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May 20, 2020
Michael Jansen
Chief Executive Officer
Cityzenith Holdings, Inc.
2506 North Clark St. #235
Chicago IL, 60614
Re:Cityzenith Holdings, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed May 6, 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 April 28, 2020 letter.
Amendment No. 2 to Form 1-A Filed May 6, 2020
Audited Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-8
1.We note your response to prior comment 10.  Since you indicate that you adopted ASC
606 as of January 1, 2019, please remove any disclosures that suggest you are still
evaluating the effect that the standard will have on your financial statements and
disclosures.  Please also revise to clarify the timing of your revenue recognition when you
receive payment before all performance obligations have been transferred to the
customer.  Please refer to ASC 606-10-50-12.

 FirstName LastNameMichael Jansen
 Comapany NameCityzenith Holdings, Inc.
 May 20, 2020 Page 2
 FirstName LastName
Michael Jansen
Cityzenith Holdings, Inc.
May 20, 2020
Page 2
General
2.Please respond to prior comment 1 to provide your analysis of whether StartEngine
Crowdfunding, Inc. should be deemed an underwriter in connection with the offer of
Cityzenith bonus shares to StartEngine OWNers.
3.In response to prior comment 8, you disclose that “[t]he bonus shares issued to the
StartEngine OWNers will be paid for by the Company in the form of discount and no
consideration is given to participate in this program.”  Please clarify in your response
letter whether any consideration was exchanged by either StartEngine Crowdfunding. Inc.
or Cityzenith Holdings Inc. for participation in StartEngine OWNer’s Bonus Program.
4.Please include disclosure in the filing regarding how and when StartEngine OWNers
become eligible for bonus shares in the Cityzenith offering.  In this regard, your response
to prior comment 8 indicates that only investors in StartEngine Crowdfunding who have
qualified for participation in the StartEngine OWNers program as of the date of the
qualification of the Cityzenith offering statement will be eligible for bonus shares.
5.In your response to prior comment 14, you state how you intend to revise the exclusive
forum provision in your subscription agreement. Please file the revised subscription
agreement.  In addition, revise the risk factor disclosure related to
the exclusive forum provision to include a discussion of the uncertainty regarding
enforceability of the provision and that this provision may discourage claims or limit
shareholders´ ability to bring a claim in a judicial forum that they find favorable.
            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