SecProbe.io

June 24, 2019
David Jemmett
Chief Executive Officer
CERBERUS CYBER SENTINEL CORP
7333 E. Doubletree
Suite D270
Scottsdale, AZ 85258
Re:CERBERUS CYBER SENTINEL CORP
Form 10-12G
Filed May 28, 2019
File No. 000-56059
Dear Mr. Jemmett:
            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
General
1.Please note that the Form 10 goes effective by lapse of time 60 days after the date filed
pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934, which is July 27,
2019.  At that time, you will be subject to the reporting requirements under Section 13(a)
of the Securities Exchange Act of 1934.  In addition, we will continue to review your
filing until all of our comments have been addressed.  If the review process has not been
completed before that date you should consider withdrawing the registration statement to
prevent it from becoming effective and refiling it at such time as you are able to respond
to any remaining issues or comments.

 FirstName LastNameDavid Jemmett
 Comapany NameCERBERUS CYBER SENTINEL CORP
 June 24, 2019 Page 2
 FirstName LastNameDavid Jemmett
CERBERUS CYBER SENTINEL CORP
June 24, 2019
Page 2
Forward Looking Statements, page 1
2.Please revise the last sentence of this paragraph to clarify that your disclosure will be
updated to the extent required by law.
Cybersecurity Consulting, page 2
3.We note your disclosure in the second sentence of the first paragraph regarding incentives
to sell security products. Please explain what you mean by this statement and describe any
incentives you may offer that are material to your business plan
Item 1. Business, page 2
4.We note your disclosure that you intend to acquire other businesses in order to provide
your intended services. Please clarify if you are currently able to provide all of the
services discussed in this section. If not, please clarify the services that you are currently
providing and are able to provide and the services that you hope to be able to provide in
the future.
5.Throughout your document you utilize industry jargon. For example only, please provide
a better explanation for "CISO as a service." If you must include technical terms in the
body of your prospectus that are understood only by industry experts, you must make
every effort to concisely explain these terms where you first use them. In addition, please
do not use technical terms or industry jargon in your explanations. Further, we note your
use of acronyms through your document. Please ensure that you define acronyms where
you first use them. For example only, please define "SOC2, PCI DSS, HIPPA, HITRUST,
and NIST."
Employees, page 7
6.We note your disclosure that most of your employees are independent contractors. Please
explain your arrangements with these individuals and add risk factor disclosure, as
appropriate, regarding the risks of relying upon independent contractors to perform
services for your clients.
Item 5. Directors and Executive Officers, page 26
7.Please provide all of the disclosure required by Item 401 of Regulation S-K. For example,
please disclose each of the entities Mr. Jemmet has been associated with in at least the
past five years, his position at the entity and disclose when he began working at each
entity and when he ceased working at each entity.  Further, for each of your directors,
please discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that the individual should serve as your director in light of your business and
structure. Please refer to Item 401(e) of Regulation S-K.

 FirstName LastNameDavid Jemmett
 Comapany NameCERBERUS CYBER SENTINEL CORP
 June 24, 2019 Page 3
 FirstName LastName
David Jemmett
CERBERUS CYBER SENTINEL CORP
June 24, 2019
Page 3
Item 6. Executive Compensation, page 28
8.We note your disclosure that you and your subsidiary did not pay any compensation in
2018 or other prior periods. Please clarify whether, at this point, you intend to pay
compensation in 2019, and, if so, any known terms related to such compensation
arrangements.
Exclusive Forum, page 33
9.We note your disclosure on page 33 that the United States District Court for the District of
Arizona sitting in Phoenix, Arizona shall be the sole and exclusive forum for certain
actions, claims and proceedings.  However, your Bylaws included as an exhibit to the
Form 10 do not refer to the same, and your Certificate of Incorporation contains an
exclusive forum provision for the Court of Chancery of the State of Delaware that is
different from the provision disclosed on page 33.  Please revise your exhibits and Form
10 to be consistent.  We may have further comments.
            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 William Demarest at 202-551-3432 or Daniel Gordon, Senior Assistant
Chief Accountant, at 202-551-3486 if you have questions regarding comments on the financial
statements and related matters.  Please contact Stacie Gorman at 202-551-3585 or Sonia Barros,
Assistant Director, at 202-551-3655 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities
cc:       David R. Earhart, Esq.