UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. 3)

Check the appropriate box:

TimefireVR Inc.RED CAT HOLDINGS, INC.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Preliminary Proxy Statement

TimefireVR Inc

Dba/ Teraforge

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ  85251

To the shareholders of TimefireVR Inc.:

We are pleased

July 1st, 2022

To Our Shareholders:

It is my pleasure to invite you to attend the 2022 Annual Meeting of the ShareholdersStockholders (the “Annual Meeting”) of TimefireVRRed Cat Holdings, Inc., a Nevada corporation (“Timefire” or the “Company”Red Cat”), which. The Annual Meeting will be held on September 23rd, 2022. This year, in light of the continued public health impact of the COVID-19 pandemic, the Annual Meeting will be held entirely online. The virtual meeting will also allow for greater participation by all of our stockholders, regardless of their geographic location. The Annual Meeting will be a virtual meeting to be held as an audio-only conference call by calling 877-407-3088 (Toll Free).  The Annual Meeting will begin at 10:00 a.m.approximately 12 p.m., local timeEastern Time.

The matters expected to be acted upon at the Annual Meeting are listed in the Notice of Annual Meeting of Stockholders and more fully described in the accompanying proxy statement. We have also made available or provided our Annual Report on November 29, 2018 at Nason, Yeager, Gerson, White & Lioce, P.A., 3001 PGA Boulevard, Suite 305 Palm Beach Gardens, Florida 33410,Form 10-K for the following purposes:fiscal year ended April 30, 2022 which contains important business and financial information regarding Red Cat.

Your vote is important. Whether or not you plan to attend the audio-only Annual Meeting, to ensure that your shares will be represented, please cast your vote as soon as possible via the internet, or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually.

YOUR VOTE IS IMPORTANT

Your vote is important. As described in your electronic proxy materials notice or on the enclosed paper proxy card and voting instructions, please vote by: (1) accessing the internet website or (2) signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States).  Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend online.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON SEPTEMBER 23, 2022: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.REDCAT.VOTE ON AUGUST 5, 2022.

RED CAT HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

SEPTEMBER 23, 2022

To the Shareholders:

The Company’s Board of Directors (the “Board”) has fixed the close of business on October 5, 2018 as the date (the “Record Date”) for a determination of shareholders entitled toThis notice of and to vote at, this Annual Meeting or any adjournment thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting, to be heldproxy statement, form of proxy and our 2022 Annual Report are being distributed or made available on November 29, 2018. This Proxy Statement is available at:https://www.proxyvote.com.or about August 5, 2022.

If You PlanWhether or not you plan to Attend

Please note that space limitations make it necessaryattend the audio-only conference call Annual Meeting, we encourage you to limit attendance to shareholders. Registration and seating will begin at 9:45 a.m. Shares can be voted at the meeting only if the holder is present in personvote or by valid proxy.

For admission to the meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the Record Date, such as the enclosedsubmit your proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

If you do not plan on attending the meeting, please vote your shares via the internet, by fax or by signingrequest and datingsubmit your proxy card as soon as possible, so that your shares may be represented at the enclosed proxy and return it in the business envelope provided. Your vote is very important.meeting.

Dated: October ___, 2018

Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by fax or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

Preliminary Proxy Statement

TimefireVR Inc

Dba/ Teraforge

7150 E. Camelback Rd.

Suite 444

Scottsdale AZ  85251

ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

Why am I receiving these materials?

These proxy materials are being sent to the holders of shares of the voting stock of Timefire in connection with the solicitation of proxies by Timefire’s Board for use at the Annual Meeting to be held at 10:00 a.m. on November_29, 2018 at Nason, Yeager, Gerson, White & Lioce, P.A., 3001 PGA Boulevard, Suite 305 Palm Beach Gardens, Florida 33410. The proxy materials relating to the Annual Meeting are first being mailed to shareholders entitled to vote at the meeting on or about October 19, 2018.

Who is entitled to vote?

The Board has fixed the close of business on October 5, 2018 as the Record Date for a determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were 235,460,470 shares of common stock outstanding. Each share of the Company’s common stock represents one vote that may be voted on each matter that may come before the Annual Meeting. There are no shares of preferred stock that are entitled to vote.

The Board intends to use Proxies, executed by shareholders of the Company’s common stock in conjunction with the sale of the Company’s subsidiary, Timefire LLC (“TLLC”), to vote the shares of the shareholders who executed proxies for the purposes of approving the sale of TLLC, among other things. The following table sets forth the name and the number of shares of voting stock held by the shareholders who executed proxies:

(1) Includes shares of common stock owned by Hayjour Family LP.

(2) Includes 7,452,951 shares held directly and 6,977,951 shares held by Caroline Wise.

(3) Includes 6,977,951 shares held directly and 7,452,951 shares held by John Wise.

(4) Jeffrey Rassas is the general partner.

What is the difference between holding shares as a record holder and as a beneficial owner?

If your shares are registered in your name with the Company’s transfer agent, Equity Stock Transfer, you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

Who may attend the meeting?

Record holders and beneficial owners may attend the Annual Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date. Please see below for instructions on how to vote at the Annual Meeting if your shares are held in street name.

How do I vote?RED CAT HOLDINGS, INC.

15 AVE. MUNOZ RIVERA, STE 2200

SAN JUAN, PUERTO RICO 00901

Record Holder

If you vote by Internet or fax, please DO NOT mail your proxy card.PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

Beneficial Owner (Holding Shares in Street Name)

What constitutes a quorum?July 1st, 2022

To carryINFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the businessboard of directors of Red Cat Holdings, Inc. (“we,” “us,” the “Company,” “our company” or “Red Cat”) for use at our 2022 Annual Meeting of Stockholders (the “Annual Meeting”), to be held as an audio-only conference call by calling 877-407-3088 (Toll Free) on September 23, 2022 at 12 p.m. Eastern Time, and any adjournment or postponement thereof. Beginning on or about August 5th, 2022, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), which contains instructions on how to access this proxy statement for the Annual Meeting we must have(this “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended April 30, 2022 (the “Annual Report”), is being mailed to our stockholders. Our fiscal year ended April 30, 2022 is also referred to herein as “Fiscal 2022.”

INTERNET AVAILABILITY OF PROXY MATERIALS

We are using the internet as the primary means for furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a quorum. For proposals twoNotice of Internet Availability with instructions for accessing the proxy materials online, including this Proxy Statement and three, a quorum is present when 50.1%our Annual Report, and for voting via the internet or by mail. The Notice of Internet Availability also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We encourage stockholders to take advantage of the outstanding sharesonline availability of stock entitled to vote,proxy materials, as of the Record Date, are representedwe believe it helps in person or by proxy. For proposals one, four, fiveconserving natural resources and six, a quorum is present when 25% of the outstanding shares of stock entitled to vote, as of the Record Date, are represented in person or by proxy. Shares owned by the Company are not considered outstanding or considered to be present at the Annual Meeting. Broker non-votes (because there is a non-routine matter presented at the Annual Meeting)reduces our printing and abstentions are counted as present for the purpose of determining the existence of a quorum.mailing costs.

What happens if the Company is unable to obtain a quorum?

If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit solicitation of proxies.

Which proposals are considered “Routine” or “Non-Routine”?

Proposals 2 and 3 are routine.

Proposals 1, 4, 5, 6 are non-routine.GENERAL INFORMATION ABOUT THE MEETING

What is a broker non-vote?the purpose of the Annual Meeting?

If your sharesThe purpose is to have stockholders vote upon the proposals described in this Proxy Statement.

What proposals are held in street name, you must instruct the organization who holds your shares howscheduled to vote your shares. If you do not provide voting instructions, your shares will not be voted on any non-routine proposal. Thisat the Annual Meeting?

Stockholders will be asked to vote is called a “broker non-vote.” Broker non-votes do not count as a vote “FOR” or “AGAINST” anyupon the following four proposals:

1.The election of each of the Proposals.five (5) directors set forth in Proposal One to serve for a term of one year or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

If you are2.The ratification of the shareholderappointment of record, and you sign and return a proxy card without giving specific voting instructions, thenBF Borgers, CPA, PC as our independent registered public accounting firm for the proxy holdersfiscal year ending April 30, 2023.

3.An advisory vote to approve named executive officer compensation (the say-on-pay vote).

4. An advisory vote on how frequently named executive officer compensation will vote your shares in the manner recommendedbe voted upon by the shareholders (the say-on-frequency vote).

What is the recommendation of our Board of Directors on all matters presented in this Proxy Statement and aseach of the proxy holders may determine in their discretion with respectproposals scheduled to any other matters properly presented for a votebe voted upon at the meeting. If your shares are held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your proxy card but do not provide instructions on how your broker should vote, your broker will vote your shares as recommended by the Board on any non-routine matter. See the note below and the following question and answer.Annual Meeting?

How are abstentions treated?

Abstentions only have an effect on the outcomeOur Board of any matter being voted onDirectors recommends that requires the approval based on the Company’s total voting stock outstanding. Thus, abstentions have no effect on any of the proposals.

How many votes are needed for each proposal to pass, is broker discretionary voting allowed and what is the effect of an abstention?you vote your shares:

Why are we having a virtual only meeting?

In consideration of the continued public health impact of the COVID-19 pandemic and our commitment to support the health, safety and wellness of our communities, stockholders, and other stakeholders, we will hold the Annual Meeting in a virtual format which will be conducted via an audio-only conference. We intend to hold the virtual Annual Meeting in a manner that affords you the same rights and opportunities to participate as you would have at an in-person meeting.

Who may attend and how do I attend?

All holders of our common stock as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting (via webinar or phone call). Set forth below is a summary of the information you need to attend the Annual Meeting:

What areif I have technical difficulties or trouble accessing the voting procedures?virtual Annual Meeting?

You may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, orWe will have technicians ready to assist you with any technical difficulties you may abstain from voting onhave in accessing the virtual Annual Meeting. If you encounter any of these proposals. You should specify your respective choices on the accompanying proxy carddifficulties, please call: 877-804-2062 (Toll Free) or your proxy card.email proxy@equitystock.com.

Is my proxy revocable?

You may revoke your proxy and reclaim your right to vote up to and including the dayA replay of the Annual Meeting by giving written notice to the Corporate Secretary of Timefire, by delivering a proxy card dated after the date of the proxy or by voting in person at the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: TimefireVR Inc., Dba/Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.

Who is paying for the expenses involved in preparing and mailing this proxy statement?

All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We may hire an independent proxy solicitation firm.posted as soon as practical on www.redcat.vote.

What happens if additional matters are presentedWho can vote at the Annual Meeting?

Other thanStockholders as of the items of business described in this Proxy Statement, weRecord Date are not aware of any other businessentitled to be acted uponvote at the Annual Meeting. IfAt the close of business on the Record Date, there were_______________ shares of our common stock outstanding and entitled to vote.  Each share of our common stock as of the close of business on the Record Date is entitled to one vote on each matter presented at the Annual Meeting. There is no cumulative voting.

How do I vote my shares?

Whether you plan to attend the virtual Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. Except as set forth below, if you properly submit a signed proxy card, the persons named as proxy holders will have the discretion to votewithout giving specific voting instructions, your shares on any additional matters properly presented for a vote atwill be voted in accordance with the Board of Director’s recommendations. Voting by proxy will not affect your right to attend the Annual Meeting.

WhatIf your shares are registered directly in your name through our stock transfer agent, Equity Stock Transfer, or you have stock certificates, you may vote:

1. By Internet. The website address for Internet voting is www.redcat.vote. Please click “Vote Your Proxy” and enter your control number.
2. By mail. Mark, date, sign and mail promptly the Proxy Card, ATTN: Shareholder Services.
3. At the Annual Meeting. If you are a shareholder of record, you can participate and vote your shares at the Annual Meeting by visiting www.redcat.vote and then clicking “Vote Your Proxy”. You may then enter the control number included on your Proxy Card and view the proposals and cast your vote.

If your shares are held in “street name,” your bank, broker or other nominee should provide to you a request for voting instructions along with the Company’s proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares. If you partially complete the voting instruction but fail to complete one or more of the voting instructions, then your nominee may be unable to vote your shares with respect to the proposal as to which you provided no voting instructions. Alternatively, if you want to vote your shares during the Annual Meeting, you must contact your nominee directly in order to obtain a quorumproxy issued to you by your nominee holder. Note that a broker letter that identifies you as a stockholder is not the same as a nominee-issued proxy. If you fail to present a nominee-issued proxy to proxy@equitystock.com by 5:00 p.m. Eastern Time on September 21, 2021, you will not be able to vote your nominee- held shares during the Annual Meeting.

Can I change my vote or revoke my proxy?

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Will I be able to ask questions at the Annual Meeting?

If a quorum is not present atShareholders may submit live questions on the scheduled time ofconference line while attending the Annual Meeting, then Mr. Jonathan Read, the Company’s Chief Executive Officer and Chairman of the Board, or Mr. Gary Smith, a member of the Board, are authorized to adjourn the Annual Meeting until a quorum is present or represented.

What is “householding” and how does it affect me?

Record holders who have the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce the Company’s printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other record holders with whom you share an address, receive multiple copies of these proxy materials, or if you hold Timefire stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Company’s Corporate Secretary at: TimefireVR Inc., Dba/ Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.

If you participate in householding and wish to receive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Company’s Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Do I have dissenters’ (appraisal) rights?

Appraisal rights are not available to the Company’s shareholders with any of the proposals brought before thevirtual Annual Meeting.

Can a shareholder present a proposal Only questions pertinent to be considered at the next Annual Meetingmeeting matters or Special Meeting?

For a shareholder proposal to be considered for inclusion in the Company’s Proxy Statement and proxy card for the next meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, (the “Exchange Act,”) the following is required:

A nomination or other proposal will be disregarded if it does not comply withanswered during the above procedures. All proposalsmeeting, subject to time constraints. Questions that are substantially similar may be grouped and nominations should be sentanswered together to TimefireVR Inc., DBA/ Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.avoid repetition.

We reserve the right to amend the Company’s Bylaws and any change will apply to the next Annual Meeting or Special Meeting unless otherwise specified in the amendment.

Interest of Officers and Directors in Matters to Be Acted Upon

None of the officers or directors have any interest in any of the matters to be acted upon at the Annual Meeting.

The Board Recommends that Shareholders Vote “For” Proposal Nos. 1, 2, 3, 4, 5, and 6 (“Three years”).

PROPOSAL 1: TO ELECT MEMBERS TOWhat is the Company’s BOARD OF DIRECTORSquorum requirement for the Annual Meeting?

We currently have two directors. The termsholders of alla majority of the Company’s current directors will expire at this Annual Meeting. The Board proposes the electionvoting power of the following nomineesshares of our common stock entitled to vote at the Annual Meeting as directors:of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting, if you vote in advance of the Annual Meeting by mail or internet or by telephone or if you have properly submitted a proxy.

Jonathan ReadWhat is the vote required for each proposal?

Gary Smith

AllFor Proposal One, each director will be elected by a plurality of the votes cast, which means that the five (5) individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL NOMINEES,” to “WITHHOLD AUTHORITY FOR ALL NOMINEES” or “FOR ALL EXCEPT” one or more of the nominees listed above are currently directors of the Company. Additionally, all of the nominees have been nominated and have agreedyou specify. If any nominee is unable or unwilling to serve if elected. The two persons who receive the most votes cast will be elected and will serve as directors until the next Annual Meeting. If a nominee becomes unavailable for election before this Annual Meeting, the Board can name a substitute nominee andany reason, proxies willmay be voted for such substitute nominee unlessas the proxy holder might determine. Proxies may not be voted for more than five directors. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

For Proposal Two, ratification of the appointment of BF Borgers, CPA, PC as our independent registered public accounting firm for the fiscal year ending April 30, 2023 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the votes cast by stockholders.

For Proposal Three, the approval, on an instructionadvisory basis, of the named executive officer compensation will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the votes cast by stockholders.

For Proposal Four, the approval, on an advisory basis, of taking future advisory votes on executive officer compensation every three (3) years, obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the votes cast by stockholders.

How are abstentions and broker non-votes treated?

Abstentions (i.e. shares present at the Annual Meeting and marked “abstain”) and “broker non-votes” are each included in the determination of the number of shares present and entitled to vote at the meeting for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting; however, neither abstentions nor broker non-votes are counted as voted either for or against a proposal and, as such, will not affect the outcome of the vote on any proposal.

A “broker non-vote” occurs when your broker submits a proxy for your shares but does not indicate a vote for a particular proposal because the broker has not received voting instructions from you and is not authorized to vote on that proposal without instructions. A broker is authorized to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, but is not authorized to vote shares held for a beneficial owner on “non-routine” matters without instructions from the beneficial owner of those shares.

Proposals One, Three, and Four are each considered a “non-routine” matter. If you do not provide your broker with specific instructions on how to vote your shares, the broker that holds your shares will not be authorized to vote on Proposal One, Three, or Four. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

Proposal Two is considered a “routine” matter. Brokers have discretionary authority to vote shares that are beneficially owned on Proposal Two.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card via the internet or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign and return each proxy card you received to ensure that all of your shares are voted.

Who is paying for this proxy solicitation?

We will pay the expenses of soliciting proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any other information furnished to stockholders. Following the original mailing of the proxy materials, we and our agents, including directors, officers and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. Following the original mailing of the proxy materials, we will request brokers, custodians, nominees and other record holders to forward copies of the proxy materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, we will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote via the internet, you are responsible for any internet access charges you may incur.

Where can I find the voting results?

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the U.S. Securities and Exchange Commission (the “SEC”) in a current report on Form 8-K within four business days of the Annual Meeting.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of our Board of Directors

Our board of directors currently consists of five members. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal. There are no family relationships among any of our directors or executive officers.

Director Independence

Our Board has determined that all of our present directors are independent, in accordance with standards under the Nasdaq Listing Rules, other than Mr. Thompson. Our Board determined that, under the Nasdaq Listing Rules, Mr. Thompson is not an independent director because he is the Chief Executive Officer and President of the Company.

Our Board has determined that Messrs. Read, Freedman, Moe and Liuzza are independent under the Nasdaq Listing Rules’ independence standards for Audit Committee members. Our Board has also determined that they are independent under the Nasdaq Listing Rules independence standards for Compensation Committee members and for Governance and Nominating committee members.

Committees of the Board of Directors

Audit Committee

The Audit Committee is composed of three independent directors: Christopher Moe, Chairman of the Committee, Nicholas Liuzza, and Jonathan Read. Each member of the Audit Committee is an independent director as defined by the rules of the SEC and Nasdaq. The Audit Committee has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s financial management all matters relating to the contraryannual audit of the Company.

The Audit Committee monitors the integrity of our financial statements, monitors the independent registered public accounting firm’s qualifications and independence, monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements. The Audit Committee also meets with our auditors to review the results of their audit and review of our annual and interim financial statements.

The Audit Committee meets at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly financial statements and meets from time to time to discuss general corporate matters.

Audit Committee Financial Expert

Our Board determined that Christopher Moe is writtenqualified as an Audit Committee Financial Expert, as that term is defined by the rules of the SEC, in compliance with the Sarbanes-Oxley Act of 2002.

Compensation Committee

The Compensation Committee consists of Nicholas Liuzza, Chairman of the Committee, Joseph Freedman, and Jonathan Read, each of whom are independent directors. The Compensation Committee reviews, recommends and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s equity incentive plans (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers). The Compensation Committee meets in executive session to determine the compensation of the Chief Executive Officer of the Company. In determining the amount, form, and terms of such compensation, the Committee considers the annual performance evaluation of the Chief Executive Officer conducted by the Board in light of company goals and objectives relevant to Chief Executive Officer compensation, competitive market data pertaining to Chief Executive Officer compensation at comparable companies, and such other factors as it deems relevant, and is guided by, and seeks to promote, the best interests of the Company and its shareholders.

In addition, subject to existing agreements, the Compensation Committee determines the salaries, bonuses, and other matters relating to compensation of other executive officers of the Company using similar parameters. It sets performance targets for determining periodic bonuses payable to executive officers. It also reviews and makes recommendations to the Board regarding executive and employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a Board appointed committee with authority to administer a particular plan). In addition, the Compensation Committee approves the compensation of non-employee directors and reports it to the full Board.

The Compensation Committee also reviews and makes recommendations with respect to stockholder proposals related to compensation matters. The committee administers the Company’s equity incentive plans, including the review and grant of stock options and other equity incentive grants to executive officers and other employees and consultants.

The Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the committee.

Governance and Nominating Committee

The Governance and Nominating Committee consists of Joseph Freedman, Chairman of the Committee, Jonathan Read and Christopher Moe, each of whom meets the independence requirements of all other applicable laws, rules and regulations governing director independence, as determined by the Board.

The Governance and Nominating Committee (i) identifies individuals qualified to become members of the Board, consistent with criteria approved by the Board; (ii) recommends to the Board the director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected; (iii) recommends to the Board candidates to fill any vacancies on the proxy card.Board; (iv) develops, recommends to the Board, and reviews the corporate governance guidelines applicable to the Company; and (v) oversees the evaluation of the Board and management.

In recommending director nominees for the next annual meeting of stockholders, the Governance and Nominating Committee ensures the Company complies with its contractual obligations, if any, governing the nomination of directors. It considers and recruits candidates to fill positions on the Board, including as a result of the removal, resignation or retirement of any director, an increase in the size of the Board or otherwise. The principal occupationCommittee conducts, subject to applicable law, any and certainall inquiries into the background and qualifications of any candidate for the Board and such candidate’s compliance with the independence and other information aboutqualification requirements established by the Committee. The Committee also recommends candidates to fill positions on committees of the Board.

In selecting and recommending candidates for election to the Board or appointment to any committee of the Board, the Committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the Committee shall consider such factors at it deems appropriate, including, without limitation, the following: (i) personal and professional integrity, ethics and values; (ii) experience in corporate management, such as serving as an officer or former officer of a publicly-held company; (iii) experience in the Company’s industry; (iv) experience as a board member of another publicly-held company; (v) diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company; (vi) practical and mature business judgment; and (vii) composition of the Board (including its size and structure). 

The Committee develops and recommends to the Board a policy regarding the consideration of director candidates recommended by the Company’s stockholders and procedures for submission by stockholders of director nominee recommendations.

In appropriate circumstances, the Committee, in its discretion, will consider and may recommend the removal of a director, in accordance with the applicable provisions of the Company’s certificate of incorporation and bylaws. If the Company is subject to a binding obligation that requires director removal structure inconsistent with the foregoing, then the removal of a director shall be governed by such instrument.

The Committee oversees the evaluation of the Board and management. It also develops and recommends to the Board a set of corporate governance guidelines applicable to the Company, which the Committee shall periodically review and revise as appropriate. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention.

Board Diversity

While we do not have a formal policy on diversity, the Board considers diversity to include the skill set, background, reputation, type and length of business experience of the Board members as well as a particular nominee’s contributions to that mix.  The Board believes that diversity brings a variety of ideas, judgments and considerations that benefit the Company and its stockholders.  Although there are many other factors, the Board seeks individuals with experience operating and growing businesses.

Board Leadership Structure

Jeffrey Thompson serves as the Chairman of the Board and actively interfaces with management, the Board and counsel. 

Board Risk Oversight

The Company’s risk management function is overseen by the Board. The Company’s management keeps the Board apprised of material risks and provides the directors with access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Jeffrey Thompson, Chairman of the Board, works closely together with the other members of the Board when material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, the Company’s independent directors may conduct the assessment. Presently, the primary risks affecting us are our lack of material revenue and continuing net losses.

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Legal Proceedings

We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K other than Mr. Read as described under “Biographies.”

Code of Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Company’s employees, including the Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. Although not required, the Code of Ethics also applies to the Company’s directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including (i) the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, (iii) the prompt reporting of illegal or unethical behavior, (iv) and accountability for adherence to the Code of Ethics.

Changes in Nominating Process

There are no material changes to the procedures by which security holders may recommend nominees to our Board. 

PROPOSAL ONE: ELECTION OF DIRECTORS

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of the five nominees named below be elected as a director to serve until our next annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

There are no family relationships among our directors and executive officersofficers.

NOMINEES TO OUR BOARD OF DIRECTORS

The nominees, their ages as of July 1st, 2022, and biographical information are set forth below:

Jeffrey M. Thompson, Director, President and Chief Executive Officer, Age 57

Jeffrey Thompson has been President and Chief Executive Officer of the Company since May 15, 2019. In December 1999, Mr. Thompson founded Towerstream Corporation (NASDAQ:TWER), a fixed-wireless fiber alternative company delivering high-speed internet access to businesses, and served as its president, chief executive officer and a director from November 2005 to February 2016. In 1994, Mr. Thompson founded EdgeNet Inc., a privately held Internet service provider (which was sold to Citadel Broadcasting Corporation in 1997) and became eFortress through 1999. Mr. Thompson holds a B.S. degree from the University of Massachusetts.

Mr. Thompson’s management and public company experience and his role as President and Chief Executive Officer of the Company, led to his appointment as a director.

Joseph Freedman, Director, Age 56

Joe Freedman is an entrepreneur with experience launching, growing, and successfully exiting businesses in legal recruitment, settlement services, technology, and the hospitality industries. The businesses founded by Mr. Freedman have been recognized as hyper-growth, market leaders, and several have been acquired by NYSE listed, private equity and privately held companies. Four of the companies Mr. Freedman founded have been listed on the following pages.Inc. 500/5000, 14 times, with one being listed in the top 100. With more than two decades in the executive and legal search industry, Mr. Freedman has exceptional talent acquisition instincts for identifying and recruiting top-tier talent.

In 2006, Mr. Freedman co-founded and currently serves on the board of Peachtree Tents & Events Holdings, LLC. In 2009 Mr. Freedman co-founded and served on the board of RFx Legal, LLC until its acquisition in 2013. Mr. Freedman co-founded and served as the chief executive officer of Richmond Title, LLC until its acquisition in 2006, and founded and served as chief executive officer of AMICUS Legal Staffing, Inc. until its acquisition in 1996. Mr. Freedman currently serves as an advisor to Headsets.com, Onsite Healthcare, LLC and Joyride Tour, LLC. He also serves on several civic boards including the Entrepreneurs’ Organization (Nashville Chapter) where he’s held numerous board positions including the past president. He currently serves as Governance Chairman and is an active member of the Strategic Council. In 2022, Mr. Freedman founded the nonprofit, Drones For Good Worldwide which provides drones to assist with humanitarian efforts during disasters across the globe. Mr. Freedman earned a B.S. degree in Finance from Louisiana State University and Juris Doctorate from Northwestern California University School of Law.

Mr. Freedman’s recruiting, business and financial experience provide the basis upon which the Company has appointed him to the Board.

Nicholas Liuzza Jr.,Director, Age 56

Nicholas Liuzza Jr. has been a director of the Company since June 1, 2019. Mr. Liuzza co-founded Beeline Loans, a Digital Mortgage Lender in 2019. Previously, Mr Liuzza founded Linear Title & Closing, Ltd, a highly automated, and one of the largest, private national title agencies in the U.S in 2005. In 2012, he founded Nexgen Mortgage Services. Both companies merged with Real Matters and went public on the Toronto Stock Exchange (TSX) in 2018 at a $1 billion valuation. Nick served as Executive Vice President of Real Matters, Inc. and exited in 2020 to work for Beeline Loans. Mr. Liuzza founded New Age Nurses, a healthcare staffing company which he grew into a national provider of healthcare personnel services which became the platform for a reverse merger which listed on the OTC upon its acquisition in 2003 by Crdentia. Prior thereto, Mr. Liuzza was Executive Vice President of AMICUS Legal Staffing, a national staffing services provider with a specialization in real estate transactions. Mr. Liuzza started his career with Xerox Corporation in 1988.  Mr. Liuzza’s more than 20 years of experience as an entrepreneur in the software industry and his sales and software development experience led to his appointment as a director.

The Board recommendsJonathan Read, Director, Age 65

Jonathan Read has been a vote “For” the electiondirector of the nominated directors.

DIRECTORS AND EXECUTIVE OFFICERS

Director Nominee Biographies

Jonathan Read - Mr. Read, age 60, has beenCompany since August 18, 2017 and was the Chief Executive Officer, Secretary and Treasurer of the Company sincefrom October 20, 2017 and a director of the Company since August 18, 2017. Mr. Read was appointed as a director for his prior experience with the Company and another public company.until May 2019. From July 14, 2017 through July 20, 2018, Mr. Read served as a director of BTCS Inc, a digital asset-related company which may be deemed a potential competitor.company. From November 1, 2015 to January 31, 2017, Mr. Read was Chief Executive Officer and a director of the Company. Since 2013, Mr. Read has been Managing Partner of Quadratam1 LLC, a Scottsdale, Arizona based firm specializing in providing financial and organizational consulting services for growth-stage companies in the United States and China. From 2005 through 2012, Mr. Read was the Chief Executive Officer and a director of ECOtality, Inc. (“ECOtality”), a San Francisco based Company he founded.company that Mr. Read founded, and was the founding company of the “Blink” charging network. In 2013, ECOtality, Inc. filed for Chapter 11 bankruptcy protection. In 2014, Mr. Read filed for bankruptcy personally. Mr. Read’s prior experience with the Company and other public companies led to his appointment as a director.

Gary Smith -Mr. Smith, age 65, has been

Christopher R. Moe, Director, Age 66

Christopher R. Moe serves as the Chief Financial Officer and Director of Yates Electrospace Corporation, a director ofheavy payload autonomous cargo delivery drone developer and producer.   Earlier he was the Company since July 2017. Mr. Smith was appointed as a director by one of the Company’s investors which had rights to designate a director. Mr. Smith has served asChairman, Chief Executive Officer and directorco-Founder of NIT Enterprises,ProBrass Inc. since July 2014. From June 2013 to July 2015, a rifle brass cartridge case manufacturing company. Previously he also served as Chief Executive Officer and director of Radiant Creations Group, Inc.

CURRENT DIRECTORS

The following table representswas the Company’s current directors and their current position on the Board, if any:

Directors

Executive Officers

Jonathan Read- See above for Mr. Jonathan Read’s biography.

Jessica Smith - Ms. Smith has been the Company’s Chief Financial Officer since September 2016. Ms. Smith isof Vectrix Holdings Limited, a certified public accountant in the Statesubsidiary of Arizona. Ms. Smith hasGP Industries Ltd (G20:SGX), an international developer and manufacturer of electric motorcycles and Chief Financial Officer and Director of Mission Motor Company, a company focused on advanced EV and hybrid powertrains for automobile and power sports applications. Earlier he served as the Chief Financial Officer & Director of Item 9 Labs Corp.Vectrix Corporation (LSE:VRX), formerly Airware Labs Corp. (OTCQB: INLB) since December 2012Managing Director of GH Ventures, Managing Director of Kirkland Investment Corporation, Chief Executive Officer of St. Louis Ship Industries, Vice President of Wasserstein, Perella & Co.’s merchant banking fund and Vice President/Area Head with Citicorp’s Leveraged Capital Group. He served as its Secretarya Captain of United States Marines and Treasurer since January 2013. Since 2008, she has provided companies, including the Companydeployed with part-time accountingartillery and financial consulting services through her company, JS Accounting & Tax, PLLC.

Family Relationships

There are no family relationships among the Company’s directors and/or executive officers.

Board responsibilities

The Board oversees, counsels, and directs management in regardinfantry units twice to the long-term interestsWestern Pacific and Indian Ocean. He is a current Trustee and the former Treasurer of The Pennfield School and the former Treasurer of the CompanyZabriskie Memorial Church of Saint John the Evangelist. He holds a BA degree in English from Brown University and its shareholders. The Board’s responsibilities include establishing broad corporate policies and reviewingan MBA from the overall performance of the Company. The Board is not involved in the operating details on a day-to-day basis

 Director IndependenceHarvard Business School. 

Mr. Read is not independentMoe’s experience in accordanceoperational finance, and with rules ofventure capital, private equity, M&A, and corporate finance transactions, both as agent and principal, with a focus on transportation, provide the New York Stock Exchange (the “NYSE”) due to his employment as an executive officer of the Company. The Company has determined that Mr. Smith is independent in accordance with the NYSE rules for director independence.

Board committees and charters

The Company does not have a separately-designated standing audit committee, compensation committee, or nominating committee. The Company currently lacks sufficient independent directors to maintain committees consistent with proper corporate governance standards. The Board has not determined thatbasis upon which the Company has an audit committee financial expert serving onappointed him to the Board. The Company intends to identify and appoint a financial expert if needed in the future.

Number of meetings of the board for fiscal year 2017

For 2017, the Board had four meetings and acted by unanimous written consent on 10 occasions. There were no directors who attended fewer than 75 percent of the total meetings or committee meetings of the Board for 2017.

Board diversity

While we do not have a formal policy on diversity, the Board considers diversity to include the skill set, background, reputation, type and length of business experience of the Board members as well as a particular nominee’s contributions to that mix. The Board believes that diversity brings a variety of ideas, judgments and considerations that benefit the Company and its shareholders. Although there are many other factors, the Board seeks individuals with experience on operating and growing businesses.

Board leadership structure

We have chosen to combine the Chief Executive Officer and Board Chairman positions. We believe that this Board leadership structure is the most appropriate for the Company. Because we are a small company, it is more efficient to have the leadership of the Board in the same hands as the Chief Executive Officer. The challenges faced by us at this stage – implementing the Company’s business and marketing plan and accelerating the Company’s growth – are most efficiently dealt with by one person who is familiar with both the operational aspects as well as the strategic aspects of the Company’s business.

Board risk oversight

The Company’s risk management function is overseen by the Board. The Company’s management keeps the Board apprised of material risks and provides its independent director access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Mr. Jonathan Read works closely together with the other member of the Board once material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, the Company’s independent director may conduct the assessment. Presently, the primary risk affecting us is the Company’s liquidity and the difficulty in consummating acquisitions due to the low stock prices and continual sales by one investor and the Company’s ability to generate revenue.

Code of Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Company’s employees, including the Company’s Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to the Company’s directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations and the prompt reporting of illegal or unethical behavior. The Company will provide a copy, without charge, to anyone that requests one in writing to TimefireVR Inc., dba/ Teraforge, 7150 E. Camelback Rd., Suite 444, Scottsdale AZ  85251.

Section 16(a) beneficial ownership reporting compliance

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s common stock to file initial reports of ownership and changes in ownership of the Company’s common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms filed, we believe that the following current and former officers, directors and 10% beneficial owners failed to comply with Section 16(a) as of the end of fiscal year 2017 for the following occurrences: Gary Smith (1 transaction), Jonathan Read (1 transaction), Jessica Smith (1 transaction), Jeffrey Rassas (1 transaction), Lou Werner III (2 transactions).

Communication with the Company’s Board

Although the Company does not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at TimefireVR Inc., Dba/ Teraforge, 7150 E. Camelback Rd., Suite 444, Scottsdale AZ  85251, Attention: Corporate Secretary. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Related person transactions

In addition to Employment and Consulting Agreements disclosed elsewhere in this Proxy Statement, we engaged in the following transactions with our executive officers and directors.

On March 6, 2017, the Company closed a private placement of Convertible Notes and Warrants offering that included a then Company director, Mr. Lou Werner III, as an investor. This investor’s Note was for $100,000. The Company’s obligation under the Note was cancelled on January 3, 2018 as described below.

On June 2, 2017, the Company entered into an agreement with an entity managed by a former director of the Company to provide services to the entity. A retainer deposit of $57,400 was received, and services were to be initiated within sixty days. The Company’s obligation under the debt was cancelled on January 3, 2018 as described below

During the year ended December 31, 2017, the Company received advances totaling $116,883 from a related party, an original investor in the Company’s former subsidiary, Timefire LLC (“TLLC”). The Company’s obligation under the debt was cancelled on January 3, 2018 as described below.

On January 3, 2018, the Company effected the sale of TLLC to a group which included its former owners including two of our former executive officers and directors. The Company received: (i) $100,000 in cash and (ii) a secured promissory note in the principal amount of $120,000 bearing 6% annual interest that matured in September 2018. The Note has not been paid, and the Company is considering its options since it may be uncollectable. The Note is secured by the assets of TLLC which are subject to a perfected security interest. The Company makes no representation that the assets of TLLC have any value. In addition, $216,883 of Notes payable were cancelled including the $100,000 Convertible Note issued to Lou Werner III, and the $116,883 from a related party, referred to above. The sale of TLLC is discussed further in Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on April 9, 2018 (the “2017 10-K”).

On January 22, 2018, the Company granted Gary Smith 1,000,000 stock options under the 2016 Equity Incentive Plan, exercisable at $0.03 per share, vesting quarterly over a one-year period, with the first vesting date being three months from the grant date, subject to continued service as a director on each applicable vesting date.

Voting securities and principal holders thereof

The following table sets forth the number of shares of the Company’s common stock beneficially owned as of the Record Date by (i) those persons known by the Company to be owners of more than 5% of its common stock, (ii) each director and director nominee, (iii) the Named Executive Officers (as disclosed in the Summary Compensation Table), and (iv) the Company’s executive officers and directors as a group. Unless otherwise specified in the notes to this table, the address for each person is: TimefireVR Inc., Dba/ Teraforge, 7150 E. Camelback Rd., Suite 444, Scottsdale AZ  85251, Attention: Corporate Secretary.

(1) Applicable percentages are based on 235,460,470 shares of common stock outstanding as of October 5, 2018. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days whether upon the exercise of options, warrants or conversion of notes. Unless otherwise indicated in the footnotes to this table, the Company believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them. This table does not include any unvested stock options except for those vesting within 60 days.

(2)Read.Includes 5,000,000 shares underlying stock options for proposals 5, and 6 of this Proxy Statement. Includes 5,000,000 shares underlying stock options and 29,346,652 shares underlying proxies to vote shares of the Company’s common stock including 504,924 shares held by Jeffrey Rassas, 7,452,951 shares held by John Wise, 6,977,951 shares held by Caroline Wise, and 14,410,826 shares held by Hayjour Family LP for proposals 1, 2, 3, and 4 of this Proxy Statement.

(3)Rassas, a former executive officer and director. Includes 504,924 shares of common stock and 216,667 stock options held by Mr. Rassas directly and 14,410,826 shares and 34,089 shares underlying warrants to purchase common stock held by Hayjour Family LP (“Hayjour”), for proposals 5 and 6 of this Proxy Statement. Includes 216,667 stock options held by Mr. Rassas directly and 34,089 shares underlying warrants to purchase common stock for proposals 1, 2, 3, and 4 of this Proxy Statement. Mr. Rassas is the general partner of Hayjour for which the address is 10799 N. 90th St., Suite 200, Scottsdale AZ 85260.

(4)Wise, a former executive officer and director. Includes 7,452,951 shares of common stock and 2,046,413 shares of common stock underlying warrants held by Mr. Wise and 6,977,951 shares held by Mr. Wise’s spouse Caroline Wise, which Mr. Wise is deemed to beneficially own, for proposals 5 and 6 of this Proxy Statement. Includes 2,046,413 shares of common stock underlying warrants to purchase common stock for proposals 1, 2, 3, and 4 of this Proxy Statement.

(5)Smith. Represents 750,000 shares underlying stock options.

Summary Compensation Table

The following information is related to the compensation paid, distributed or accrued by us for the years ended December 31, 2017 and 2016 to our Chief Executive Officer (principal executive officer), former President, and former Chief Executive Officer serving during the last fiscal year.

(1) Represents the grant date fair value of the award, calculated in accordance with FASB Accounting Standard Codification 718, “Compensation – Stock Compensation,” or ASC 718. The assumptions used in calculating the grant date fair value of the option awards are set forth in Note 1 of the Financial Statements to the 2017 10-K.

(2) Mr. Read was appointed as the Chief Executive Officer on October 20, 2017 and previously served as the Chief Executive Officer from November 2015 until January 31, 2017.

(3) Mr. Rassas was appointed Chief Executive Officer on January 31, 2017 and resigned on October 20, 2017.

(4) Mr. Wise was appointed President on September 13, 2016, and resigned on October 17, 2017

Named Executive Officer Employment and Compensation Agreements

Effective January 3, 2018, the Company entered into an oral employment agreement (the “Read Agreement”) with Jonathan Read. Under the terms of the Read Agreement the Company pays Mr. Read an annual salary of $240,000. Additionally, the Company paid Mr. Read compensation for his services as the Company’s Chief Executive Officer from October 20, 2017, to December 31, 2017, calculated as a pro-rata portion of an annual salary of $150,000. Additionally, on January 3, 2018 the Board granted Mr. Read 15,000,000 stock options of which 5,000,000 vested on the grant date, 5,000,000 will vest one-year from the grant date, and 5,000,000 will vest two years from the grant date subject to continued employment with the Company.

Effective September 13, 2016, the Company entered into an employment agreement with John Wise. The agreement was for a two year period at the rate of $150,000 per annum. Mr. Wise resigned on October 17, 2017.

Effective September 13, 2016, the Company entered into an employment agreement with Jeffrey Rassas, who was later named our Chief Executive Officer. The agreement was for a two year period at the rate of $150,000 per annum.  Mr. Rassas resigned on October 20, 2017.

Effective January 3, 2018, the Company agreed to compensate Gary Smith for his service as a non-employee director by paying him $2,500 per calendar quarter effective as of July 10, 2017.

Termination and Change of Control Provisions

None of our current executive officers’ employment agreements provide for any payments in connection with termination or Change of Control. None of our current executive officers would be entitled to any other benefits, including accelerated equity vesting, in the event of termination under various circumstances.

Director Compensation for the Fiscal Year ending 2017

Our non-employee director is eligible to receive compensation for his services as a director of the Company. Apart from compensation paid to Gary Smith, the Company did not pay compensation to its directors for fiscal year 2017. The following table provides the compensation, paid to directors of the Company for fiscal year 2017.

(1) Represents the grant date fair value of an option award, calculated in accordance with FASB Accounting Standard Codification 718, “Compensation – Stock Compensation,” or ASC 718. The assumptions used in calculating the grant date fair value of the option awards are set forth in Note 1 of our Consolidated Financial Statements of the 2017 10-K.

The following table provides the outstanding equity awards held by our Named Executive Officers at the end of fiscal year 2017.

Outstanding Equity Awards at Fiscal Year-End

The following table provides the outstanding equity awards held by our Named Executive Officers at the end of fiscal year 2017.

(1) In accordance with the terms of the 2016 Plan, as defined below, these options are exercisable for up to one-year from the date of Mr. Rassas’s resignation.

Equity compensation plan information

Effective September 13, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) to provide an incentive to our employees, consultants, officers and directors who are responsible for or contribute to our long-range success. A total of 3,300,000 shares of our common stock have been reserved for the implementation of the 2016 Plan, either through the issuance of incentive stock options, non-qualified stock options, stock appreciation rights (“SARs”), restricted awards, or restricted stock units (“RSUs”). Whenever practical, the 2016 Plan is to be administered by a committee of not less than two members of the Board of Directors appointed by the full Board, and the 2016 Plan has a term of 10 years, unless sooner terminated by the Board. As of December 31, 2017, 1,145,000 shares of common stock are available for issuance under the 2016 Plan.

In March 2018, the Board amended the Company’s 2016 Equity Incentive Plan, effective January 2018, by increasing the authorized number of shares available under the plan by 30,000,000.

Equity compensation plan information as of December 31, 2017

* As of December 31, 2017, under the 2016 Equity Incentive Plan.Director Compensation Table

Legal proceedings

From time to time, the Company may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of the date of the mailing of this proxy statement, the Company is not aware of any proceedings, threatened or pending, against it which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position.

Principal Accounting Fees and Services

All of the services provided and fees charged by Berkower LLC, our principal accountant. The following table showspresents the fees paidtotal compensation for each person who served as a non-employee director during Fiscal 2022. Mr. Thompson is not included in the table below, as he is employed as our Chief Executive Officer and receives no compensation for his service as director. The compensation received by Mr. Thompson as an employee is included in the “Executive Compensation—Summary Compensation Table.”

Non-Employee Director Compensation Arrangements

In April 2022, the Board of Directors established a formal compensation plan for Non-Employee Directors. Under the plan, Non-Employee Directors shall receive annual compensation of $100,000 consisting of:

In addition, the Chairman of each Committee of the Board shall receive additional annual cash compensation, payable in monthly installments, as follows:

In consideration of services rendered prior to Berkower LLCestablishment of a formal compensation plan, the Non-Employee Directors were awarded plan compensation retroactive to January 1, 2022. This resulted in total compensation to each Non-Employee Director for the fiscal year ended December 31, 2017 and to Berkower LLC and John Scrudato CPA, the Company's former independent registered public accountant, for the year ended December 31, 2016.April 30, 2022 as follows:

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PROPOSAL 2: APPROVAL OF ARTICLES OF AMENDMENT TO OUR ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S NAME TO TERAFORGE VENTURES INC.On January 11, 2021, the Company issued a ten-year option to purchase 100,000 shares of Common Stock at an exercise price of $2.01 per share under the Equity Incentive Plan to Joseph Freedman upon his acceptance of appointment as a director of the Company. Fifty percent of these options vested immediately, with twenty-five percent of the options vesting on each of the first and second anniversary of the grant date. The options were valued at $147,581 and compensation expense totaled $36,895 in fiscal 2022.

The BoardFinally, in recognition of services provided dating back to 2019, Nick Liuzza was awarded additional cash compensation of $60,000 and additional stock compensation of $22,501 representing the fair value of the 10,564 shares which vested in the fiscal year ended April 30, 2022.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” FOR THE ELECTION OF THE FIVE DIRECTORS SET FORTH IN THIS PROPOSAL ONE.

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has adopted resolutions approving, declaring advisableselected BF Borgers, CPA, PC as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending April 30, 2023, and recommendingrecommends that our shareholders approve a changestockholders vote for the ratification of our corporate name from “TimefireVR Inc.” to “TeraForge Ventures Inc.” A copysuch selection. The ratification of the Articlesselection of Amendment toBF Borgers, CPA, PC as our independent registered public accounting firm for the Company’s Articlesfiscal year ending April 30, 2023 requires the affirmative vote of Incorporation (the “Articles”) to be filed witha majority of the Nevada Secretaryvotes cast by stockholders. In the event that BF Borgers, CPA, PC is not ratified by our stockholders, the Audit Committee will review its future selection of State’s Office are attachedBF Borgers, CPA, PC asAnnex A hereto. our independent registered public accounting firm.

ReasonsBF Borgers, CPA, PC audited our financial statements for the Amendmentfiscal year ended April 30, 2022.

The Board determined that, in connection with the recent sale of TLLC (the “Transaction”)Independent Registered Public Accounting Firm Fees and transition of the Company into the blockchain and virtual currency businesses that a formal change of the name of the Company to “TeraForge Ventures Inc.” (the “Name Change”) more accurately reflects the Company’s current business activities and will better communicate to the public the current and future nature of the Company’s business operations and enable the Company to better implement its business plan. The Company is engaged in the mining of bitcoin, ether and litecoin and is seeking other opportunities in the blockchain and virtual currency businesses. While we are evaluating other opportunities in the blockchain and virtual currency business, we do not intend to acquire virtual currencies except as part of our mining operations. The 2017 10-K provides discourse regarding the Company’s developments in the blockchain and virtual currency business including an explanation of the Company’s recent funding activities under the section entitled “Sale of Our Existing Business” and a summary of the Company’s agreement with a cryptocurrency advisor under the section entitled “Summary of Recent Developments.”Services

We believe a total change ofregularly review the Company’s name clarifies that the Company is no longer engaged in the virtual reality business. Further, we informally agreed with the buyers of TLLC to eliminate Timefireservices and fees from our name. The name change can only occur after we obtain shareholder approvalindependent registered public accounting firm. These services and give at least 10 daysfees are also reviewed with our Audit Committee annually. In accordance with standard policy, BF Borgers, CPA, PC periodically rotates the individuals who are responsible for our audit. Our audit for the fiscal year ended April 30, 2022 has not yet been completed and the final audit fees have not yet been determined. We estimate that fees for the audit for the fiscal year ended April 30, 2022 will be comparable to those for the prior notice toaudit. During the Financial Industry Regulatory Authority (“FINRA”)years ended April 30, 2021 and FINRA approval occurs. We expect FINRA approval will occur shortly after the Annual Meeting assuming we obtain shareholder approval.April 30, 2020, fees for services provided by BF Borgers, CPA, PC were as follows:

The name change will not have any material effect on our business, operations, or reporting requirements. Shareholders will not be required to immediately have new stock certificates reflecting the Name Change.

The Company’s Business

On January 3, 2018, the Company announced its entry into the cryptocurrency and blockchain business and its purchase of $100,000 of ether. The Company’s current business is focused on the mining of bitcoin, ether, and litecoin. The Company is in the process of expanding its business and has moved its mining operations to Allentown, PA from its prior location in Brooklyn, NY. In order to secure technical expertise to engage in the cryptocurrency mining business, we entered into an agreement with a cryptocurrency advisor on March 16, 2018.

On March 23rd, we entered into a contract with a data center operator with extensive experience in cryptocurrency mining for the implementation of our phase 1 mining facility which began with the purchase of 20 S-9 Antminers for colocation at the data center operator’s Brooklyn mining facility. After testing and verifying the operating systems used in our mining business we determined that we were prepared for expansion and on April 18th 20 of our S-9 miners were built out, on-line, and reporting data to the Company.

On May 10th, we entered into Phase II of our buildout and contracted to purchase and build an additional 20 S-9 miners for bitcoin, 32 6-card GPU Miners for ether, and 82 L3+ miners for litecoin. At the time all of our mining rigs were located in Brooklyn, NY.

On June 27, we ordered an additional 168 GTX 1070 GPU mining rigs and contracted to move all of the existing rigs and the new GTX 1070 rigs to a new facility in Allentown PA which has reduced the Company’s operating costs.

The Company currently mines three cryptocurrencies: bitcoin, ethereum and litecoin.We have limited our mining to these three crypto currencies as we believe that they are among the top five cryptocurrencies measured by market capitalization and that this selection and prudent for our initial operations. We are continuing to examine other cryptocurrencies mining but have determined that no deviation from our current bitcoin, ethereum and litecoin mining strategy is on the short term horizon.

The equipment we usePolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for mining Bitcointhe services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is manufactureddetailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by Bitmain calledour independent registered public accounting firm in accordance with this pre-approval, and the S9 which usesfees for the Application-specific integrated circuit chip BM1387 otherwiseservices performed to date. All of the services relating to the fees described in the table above were approved by our Audit Committee.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL TWO.

PROPOSAL THREE: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

This stockholder advisory vote, commonly known as ASIC chips"say-on-pay," is required pursuant to Section 14A of the Exchange Act and can only be used for coins basedgives our stockholders the opportunity to approve or not approve, on a non-binding advisory basis, the SHA256 algorithm. We use slushpool.com which hascompensation paid to our Chief Executive Officer and the lowest latency and best connection from our datacenter colocation. Bitcoin uses a proof of work (“POW”) consensus mechanism. A POW relies on miners to verify each blockother officers named in the blockchain which resultsSummary Compensation Table (“named executive officers”) as disclosed in a completed transaction after a certain numbers of blocks have been verified.Our total monthly cost of running the S9 miners is approximately 20%of our monthly mining costs. Our S9 miners can be used to mine a number of other crypto currencies such as Bitcoin Cash and Litecoin Cash.this Proxy Statement.

The equipment we use for mining Litecoin is manufactured by Bitmain called the L3+ which uses the Application-specific integrated circuit chip BM1485 otherwise known as ASIC chips and can only be used for coins based on the Scrypt algorithm. We use litecoinpool.org which has the lowest latency and best connection from our datacenter colocation. Litecoin uses a POW consensus mechanism. Our total monthly cost of running the L3+ miners is approximately 10% of our monthly mining costs. Our L3+ miners can be used for mining other cryptocurrency using a Scrypt algorithm however we have no plans to use the L3+ miners for any cryptocurrency other than Litecoin.

The equipment we use for mining Ethereum are Nvidia GTX1070 GPUs which were built for us and use generic off the shelf PC components. The use of GPU's gives us flexibility & diversity to mine other alt coins in the future which by design cannot at this time be minded by powerful proprietary ASIC chips. We use ethermine.org which has the lowest latency and best connection from our datacenter colocation. Etherium currently uses a POW consensus mechanism. Our total monthly cost of running the GPU miners is approximately 70% of our monthly mining.

We can switch our GPU miners to other types of cryptocurrency and conduct other business ventures including artificial intelligence, architectural rendering, and high value computations, however, at this point we have no plans to engage in any business activities other than mining cryptocurrencies. Any plans to switch our GPU miners into other business ventures would be based on the Company evaluating the benefits of the other ventures to the Company versus the Company’s current use of the GPU to mine Ethereum.

We currently own and operate 40 S-9 rigs, 200 GTX 1070 GPU rigs and 82 L3+ rigs at the facility in Allentown, PA.We intend to use the cryptocurrency we generate from mining for a variety of corporate purposes includingreinvesting in additional mining equipment and services. 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.

The 2017 10-K provides additional disclosure regarding the Company’s developments in the blockchain and virtual currency business including an explanation of the Company’s recent funding activities under the section entitled “Sale of Our Existing Business” and a summary of the Company’s agreement with a cryptocurrency advisor under the section entitled “Summary of Recent Developments.”

Effect of the Amendment

The Name Change will not affect the validity or transferability of any existing stock certificates that bear the name “TimefireVR Inc.” Shareholders with certificated shares should continue to hold their existing stock certificates, and will not be required to submit their stock certificates for exchange and the rights of shareholders holding certificated shares under existing stock certificates and the number of shares represented by those certificates will remain unchanged. Direct registration accounts and any new stock certificates that are issued after the Name Change becomes effective will bear the name “TeraForge Ventures Inc.”

Currently, our common stock is quoted on the Pink Open Market under the symbol “TFVR.” Upon effectiveness of the Articles of Amendment and the Name Change, it is anticipated that the stock will begin to trade under the symbol “TFVRD.” A new CUSIP number will be assigned to our common stock following the Name Change.

The Board recommends a vote “For” this proposal."FOR" the following resolution:

“RESOLVED, that the stockholders of Red Cat Holdings, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement.”

The Executive Compensation disclosure section of this Proxy describes our executive compensation programs and the compensation decisions made by our Compensation Committee and Board of Directors for the three fiscal years ending April 30, 2022 with respect to the named executive officers.

Our Board of Directors is asking you to support this proposal. Because your vote is advisory, it will not be binding. However, the Board and the Compensation Committee will review the voting results in their entirety and take them into consideration when making future decisions regarding named executive officer compensation. We currently intend to submit the executive compensation of our named executive officers to an advisory vote at our annual meeting of stockholders every three (3) years.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL THREE.

PROPOSAL FOUR: ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE

The Company is presenting the following proposal, which gives you as a shareholder the opportunity to inform the Company as to how often you wish the Company to include a proposal, similar to Proposal Three, in our proxy statement.  This resolution is required pursuant to Section 14A of the Securities Exchange Act.  While our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature. 

The Board recommends a vote "FOR" the following resolution:

“RESOLVED, that the shareholders wish the company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act every three (3) years.”

The Board of Directors recommends that you vote to hold an advisory vote on executive compensation every three years.   The Board is proposing an advisory vote every three years because the Board believes that investor feedback would be more useful if the success of a compensation program is judged over a period of time, especially for a small and growing company like Red Cat. 

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL FOUR.

PROPOSAL 3: AMENDMENT TO APPROVE A REVERSE STOCK SPLITSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Board has adopted and is submitting for shareholder vote an Amendment to the Articles that would grant to the Board the discretion to effect a reverse splitfollowing table lists, as of all outstanding shares of the Company’s common stock, if the Board deems that it is in the Company’s best interests, in a range of one-for-30 through one-for-400 or any ratio in between, (any of which we refer to as a “Reverse Stock Split”). Until one year from the Annual Meeting, the Board will have the sole discretion to elect, as it determines to be in the best interests of the Company and its shareholders, whether or not to effect a Reverse Stock Split, and if so, at which ratio within the range. If the Board elects to implement one of the Reverse Stock Splits, the Board will abandon the remaining approved Reverse Stock Splits without need for any further shareholder action. The Board believes that approval of a proposal granting this discretion to the Board, rather than approval of an immediate Reverse Stock Split at a specified ratio, would provide the Board with maximum flexibility to react to current market conditions and to therefore achieve the purposes of the Reverse Stock Split, if implemented, and to act in the best interests of the Company’ shareholders.

To effect the Reverse Stock Split, the Board will authorize the Company’s management to file Articles of Amendment to the Company’s Articles with the Nevada Secretary of State. If the Board elects to implement a Reverse Stock Split,May 26th, 2022, the number of issued and outstanding shares of the Company’s common stock will be reduced in accordance with the ratio for the selected Reverse Stock Split. The par value of the Company’s common stock will remain unchanged at $0.001 per share, and the number of the Company’s authorized shares of common stock will remain unchanged. The Board may elect not to implement anybeneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Reverse Stock Split at its sole discretion, evenSecurities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our directors; (iii) each of our Named Executive Officers; and (iv) all executive officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if approved bythat person directly or indirectly has or shares voting power, which includes the Company’s shareholders. The Board has approved the proposed grant of discretion to affect a Reverse Stock Split. You may electpower to vote in favor of eachor direct the voting of the proposed ratios, somesecurity, or investment power, which includes the power to dispose or direct the disposition of the proposed ratios or nonesecurity. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the proposed ratios. The proposed formsame securities, and a person may be deemed to be a beneficial owner of Amendmentsecurities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the Company’s Articles to implement the Reverse Stock Splitshares beneficially owned and each stockholder's address is attached to this Proxy Statement as Annex A.

Overview

To effect the Reverse Stock Split, the Board has authorized the Company’s management to file Articles of Amendment to the Company’s Articles. No fractional shares will be issued in connection with the Reverse Stock Split. The Board may elect not to implement the approved Reverse Stock Split at its sole discretion, even if the proposed Reverse Stock Split is approved by the Company’s shareholders. The Board has the maximum flexibility to react to current market conditions and to therefore achieve the purposes of the Reverse Stock Split, if implemented, and to act in the best interests of us and the Company’s shareholders.c/o Red Hat Holdings, Inc., 15 Ave. Munoz Rivera, STE 2200, San Juan, PR 00901.

The Company’spercentages below are calculated based on 53,748,735 shares of common stock is currently quoted onissued and outstanding as of May 26th, 2022.

(1) Includes 12,182,438 shares of common stock, 500,000 shares issuable upon the Pink Open Market underexercise of options, and 15,000 shares issuable upon the symbol “TFVR”. Onexercise of call options.

(2) Represents 155,469 shares of common stock, 1,000,000 shares issuable upon the Record Date,exercise of options, and 270,000 shares issuable upon the last sale pricevesting of restricted stock.

(3) Consists of 929,869 shares of common stock, 335,000 shares issuable upon the exercise of warrants, 100,000 shares issuable upon the exercise of options, and 4,988 shares of restricted stock vesting in the next 60 days.

(4) Represents 1,057,503 shares of common stock and 287,879 shares issuable upon the vesting of restricted stock.

(5) Includes 127,195 shares of common stock, 225,00 shares issuable upon the exercise of options, and 2,348 shares of restricted stock vesting in the next 60 days

(6) Includes 51,057 shares of common stock, and 2,348 shares of restricted stock vesting in the next 60 days

(7) Includes 9,390 shares of common stock, and 2,348 shares of restricted stock vesting in the next 60 days

(8) Under the Lock-Up Agreement with Mr. French, up to the greater of 20% or $1,000,000 of his shares may be sold prior to November 2, 2021 (the 12-month anniversary of the Company’s common stock was $0.004 per share. The Board believes that the Company’s relatively low per-share market priceclosing of the Company’s common stock impairsFat Shark acquisition) in previously negotiated transactions. Thereafter, shares may be sold at 10% of the acceptabilityaverage daily volume of the common stock to potential investors and certain members ofduring the investing public, including institutional investors. Further, the weakness of our stock price and it trading below one cent has caused the Company to lose acquisition opportunities.prior 10 days.

Purpose of the reverse stock split

The Board believes that a Reverse Stock Split is desirable for a number of reasons, including:

Increase the possibility that we can acquire one or more businesses. Our common stock had been under heavy selling pressure from one of our original 2016 investors (the “Seller”) that has participated in each financing through March.  The Seller had been exercising preferred stock and we understand selling large amounts of common stock on a regular basis which has created heavy pressure on our common stock price. The Seller privately sold all of its securities to another investor which reduced selling pressure. We believe a higher price and a more stable price will prove to be more attractive to potential target companies and permit us to make one or more acquisitions although no assurances can be given. We do know that the stock price has been an impediment to pursuing acquisitions in the recent past.

Increase in eligible institutional and other investors. We believe a Reverse Stock Split may increase the price of the Company’s common stock or potentially decrease its volatility, and thus may allow a broader range of investors with the ability to invest in the Company’s stock. Also, many small funds and institutions have investment guidelines and policies that prohibit them from investing in stocks whose price is below a certain threshold. We believe that increased institutional investor interest in the Company and the Company’s common stock will potentially increase the overall market for the Company’s common stock. We believe that trading below one cent deters retail investors.

Increase analystChange-in-Control Agreements

The Employment Agreements of the Company’s Executive Officers include standard change-in-control provisions under which an officer is entitled to terminate the agreement, and broker interest. We believereceive the stated severance payments, if a Reverse Stock Split would help increase broker-dealerthird party acquires more than a 50% ownership interest in the Company’s common stock as many brokerage and investment advisory firms’ policies can discourage broker-dealers from followingCompany or recommending companies with low stock prices. Becausethere are other significant changes in the operating structure of the trading volatilityCompany.

Potential Payments and lackBenefits Upon Termination or a Change in Control

Our named executive officers are entitled to certain benefits in the event their employment is terminated without cause by the Company or for good reason by the Executive, as described in the Employment Agreements. The following table describes the potential payments and benefits to each of liquidity often associated with lower-priced stocks, many brokerage houses have adopted investment guidelinesour named executive officers, as if these obligations were payable on April 30, 2022. The actual amounts payable to each executive listed below upon termination can only be determined definitively at the time of each executive’s actual departure. In addition to the amounts shown in the table below, each executive would receive payments for amounts of base salary and policiesvacation time accrued through the date of termination and practices that either prohibitpayment for any reimbursable business expenses incurred. In the event of a named executive officer’s death, the named executive officer’s beneficiary, legal representative or discourage them from investing or trading such stocks or recommending themestate would receive the named executive officer’s potential payments.

(1) Represents the named executive officer’s base salary payable over twenty-four (24) months for Thompson and twelve (12) months for Hernon and Evans.

(2) Represents the cost of continued healthcare coverage for 18 months for Thompson and 12 months for Hernon and Evans. This value is based upon the type of health insurance coverage and premiums in effect on April 30, 2022.

(3) Represents the value attributable to their clientsthe accelerated vesting of unvested shares of restricted stock and customers. Somestock options. The value of those guidelines, policies and practices may also function to makeaccelerated options is determined by multiplying the processingnumber of trades in lower-priced stocks economically unattractive to broker-dealers. While we recognize we will remain a “penny stock” underoptions accelerated by the rulesdifference between the closing price of the SEC if our common stock trades at less than $5.00, we thinkand the increase from the Reverse Stock Split will position us better if the Company continues to increase as we expect. Additionally, because brokers’ commissions and dealer mark-ups/mark-downs on transactions in lower-priced stocks generally represent a higher percentage of the stock price than commissions and mark-ups/mark-downs on higher-priced stocks, the current average price per share of the Company’s common stock can result in shareholders or potential shareholders paying transaction costs representing a higher percentage of the total share value than would otherwise be the case if the share price were substantially higher.

Avoid the taint that is associated with stocks that trade near or below $0.01 per share. We believe that many investors including those seeking to speculate in companies in our current and planned business may believe that trading near or below $0.01 per share creates a taint and makes it susceptible to stock promotions. By effecting the Reverse Split, we hope to move out of that possibility. Our common stock closing price during the week ended October 5, 2018 ranged from $0.003 to $0.004 per share. Because we have traded below $0.01 for an extended period, OTC Group Markets downgraded our common stock from the OTCQB to the Pink Open Market operated by OTC Markets Group.

Risks of the Reverse Stock Split

The Reverse Stock Split may not increase the Company’s market capitalization, which would prevent us from realizing some of the anticipated benefits of the Reverse Stock Split. The marketexercise price of the Company’s commonoptions. The value of accelerated stock is based on a number of factors which may be unrelated todetermined by multiplying the number of shares outstanding. These factors may includeaccelerated by the Company’s performance, general economic and market conditions and other factors, manyclosing price of which are beyond the Company’s control. The market price per share may not rise, or it may remain constant in proportion to the reduction in the number of shares outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of the Company’sour common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. In the future, the market price of common stock following the Reverse Stock Split may not equal or exceed the market price prior to the Reverse Stock Split.on April 30, 2022 which was $2.03.

Effects of the reverse stock split

EXECUTIVE OFFICERS

ReductionOur executive officers and their ages, as of Shares Held by Individual Shareholders. After the effective date of the Reverse Stock Split, each common shareholder will own fewer shares of the Company’s common stock. However, the Reverse Stock Split will affect all of the Company’s common shareholders uniformlyJuly 1st, 2022, and will not affect any common shareholder’s percentage ownership interests in us, except to the extent that the Reverse Stock Split results in any of our shareholders who previously owned more than 100 shares of our Common Stock owning less than 100 shares of our Common Stock or shareholders owning a fractional share of Common Stock. In lieu of reducing the ownership to less than 100 shares of our Common Stock for shareholders who currently own more than 100 shares of our Common Stock (the “100 Share Shareholders”), we will issue each of the 100 Share Shareholders exactly 100 shares of our Common Stock as a result of the Reverse Stock Split. Shareholders owning exactly 100 shares of our Common Stock will not be affected by the Reverse Stock Split and will continue to own exactly 100 shares of our Common Stock. In lieu of issuing fractional shares, we will round up to the next whole share the number of shares issued to any shareholder who would otherwise be issued a fractional share so the minimum number of shares issued as a result of the Reverse Stock Split will be one share. The number of shareholders of record will not be affected by the Reverse Stock Split. If in the future the Company becomes eligible for listing on a national securities exchange it will be required to have a certain number of shareholders who own 100 or more shares of our Common Stock. Reducing the ownership of the 100 Share Shareholders to not less than 100 shares will put us in a better position to meet the listing requirements in the future.biographical information are set forth below.

Reduction in Total Outstanding Shares. The Reverse Stock Split will reduce the total number of outstanding shares of common stock by a factor based on the ratio of the split. The following table shows the number of shares of the Company’s common stock outstanding both before the Reverse Stock Split and after the Reverse Stock Split:

If the Reverse Stock Split is between the two numbers in the table above, the number of outstanding shares will be proportionately reduced.

Change in numberJeffrey M. Thompson, President and exercise price of employeeChief Executive Officer

Jeffrey Thompson has been President and equity awards.If there are outstanding equity awards at the time the Board effects the Reverse Stock Split, the Reverse Stock Split will reduce the number of outstanding awards available for issuance under the Company’s Equity Incentive Plan in proportion to the split ratio. Under the termsChief Executive Officer of the Company’s outstanding equityCompany since May 15, 2019. In December 1999, Mr. Thompson founded Towerstream Corporation (NASDAQ:TWER), a fixed-wireless fiber alternative company delivering high-speed internet access to businesses, and option awards,served as its president, chief executive officer and a director from November 2005 to February 2016. In 1994, Mr. Thompson founded EdgeNet Inc., a privately held Internet service provider (which was sold to Citadel Broadcasting Corporation in 1997) and became eFortress through 1999. Mr. Thompson holds a B.S. degree from the Reverse Stock Split will cause a reduction in the numberUniversity of shares of common stock issuable upon exercise or vesting of such awards in proportion to the split ratioMassachusetts.

Mr. Thompson’s management and public company experience and his role as President and Chief Executive Officer of the Reverse Stock SplitCompany, led to his appointment as a director.

Joseph Hernon, Chief Financial Officer and will cause a proportionate increase in the exercise price of such awards to the extent they are stock options. The number of shares authorized for future issuance under the Company’s equity plans will also be proportionately reduced. The number of shares of common stock issuable upon exercise or vesting of stock option awards will be rounded to the nearest whole shareSecretary

Joseph Hernon has been Chief Financial Officer and no cash payment will be made in respect of such rounding. Warrant and other convertible security holders, if any, will also see a similar reductionSecretary of the numberCompany since January 23, 2020. Mr. Hernon has extensive experience in financial services over the course of shares such instruments are convertible into as stock option holders described above.his 35-year career. Mr. Hernon was a financial consultant to various private companies from May 2016 until January 2020. Prior to that, Mr. Hernon was the Chief Financial Officer for three public companies including most recently, Towerstream Corporation from May 2008 through May 2016. Previously, Mr. Hernon was employed for almost 10 years by PricewaterhouseCoopers in its audit practice and was a Senior Business Assurance Manager during his last five years with the firm. Mr. Hernon is a certified public accountant, but not presently licensed to practice, and earned a Master’s degree in Accountancy from Bentley University in 1986.

Regulatory effectsDr. Allan Evans, . The Company’s common stockChief Operating Officer

Dr. Allan Evans is currently registered under Section 12(g)a serial entrepreneur with a history of founding and leading technology innovation. He has extensive experience in overseeing different emerging technologies. Prior to becoming Chief Operating Officer of the Exchange Act,Company, Dr. Evans was the Chief Executive Officer of our subsidiary, Fat Shark. From August 2017 to October 2020, Dr. Evans served as a board member for Ballast Technologies, a company that specialized in technology for location-based entertainment. In November 2012, he co-founded Avegant, a technology company focused on developing next-generation display technology to enable previously impossible augmented reality experiences. He led design, development, and we are subject to the periodic reporting and other requirementsinitial production of the Exchange Act. The Reverse Stock Split will not affectGlyph head mounted display and oversaw technology research and patent strategy while serving as Chief Technology Officer of Avegant until 2016. Dr. Evans received a PhD and M.S. degree in electrical engineering from the registrationUniversity of Michigan and has a B.S. degree from Michigan State University. Dr. Evans has 45 pending or issued patents that cover a range of technologies from implantable medical devices to mixed reality headsets. Academically, his work has an h-index of 15, an i-index of 27, and has been cited in more than 900 publications. He has extensive experience with new technologies, engineering, business development, and corporate strategy, and his expertise in these areas strengthens the common stock under the Exchange Act or the Company’s obligation to publicly file financialcompany’s collective knowledge and other information with the SEC. If the Reverse Stock Split is implemented, the Company’s common stock will continue to trade on the Pink Open Market as discussed above.capabilities.

In additionThe following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to each Officer with compensation exceeding $100,000 during the above, the Reverse Stock Split will have the following effects upon the Company’s common stock:

Shares of common stock after the Reverse Stock Split will be fully paidfiscal years ended April 30, 2022 and non-assessable. The Split Amendment will not change any of the other terms of the Company’s common stock. The shares of common stock after the Reverse Stock Split will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the shares of common stock prior to the Reverse Stock Split.

Because the number of authorized shares of the Company’s common stock will not be reduced, an overall effect of the Reverse Stock Split of the outstanding common stock will be an increase in authorized but unissued shares of the Company’s common stock. These shares may be issued by the Company’s Board in its sole discretion. See “Anti-Takeover Effects of the Reverse Stock Split” below. Any future issuance will have the effect of diluting the percentage of stock ownership and voting rights of the present holders of the Company’s common stock and preferred stock.

Once we implement2021 (each a Reverse Stock Split, the share certificates representing the shares will continue to be valid. In the future, new share certificates will be issued reflecting the Reverse Stock Split, but this in no way will affect the validity of your current share certificates. The Reverse Stock Split will occur without any further action on the part of the Company’s shareholders. After the effective date of the Reverse Stock Split, each share certificate representing the shares prior to the Reverse Stock Split will be deemed to represent the number of shares shown on the certificate, divided by split ratio. Certificates representing the shares after the Reverse Stock Split will be issued in due course as share certificates representing shares prior to the Reverse Stock Split are tendered for exchange or transfer to the Company’s transfer agent. We request that shareholders do not send in any of their stock certificates at this time"Named Executive Officer").

As applicable, new share certificates evidencing new shares following the Reverse Stock Split that are issued in exchange for share certificates issued prior to the Reverse Stock Split representing old shares that are restricted shares will contain the same restrictive legend as on the old certificates. Also, for purposes of determining the term of the restrictive period applicable to the new shares after the Reverse Stock Split, the time period during which a shareholder has held their existing pre-Reverse Stock Split old shares will be included in the total holding period.

ProcedureEXECUTIVE COMPENSATION

Summary Compensation Table

2019 Equity Incentive Plan

In May 2019, shareholders approved the Company’s 2019 Equity Incentive Plan (the “Plan”). The Plan provides for implementing the reverseaward of stock splitoptions (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company.

The Reverse Stock Split would become effective uponterms of awards under the filing of Articles of Amendment to the Company’s Articles with the Secretary of State of the State of Nevada. The exact date of the filing of the Articles of Amendment that will effectuate the Reverse Stock Split will be determinedPlan are made by the Board based on its evaluation as to when such action will be the most advantageous to us and the Company’s shareholders. In addition, the Board reserves the right, notwithstanding shareholder approval and without further actionor by a compensation committee appointed by the shareholders, to elect not to proceed withBoard. The Company has reserved 8,750,000 shares for issuance under the Reverse Stock Split if,Plan. The Board may terminate the Plan at any time prior to filingtime. Unless sooner terminated, the amendment to the Company’s Articles of Amendment, the Board, in its sole discretion, determines that it is no longer in the Company’s best interest and the best interests of the Company’s shareholders to proceed with the Reverse Stock Split. If Articles of Amendment effecting the Reverse Stock Split have not been filed with the Secretary of State of the State of Nevada by the close of business one year from the Annual Meeting, the BoardPlan will abandon the Reverse Stock Split.

After the filing of the Articles of Amendment, the Company’s common stock will have a new CUSIP number, which is a number used to identify the Company’s equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below.

As soon as practicableterminate ten years after the Reverse Stock Split the Company’s transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates for record holders (i.e., shareholders who hold their shares directly in their own name and not through a broker). Record holders of pre-Reverse Stock Split shares will be asked to surrender to the transfer agent certificates representing pre-Reverse Stock Split shares in exchange for a book entry with the transfer agent or certificates representing post-Reverse Stock Split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us. No new certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

For street name holders of pre-Reverse Stock Split shares (i.e., shareholders who hold their shares through a broker), your broker will make the appropriate adjustment to the number of shares held in your account following the effective date of the Reverse Stock Split.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

No service charges, brokerage commissionsPlan. All vested or transfer taxes will be payable by any shareholder, exceptunvested awards are immediately forfeited at the option of the Board in the event that if any new stock certificates are to be issuedthe recipient performs certain acts against the interests of the Company as described in a name other than that in which the surrendered certificate(s) are registered it will be a conditionPlan. The number of such issuance that (1) the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (if any) or establishes to the Company’s satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer including with a medallion guarantee.

Payment for fractional shares

No fractional shares of common stock will be issuedcovered by each outstanding stock right, and the number of shares of common stock which have been authorized for issuance under the Plan as a result ofwell as the Reverse Stock Split. Instead, all shares which would otherwise result in fractional shares, upon surrender to the exchange agent of such certificates representing such fractional shares, will be rounded up to the nearest whole share.

Accounting matters

The par valueprice per share of the Company’s common stock will remain unchanged at $0.001 per share after(or cash, as applicable) covered by each such outstanding option or SAR, shall be proportionately adjusted for any increases or decrease in the Reverse Stock Split. As a result, on the effective datenumber of the Reverse Stock Split, the stated capital on the Company’s consolidated balance sheet attributable toissued shares of common stock will be reduced andresulting from a stock split, reverse stock split, stock dividend, combination or reclassification, or any other increase or decrease in the additional paid-in-capital account will be increasednumber of issued shares of common stock effected without receipt of consideration by the amount by which the stated capital is reduced. Per share net income or loss will be increased because there will be fewer shares of the Company’s common stock outstanding. We do not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.Company.

Certain federal income tax consequencesThe following table sets forth information concerning our equity compensation plans as of April 30, 2022.

Each shareholder is advised to consult their own tax advisor as the following discussion may be limited, modified or not apply based on your own particular situation.

Employment Agreements

Employment Agreement with Jeffrey Thompson, Chief Executive Officer

On March 31, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Jeffrey M. Thompson, the Company’s Chief Executive Officer. The followingEmployment Agreement provides for an initial term of one year and will renew for successive one-year terms unless either party provides written notice of their intent not to renew the agreement at least three months prior to expiration. The Employment Agreement provides for a base salary of $248,000 per year. On April 29th 2022, Mr. Thompson’s base salary was increased to $300,000. In any fiscal year in which the Company's (a) market capitalization is at least $500,000,000 and (b) its traded price per share is at least $6.00 on a summary of important tax considerationsnational securities exchange for 60 consecutive days (the “Incentive Criteria”), Mr. Thompson may elect to receive all or any portion of the Reverse Stock Split. It addresses only shareholders who holdbase salary for a subsequent period in shares of Company common stock valued at the pre-Reverse Stock Splitthirty-day VWAP for each pay period for which the election is applicable.

In connection with the Employment Agreement, the Company granted Mr. Thompson fully-vested 10-year stock options to purchase 500,000 shares and post-Reverse Stock Split shares as capital assets. It does not purport to be complete and does not address shareholders subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, mutual funds, foreign shareholders, shareholders who hold the pre-Reverse Stock Split shares as part of a straddle, hedge, or conversion transaction, shareholders who hold the pre-Reverse Stock Split shares as qualified small business stock within the meaning of Section 1202 of the Internal Revenue CodeCompany's common stock (the “Code”“Options”), shareholders who are subject to the alternative minimum tax provisions of the Code, and shareholders who acquired their pre-Reverse Stock Split shares pursuant to the exerciseCompany’s 2019 Equity Incentive Plan (the "Stock Plan"). The Options are exercisable at $3.95 per share which represents the fair market value of employee stock options or otherwise as compensation. Current tax law may change, possibly even retroactively. This summary does not address tax considerations under state, local, foreign, and other laws. Furthermore, we have not obtained a ruling from the Internal Revenue Service or an opinion of legal or tax counsel with respect to the consequences of the Reverse Stock Split.

The Reverse Stock Split is intended to constitute a reorganization within the meaning of Section 368 of the Code. Assuming the Reverse Stock Split qualifies as reorganization, a shareholder generally will not recognize gain or loss on the Reverse Stock Split, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis of the post-Reverse Stock Split shares received will be equal to the aggregate tax basis of the pre-Reverse Stock Split shares exchanged, and the holding period of the post-Reverse Stock Split shares received will include the holding period of the pre-Reverse Stock Split shares exchanged.

A holder of the pre-Reverse Stock Split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-Reverse Stock Split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain or loss and will be short term if the pre-Reverse Stock Split shares were held for one year or less and long term if held more than one year. No gain or loss will be recognized by us as a result of the Reverse Stock Split.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

No appraisal rights

Shareholders have no rights under the Revised Statutes of the State of Nevada (the ‘‘Nevada Revised Statutes’’) or under the Company’s charter documents to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.

Anti-takeover effects of the reverse stock split

The overall effect of the Reverse Stock Split may be to render more difficult the accomplishment of mergers or the assumption of control by a principal shareholder and thus make the removal of management more difficult.

The effective increase in the Company’s authorized and unissued shares as a result of the Reverse Stock Split could potentially be used by the Board to thwart a takeover attempt. The over-all effects of this might be to discourage, or make it more difficult to engage in, a merger, tender offer or proxy contest, or the acquisition or assumption of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The Reverse Stock Split could make the accomplishment of a merger or similar transaction more difficult, even if it is beneficial to shareholders. The Board might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent shareholders that would provide an above-market premium, by issuing additional shares to frustrate the takeover effort.

As discussed above, the reasons for the Reverse Stock Split are to increase the ability of institutions to purchase the Company’s common stock on the date of grant.

Mr. Thompson may earn an annual bonus, in an amount up to 200% of his base salary, based upon attaining goals and stimulateobjectives defined by the interestCompensation Committee. If the Incentive Criteria is attained, then Mr. Thompson may elect to receive all or any portion of his bonus in the Company’s common stock by analysts and brokers as well as accelerate the possibility of obtaining an Exchange listing. This Reverse Stock Split is not the result of management’s knowledge of an effort to accumulate the Company’s securities or to obtain control of the Company, by meansvalued at the thirty-day VWAP on the date set for payment of a merger, tender offer, solicitation or otherwise. Additionally, the Reverse Stock Split is not being conducted in an effort to take the Company private.

Neither the Company’s Articles nor the Company’s Bylaws presently contain any provisions having anti-takeover effects and the Reverse Stock Split Proposal is not a plan by the Board to adopt a series of amendments to the Company’s Articles or Bylaws to institute an anti-takeover provision. We do not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

Plans for newly available sharesbonus.

The Employment Agreement contains certain “clawback” provisions which are triggered upon a restatement of financial results of the Company presently has no specific plans, nor has it entered into any arrangements or understandings regardingwhich were the sharesbasis for payment of common stock thatcompensation to Mr. Thompson. Under the clawback provisions, Mr. Thompson will be newly available for issuance upon effectivenessrequired to repay any annual bonus and stock-based compensation to the extent the amounts paid exceeded the amounts that would have been paid, based on the restatement of the Reverse Stock Split. However, the Company’s management is seeking to raise capital to fund future operations through the sale of convertible debt with warrants similar to its March 2018 financing. Further in order to pay its debt which is due in April 2019 (or extend such debt) equity securities may be issued. Any future financing may be dilutive to existing shareholders.

The Board recommends a vote “For” each of the reverse stock split ratios under this proposal.

financial information.

PROPOSAL 4: RATIFICATION OF THE SALE OF THE COMPANY’S SUBSIDIARYUpon termination of the Employment Agreement for any reason, Mr. Thompson will be entitled to all base salary earned through the termination date, as well as pro-rated annual bonuses, if any, and payment of all accrued but unused vacation time and any reimbursable expenses. As defined in the agreement, upon termination by (i) the Company for any reason other than “Cause”, or (ii) by Mr. Thompson for “Good Reason”, then Mr. Thompson will also be entitled to: (i) twenty-four (24) months of his then Base Salary; (ii) continued participation in the Company's health and welfare benefit plans to be paid in full by the Company for at least twelve (12) months; and (iii) immediate vesting of all stock options/equity awards.

Employment Agreement with Joseph Hernon, Chief Financial Officer

On July 1, 2021, the Company entered into an Employment Agreement with Joseph Hernon to serve as chief financial officer of the Company. The Employment Agreement will automatically renew for successive one-year terms unless either party notifies the other party at least three months prior to the expiration of the then current term of its desire to terminate the Employment Agreement. The Employment Agreement provides for a base salary equal to at least 75% percent of the salary of the Company’s Chief Executive Officer. On April 29, 2022, Mr. Hernon's base salary was increased to $230,000. Mr. Hernon is also eligible for an annual cash bonus of up to 150% percent of his base salary.

In December 2017,connection with the Board determined that it wasEmployment Agreement, the Company granted Mr. Hernon 375,000 shares of the Company’s common stock, of which 45,000 vested on November 1, 2021, with the remaining 330,000 shares vesting in 11 equal quarterly installments commencing on February 1, 2022, subject to his continued employment by the Company. The shares will vest immediately upon a change of control, as defined in the Company’s best interestStock Plan. Hernon will also be eligible for additional awards under the Stock Plan.

The Employment Agreement contains certain “clawback” provisions which are triggered upon a restatement of financial results of the Company which were the basis for payment of compensation to sell TLLC. PriorMr. Hernon. Under the clawback provisions, Mr. Hernon will be required to repay any annual bonus and stock-based compensation to the extent the amounts paid exceeded the amounts that would have been paid, based on the restatement of the Company’s financial information.

Upon termination of the Employment Agreement for any reason, Mr. Hernon will be entitled to all base salary earned through the termination date, as well as pro-rated annual bonuses, if any, and payment of all accrued but unused vacation time and any reimbursable expenses. As defined in the agreement, upon termination by (i) the Company for any reason other than “Cause”, or (ii) by Mr. Hernon for “Good Reason”, then Mr. Hernon will also be entitled to: (i) twelve (12) months of his then Base Salary; (ii) continued participation in the Company's health and welfare benefit plans to be paid in full by the Company for at least twelve (12) months; and (iii) immediate vesting of all stock options/equity awards.

Employment Agreement with Allan Evans, Chief Operating Officer

On January 11, 2021, the Company entered into an Employment Agreement with Allan Evans (“Evans”), to serve as chief executive officer of Fat Shark, a wholly owned subsidiary of the Company. In June 2021, Mr. Evans was appointed Chief Operating Officer of the Company. The Employment Agreement will automatically renew for successive one-year terms unless either party notifies the other party at least three months prior to the expiration of the then current term of its desire to terminate the Employment Agreement. The Employment Agreement provides for a base salary equal to at least 70% percent of the salary of the Company’s Chief Executive Officer. On April 29, 2022, Mr. Evans' base salary was increased to $230,000. Mr. Evans is also eligible to receive an annual cash bonus of up to 100% percent of his base salary.

In connection with the Employment Agreement, the Company granted 1,000,000 shares of common stock to Mr. Evans, of which 250,000 vested on January 11, 2021, with the remaining 750,000 shares vesting in 36 equal monthly installments commencing on February 28, 2021, subject to his continued employment with the Company. The shares will vest immediately upon a change of control, as defined in the Company’s Stock Plan. On April 25th, 2022, the vesting of 125,000 shares accelerated when the Company received payment of $250,000 related to the sale of TLLC,services at a net profit margin higher than that realized from similar sales over the holders of a majority of the Company’s voting power provided the Board with proxies which gave the Board the right to vote their shares to approve the sale of TLLC. On January 3, 2018, the Company effected the sale of TLLC based on the Board’s approval.

The Company’s business modelprior 12 months. Other acceleration provisions in the virtual reality business, through TLLC, was not successful. Prior to the sale of TLLC, the Company was unable to refinance its business and was unable to continue its virtual reality business due to a loss of confidence in the virtual reality business by the Company’s investors. The Company’s investors refused to further finance the Company unless the Company no longer operated TLLC; the TLLC lender whose loans were treated as demand loans refused to fund TLLC if it remained owned by the Company.

Additionally, the TLLC’s employees were threating to resign due to the failure to pay them. Upon locating buyers for TLLC, the Board determined that it was in the Company’s best interest to sell TLLC to the buyers and transition the Company into the virtual currency business. The buyers included four shareholders who, at the time of the sale, held the majority of the Company’s voting power: Hayjour Family LP, Jeffrey Rassas, John Wise, and Caroline Wise (the “Four Buyers”).

The Four Buyers were involved with both the Company and TLLC and, to the Company’s knowledge, continue to be involved with TLLC. Jeffrey Rassas and John Wise were both officers and directors of the Company until shortly before the sale of TLLC, Caroline Wise is the spouse of John Wise, and Jefferey Rassas is the general partner of Hayjour Family LP.

As a result of the Four Buyers’ involvement with both the Company and TLLC, the Four Buyers faced conflicts of interest arising from the sale of TLLC including that the interests of the Four Buyers may be adverse to the Company’s interests with regard to the sale of TLLC. The Four Buyers were motivated to buy TLLC on terms most favorable to the Four Buyers rather than on terms which would be in the Company’s best interests. While the Four Buyers each continued to believe in the virtual reality business, they understood that the investors that had primarily financed the Company to date would no longer finance TLLC while one key investor who was willing to finance TLLC would not do so if it was owned by the Company. These divergent views caused the majority of the Company’s senior management, who essentially were the Four Buyers, to resign in October 2017. Following that date the Company and its former Chief Executive Officer and President, Messrs. Rassas and Wise, began discussions which ultimately led to the January 3, 2018 sale of TLLC. When viewed in this light, there was no conflict of interest which affected the Board.

Under Nevada law, the sale of substantially all assets of the business requires approval by the shareholders prior to effecting the sale. The Nevada Revised Statutes are unclear on what constitutes a sale of substantially all assets of the business. Out of an abundance of caution, the Company obtained the proxies approving the sale of TLLC prior to effecting the sale. Because we need to comply with the SEC’s proxy rules, we were unable toEmployment Agreement include (i) 250,000 shares shall vest immediately vote the proxies. On January 3, 2018, we had 42,693,855 shares of common stock outstanding. Due to conversions of the Company’s Series E Convertible Preferred Stock, primarily by one investor, the number of shares outstanding on the Record Date increased to 235,460,470.

Because shareholder action requires either a meeting of shareholders or shareholder consents and the Securities Exchange Act of 1934 (the “Exchange Act”) requires either a Proxy Statement or an Information Statement to be filed and mailed to shareholders, the Board was concerned a delay could effectively make it impossible for the buyers to keep the virtual reality business operating. Further, the buyers had a conflict of interest in voting for the sale since they were on both sides. The buyers were only willing to finance the TLLC’s business if TLLC was sold to them. Funds which had previously financed the Company were only willing to continue financing the Company if the Company sold TLLC. Accordingly,Company's stock price closes at or above $5.00 per share for 30 consecutive days; and (ii) 125,000 shares shall vest immediately upon receipt of payment from any unrelated third-party purchaser of goods or services in an amount of $1,000,000 (exclusive of any payments which previously resulted in an acceleration of vesting) at a net profit margin no less than the Board requiredaverage net profit margin for similar goods or services during the Four Buyers to givepreceding 12 months. Evans will also be eligible for additional awards under the Board the proxies. Based on the circumstances described in this section, the Board determined that sale of TLLC was in the best interest of both the Company and the Company’s shareholders. While the sale of TLLC created risks of non-compliance with the rules promulgated under Section 14 of the Exchange Act regarding providing shareholders with notice, the Company believed that its shareholders would have been adversely affected by the Company’s closure had the Company delayed the sale of TLLC due to the time requirements imposed by filing a Schedule 14C prior to the sale. Nevertheless, the Company’s failure to file a Schedule 14C regarding the sale of TLLC created risks of noncompliance with the federal securities laws including subjecting the Company to possible fines and increased scrutiny from the SEC regarding the Company filings, risks of shareholder suits against the Company seeking damages from the sale of TLLC, and risks of shareholder or regulatory action requiring the Company to unwind or take steps to unwind all or part of the sale of TLLC. The sale of TLLC created additional risks for the Company’s shareholders which are detailed in the “Risk Factors” section of the 2017 10-K.

Plan.

In consideration for entering in the sale

The Employment Agreement contains certain “clawback” provisions which are triggered upon a restatement of TLLC, the Company received: (i) $100,000 in cash and (ii) a secured promissory note in the principal amountfinancial results of $120,000 bearing 6% annual interest that matured in September 2018. Additionally, the buyers and TLLC assumed certain of the Company’s liabilities including a sublease agreement entered into by the Company, $116,888 of loans made by a buyer to the Company which were duethe basis for payment of compensation to Mr. Evans. Under the clawback provisions, Mr. Evans will be required to repay any annual bonus and stock-based compensation to the extent the amounts paid exceeded the amounts that would have been paid, based on demand, a certain $100,000 senior convertible notethe restatement of the Company’s financial information.

Upon termination of the Employment Agreement for any reason, Mr. Evans will be entitled to all base salary earned through the termination date, as well as pro-rated annual bonuses, if any, and payment of all accrued but unused vacation time and any reimbursable expenses. As defined in the agreement, upon termination by (i) the Company dated March 3, 2017, a certain services agreement entered intofor any reason other than “Cause”, or (ii) by Mr. Evans for “Good Reason”, then Mr. Evans will also be entitled to: (i) twelve (12) months of his then Base Salary; (ii) continued participation in the Company's health and welfare benefit plans to be paid in full by the Company certain past compensation owedfor at least twelve (12) months; and (iii) immediate vesting of all stock options/equity awards.

Outstanding Equity Awards

The table below reflects option awards made to each Named Executive Officer that were outstanding on April 30, 2022.

The table below reflects stock awards that were outstanding and that had not vested as of April 30, 2022.

There were no unearned equity incentive plan awards outstanding at April 30, 2022.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following is a description of transactions since May 1, 2020, to which we were a party or will be party, in which the Company’s formeramount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and any of our directors, executive officers and certain credit card debts owed byor holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the Company. The assumed liabilities totaled approximately $558,054.

If we cannot obtain shareholder approval, we are subject tohousehold with, any of these individuals or entities, had or will have a number of risks. First the buyers of TLLC could seek to rescind the transaction. If the buyers filed suit we would contend that the buyers cannot legally raise the argument that there was not shareholder approval of the transaction since the buyers created the risk by demanding an immediate closing. Further, minority shareholders could seek similar relief although such an action seems remote given the benefits to us. If either event occurs, we are subject to legal risks and uncertainty. We cannot predict how a court would rule.

Finally, the purchaser of TLLC owes us on the note which became due on September 28, 2018. It retains the power to file a Chapter XI bankruptcy proceeding which would avoid any state law power issues and also likely result in the non-payment of the note. Any such proceeding would also likely result in our incurringdirect or indirect material legal fees.

We attach to this proxy statement certain unaudited financial statements of TLLC and unaudited pro forma financial statements of TLLC and of the Company which give effect to the sale of TLLC as if it occurred on December 31, 2017. Shareholders should carefully review this financial information as well as the Company’s Form 10-Qs and Form 10-K filed with the SEC and available at www.sec.gov/EDGAR.

interest. The Board recommends a vote “For” this proposal.

In October 2020, Nicholas Liuzza, a director, converted a note issued by the Company for $125,000 plus accrued interest totaling $11,342 into 209,758 shares of common stock. The two-year convertible note was originally issued in December 2019 with a 12% annual interest rate.

In October 2020, Jeffrey Thompson, CEO and director, converted a note issued by the Company for $25,000 plus accrued interest totaling $2,416 into 29,166 shares of common stock. The two-year convertible note was originally issued in December 2019 with a 12% annual interest rate.

PROPOSAL 5. TO APPROVE THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATIONIn October 2020, we issued a two-year convertible note in the principal amount of $300,000 to Nicholas Liuzza, a director. The notes bear interest at a rate of 12% per annum. In connection with the transaction, Mr. Liuzza was issued 200,000 warrants to purchase shares of common stock.  The warrants are exercisable at a price equal to the lower of (i) $1.50 per share or (ii) a 25% discount to the price per share of the common stock offered in a Qualified Offering. In March 2021, Mr. Liuzza converted his convertible note in the amount of $300,000 plus $17,852 of accrued interest into 317,852 shares of common stock.

OverviewIn January 2021, we issued a two-year convertible note in the principal amount of $100,000 to Nicholas Liuzza, Jr., a director. The notes bear interest at a rate of 12% per annum. In connection with the transaction, Mr. Liuzza was issued 200,000 warrants to purchase shares of common stock. The warrants are exercisable at a price equal to the lower of (i) $1.50 per share or (ii) a 25% discount to the price per share of the common stock offered in a Qualified Offering. In March 2021, Mr. Liuzza converted his note in the amount of $100,000 plus $2,992 of accrued interest into 102,992 shares of common stock. 

PursuantIn January 2021, we issued a two-year convertible note in the principal amount of $50,000 to Section 14AJoseph Freedman, Jr., a director. The notes bear interest at a rate of 12% per annum. In connection with the transaction, Mr. Freedman was issued 67,500 warrants to purchase shares of common stock. The warrants are exercisable at a price equal to the lower of (i) $1.50 per share or (ii) a 25% discount to the price per share of the Exchange Act, we are asking our shareholders to vote to approve,common stock offered in a Qualified Offering. In March 2021, Mr. Freedman converted his note in the amount of $50,000 plus $1,134 of accrued interest into 51,134 shares of common stock. In March 2021, Mr. Freedman also exercised his warrants on a non-binding, advisorycashless basis which resulted in the compensationnet issuance of our Named Executive Officers, commonly referred to as the “say-on-pay” vote. In accordance with the Exchange Act requirements, we are providing our shareholders with an opportunity to express their views on our Named Executive Officers’ compensation. Although this advisory vote is nonbinding, our Board will review and consider the voting results when making future decisions regarding our Named Executive Officer compensation and related executive compensation programs.44,343 shares of common stock. 

We encourage shareholdersConsulting Agreement with Director Joseph Freedman

On June 7, 2021, our Board of Directors approved a Consulting Agreement (the “Agreement”) with our Director Joseph Freedman. Under the Agreement, Mr. Freedman has agreed to readassist the “Executive Compensation” sectioncompany with various strategic tasks and initiatives, including managing the pre and post-merger integration planning, developing and managing quarterly and annual planning sessions, assisting with executive recruiting, and identifying and assisting with acquisitions. Under the Agreement, Mr. Freedman will be acting as a consultant only, and will have no responsibility or obligation for execution of our business plan or any ability to obligate or bind the Company in this proxy statement, includingany respect. In approving the compensation tables andAgreement, our Board of Directors determined that Mr. Freedman remains an “Independent Director” within the related narrative disclosure, which describes the structure and amountsmeaning of Nasdaq Rule 5605.

The term of the Agreement is one (1) year, during which Mr. Freedman will be paid a consulting fee of $6,000 per month. As additional compensation, Mr. Freedman was granted options to purchase 150,000 shares of common stock at a price of $2.51 per share, exercisable for five years. The options will vest in equal quarterly installments over 12 months and were valued at $361,062 using Black Scholes. Expenses recognized in fiscal year 2022 totaled $300,720. Effective January 1, 2022, Mr. Freedman’s compensation under the Agreement was increased to $10,000 per month.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% percent of our Named Executive Officers. The compensationequity securities ("Reporting Persons") to file reports of ownership and changes in ownership with the SEC. Based solely on our Named Executive Officers is designedreview of such filings and other information available to enable us, to attract and retain talented and experienced executives to lead us successfully in a competitive environment. The Committee and our Boardas well as representations from the Reporting Persons, we believe that our executive compensation strikesduring the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our Named Executive Officers to dedicate themselves fully to value creation for our shareholders.

Accordingly, we ask our shareholders to vote “FOR”fiscal year ended April 30, 2022, the Reporting Persons timely filed all such reports, except that the following resolution atforms were filed late by the Annual Meeting:indicated individuals:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion is hereby APPROVED.”

The Board recommends a vote “For” this proposal.

PROPOSAL 6. TO VOTE, ON A NON-BINDING ADVISORY BASIS, WHETHER A NON-BINDING ADVISORY VOTE ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION SHOULD BE HELD EVERY ONE, TWO OR THREE YEARS

In addition toREPORT OF THE AUDIT COMMITTEE

Our Audit Committee has reviewed and discussed with our management and BF Borgers CPA PC our audited consolidated financial statements for the advisory vote on executive compensation described in Proposal 4, pursuant to Section 14A offiscal year ended April 30, 2022. Our Audit Committee has also discussed with BF Borgers CPA PC the Exchange Act, we are asking our shareholders to vote, on a non-binding, advisory basis, on the frequency of future votes to approve the compensation of our Named Executive Officers. This non-binding “frequency” vote ismatters required to be submitteddiscussed by applicable requirements of the Public Company Accounting Oversight Board and the SEC.

Our Audit Committee has received and reviewed the written disclosures and the letter from BF Borgers CPA PC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with our Audit Committee concerning independence, and has discussed with BF Borgers CPA PC its independence from us.

Based on the review and discussions referred to above, our Audit Committee recommended to our shareholders at least once every six years. Shareholders may indicate whether they preferBoard of Directors that we conduct future advisory votes to approve the compensation ofaudited consolidated financial statements be included in our Named Executive Officers every one, two or three years, or abstain.Annual Report on Form 10-K for the fiscal year ended April 30, 2022 for filing with the SEC.

The Board has determined that holding an advisory voteSubmitted by the Audit Committee

Christopher Moe

Nicholas Liuzza

Jonathan Read

Electronic Delivery of Stockholder Communications

We encourage you to approvehelp us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via email. With electronic delivery, you will be notified via email as soon as future annual reports and proxy statements are available via the compensationinternet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:

●Registered Owner (you hold our Named Executive Officers every three years iscommon stock in your own name through our transfer agent, Equity Stock Transfer, LLC, or you are in possession of stock certificates): visit www.equitystock.com and log into your account to enroll.

●Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the most appropriate policy at this time, and recommends that future advisory votes to approve the compensation of our Named Executive Officers occur every third year. Our executive compensation program is designed to create long-term value for our shareholders, and a triennial vote will allow shareholders to better judge our executive compensation program in relation to our long-term performance. We also believe that a vote every three years is an appropriate frequency to provide sufficient time to thoughtfully consider shareholders’ input and to implement any appropriate changes to our executive compensation program, in lightinstructions provided by your broker, bank, trustee or nominee.

OTHER MATTERS

As of the timingdate of this Proxy Statement, our Board of Directors does not intend to present, and has not been informed that would be requiredany other person intends to implementpresent, any decisions related to such changes.matter before the Annual Meeting other than those matters specified in the Notice of Annual Meeting of Stockholders. If any other matters properly come before the Annual Meeting, it is intended that the holders of the proxies will vote in respect thereof in accordance with their best judgment.

Shareholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years, or abstain. The voting frequency option that receives the highest number of votes cast by shareholders will be deemed the frequency for the advisory vote on executive compensation that has been selected by shareholders. Although this advisory vote on the frequency of future advisory votes to approve the compensation of our Named Executive Officers is nonbinding, the Board will carefully review and consider the voting results when determining the frequency of future advisory votes to approve the compensation of our Named Executive Officers.

The Board recommends that the shareholders vote to conduct future advisory votes to approve the compensation of our Named Executive Officers everythree years.

OTHER MATTERS

Timefire has no knowledge of any other matters that may come before the Annual Meeting and does not intend to present any other matters. However, if any other matters shall properly come before the Annual Meeting or any adjournment, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.

If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, Timefire will cancel your previously submitted proxy.

Annex A

ARTICLES OF AMENDMENT

TO ARTICLES OF INCORPORATION

OF TIMEFIREVR INC.

TimefireVR Inc. (the ‘‘Company’’), a corporation organized and existing under the Revised Statutes of the State of Nevada (the ‘‘Nevada Revised Statutes’’), hereby certifies as follows:

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to Articles of Incorporation as of the ______ day of ________, 2018.

TimefireVR Inc.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF SHAREHOLDERS – November 29, 2018 AT 10:00 AM

VOTING INSTRUCTIONS

If you vote by phone or fax, please DO NOT mail your proxy card.

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MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING:☐

MARK HERE FOR ADDRESS CHANGE☐ New Address (if applicable):

IMPORTANT:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Dated: _______________ ___, 2018

(Print Name of Shareholder and/or Joint Tenant)

(Signature of Shareholder) 

 (Second Signature if held jointly)

The shareholder(s) hereby appointsJonathan Read andGary Smith as proxy, with the power to appoint a substitute, and hereby authorizes him or her to represent and to vote, as designated on the reverse side of this ballot, all of the shares of voting stock of TIMEFIREVR INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholder(s) to be held at 10:00 a.m., local time on November 29, 2018, at Nason, Yeager, Gerson, White & Lioce, P.A., 3001 PGA Boulevard, Suite 305 Palm Beach Gardens, Florida 33410, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Director’s recommendations. If any other business is presented at the meeting, this proxy will be voted by the above-named proxies at the direction of the Board of Directors. At the present time, the Board of Directors knows of no other business to be presented at the meeting.

The Board of Directors recommends you vote FOR the following Nominees for the Board of Directors and FOR each of the following Proposals (you may vote for one answer to proposal 6):

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TIMEFIRE LLC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation and Organization

Timefire LLC (“Timefire” or the “Company”), an Arizona limited liability company, was formed on January 23, 2014. The Company is a Phoenix-based software development studio established to create content for the emerging virtual reality industry. On September 13, 2016, the Company entered into an Agreement and Plan of Merger (“Merger Agreement” or the “Merger”) through which it was acquired by TimefireVR Inc., a Nevada corporation (“Parent”).

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. Significant estimates of the Company include accounting for depreciation, accruals and contingencies and the estimated fair value of stock options.

Cash and Cash Equivalents

The Company considers all highly liquid instruments, with original maturity of three months or less when purchased, to be cash equivalents. We place our cash and cash equivalents with major financial institutions. Such amounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). From time to time, balances may exceed FDIC coverage limits.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method, over the estimated useful lives of the assets, generally five years. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Gains and losses on the disposition of property and equipment are recorded in the period incurred.

Concentration of Credit Risk

Our concentration of credit risk relates principally to cash. Our cash deposits are held in a major financial institution, with no significant risks of potential loss.

Research and Development Costs

Research and development costs, including design, development and testing of software, are expensed as incurred.

Income Taxes

For the years ended December 31, 2016 and 2017, the Company will file consolidated tax returns with its Parent company.

Revenue Recognition

The Company’s revenue to date has been derived principally from the sale of contracted software development services. The Company recognizes revenue when there is persuasive evidence of an arrangement, the product or service has been provided to the customer, the collection of our fees is reasonably assured, and the amount of fees to be paid by the customer is fixed or determinable.

Stock-Based Compensation

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the financial statements over the period during which such awards vest. Stock-based compensation arrangements include stock options..

Equity instruments (“Instruments”) issued to non-employees are recorded on the basis of the fair value of the Instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such Instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the Instruments are vested. The measured fair value related to the Instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505.

Adoption of Recent Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15,Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern(“ASU 2014-15”), that requires management to evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued or available to be issued on both an interim and annual basis. Management is required to provide certain footnote disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company adopted ASU 2014-15 in the fourth quarter of 2016.

In March 2016, the FASB issued ASU No. 2016-09, which revises the guidance in ASC 718,Compensation - Stock Compensation, and will change how companies account for certain aspects of share-based payments to employees, including the income tax impact, classification on the statement of cash flows and forfeitures. The guidance is effective for reporting periods (interim and annual) beginning after December 15, 2016, for public companies. The Company adopted ASU No. 2016-09 in the first quarter of 2017.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU No. 2017-04,Intangibles - Goodwill and Other (Topic 350):Simplifying the Accounting for Goodwill Impairment(“ASU 2017-04”). ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This standard, which will be effective for the Company beginning in the first quarter of fiscal year 2021, is required to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact this standard will have on its financial statements.

In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The pronouncement was originally set to be effective for annual and interim reporting periods beginning after December 15, 2016. In July 2015, the FASB approved a one-year deferral of the effective date from December 15, 2016 to December 15, 2017. This ASU permits the use of either the retrospective or cumulative effect transition method. We have evaluated the impact this guidance will have on our consolidated financial statements and our adoption method. Our adoption ofthis standard will not significantly change the timing of the recognition of our revenue or costs. We will adopt the new standard effective January 1, 2018, using the full retrospective method.

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842). The update requires a lessee to recognize, on the balance sheet, a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating both the impact that this standard will have on our financial statements and which practical expedients to employ during adoption.

There have been no other recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s financial statements.

Subsequent Events

In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date.

Note 2 – Going Concern

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company has incurred net losses from operations since commencement and has a members’ deficit of $1,760,403 as of December 31, 2017. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Such conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to meet its cash requirements in the next year is dependent upon obtaining additional financing. Management is continuing to pursue financing from various sources, including private placements from investors and institutions. Management believes these efforts will contribute toward funding the Company’s activities until sufficient revenue can be earned from future operations. Management believes these efforts, if successful, will be sufficient to meet its working capital needs and its currently anticipated expenditure levels for the next year.

Note 3 - Property and Equipment, Net

The following represents a summary of our property and equipment:

Depreciation expense was $12,607 and $12,298 for the periods ended December 31, 2017 and 2016, respectively.

Note 4 – Prepaid and Accrued Expenses

Prepaid expenses and other current assets consists of the following:

Accrued expenses include the following:

Note 5 – Related Party Transactions

Loans from Officer

During the year ended December 31, 2015, an officer made non-interest bearing loans totaling $161,800 to the Company. In March 2016, these amounts were converted to a promissory note due March 1, 2019 and bearing annual interest at 8%. In September 2016, in connection with the Merger, the officer agreed to convert this note into additional equity interests in the Company, which were exchanged for a total of one share of the Parent company’s common stock in the Merger.

Convertible Notes Payable - Members

In April 2015 as part of a member cash call, the Company entered into convertible notes payable to members totaling $25,000. In September 2016, members holding $22,500 of these notes elected to exchange these notes and all accrued interest for equity interest in the Parent company. The member holding the remaining $2,500 in convertible notes elected for repayment in cash of the note and accrued interest.

Interest expense on the convertible notes payable to members was $8,351 for the year ended December 31, 2016.Contracted Software Development Costs and Unearned Revenue – Related Party

During the year ended December 31, 2015, the Company entered into an agreement with a related party, an entity in which two of the Company members have significant ownership, to provide software development services. During 2015, the Company received $156,000 in payments for these services. The contracted services had not yet been completed as of December 31, 2015, and all amounts received were classified as unearned revenue. During the year ended December 31, 2016, the Company completed this work, recognizing the previously unearned revenue from 2015 as well as an additional $46,500, for a total of $202,500 in revenue from the related party.

Other Agreements

On June 2, 2017, the Company entered into an agreement with an entity managed by a former director of the Company to provide services to the entity. A retainer deposit of $57,400 was received, and services were to be initiated within sixty days. As of December 31, 2017, the Company has not yet performed the services outlined in this agreement, and per its terms, will need to return the deposit. This amount is included in accrued expenses on the balance sheet. During the year ended December 31, 2017, the Company received advances totaling $116,883 from a related party. These advances are not evidenced by a promissory note, and are non-interest bearing. The amount is reflected as Demand obligation payable–related party on the balance sheet.

Note 6 - Commitments and Contingencies

On September 23, 2016, the Company entered into an office lease agreement commencing October 1, 2016. This lease expires December 31, 2018. A concession of the first five months’ rent was provided. After that time, the monthly rent will be $8,121 for months 6 through 17, and $8,375 for months 18 through 27. Total rent to be paid over the course of the lease is being expensed on a straight-line basis over the period of the entire lease, creating a deferred rent liability of $19,230 as of December 31, 2017. Due to the Company’s financial difficulties, the landlord agreed to let the Company begin ratably applying their security deposit against their monthly rent payments due effective October 2017, providing for reduced rent payments of $5,347 per month through the remainder of the lease. The Company’s security deposit has been reduced to $33,500 as of December 31, 2017. Rent expense was $83,105 and $54,179 for the years ended December 31, 2017 and 2016, respectively. Future minimum lease payments under this agreement total $64,166 for 2018.

The Company has agreed to indemnify its officers and members for certain events or occurrences that may arise as a result of the officers or members serving in such capacity. The term of the indemnification period is for the officer’s or member’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited.

Note 7 – Members’ Deficit

As of December 31, 2015, ownership interest in the Company consists solely of 100 Class A units. Between January and May 2016, the Company issued 5.59 Class A units in exchange for $325,000 in additional capital contributions received.

In September 2016, as part of the Merger transaction, the members converted their membership interests in the Company to equity in the Parent company. Additionally, all except one of the members that were convertible note holders elected to convert their notes and accrued interest into equity interest in the Parent company.

Note 8 - Subsequent Events

On January 3, 2018, the Company’s Parent corporation entered into an agreement with one of the Company’s initial investors to sell off its interests in the Company. As of this date, the Company is no longer a subsidiary of TimefireVR Inc. As part of the agreement, the Company entered a secured promissory note in the principal amount of $120,000 bearing 6% annual interest that matured in September 2018. Additionally, the Company assumed certain liabilities including a $100,000 senior convertible note of the Parent company dated March 3, 2017.