October 25, 2019

Tyler B. Wilson
Chief Financial Officer
Taronis Fuels, Inc.
300 W. Clarendon Ave., Unit 230
Phoenix, AZ 85013

       Re: Taronis Fuels, Inc.
           Registration Statement on Form 10-12G
           Filed September 30, 2019
           File No. 000-56101

Dear Mr. Wilson:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

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

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

Form 10-12G filed September 30, 2019

Questions and Answers About the Spin-Off, page 9

1.    Please add a Q&A to briefly describe the continuing business, operations
and material
      assets and liabilities of Taronis Technologies after the spin-off.
What is the Company?, page 10

2.    Briefly describe the business, operations and material assets and
liabilities of Taronis
      Fuels and whether other material items will be contributed to or from
Taronis Fuels in
      connection with the spin-off.
 Tyler B. Wilson
FirstName LastNameTyler B. Wilson
Taronis Fuels, Inc.
Comapany NameTaronis Fuels, Inc.
October 25, 2019
Page 2
October 25, 2019 Page 2
FirstName LastName
How will fractional shares be treated in the Spin-Off?, page 11

3.       It appears from Section 2.04(c) of the distribution agreement filed as
Exhibit 2.1 that
         shareholders will receive cash for their fractional shares. Please
revise to disclose this
         treatment of fractional shares.
What are the U.S. federal income tax consequences of the distribution of our
common stock to
U.S. shareholders? , page 11

4.       Disclose that it is a condition to the spin-off that Taronis
Technologies receives a tax
         opinion that the spin-off will qualify as a tax free reorganization
and distribution. Disclose
         whether this condition can be waived and, if so, how you will notify
shareholders of the
         waiver of this condition.
Will my Taronis Technologies common stock continue to trade on a stock market?,
page 11

5.       Please discuss the likelihood that Taronis Technologies' common stock
will continue to
         trade on Nasdaq given the current market price and its operations and
assets after the spin-
         off.
Will Taronis Fuels common stock trade on a stock market?, page 13

6.       Please discuss the likelihood that Taronis Fuels will meet the
requirements for listing on
         the NYSE American exchange.
Risk Factors
Several members of our board of directors and management may have actual or
potential
conflicts of interest..., page 19

7.       Identify the members of your board and management who will continue to
hold positions
         at Taronis Technologies. Discuss whether your management or the board
has
         implemented any structural protections intended to minimize or protect
against conflicts
         of interest that may arise between the company and Taronis
Technologies. For example,
         disclose whether directors who owe fiduciary duties to both the
company and Taronis
         Technologies will participate in decisions about arrangements between
the two
         companies, and address their obligations to present certain
opportunities to each company.
We believe we will be considered a "smaller reporting company" and will be
exempt from
certain disclosure requirements..., page 27

8.       Please update your disclosure to reflect the current thresholds for
meeting the definition of
         "smaller reporting company" under Rule 12b-2. Also update your
disclosure about
         emerging growth company status on page 6 to reflect the current
revenue threshold of
         $1.07 billion.
 Tyler B. Wilson
FirstName LastNameTyler B. Wilson
Taronis Fuels, Inc.
Comapany NameTaronis Fuels, Inc.
October 25, 2019
October 25, 2019 Page 3
Page 3
FirstName LastName
Reasons for the Spin-Off, page 30

9.       Please expand your discussion of the reasons for the spin-off to
address how the factors
         you list apply specifically to each of the companies. In your
discussion, also address the
         board's considerations of the following:
           Why the board determined at this time to spin off the operations
that have generated
             substantially all recent historical revenues;
           The operations and financial condition of each of the companies,
comparing and
             contrasting their operations before and after the spin-off;
           Why the two companies will have the same management, and how
conflicts of
             interest will be resolved;
           The likelihood that the stock of Taronis Technologies will meet the
continued listing
             requirements of the Nasdaq Capital Market following the spin-off,
discussing the
             specific requirements;
           The likelihood that the common stock of Taronis Fuels would meet the
listing
             requirements of the NYSE American exchange, discussing the
specific requirements;
             and
           Whether the board considered any other strategic alternatives.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 44

10.      You reference expected future dividends here and state in the Q&A on
page 12 that it is a
         possibility that Taronis Fuels may pay cash dividends. Please
reconcile this disclosure
         with your disclosure in the risk factor on page 28 and dividend policy
on page 38 that you
         do not expect to pay cash dividends on your common stock in the
foreseeable future.
Description of Capital Stock, page 67

11.      We note that Article VII of your Articles of Incorporation includes an
exclusive forum
         provision listing the Court of Chancery of the State of Delaware as
the sole and exclusive
         forum for certain litigation, including any ``derivative action.
Please describe this
         provision here and include a risk factor addressing the risks to
investors posed by the
         exclusive forum provision. In your disclosure, please also discuss
whether the provision
         applies to actions arising under the Securities Act or Exchange Act.
Please also disclose
         that there is uncertainty as to whether a court would enforce such
provision and that
         investors cannot waive compliance with the federal securities laws and
the rules and
         regulations thereunder.
 Tyler B. Wilson
FirstName LastNameTyler B. Wilson
Taronis Fuels, Inc.
Comapany NameTaronis Fuels, Inc.
October 25, 2019
October 25, 2019 Page 4
Page 4
FirstName LastName
Financial Statements
Note 2 - Going Concern and Managements' Plan, page F-7

12.      You disclose that you do not believe you will continue incurring
operating losses for the
         foreseeable future and that you will be cash flow positive before year
end. However, your
         disclosures on pages 19 and 40 indicate that you anticipate that you
will continue to report
         losses and negative cash flow. Please revise to be consistent
regarding your
         historical cash flows and expectations for future periods.
Note 4 - Acquisitions, page F-14

13.      We note that there were several acquisitions during 2018 and interim
2019 that were
         allocated to Taronis Fuels. Please tell us how you considered Rule
8-04 of Regulations S-
         X in evaluating the significance of these acquisitions and whether you
are required to
         include audited financial statements and pro forma information. As
part of your
         response, provide us with the results of your significance tests.
General

14.      We note the press releases by Taronis Technologies dated July 22, 2019
and October 15,
         2019 regarding a $165 million contract with a Turkish gas consortium
to purchase 30, 300
         KW Venturi plasma arc gasification units from Taronis Fuels. This
appears to be a
         material contract. Therefore, please file the contract as an exhibit
and provide disclosure
         of its material terms in the Form 10.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Claire DeLabar, Staff Accountant, at 202-551-3349 or
Christine Dietz,
Senior Staff Accountant, at 202-551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Michael Foland, Staff
Attorney, at 202-
551-6711 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Laura Anthony