
to acquire digital assets other than Bitcoin and Ether.

Response: We have updated Proposal
2 of the Proxy Statement to provide that our virtual currency business stems solely from our mining operations.

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

4. We note your response to prior comment 6.
We continue to believe the information required by Item 14 for the sale of TLLC is material information. Please revise your disclosure
accordingly. In particular, please provide the unaudited financial statement of TLLC for the two most recent fiscal years plus
interim periods and pro forma financial information giving effect to the disposal for the latest complete fiscal year and subsequent
interim period.

Response: We have
updated the Proxy Statement to reflect the requested financials. In accordance with our discussion with the Staff, the
interim financials are limited to the Statements of Operations and Balance Sheet of the Company for the three months ended
and at March 31, 2018, which are filed as part of the pro forma financial statements.

5. We note your response to prior comment 7
that “the sale of TLLC created risks of noncompliance with the rules promulgated under Section 14 of the Securities Exchange
Act of 1934 regarding providing shareholders with notice.” Please revise your disclosure to specify the risks related to
the noncompliance of the federal securities laws.

Response: We have updated Proposal
4 of the Proxy Statement to identify risks associated with noncompliance of the federal securities laws.

6. We not your response to prior comment 8.
Please revise your disclosure to identify the four buyers who, at the time of the sale, had a majority of voting power in the company
and provide material risks related to conflicts of interest arising from the related party transaction.

Response: We have updated Proposal
4 of the Proxy Statement to identify the four buyers who, at the time of the sale, had a majority of voting power in the Company
and have added material risks related to conflicts of interest arising from the related party transaction.

Directors and Executive Officers

7. We note your response to prior comment 2d.
Please revise to disclose that BTCS, Inc. is a company engaged in a digital asset-related business. Where applicable, please disclose
any conflicts of interests or tell us why the information is not material.

Response: We have updated
the Directors and Executive Officers section of Proposal 1 of the Proxy Statement to state that BTCS, Inc., is a company
engaged in a digital asset-related company. We disclose that Mr. Read resigned from his position as a member of the board of
directors of BTCS, Inc. on July 30, 2018 as disclosed in the current report on Form 8-K filed by BTCS, Inc. on August 3,
2018.

Should the staff have
any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss these
comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions concerning
this response letter to Michael D. Harris, the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.

    Sincerely yours,

    /s/ Jonathan Read

    Jonathan Read

    Chief Executive Officer

Michael D. Harris, Esq.

Nason, Yeager, Gerson,
White & Lioce, P.A.

CORRESP
1
filename1.htm

TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

August 2, 2018

VIA EDGAR

Edwin Kim, Attorney-Advisor

Folake Ayoola, Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: TimefireVR Inc.

Amendment No. 1 to the Preliminary Proxy Statement
on Schedule 14A

Filed June 12, 2018

File No. 000-31587

Dear Mr. Kim:

In your letter dated July 5, 2018 (the
“Staff Comment Letter”), you requested that we respond to your comments regarding our Schedule 14A within 10 business
days or advise you when we would provide a response. On July 17, 2018, we requested a ten business day extension, until August
2, 2018, to file an amended Schedule 14A and a response to the Staff Comment Letter.

We are currently waiting for the Company’s
Chief Financial Officer to compile financial statements in order to respond to the Staff Comment Letter’s requests regarding
financial statements for the Company’s former subsidiary and pro forma financial information for the Company. Accordingly,
we respectfully request a 10 business day extension, until August 16, 2018, to file our response to the Staff Comment Letter.

Thank you for your consideration of
our request for an extension. If you have any questions, please do not hesitate to call our legal counsel at (561) 227-4557.

Very truly yours,

/s/Jonathan Read

Jonathan Read

Chief Executive Officer

CC: Michael Harris, Esq.

Nason, Yeager, Gerson, White & Lioce,
P.A.

CORRESP
1
filename1.htm

TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

July 19, 2018

VIA EDGAR

Edwin Kim, Attorney-Advisor

Folake Ayoola, Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: TimefireVR Inc.

Amendment No. 1 to the Preliminary Proxy Statement
on Schedule 14A

Filed June 12, 2018

File No. 000-31587

Dear Mr. Kim:

In your letter dated July 5, 2018 (the
“Staff Comment Letter”), you requested that we respond to your comments regarding our Schedule 14A within 10 business
days or advise you when we would provide a response.

We are planning to file for an Exemption
with the Division of Corporation Finance’s Office of Chief Accountant, pursuant to Rule 3-13 of Regulation S-X, regarding
Timefire LLC’s financial statements and pro forms financial information (the “Financial Information”). We are
currently waiting for the Company’s Chief Financial Officer to determine what financial information is available to respond
to the Staff Comment Letter’s requests regarding the Financial Information without unreasonable effort and expense so we
can determine what Financial Information will be the subject of the requested Exemption. Accordingly, we respectfully request a
10 business day extension, until August 2, 2018, to file our response to the Staff Comment Letter.

Thank you for your consideration of
our request for an extension. If you have any questions, please do not hesitate to call our legal counsel at (561) 227-4557.

Very truly yours,

/s/Jonathan Read

_______________________

Jonathan Read

Chief Executive Officer

CC: Michael Harris, Esq.

Nason, Yeager, Gerson, White & Lioce,
P.A.

Mail Stop 4561

July 5, 2018

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

Re: TimefireVR Inc.
 Amendment No. 1 to the  Preliminary Proxy Statement on Schedule 14A
Filed June 12 , 2018
File No. 000-31587

Dear Mr. Read :

We have limited our review of your revised 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 appl y to your facts and circumstances, 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.

General

1. In response to prior comment 3, you indicate that t he Company sold all of its Ether in
May and June 2018 and purchased Bitcoin.   Please clarify whether the Ether were
exchanged for Bitcoin or sold for cash.  To the extent they were sold for cash, please
quantify the sale price of the Ether and the purchase price of the Bitcoin  or advise .  To
the extent the Ether was exchanged for Bitcoi n, please confi rm that that the valuation of
both will be provided in your next quarterly report  on Form 10 -Q.

Jonathan Read
TimefireVR Inc.
July 5, 2018
Page 2

 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. We note your response to prior comment 2a.  Please provide a cross -reference to the risk
factor disclosure , the funding disclosure, and the advisor agreement disclosure  in the
company’s annual report on Form 10 -K.  Additionally, please quantify the amounts
raised during your equity financing.  In this regard, we note your response where you
state that “[i] n order to enter into the cryptocurren cy business, the [Company ]… sold new
convertible notes and warrants … as disclosed in the Form 10 -K.”  Finally, please tell us
why the company did not file the Advisor Agreement as an exhibit to the Form 10 -K.

3. We note your response to prior comment 3b whe re you state that you do not “intend to
acquire digital assets other than Bitcoin and Ether.”  In your annual report on Form 10 -K
filed April 9, 2018, you state that, “ Over 1,500 other cryptocurrencies, have been
developed since the Bitcoin Network’s incep tion, including Ether, Ripple, Litecoin,
Dash, and Monero. The Bitcoin N etwork, however, possesses the ‘first -to-market’
advantage … The Company is examining and will continue to examine these other
cryptocurrencies , subject to financing, existing market co nditions and regulatory
compliance. ” (emphasis added)  Please revise your disclosure in the preliminary proxy
statement to state, if true, that you do not intend to acquire digital assets other than
Bitcoin and Ether.

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

4. We note your response to prior comment 6.  We continue to believe the information
required by Item 14 for the sale of TLLC is material information.  Please revise your
disclosure accordingly.  In particular, please provide the unaudited financial statement of
TLLC for the two most recent fiscal years plus interim periods and pro forma financial
information giving effect to the disposal for the latest complete fiscal year and
subsequent interim period .

5. We note your response to prior comment 7 that “the sale of TLLC created risks of non -
compliance with the rules promulgated under Section 14 of the Securities Exchange Act
of 1934 regarding providing shareholders with notice.”  Please revise your disclosure  to
specify the risks related to the noncompliance of the federal securities laws.

6. We not your response to prior comment 8.  Please revise your disclosure to identify the
four buyers who, at the time of the sale, had a majority of voting power in the com pany
and provide material risks related to conflicts of interest arising from the related party
transaction.

Jonathan Read
TimefireVR Inc.
July 5, 2018
Page 3

 Directors and Executive Officers

7. We note your response to prior comment 2d.  Please revise to disclose that BTCS, Inc. is
a company engaged in a digital asset -related business.  Where applicable, please disclose
any conflicts of interests or tell us why the information is not material.

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.

CORRESP
1
filename1.htm

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

      1

	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.

      2

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,

      3

• 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

      4

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).

      5

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.

      6

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

CORRESP
1
filename1.htm

TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

May 21, 2018

VIA EDGAR

Edwin Kim, Attorney-Advisor

Folake Ayoola, Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: TimefireVR Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 5, 2018

File No. 000-31587

Dear Mr. Kim:

In your letter dated March 26,
2018 (the “Staff Comment Letter”), you requested that we respond to your comments regarding our Schedule 14A
within ten business days or advise you when we would provide a response. On May 7, 2018, we requested a ten business day extension,
until May 21, 2018, to file an amended Schedule 14A and a response to the Staff Comment Letter.

Due to time constraints associated with
our legal counsel attending to proxy statements and legal matters for other clients, we would like to request an extension of time
to provide a response. Accordingly, we respectfully request a ten business day extension, until June 4, 2018, to file our response
to the Staff Comment Letter.

Thank you for your consideration of
our request for an extension. If you have any questions, please do not hesitate to call our legal counsel at (561) 227-4557.

Very truly yours,

/s/Jonathan Read

Jonathan Read

Chief Executive Officer

CC: Michael Harris, Esq.

Nason, Yeager, Gerson, White & Lioce,
P.A.

CORRESP
1
filename1.htm

TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

May 7, 2018

VIA EDGAR

Edwin Kim, Attorney-Advisor

Folake Ayoola, Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: TimefireVR Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 5, 2018

File No. 000-31587

Dear Mr. Kim:

In your letter dated March 26,
2018 (the “Staff Comment Letter”), you requested that we respond to your comments regarding our Schedule 14A
within ten business days or advise you when we would provide a response. On April 23, 2018, we requested a ten business day extension,
until May 7, 2018, to file an amended Schedule 14A and a response to the Staff Comment Letter.

Due to time constraints associated with
our legal counsel attending to proxy statements and legal matters for other clients, we would like to request an extension of time
to provide a response. Accordingly, we respectfully request a ten business day extension, until May 21, 2018, to file our response
to the Staff Comment Letter.

Thank you for your consideration of
our request for an extension. If you have any questions, please do not hesitate to call our legal counsel at (561) 227-4557.

Very truly yours,

/s/Jonathan Read

Jonathan Read

Chief Executive Officer

CC: Michael Harris, Esq.

Nason, Yeager, Gerson, White & Lioce, P.A.

CORRESP
1
filename1.htm

TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

April 23, 2018

VIA EDGAR

Edwin Kim, Attorney-Advisor

Folake Ayoola, Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: TimefireVR Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 5, 2018

File No. 000-31587

Dear Mr. Kim:

In your letter dated March 26,
2018 (the “Staff Comment Letter”), you requested that we respond to your comments regarding our Schedule 14A
within ten business days or advise you when we would provide a response. On April 9, 2018, we requested a ten business day extension,
until April 23, 2018, to file an amended Schedule 14A and a response to the Staff Comment Letter.

Due to time constraints associated with
our legal counsel attending to a shelf takedown and legal matters for other clients, we would like to request an extension of time
to provide a response. Accordingly, we respectfully request a ten business day extension, until May 7, 2018, to file our response
to the Staff Comment Letter.

Thank you for your consideration of
our request for an extension. If you have any questions, please do not hesitate to call our legal counsel at (561) 227-4557.

Very truly yours,

/s/Jonathan Read

_______________________

Jonathan Read

Chief Executive Officer

CC: Michael Harris, Esq.

Nason, Yeager, Gerson, White & Lioce, P.A.

CORRESP
1
filename1.htm

TimefireVR Inc.

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ, 85251

April 9, 2018

VIA EDGAR

Edwin Kim, Attorney-Advisor

Folake Ayoola, Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: TimefireVR Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 5, 2018

File No. 000-31587

Dear Mr. Kim:

In your letter dated March 26,
2018 (the “Staff Comment Letter”), you requested that we respond to your comments regarding our Schedule 14A
within ten business days or advise you when we would provide a response.

During your telephone conversation with
our legal counsel on April 6, 2018, they advised you that, due to time constraints associated with our legal counsel’s Form
10-K filings, we would like to request an extension of time to provide a response. Accordingly, we respectfully request a ten business
day extension, until April 23, 2018, to file our response to the Staff Comment Letter.

Thank you for your consideration of
our request for an extension. If you have any questions, please do not hesitate to call our legal counsel at (561) 227-4557.

Very truly yours,

/s/Jonathan Read

_______________________

Jonathan Read

Chief Executive Officer

CC: Michael Harris, Esq.

Nason, Yeager, Gerson, White & Lioce, P.A.

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.

Mail Stop 4628

March 9, 2016

Mr. Jonathan R. Read
Chief Executive Officer
EnergyTek Corp.
201 S. Laurel
Luilng, Texas  78648

Re: EnergyTek Corp
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 31, 2015
File No. 000-31587

Dear Mr. Read :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch  Chief
        Office of Natural Resources

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ENERGYTEK CORP

201 S. Laurel

Luling, Texas 78648

January 29, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn: Karl Hiller

Branch Chief

Office of Natural Resources

Re:
EnergyTek Corp

Form 10-K for Fiscal Year ended December 31, 2014

Filed March 31, 2015

File No. 000-31587

Dear Mr. Hiller:

EnergyTek Corp (the "Company") confirms receipt of the letter dated December 24, 2015 from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") with respect to the above-referenced filing (the "Form 10-K").  We are responding to the Staff's comments as set forth below.  The Company's responses to the Staff's comments are in identical numerical sequence.  For the convenience of the Staff, each comment is repeated verbatim with the Company's response immediately following.

Form 10-K for Fiscal Year ended December 31, 2014

Financial Statements

Note 2 – Significant Accounting Policies, page F-7

COMMENT 1.

We note various disclosures amongst the notes to your financial statements and a summary of accounting policies under this heading along with the representation that these accounting policies conform to U.S. generally accepted accounting principles. However, we have the following observations based on your disclosures which appear contrary to the guidance as noted. Tell us with regard to each point how you applied the accounting standard or the reasons you believe it does not apply to you, including any details necessary to understand the nature and extent of any support for your view.

COMMENT (a):
In Note 1 you explain that although you sold Pipeline Nutrition U.S.A. Inc. to a related party on February 13, 2014 you accounted for this disposition as if it had occurred on December 31, 2013, and have revised your financial statements to "…reflect this event for both periods presented," referring to your 2013 and 2014 fiscal years. However, you have similar disclosure on page 19 of your prior annual report stating that the disposition occurred on December 30, 2013 and that you restated your financial statements for the two years presented in that report, as if the disposition occurred at the beginning of 2012. We understand that although Pipeline Nutrition U.S.A. generated $20,696 in revenues during 2012, you restated the 2012 financial statements that are included for comparative purposes in your 2013 annual report to eliminate these sales and related costs. Based on the foregoing, it appears that you have not complied with the following guidance.

FASB ASC 360-10-40-5 requires gain or loss that results from the sale of a long-lived asset group to be recognized at the date of sale. Although your disclosure states that the sale was completed in 2014 you report income and debt forgiveness arising from the sale of this subsidiary of $139,050 and $46,871 in 2013.

FASB ASC 205-20-45 requires the results of operations of an entity sold to be reported for current and prior periods as discontinued operations. However, your restated financial statements appear to exclude prior activity except for the sale.

RESPONSE:
With respect to the Staff's comments on FASB ASC 360-10-40-5 ("FASB 360"), the Company acknowledges that FASB 360 requires gain or loss that results from the sale of a long-lived asset group to be recognized at the date of sale.  As applied to the Company's sale of Pipeline Nutrition U.S.A., the actual closing and effective date of sale was December 31, 2013, as evidenced by that certain Acquisition Agreement between the applicable parties, effective December 31, 2013 (the "Acquisition Agreement"), a copy of which was filed with the Commission on March 17, 2014 as Exhibit 1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Under the terms of the Acquisition Agreement, a payment of $5,000 was paid on February 13, 2014 as a post-closing obligation, and such payment was incorrectly described as constituting the closing date of the transaction in Note 1 as referenced by the Staff in the Comment above. Based on the foregoing, the Company believes that its financial statements in the Form 10-K for the December 31, 2014 accurately report the financial aspects of the Acquisition Agreement transaction as of its actual December 31, 2013 closing.

With respect to the Staff's comments on FASB 205-20-45 ("FASB 205"), the Company acknowledges that FASB 205 requires the results of operations of an entity sold to be reported for current and prior periods as discontinued operations.  Additionally there was a nominal amount of sales from pipeline in 2013 that was netted against pipeline expenses for the same period producing an immaterial net effect of operations for pipeline. Being immaterial this was netted into the net gain or loss from Pipeline allowing for financial statements to be comparative year over year and still was in compliance with ASC 205-20-45.

COMMENT (b):
We note that your diluted earnings per share for 2014 includes the antidilutive effect of the potential common shares that you tabulate in Note 5. Given that you have reported a loss from continuing operations for the year ended December 31, 2014, it appears you have not complied with the following guidance.

FASB ASC 260-10-45-17 prohibits the inclusion of potential common shares in any diluted per share amount when reporting a loss from continuing operations.

RESPONSE:
With respect to the Staff's comments on FASB ASC 260-10-45-17 ("FASB 260"), the Company acknowledges that FASB 260 prohibits the inclusion of potential common shares in any diluted per share amount when reporting a loss from continuing operations. The Company agrees that FASB 260 is applicable to the factual situation of the Company in the present case and that the Company's diluted earnings per share for 2014 should not include the antidilutive effect of the potential common shares as described by the Staff in the Comment above.

COMMENT (c):
We note your disclosure on page F-12 stating that on May 21, 2014, you replaced 900 shares of outstanding Series A Preferred Stock with 900 shares of Series C Preferred Stock also clarifying that each share remains convertible into 100,000 shares of common stock and indicating holders of the Class C Preferred Shares will vote on par with holders of the common shares. You explain that in no event would the conversion arrangement be subject to any adjustment from a reverse split of the common stock prior to 2016. As you later report that a 1 for 150 reverse split occurred on July 23, 2014, it appears the number of shares into which the Series C Preferred Shares are convertible increased proportionately from 35% to 99% of outstanding common shares assuming conversion.

Your disclosures do not address the implications of conducting a reverse stock split while holding the conversion features constant. In addition, your disclosures do not mention a series of modifications to the purchase consideration which appear to be material and without proper accounting, based on details that reside in the exhibits filed with your Form 8-K on April 4, 2014, Form 10-Q on May 2, 2014, and Form 8- K on May 28, 2014. For example, the March 31, 2014 purchase agreement states that 90 Series A Preferred Shares having a conversion provision based on 1% of fully diluted outstanding common shares, were initially issued as consideration, yet you amended this preferred stock designation later, on April 29, 2014, to increase authorized shares from 90 to 900, and to change the conversion provision to 1:100,000 and although you have not filed an amendment to the purchase agreement, other documents indicate that 810 additional Series A Preferred Shares were issued to the initial holders. We also note that voting provisions initially and upon the first amendment remained on an as-if converted basis, with the result multiplied by 100.  However, with the May 20, 2014 issuance of Series C Preferred Shares, you changed the voting provisions to an as-if converted basis multiplied by 60, which is also inconsistent with your current disclosure.  Based on the foregoing, it appears you have not complied with the following guidance.

FASB ASC 805-10-50-6 requires disclosure when the initial accounting for a business combination is incomplete, including the reasons why the accounting is incomplete, items of consideration for which the accounting is incomplete, and the nature and amount of measurement period adjustments.

FASB ASC 505-50-50 and FASB ASC 718-10-50 require disclosures regarding stock-based arrangements, including the nature and terms and potential effects on shareholders, also the accounting and method of estimating fair value.

RESPONSE:
With respect to the Staff's comments on FASB ASC 805-10-50-6 ("FASB 805") the Company acknowledges that FASB 805 requires disclosure when the initial accounting for a business combination is incomplete, including the reasons why the accounting is incomplete, items of consideration for which the accounting is incomplete, and the nature and amount of measurement period adjustments. With respect to the Staff's comments on FASB ASC 505-50-50 and FASB ASC 718-10-50 ("FASB 505") the Company acknowledges that FASB 505 requires disclosures regarding stock-based arrangement, including the nature and terms and potential effects on shareholders, also on the accounting method of estimating fair value. The Company disagrees with the Staff's comments regarding the application of FASB 805 and FASB 505 to the Company's disclosures, and asserts that (a) the Company's disclosures address the implications of conducting a reverse stock split while holding the conversion features constant, (b) no modification to the purchase consideration occurred that would require a different accounting treatment that the one used, and (c) no changes to the voting provisions of the Series C Preferred Shares occurred that were inconsistent with the Company's disclosures.

The following are the circumstances regarding the Series A Preferred Stock and Series C Preferred Stock. The Company closed a transaction on March 31, 2014 that resulted in the issuance of 90 shares of Series A Preferred Stock, filing a Form 8-K regarding the same on April 4, 2014, that included a copy of the Purchase Agreement and Certificate of Designations for the Series A Preferred Stock. Each such share was to be convertible into 1% of the of the total number of fully-diluted shares of common stock, up to a conversion cap of 4.99%, with voting rights on an "as converted" times 100 basis. The number of shares of Series A Preferred Stock, and the number of shares of common stock into which such shares would be convertible, would not be subject to any adjustment resulting from a reverse split of the common stock.

On April 28, 2014, the Company's board of directors approved the conversion of the 90 shares of Series A Preferred Stock into 900 shares of Series A Preferred Stock subject to the amendment of the series' Certificate of Designations. Such conversion resulted in 900 shares of Series A Preferred Stock outstanding, each share convertible into 100,000 shares of common stock with a 4.99% conversion cap, with voting rights on an "as converted" times 100 basis. The number of shares of Series A Preferred Stock, and the number of shares of common stock into which such shares would be convertible, would not be subject to any adjustment resulting from a reverse split of the common stock. The Company's Form 10-Q filed on May 2, 2014 for the period ended March 31, 2014 was filed with the Commission. The 10-Q included disclosures regarding the 900 shares of Series A in the balance sheet, and otherwise, as well as Note 2.  Item 5 referenced the Amended and Restated Certificate of Designations. Exhibit 4.2 was the Amended and Restated Certificate of Designations.

The Company's Form 8-K filed with the SEC on May 28, 2014, disclosed the share exchange agreement whereby the 900 shares of Series A Preferred Stock were exchanged for 900 shares of Series C Preferred Stock.  The Form 8-K's Exhibits included the share exchange agreement and the Certificate of Designations of the Series C Preferred Stock.  The Form 8-K referenced that the collective voting rights for the Series C Preferred Stock were reduced by 94% as compared to the Series A Preferred Stock.  The Certificate of Designations provided for 900 shares of Series C Preferred Stock with each share convertible into 100,000 shares of common stock; votes "as converted" times 60 (a typographical error). The Exhibit of the Certificate of Designations included a Certificate of Correction filed with the NV SOS on May 22, 2014 correcting the voting ratio from "times 60" to "times 6".

The Company's Annual Report on Form 10-K for fiscal year ended December 31, 2014 included a copy of the Company's Amendment to Certificate of Designations of Series C which (1) reiterated the 4.99% conversion limitation (which had, due to a typographical error, been omitted from the prior filing) that being the intent of the parties at all times, (2) provided that Series C Preferred Stock and the common shares vote together not as separate classes and Series C Preferred Stock had 1 vote per share, and (3) Series C Preferred Stock holders must approve any corporate transaction involving issuance of securities which may result in a change of control.

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

             We trust this response satisfactorily responds to your request.  If you have any questions, please do not hesitate to contact me or the Company's outside legal counsel Clayton Parker or John Owens at K&L Gates LLP (305) 539-3300.

Sincerely,

ENERGYTEK CORP

/s/    Jonathan R. Read                                                                      .

 Name: Jonathan R. Read

Title: President/CEO

cc:            John Cannarella, Staff Accountant, SEC Division of Corporation Finance

Clayton E. Parker, Esq. of K&L Gates LLP

John D. Owens III, Esq. of K&L Gates LLP

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ENERGYTEK CORP.

201 S. Laurel

Luling, TX 78648

January 14, 2016

Securities and Exchange Commission

Washington, D.C. 20549

Attn:  Karl Hiller

         Branch Chief

         Office of Natural Resources

Re:    EnergyTEK Corp.

          Form 10-K for Fiscal Year ended December 31, 2014

          Filed March 31, 2015

          File No. 000-31587

Dear Mr. Hiller:

This letter is in response to your letter dated December 24, 2015 and as a follow-up to the recent telephone conversation that I had with your office staff.  As I indicated in that conversation, we are currently working with our auditors to specifically respond to the Comments set forth in your letter.  Because of the holidays we have not yet been able to complete our response.  We anticipate filing our response letter and amended 10-K no later than January 22, 2016.

If you have any questions, please feel free to contact me at (602) 617-8888.

Sincerely,

/s/ Jonathan R. Read

Jonathan R. Read

Chief Executive Officer

Mail Stop 4628

December 2 4, 2015

Mr. Jonathan R. Read
Chief Executive Officer
EnergyTek Corp.
201 S. Laurel
Luilng, Texas  78648

Re: EnergyTek Corp
 Form 10-K for Fiscal Year ended December 31, 2014
Filed March 31, 2015
File No. 000-31587

Dear Mr. Read :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following 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 app ly to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year ended December 31, 2014

Financial Statements

Note 2 – Significant A ccounting Policies, page F -7

1. We note various disclosures amongst the notes to your financial statements and a
summary of accounting policies under this heading along with the representation that
these accounting policies conform to U.S. generally accepted accounting principles.
However, we have the following observations based on your disclosures which appear
contrary to the guidance as noted.  Tell us with regard to each point how you applied the
accounting standard or the rea sons you believe it does not apply to you, including any
details  necessary to understand the nature and extent of any support for your view.

Jonathan R. Read
EnergyTek Corp.
December 2 4, 2015
Page 2

 (a) In Note 1 you explain that although you sold Pipeline Nutrition U.S.A. Inc. to a
related party on February 13, 2014 you accounted for this disposition as if it had
occurred on December 31, 2013, and have revised your financial statements to
“…reflect this event for both periods presented,” referring to your 2013 and 2014
fiscal years.  However, you have similar disclosure on page 19 of your prior annual
report stating that the disposition occurred on December 30, 2013 and that you
restated your financial st atements for the two years presented in that report, as if the
disposition occurred at the beginning of 2012.  We understand that although Pipeline
Nutrition U.S.A. generated $20,696 in revenues during 2012, you restated the 2012
financial statements that are included for comparative purposes in your 2013 annual
report to eliminate these sales and related costs.  Based on the foregoing, it appears
that you have not complied with the following guidance.

FASB ASC 360 -10-40-5 requires gain or loss that resu lts from the sale of a long -lived
asset group to be recognized at the date of sale.  Although your disclosure states that
the sale was completed in 2014 you report income and debt forgiveness arising from
the sale of this subsidiary of $139,050 and $46,871  in 2013.

FASB ASC 205 -20-45 requires the results of operations of an entity sold to be
reported for current and prior periods as discontinued operations.  However, your
restated financial statements appear to exclude prior activity except for the sale.

(b) We note that your diluted earnings per share for 2014 includes the antidilutive effect
of the potential common shares that you tabulate in Note 5.  Given that you have
reported a loss from continuing operations for the year ended December 31, 2014, it
appe ars you have not complied with the following guidance.

FASB ASC 260 -10-45-17 prohibits the inclusion of potential common shares in any
diluted per share amount when reporting a loss from continuing operations.

(c) We note your disclosure on page F -12 stating  that on May 21, 2014, you replaced
900 shares of outstanding Series A Preferred Stock with 900 shares of Series C
Preferred Stock also clarifying that each share remains convertible into 100,000
shares of common stock and indicating holders of the Class C  Preferred Shares will
vote on par with holders of the common shares.  You explain that in no event would
the conversion arrangement be subject to any adjustment from a reverse split of the
common stock prior to 2016.  As you later report that a 1 for 150 reverse split
occurred on July 23, 2014, it appears the number of shares into which the Series C
Preferred Shares are convertible increased proportionately from 35% to 99% of
outstanding common shares assuming conversion.

Your disclosures do not address  the implications of conducting a reverse stock split
while holding the conversion features constant.  In addition, your disclosures do not
mention a series of modifications to the purchase consideration which appear to be

Jonathan R. Read
EnergyTek Corp.
December 2 4, 2015
Page 3

 material and without proper accou nting, based on details that reside in the exhibits
filed with your Form 8 -K on April 4, 2014, Form 10 -Q on May 2, 2014, and Form 8 -
K on May 28, 2014.  For example, the March 31, 2014 purchase agreement states that
90 Series A Preferred Shares having a con version provision based on 1% of fully
diluted outstanding common shares, were initially issued as consideration, yet you
amended this preferred stock designation later, on April 29, 2014, to increase
authorized shares from 90 to 900, and to change the con version provision to
1:100,000 and although you have not filed an amendment to the purchase agreement,
other documents indicate that 810 additional Series A Preferred Shares were issued to
the initial holders.  We also note that voting provisions initially  and upon the first
amendment remained on an as -if converted basis, with the result multiplied by 100.
However, with the May 20, 2014 issua nce of Series C Preferred Share s, you changed
the voting provisions to  an as -if converted basis multiplied by 60, which is also
inconsistent with your current disclosure.  Based on the foregoing, it appears you
have not complied with the following guidance.

FASB ASC 805 -10-50-6 requires disclosure when the initial accountin g for a
business combination is incomplete, including the reasons why the accounting is
incomplete, items of consideration for which the accounting is incomplete, and the
nature and amount of measurement period adjustments.

FASB ASC 505 -50-50 and FASB AS C 718 -10-50 require disclosures regarding
stock -based arrangements, including the nature and terms and potential effects on
shareholders, also the accounting and method of estimating fair value.

We urge all persons who are responsible for the accuracy an d adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relati ng to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Jonathan R. Read
EnergyTek Corp.
December 2 4, 2015
Page 4

 You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 if you have
questions regarding our comments and rela ted matters.  Please contact me at (202) 551 -3686
with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief
       Office of Natural Resources

September 24, 2013

Via E -mail
Ms. Donna Steward
Chief Financial Officer
Broadleaf Capital Partners, Inc.
3887 Pacific Street
Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.
 Form 10-K for the year ended December 31, 2012
Filed March 28, 2013
File No. 814 -00175

Dear Ms. Steward :

We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing s and the
company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We
urge all persons who are responsible for the accuracy and adequacy  of the disclosure in
the filings  to be certain that the filing s include the information the Securities Exchange
Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

cc:  J. Michael King, President

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Broadleaf Capital Partners, Inc.

3887 Pacific Street

Las Vegas, NV 89121

September 20, 2013

Daniel L. Gordon

Branch Chief

US Securities and Exchange Commission

Washington DC  20549

Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.

Form 10-K for the year ending December 31, 2012

Filed March 28, 2013

File No. 814-00175

Mr. Gordon:

Enclosed are the responses item by item to your recent comment letter. Our responses are in order and following your comments for ease of reference and are as follows:

 Form 10-K for the year ended December 31, 2012

Management’s Annual Report on Internal Control over Financial Reporting, page 30

1.

We note that your response to comment one in our letter dated August 5, 2013 does not mention the framework you used to evaluate the effectiveness of your internal control over financial reporting (“ICFR”). Please note that the framework on which management bases its evaluation of ICFR must be a suitable, recognized control framework. Many companies follow the “Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), but other frameworks are also acceptable. In June 2007, the SEC issued interpretative guidance regarding management’s report on ICFR (Release No. 33-8810). An evaluation following this interpretative guidance is one way to satisfy the evaluation requirements of ICFR. In future filings please disclose the framework you used to evaluate the effectiveness of your ICFR.

Response

Please note that the Company will continue to use the Internal Control- Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") which was described in detail in our last response letter dated August 16, 2013 without specifically citing the Commission's report. We will also include this description of our evaluation in our  future form 10K filings

 General

2.

We note the acknowledgements (i.e. Tandy language) provided at the end of your response letter dated August 16, 2013. However, you have not acknowledged that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Please include all of the acknowledgements that we required in our letter dated

1

August 5, 2013. We note your disclosure of the operating results of your subsidiary Pipeline Nutrition, Inc. on page 10.

Response

Although implied for our original responses, we confirm here that as part of our responses on the letter dated August 16, 2013, the company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing . The company  acknowledges that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States.

In conclusion, your comments are duly noted and will be incorporated into our future filings and response letters. We also once again acknowledge the company is responsible for the adequacy and accuracy of the disclosure in the filing . The company  acknowledges that  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States.

Sincerely,

T. W. Owen, CFO

Broadleaf Capital Partners, Inc.

2

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    broadleafcorresp09202013.htm

Broadleaf Capital Partners, Inc.

3887 Pacific Street

Las Vegas, NV 89121

September 20, 2013

Daniel L. Gordon

Branch Chief

US Securities and Exchange Commission

Washington DC  20549

Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.

Form 10-K for the year ending December 31, 2012

Filed March 28, 2013

File No. 814-00175

Mr. Gordon:

Enclosed are the responses item by item to your recent comment letter. Our responses are in order and following your comments for ease of reference and are as follows:

 Form 10-K for the year ended December 31, 2012

Management’s Annual Report on Internal Control over Financial Reporting, page 30

1.

We note that your response to comment one in our letter dated August 5, 2013 does not mention the framework you used to evaluate the effectiveness of your internal control over financial reporting (“ICFR”). Please note that the framework on which management bases its evaluation of ICFR must be a suitable, recognized control framework. Many companies follow the “Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), but other frameworks are also acceptable. In June 2007, the SEC issued interpretative guidance regarding management’s report on ICFR (Release No. 33-8810). An evaluation following this interpretative guidance is one way to satisfy the evaluation requirements of ICFR. In future filings please disclose the framework you used to evaluate the effectiveness of your ICFR.

Response

Please note that the Company is using the Internal Control- Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") which was described in detail in our last response letter without citing the Commission's report. We will also include this description of our evaluation in our  future filings

 General

2.

We note the acknowledgements (i.e. Tandy language) provided at the end of your response letter dated August 16, 2013. However, you have not acknowledged that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Please include all of the acknowledgements that we required in our letter dated

August 5, 2013. We note your disclosure of the operating results of your subsidiary Pipeline Nutrition, Inc. on page 10.

Response

Although implied for our original responses, we confirm here that as part of our responses on the letter dated August 16, 2013, the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States.

In conclusion, your comments are duly noted and will be incorporated into our future filings and response letters. We also once again acknowledge as part of our response  the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States.

Sincerely,

T.W. Owen CFO

Broadleaf Capital Partners, Inc.

CORRESP
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    broadleafcorresp09172013.htm

Broadleaf Capital Partners, Inc.

3887 Pacific Street

Las Vegas, NV 89121

September 16, 2013

Daniel L. Gordon

Branch Chief

US Securities and Exchange Commission

Washington DC  20549

Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.

Form 10-K for the year ending December 31, 2012

Filed March 28, 2013

File No. 814-00175

Mr. Gordon:

Enclosed are the responses item by item to your recent comment letter. Our responses are in order and following your comments for ease of reference and are as follows:

 Form 10-K for the year ended December 31, 2012

Management’s Annual Report on Internal Control over Financial Reporting, page 30

1.

 We note that your response to comment one in our letter dated August 5, 2013 does not mention the framework you used to evaluate the effectiveness of your internal control over financial reporting (“ICFR”). Please note that the framework on which management bases its evaluation of ICFR must be a suitable, recognized control framework. Many companies follow the “Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), but other frameworks are also acceptable. In June 2007, the SEC issued interpretative guidance regarding management’s report on ICFR (Release No. 33-8810). An evaluation following this interpretative guidance is one way to satisfy the evaluation requirements of ICFR. In future filings please disclose the framework you used to evaluate the effectiveness of your ICFR.

Please note that the Company is using the Internal Control- Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") which was described in detail in our last response letter without citing the Commission's report. We will also include this description of our evaluation in our  future filings

 General

2.

We note the acknowledgements (i.e. Tandy language) provided at the end of your response letter dated August 16, 2013. However, you have not acknowledged that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Please include all of the acknowledgements that we required in our letter dated August 5, 2013. We note your disclosure of the operating results of your subsidiary Pipeline Nutrition, Inc. on page 10

We have noted your comment and will include "Tandy language" disclosure in all of our future responses.

In conclusion, your comments are duly noted and will be incorporated into our future filings and response letters. We acknowledge as part of our response  the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States.

Sincerely,

T. W. Owen, CFO

                                                                                                                             Broadleaf Capital Partners, Inc.

September 11, 2013

Via E -mail
Ms. Donna Steward
Chief Financial Officer
Broadleaf Capital Partners, Inc.
3887 Pacific Street
Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.
 Form 10-K for the year ended December 31, 2012
Filed March 28, 2013
File No. 814 -00175

Dear Ms. Steward :

We have reviewed your filing an d have the following 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2012  filed March 28, 201 3

Management’s Annual Report on Internal Control over Financial Reporting, page 30

1. We note that your response to comment one in our letter dated August 5, 2013
does not mention the framework you used to evaluate the effectiveness of your
internal control over financial reporting  (“ICFR”).  Please note that the framework
on which manageme nt bases its evaluation of ICFR must be a suitable, recognized
control framework. Many companies follow the “Internal Control —Integrated
Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"), but other framework s are also acceptable. In
June 2007, the SEC issued interpretative guidance regarding management’s report
on ICFR (Release No. 33 -8810). An evaluation following this interpretative

Ms. Donna Steward
Broadleaf Capital Partners, Inc.
September 11, 2013
Page 2

 guidance is one way to satisfy the evaluation requirements of ICFR.  In fut ure
filings please disclose the framework you used to evaluate the effectiveness of
your ICFR.

General

2. We note the acknowledgements (i.e. Tandy language) provided at the end of your
response letter dated August 16, 2013.   However, you have not acknowle dged that
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing .
Please include all of the acknowledgements that we required in our letter dated
August 5, 20 13.

You may con tact Jorge Bonilla, Staff Accountant, at (202) 551 -3414  or me at
(202) 551 -3486  if you have questions regarding comments on the financial statements
and related matters.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

cc:  J. Michael King, President

CORRESP
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    broadleafcorresp08222013.htm

Broadleaf Capital Partners, Inc.

3887 Pacific Street

Las Vegas, NV 89121

August 16, 2013

Daniel L. Gordon

Branch Chief

US Securities and Exchange Commission

Washington DC  20549

Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.

Form 10-K for the year ending December 31, 2012

Filed March 28, 2013

File No. 814-00175

Mr. Gordon:

Enclosed are the responses item by item to your recent comment letter. Our responses are in order and following your comments for ease of reference and are as follows:

 Form 10-K for the year ended December 31, 2012

Management’s Annual Report on Internal Control over Financial Reporting, page 30

1.

We note that you have not disclosed the framework used by management to evaluate the effectiveness of your internal control over financial reporting. Please tell us how you considered Item 308(a)(2) of Regulation S-K which requires such disclosure.

The framework for our evaluation recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the year December 31, 2012 covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  This evaluation included interview of appropriate personnel and walk through of our current procedures for control to ensure management who is responsible for establishing and maintaining adequate internal control over financial reporting of the Company is adequately performing that function and the findings of our evaluations are communicated through our SEC filings.

 Note 2.Summary of Significant Accounting Policies

Principles of Consolidation, page 20

2.

We note your disclosure of the operating results of your subsidiary Pipeline Nutrition, Inc. on page 10 of your Form 10-K, and it appears from your disclosure on page 8 of your Form 10-Q for March 31, 2013 that you own 51% of this entity. Please tell us how your financial statements reflect the noncontrolling interest in this subsidiary. Refer to ASC 810.

We see where that was listed in error. Our eventual plan is to spin off 51% of the subsidiary in the future after Broadleaf Capital has multiple business entities running and contributing cash flow to our organization. There is no current noncontrolling interest and page 10 will be amended in our future filings.

We acknowledge as part of our response  it is our responsibility for the adequacy and accuracy of the disclosure in the filing and we will not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

By:

/s/ J. Michael King

J. MMichael King

President

Broadleaf Capital Partners, Inc.

August 5 , 2013

Via E -mail
Ms. Donna Steward
Chief Financial Officer
Broadleaf Capital Partners, Inc.
3887 Pacific Street
Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.
 Form 10-K for the year ended December 31, 2012
Filed March 28, 2013
File No. 814 -00175

Dear Ms. Steward :

We have reviewed your filing an d have the following 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2012

Management’s Annual Report on Internal Control over Financial Reporting, page 30

1. We note that you have not disclosed the framework used by management to evaluate the
effectiveness of your internal control over financial reporting.  Please tell us how you
considered Item 308(a)(2) of Regulation S -K which requires such disclosure.

Note  2.Summary of Significant Accounting Policies

Principles of Consolidation , page 20

2. We note your disclosure of the operating results of your subsidiary Pipeline Nutrition,
Inc. on page 10 of your Form 10 -K, and it appears from your disclosure on page 8 of  your
Form 10 -Q for March 31, 2013 that you own  51% of this entity.  Please tell us how your

Ms. Donna Steward
Broadleaf Capital Partners, Inc.
August 5 , 2013
Page 2

 financial statements reflect the noncontrolling interest in this subsidiary.  Refer to ASC
810.

We urge all persons who are responsible for the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a  company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may con tact Jorge Bonilla, Staff Accountant, at (202) 551 -3414  or me at (202) 551 -
3486  if you have questions regarding com ments on the financial statements and related matters.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

cc:  J. Michael King, President

January 9, 2013

Via E -mail
J. Michael King
Broadleaf Capital Partners, Inc.
3887 Pacific Street
Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.
Form 10-K for Fiscal Year Ended December 31, 2011
Form 10 -Q for Fiscal Quarter Ended September 30, 2012
File No. 814 -00175

Dear Mr. King:

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Branch Chief

CORRESP
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    Unassociated Document

BROADLEAF CAPITAL PARTNERS, INC.

3887 Pacific Street

Las Vegas, NV 89121

(Tel) 702-650-3000

(Fax) 702-697-8944

Via Edgar Correspondence

December 6, 2012

Securities and Exchange Commission

Attn:  Tom Kluck, Branch Chief

Washington, DC 20549

Re:          Broadleaf Capital Partners, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed April 3, 2012

Form 10-Q for the Quarter Ended September 30, 2012

Filed November 6, 2012

File No. 814-00175

Dear Sirs/Madame:

This letter is in response to your email dated November 26, 2012.

Comment No. 1

Form 10-K for Fiscal Year Ended December 31, 2011

Cover Page

We note that on the cover page of Form 10-K, you indicate that registrant is not a shell company as defined under Rule 12b-2 of the Exchange Act.  We also note that the registrant appears to have had a nominal operations and assets consisting of cash and nominal assets.  Please advise us how the registrant is not a shell company or revise this disclosure in future Exchange Act periodic reports.

Response No. 1

The Company does not believe that it is a shell company as defined under Rule 12b-2 of the Exchange Act.  The operations of the Company are not nominal.  Historically, the Company was the owner of an interest in the Canyon Shadows housing project in Southern California.  The acquisition cost of Canyon Shadows was $1,131,961.

1

After Canyon Shadows was sold by the Company in February 2012, it created a subsidiary Pipeline Nutrition, Inc., a Nevada corporation, selling to the public a sports supplement called “Tsunami Strike”.  As reported in the Company’s 10-Q for the period ended September 30, 2012, the Company reported that it had $67,829 worth of inventory of Tsunami Strike with $144,506 in cash.

The Company’s investment in Canyon Shadows dates back to 1995.  As of February 2012, the Company sold its only major asset Canyon Shadows Limited Partnership creating a small amount of cash reserves and eliminating most of its outstanding liabilities.  See Note 4 to Form 10-Q for period ended September 30, 2012.

For the nine months ended September 30, 2012, revenues were approximately $21,600 compared to $25,715 for the nine months ended September 30, 2011, decreasing by $4,115. During this time investment income stopped as a result of the sale of the Canyon Shadows investment and the Company started recording sales from is subsidiary Pipeline Nutrition, Inc. which was $20,696 of the total revenues in 2012. There were no Pipeline Nutrition, Inc. revenues in 2011.  See, 10-Q for the period ended September 30, 2012 at page 24.

Based on the above, the Company does not believe it is a shell company because it has been engaged in business activities since 1995 to the present.

Comment No. 2

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 9

2.  We believe your MD&A section could benefit from an expanded “Overview” section that offers investors an introductory understanding of the registrant and the matters with which management is concerned primarily in evaluating the company’s financial condition and operating results.  A good introduction, accordingly, might include a discussion of the following:  the economic and industry-wide factors relevant to the company; a discussion of how the company earns or expects to earn revenues and income; the identity of the company’s primary business lines, locations of operations and principal services; and insight into material opportunities, challenges, risks, and material trends and uncertainties.  For more detailed discussion of what is expected in both this subheading and the MD&A section in general, please refer to SEC Release No. 33-8350 (Dec. 19, 2003).  See also Item 303 of Regulation S-K.

Response No. 2

The Company will supplement its MD&A in future Exchange Act filings consistent with Comment No. 2.

2

3.  We note your intention to operate your business through your parent company.  Please revise your Business section in future filings to address your corporate structure and discuss the business of each entity.

Response No. 3

The Company will revise its Business section in future filings under the Exchange Act to address its corporate structure as parent to its subsidiary Pipeline Nutrition, Inc.

Item 9(A)(T).  Controls and Procedures, page 34.

4.  We note that management determined that you had ineffectual internal controls for the period presented.  Please revise to discuss the remediation plans, if any, to cure the noted deficiencies.

Response 4:

The Company will remediate its internal controls by appointing Donna Steward as its full time financial officer.  See 8-K dated December 5, 2012.

Item 10.  Directors, Executive Officers and Corporate Governance, page 25.

5.  With respect to your directors, please revise to explicitly discuss the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director, in light of your business structure.  Please refer to Item 401(e) of Regulation S-K for guidance.

Response No. 5

The background and experience of our officers and directors is set-forth in the Company’s 10-K for the period ended December 31, 2011 as filed on April 3, 2012.  With respect to each officer and director, the Company believes that each person has the necessary experience, qualifications and attributes to serve as an officer and/or director.

In relevant part, the 10-K for the period ended December 31, 2011 provides as follows at pages 35-36:

* * * * *

3

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Officers

The following sets forth the names and ages of all of our directors and executive officers as of the date of this annual report. Also provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal.  There are no arrangements or understandings between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

The following persons constitute all of the Company’s Executive Officers and

Directors:

   NAME                        AGE         POSITION

   Michael King              74            President

   Donna Steward           70            CFO/ Director

   Charles Snipes            90            Director

   Robert McCoy            70            Director

The Company's Bylaws currently authorize up to 13  directors.  Each director is elected for one year at the annual meeting of stockholders and serves until the next annual  meeting  or  until  a  successor  is  duly elected and qualified. Executive officers serve at the discretion of our board of directors. There are no family relationships among any of the directors and executive officers.

Michael “Mike” King

Mike and his company Princeton Research, specialize in the creation, development, and promotion of business ventures that serve either a social or economic purpose. A 1960 graduate of the Wharton School of the University of Pennsylvania, Michael has spent nearly 30 years on Wall Street as broker, trader, and principle of his own companies. Before New York, he co-founded the Imperial Battery Company in Lynchburg, Virginia and worked for Amco-Teledyne where he engineered the design and operation of industrial plants for companies such as International Shoe. Michael has always maintained a progressive vision for the future, evidenced by his founding of the Tuskegee Mills textile factory in Tuskegee, Alabama where he was the first business owner in the American South to hire black women.

A former member of the New York Mercantile Exchange and the Chicago Board of Trade, Michael founded his own firm, King Commodity Services, before managing several high-profile accounts on Wall Street, including the Bunker Hunt account, while working for the likes of E.F. Hutton, Shearson Lehman, and Anglo American.

4

 After placing 2nd and 5th respectively in the 1990 and 1991 United States Investing Championship, he became a partner at ZimLev, Inc., a company which generated $90 million in equity, managed $1 billion in assets, and was a top ten performer between 1992 and 1995.

In 1997 Michael moved to Las Vegas and founded Princeton Research, Inc., registering soon after with Morgan Fuller Capital of San Francisco. Since 1999 Michael and Princeton have published a daily, and now weekly market letter providing on-point analysis of fundamental economic data and investment advice to an extensive network of analysts, investors, and traders across the world.

Donna M. Steward

Donna M.  Steward has over 37 years of experience in the banking industry in credit management and managing operations both domestic and international. Having worked in various management positions within that industry.   She  has maintained  a  long  working  relationship  with  her  clients with that "extra attention"  to  achieve  success.   Ms.  Steward has her own Mortgage Company since1995, consulting and negotiating with banks.   Ms.  Steward is a licensed real estate broker and insurance broker in the State of California. Ms Steward is very active in the local community.

Charles Snipes

Born  in  Arizona, raised in Southern California, product of the  local  school system.  Graduated from UCLA in Business and Accounting.  Spent 5 years in the Navy during World War  II.   Involved  in  various  business firms as employee, manager, and owner for 25 years.  From 1973 to 1993, when he sold the business, President of an internal oil service company, with offices  in 20 states and 16 foreign countries.  Since 1993, he has been involved in various  aspects of the self-storage  business,  as  well  as serving on several Boards in a consulting capacity.

Robert McCoy

He graduated from Frayser High School – Memphis TN and the University of Tennessee – Knoxville TN. He is an experienced senior executive with 14 years facilities management experience and 28 years senior management experience among various companies. As President of Marquis Elevator, Inc. he built and then later sold the largest independent elevator company in Nevada. Bob has served as Secretary and Treasurer of CLX Medical since March 2007 and also serves as its Principal Accounting Officer.

* * * * *

5

Signatures, page 42

6.  In future filings, please include the signatures of your principal executive officer and principal accounting officer.  Please refer to General Instruction D(2)(a) of Form 10-K for guidance.

Response No. 6

The Company in its future filings under the Exchange Act will provide the signatures of its principal executive officer and principal accounting officer.

Exhibits

7.  Please file a list of subsidiaries exhibit or advise.  Refer to Item 601(b)(21) of Regulation S-K for guidance.

Response No. 7

The Company will file a list of its subsidiaries in future Exchange Act filings.  At this date, the Company’s only subsidiary is Pipeline Nutrition, Inc., a Nevada corporation.

Exhibit 31.1

8.  Please tell us if Mr. King is your principal executive officer as well as your principal financial officer.  We may have further comment.

Response No. 8

Mr. King is the Company’s principal executive officer as well as principal financial officer.  The Company will file a Form 8-K announcing that Donna Steward will act as the principal financial officer effective December 5, 2012.

9.  We note the introductory paragraph of your certification in which you indicate that the certification covers both the fiscal years ended December 31, 2011 and December 31, 2010.  Please note that the certification should only identify the period to which it relates.  Please revise this paragraph accordingly in your future Exchange Act periodic reports.

Response No. 9

In future Exchange Act filings, the Company will make sure that any certifications are made for the period to which the report relates.

6

Form 10_Q for the Quarter Ended September 30, 2012

Item 2.  Description of Business, page 22.

10.  We note your disclosure in this section that the registrant’s investment focus is centered on real estate and finance.  We also note your disclosure in the MD&A section that the company’s only revenues are from sales from its majority owned-subsidiary Pipeline Nutrition, Inc.  In future Exchange Act periodic reports, please describe this section the business of your subsidiary Pipeline Nutrition, Inc.  Please be sure to include any material arrangement or agreements regarding Pipeline Nutrition, Inc.

Response No. 10

In future Exchange Act filings, the Company will describe in greater detail information regarding its subsidiary Pipeline Nutrition, Inc. including material arrangements or agreements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 22.

Results of Operations 2012-2011, page 24.

11.  We note your disclosure regarding the company beginning to record sales from its subsidiary Pipeline Nutrition, Inc.  In future Exchange Act periodic reports, please describe these sales in greater detail.

Response No. 11:

In future Exchange Act filings, the Company will provide greater detail to the record of sales from its subsidiary Pipeline Nutrition, Inc.

The Company acknowledges that:

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If there are any further questions, please contact me at your earliest convenience via email at: mike@princetonresarch.com.

Very truly yours,

Broadleaf Capital Partners, Inc.

By:

 Michael King

Name :
 Michael King

Title :
 President

7

November 26,  2012

Via E -mail
J. Michael King
Broadleaf Capital Partners
3887 Pacific Street
Las Vegas, NV 89121

Re: Broadleaf Capital Partners, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed April 3, 2012

Form 10 -Q for the Quarter Ended September 30, 2012
Filed November 6, 2012

File No. 814-00175

Dear Mr. King :

We have reviewed your filing an d have the following 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.
Form 10 -K for Fiscal Year Ended December 31, 2011
Cover Page
 We note that on the cover page of the Form 10 -K, you indicate that the registrant is not a 1.
shell comp any as defined under Rule 12b -2 of the Exchange Act.  We also note that the
registrant appears to have had nominal operations and assets consisting of cash and
nominal assets.  Please advise us how the registrant is not a shell company or revise this
discl osure in future Exchange Act periodic reports.

J. Michael King
Broadleaf Capital  Partners
November 26, 2012
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 9
 We believe your MD&A section could benefit from an expanded “Overview” section that 2.
offers investors an introductory understanding of the registrant and the matters with
which management is concerned primarily in evaluating the company’s financial
condition and operating results.  A good introduction, accordingly, might include a
discussion of the following:   the economic or industry -wide factors relevant to the
company; a discussion of how the company earns or expects to earn revenues and
income; the identity of the company’s primary business lines, location(s) of operations
and principal services; and insig ht into material opportunities, challenges, risks, and
material trends and uncertainties.  For a more detailed discussion of what is expected in
both this subheading and the MD&A section in general, please refer to SEC Release No.
33-8350  (Dec. 19, 2003 ).  See also  Item 303 of Regulation S -K.
 We note your intention to operate your business through your parent company.  Please 3.
revise your Business section in future filings to address your corporate structure and
discuss the business of each entity.
Item 9( A)(T). Controls and Procedures, page 34
 We note that management determined that you had ineffective internal controls for the 4.
period presented.  Please revise to discuss the remediation plans, if any, to cure the noted
deficiencies.
Item 10. Directors, Exe cutive Officers and Corporate Governance, page 35
 With respect to your directors, please revise to explicitly discuss the specific experience, 5.
qualifications, attributes or skills that led to the conclusion that the person should serve as
a director , in light of your  business and structure .  Please refer to Item 401(e) of
Regulation S -K for guidance
Signatures, page 42
 In future filings, please include the signatures of your principal executive officer and 6.
principal accounting officer or controller.  Plea se refer to General Instruction D(2)(a) of
Form 10 -K for guidance.
Exhibits
 Please file a list of subsidiaries exhibit or advise.  Refer to Item 601(b)(21) of Regulation 7.
S-K for guidance.

J. Michael King
Broadleaf Capital  Partners
November 26, 2012
Page 3

 Exhibit 31.1
 Please tell us if Mr. King is your principal executiv e officer as well as your principal  8.
financial officer.  We may have further comment.
 We note the introductory paragraph of your certification in which you indicate that the 9.
certification covers both the fiscal years ended December 31, 2011 and December 31,
2010.  Please note that a certification should only identify the period to which it relates.
Please revise this paragraph accordingly in your future Exchange Act periodic reports.
Form 10 -Q for the Quarter Ended September 30, 2012
Item 2. Description of Business , page 22
 We note your disclosure in this section that the registrant’s investment focus is centered 10.
on real estate and finance.  We also note your disclosure in the MD&A section that the
company’s only revenues are from sales from its majority owned -subsidiary Pipeline
Nutrition, Inc.  In future Exchange Act periodic reports, please describe in this section the
business of your subsidiary Pipeline Nutrition, Inc.  Please be sure to include any material
arrangement or agreements regarding Pipelin e Nutrition, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
22
Results of Operations 2012 -2011, page 24
 We note your disclosure regarding  the company beginning  to record sales from its 11.
subsidiary Pipeli ne Nutrition, Inc.  In future Exchange Act periodic reports, please
describe these sales in greater detail.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the  disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to  disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the f ederal securities laws of the United States.

J. Michael King
Broadleaf Capital  Partners
November 26, 2012
Page 4

Please contact Erin E. Martin, Attorney -Advisor, at (202) 551 -3391 or me at (202) 551 -
3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Branch Chief