SecProbe.io

October 29, 2019
David G. Jemmett
Chief Executive Officer
Cerberus Cyber Sentinel Corp.
7333 E. Doubletree
Suite D270
Scottsdale, Arizona 85258
Re:Cerberus Cyber Sentinel Corp.
Registration Statement on Form 10-12G
Filed October 2, 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.
Registration Statement on Form 10-12G
Item 6. Executive Compensation
Material Terms of Employment, page 30
1.Please discuss the "additional compensation," other than base salary, that you may provide
to your executive officers. In this regard, we note that the Employment Agreements filed
as Exhibits 10.2 and 10.3 include provisions for the payment of discretionary bonuses
based on performance and company objectives that may be issued to your executive
officers.
Exclusive Forum , page 33
2.We note your revised disclosure in response to comment 9 and we reissue the comment
in-part.  In this regard, it appears that your Bylaws do not include an exclusive forum

 FirstName LastNameDavid G.  Jemmett
 Comapany NameCerberus Cyber Sentinel Corp.
 October 29, 2019 Page 2
 FirstName LastName
David G.  Jemmett
Cerberus Cyber Sentinel Corp.
October 29, 2019
Page 2
provision. Please revise your registration statement to ensure consistency, as your
disclosure in this section currently references your Bylaws.  In addition, with respect to
the exclusive forum provision contained in your charter, please disclose whether the
provision applies to actions arising under the Securities Act or Exchange Act.  If so,
please also state that there is uncertainty as to whether a court would enforce such
provision; in this regard, we note that section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  If this
provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing document states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
Financial Statements and Exhibits, page F-1
3.We note your disclosure on page F-42 that the "Company had recorded an advance to the
majority stockholder of the Company." Given that your majority stockholder is your Chief
Executive Officer, please tell us, and to the extent necessary disclose the actions that will
be taken to ensure that this arrangement will be extinguished prior the completion of the
initial public offering, or tell us why Section 402(a)(k)(1) of Sarbanes-Oxley Act of 2002
does not apply to this advance. In this regard, Section 402 (a)(k)(1) prohibits public
companies from extending or maintaining credit in the form of a personal loan to or for
any director or executive officer.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer López at (202) 551-3792 or Lilyanna Peyser at (202) 551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services