SecProbe.io

March 30, 2020
Michael Jansen
Chief Executive Officer
Cityzenith Holdings, Inc.
2506 North Clark St. #235
Chicago IL, 60614
Re:Cityzenith Holdings, Inc.
Offering Statement on Form 1-A
Filed March 3, 2020
File No. 024-11170
Dear Mr. Jansen:
            We have reviewed your offering statement 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 this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1.You disclose in the first paragraph of the cover page that "No commissions will be paid
for the sale of the Shares offered by the Company."  However, you also disclose that
StartEngine Primary LLC will receive 5% of the gross proceeds of the offering.  Please
reconcile or advise.
2.We note that your offering has no required minimum and your disclosure indicates you
may conduct multiple closings. Please revise to clarify the situations when a closing will
occur. Your disclosure should make clear the situations in which the events or
measurements are dependent on a closing.  Also, if appropriate, make sure your offering
circular cover page explains the material implications of multiple closings to investors,
including its impact on whether purchasers can receive returns of funds from escrow.

 FirstName LastNameMichael Jansen
 Comapany NameCityzenith Holdings, Inc.
 March 30, 2020 Page 2
 FirstName LastName
Michael Jansen
Cityzenith Holdings, Inc.
March 30, 2020
Page 2
3.We note your disclosure that you may apply to have your common stock listed on the
NASDAQ or the OTCQB marketplace.  Please revise to describe in greater detail the
Nasdaq and OTCQB Marketplace requirements you need to meet in order to list or quote
your shares of common stock.  Clarify that there is there is no guarantee your application
will be successful or that you will ever be listed on a national securities exchange.
4.You disclose that up to 100,000 shares may be issued as bonus shares to StartEngine
OWNers. Please disclose the effective discount to the offering price that will result from
the issuance of the bonus shares.
5.We note your disclosure indicating you are an emerging growth company and that you
may elect to comply with certain reduced reporting requirements for this offering circular
and future filings after this offering. Please note that emerging growth company status is
inapplicable to disclosure requirements in this offering circular or future reports filed
under Rule 257 as an issuer in a Tier 2 offering under Regulation A. Please revise your
disclosure accordingly.
Summary, page 2
6.We note your disclosure that "in 2019, the Digital Twin market was valued at USD 3.8
billion and the Company is targeting 10% market penetration."  While the use
of projections is permitted and encouraged, there must be a reasonable basis for them.
Revise to disclose the material assumptions underlying the projections and provide details
about the bases for the projections.
7.We note that you completed a Simple Agreement for Future Equity ("SAFE") offering in
December 2019 pursuant to Regulation CF. Please revise to provide the pertinent rights
and privileges of the SAFE instruments and the impact those instruments may have on
subscribers in this offering, including any potential dilution that may occur.  In addition,
please provide appropriate risk factor disclosure.
Risks Related to the Offering, page 13
8.We note your disclosure that "The Company’s present officers, directors, and principal
stockholders own a majority of the Company’s outstanding Common Stock."  However,
we note that on a fully diluted basis, at completion of the offering, you disclose that such
stockholders will hold 28.21% voting power.  Please revise to clarify whether the present
officers, directors and principal stockholders will have a majority or substantial control of
the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
28
9.Please revise to provide an updated discussion and analysis of the company's financial
condition and results of operations for each year and interim period for which financial
statements are required. Refer to Part II, Item 9 of Form 1-A.

 FirstName LastNameMichael Jansen
 Comapany NameCityzenith Holdings, Inc.
 March 30, 2020 Page 3
 FirstName LastNameMichael Jansen
Cityzenith Holdings, Inc.
March 30, 2020
Page 3
10.Please revise to provide further detail regarding your plan of operation for the 12 months
following the commencement of the offering, including a statement indicating whether the
proceeds from the offering will satisfy your cash requirements or whether you anticipate
needing to raise additional funds in the next six months to implement the plan of
operations. Refer to Item 9(c) of Part II of Form 1-A.
Results of Operations, page 28
11.Please revise to present cost of revenues either as a component of your gross profit or as a
separate line item within operating expenses.  Please remove any presentations of gross
profit that exclude cost of revenues.  Please similarly revise your financial statements.
Liquidity and Capital Resources, page 30
12.Please disclose the material terms of your convertible notes, including the interest rate,
repayment date and conversion terms. Also, consider whether risk factor disclosure is
appropriate for any related party transactions or dilution from the shares underlying the
convertible notes.  Please file the convertible notes as exhibits.
Critical Accounting Policies and Estimates, page 32
13.You disclose on page 33 that you adopted ASC 606 effective January 1, 2018.  However,
your disclosures on pages F-9 and F-10 suggest that you have not yet adopted ASC 606.
On page 35, you indicate that you chose to opt out of the extended transition period
available to emerging growth companies under the JOBS Act.  Please clarify and revise
your filing accordingly.
Audited Financial Statements, page F-1
14.Please revise to provide updated audited financial statements for the year ended December
31, 2019.  Please refer to paragraphs (c)(1)(ii) and (b)(3)-(4) to Part F/S of Form 1-A.
Statement of Operations, page F-5
15.Please refer to ASC 260-10-45-2 and revise to present basic and diluted earnings per share
on the face of your income statement for all periods presented.  Please also provide the
disclosures required by ASC 260-10-50.
Signatures, page 54
16.The offering statement must also be signed by your principal accounting officer or
controller. Please revise to provide the signature of the person who is signing in that
capacity.  See Instructions 1 for Signatures on Form 1-A.
General
17.We note section 7 of your Subscription Agreement contains an exclusive forum provision
and a jury trial waiver. Please revise your offering statement to:

 FirstName LastNameMichael Jansen
 Comapany NameCityzenith Holdings, Inc.
 March 30, 2020 Page 4
 FirstName LastName
Michael Jansen
Cityzenith Holdings, Inc.
March 30, 2020
Page 4
•Describe the exclusive forum and the jury trial provisions, including how each such
provision will impact your investors, identifying the relevant forum for litigation;
•Describe any questions as to enforceability of each such provision under federal and
state law;
•Clarify whether each of these provisions applies to claims under the federal securities
laws and whether each such provision applies to claims other than in connection with
this offering;
•To the extent any of these provisions applies to federal securities law claims, please
revise the disclosure to state that, by agreeing to such provision, investors will not be
deemed to have waived the company's compliance with the federal securities laws
and the rules and regulations thereunder; and
•Clarify whether purchasers of interests in a secondary transaction would be subject to
each of these provisions.

Please note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to enforce any duty or liability created by the Exchange Act or the rules
and regulations thereunder, and 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.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology