SecProbe.io

United States securities and exchange commission logo
April 28, 2020
Michael Jansen
Chief Executive Officer
Cityzenith Holdings, Inc.
2506 North Clark St. #235
Chicago IL, 60614
Re:Cityzenith Holdings, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed April 14, 2020, 2020
File No. 024-11170
Dear Mr. Jansen:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 30, 2020 letter.
Amendment No. 1 to Form 1-A
Cover Page
1.It appears that StartEngine Primary, LLC and its affiliate StartEngine Crowdfunding,
Inc. may be acting as underwriters. If so, please identify them as such or explain why they
are not underwriters.
2.Please clarify the total number of shares of common stock you are offering. In this regard,
the top of the cover page discloses up to 10 million shares of common stock, but the
offering table on the cover page discloses a maximum number of 20,100,000 shares being
offered that includes 100,000 shares eligible to be issued to StartEngine OWNers and up
to 2,609,696 shares issued as bonus shares based upon investment level.

 FirstName LastNameMichael Jansen
 Comapany NameCityzenith Holdings, Inc.
 April 28, 2020 Page 2
 FirstName LastNameMichael Jansen
Cityzenith Holdings, Inc.
April 28, 2020
Page 2
Summary, page 2
3.We note your response to prior comment 6 and your updated disclosure that you are
targeting $101 million in revenue and 4% market penetration by 2024.  While the use
of projections is permitted, there must be a reasonable basis for them. Please revise to
disclose the material assumptions underlying the projections and provide details about the
bases for the projections.  Specifically, explain how "historical revenue and projected
market acceptance of our products to date" support such projections when your revenue
decreased from $182,632 in 2018 to $152,018 in 2019.
Risk Factors, page 6
4.To the extent material, please provide risk factor disclosure regarding the COVID-19
pandemic and the reasonably know effect it may have on your business.
Risks Related to the Offering, page 13
5.We note your response to prior comment 8 and that your the officers, directors, and
principal stockholders will hold 29.93% of the voting stock on a non-diluted basis.  Please
revise to explain how holders of 29.93% of the voting stock will be able to elect a
majority of the board of directors and have continuing control of the company.
Issuances of Equity, Convertible Notes, Warrants and SAFEs, page 31
6.Please supplement the disclosure you provided in response to prior comment 12
to disclose the maturity dates of your outstanding convertible notes.
Related Party Transactions, page 43
7.We note your disclosure on page 31 that the company has issued one or more promissory
notes to affiliates of the company.  Please revise to identify the related party and to
provide the nature of the relationship to the issuer or tell us why it is not required.  Refer
to Item 13(a) of Part II of Form 1-A.
Plan of Distribution and Selling Securityholders
Perks, page 50
8.You disclose that up to 100,000 shares may be issued as bonus shares to StartEngine
OWNers who have "invested $1,000+ in StartEngine's OWN raise." The amount of bonus
shares will be equal to 10% of the number of Cityzenith shares the StartEngine OWNers
purchase in the Cityzenith offering up to an aggregate maximum of 100,000 shares.
Clarify whether there is a record date on which StartEngine OWNers are deemed eligible
to participate in the bonus program. Disclose: (i) whether the bonus shares will be paid for
by Cityzenith Holdings Inc. or StartEngine Crowdfunding, Inc. and (ii) whether any
consideration was exchanged by either StartEngine Crowdfunding. Inc. or Cityzenith
Holdings Inc. for participation in StartEngine Owner’s Bonus Program.

 FirstName LastNameMichael Jansen
 Comapany NameCityzenith Holdings, Inc.
 April 28, 2020 Page 3
 FirstName LastNameMichael Jansen
Cityzenith Holdings, Inc.
April 28, 2020
Page 3
9.Please clarify that all of the "perks" other than the StartEngine Owners Bonus are based
upon investment amounts in the Cityzenith offering.
Audited Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-8
10.We note your response to prior comment 13.  Your disclosures on page F-10 continue to
suggest that you have not yet adopted ASC 606.  If true, please refer to ASC 606-10-65
and tell us why you did not adopt ASC 606 as of January 1, 2019.  If you have adopted
ASC 606, please revise to provide the applicable disclosures described in ASC 606-10-50.
11.We note that you purchased $214,500 of property and equipment during 2019.  Please
revise to provide the disclosures required by ASC 360-10-50.  Please also revise your
MD&A on page 30 to provide the reasons for the decline in your depreciation expense
during 2019 compared to 2018.
Signatures, page 53
12.In response to prior comment 16, you state that Michael Jansen is principal accounting
officer and has executed the amended offering circular in that capacity .  Please revise the
signature page to indicate all capacities in which he is signing the offering circular so that
it is clear that the offering circular has been signed by the principal financial officer and
principal accounting officer.
Exhibits
13.Please file a legal opinion that addresses all the securities covered by the offering
statement. In this regard we note the legal opinion only opines on $20,000,00 in common
stock.

General
14.We note your response to prior comment 17.  It appears Section 7 of your Subscription
agreement identifies California as the exclusive forum for disputes.  Please reconcile this
disclosure with the disclosure in your risk factor on page 12 that states that "[t]he
Subscription Agreement for this Offering requires investors to consent to the jurisdiction
of the state or federal courts located within the State of Illinois." In addition, please
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. In that regard, we 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. If the provision applies to Securities Act claims, please also revise
your offering circular to state that there is uncertainty as to whether a court would enforce

 FirstName LastNameMichael Jansen
 Comapany NameCityzenith Holdings, Inc.
 April 28, 2020 Page 4
 FirstName LastName
Michael Jansen
Cityzenith Holdings, Inc.
April 28, 2020
Page 4
such provision and that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder.
            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