| Form 1-A Issuer Information | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 | OMB APPROVAL |
| OMB Number: 3235-0286 Estimated average burden hours per response: 608.0 |
1-A: Filer Information
| Issuer CIK | 0001778262 |
| Issuer CCC | XXXXXXXX |
| DOS File Number | |
| Offering File Number | 024-11170 |
| Is this a LIVE or TEST Filing? |  LIVE  TEST |
| Would you like a Return Copy? |  |
| Notify via Filing Website only? | |
| Since Last Filing? | |
| Name | |
| Phone | |
| E-Mail Address |
1-A: Item 1. Issuer Information
Issuer Infomation
| Exact name of issuer as specified in the issuer's charter | Cityzenith Holdings, Inc. |
| Jurisdiction of Incorporation / Organization | DELAWARE |
| Year of Incorporation | 2009 |
| CIK | 0001778262 |
| Primary Standard Industrial Classification Code | SERVICES-COMPUTER PROGRAMMING SERVICES |
| I.R.S. Employer Identification Number | 26-4787600 |
| Total number of full-time employees | 18 |
| Total number of part-time employees | 4 |
Contact Infomation
| Address 1 | 2506 NORTH CLARK STREET #235 |
| Address 2 | |
| City | CHICAGO |
| State/Country | ILLINOIS |
| Mailing Zip/ Postal Code | 60614 |
| Phone | 312-282-2900 |
| Name | Marty Tate |
| Address 1 | |
| Address 2 | |
| City | |
| State/Country | |
| Mailing Zip/ Postal Code | |
| Phone |
Financial Statements
| Industry Group (select one) | Banking Insurance Other |
| Cash and Cash Equivalents | $ 144368.00 |
| Investment Securities | $ 0.00 |
| Total Investments | $ |
| Accounts and Notes Receivable | $ 71567.00 |
| Loans | $ |
| Property, Plant and Equipment (PP&E): | $ 145774.00 |
| Property and Equipment | $ |
| Total Assets | $ 374853.00 |
| Accounts Payable and Accrued Liabilities | $ 100142.00 |
| Policy Liabilities and Accruals | $ |
| Deposits | $ |
| Long Term Debt | $ 2304000.00 |
| Total Liabilities | $ 2404142.00 |
| Total Stockholders' Equity | $ 2029289.00 |
| Total Liabilities and Equity | $ 374853.00 |
| Total Revenues | $ 182632.00 |
| Total Interest Income | $ |
| Costs and Expenses Applicable to Revenues | $ 0.00 |
| Total Interest Expenses | $ |
| Depreciation and Amortization | $ 401062.00 |
| Net Income | $ -2187357.00 |
| Earnings Per Share - Basic | $ 0.21 |
| Earnings Per Share - Diluted | $ 0.21 |
| Name of Auditor (if any) | Indigo Spire |
Outstanding Securities
| Name of Class (if any) Common Equity | Common Shares |
| Common Equity Units Outstanding | 14191546 |
| Common Equity CUSIP (if any): | 0 |
| Common Equity Units Name of Trading Center or Quotation Medium (if any) | None |
| Preferred Equity Name of Class (if any) | Series A |
| Preferred Equity Units Outstanding | 618808 |
| Preferred Equity CUSIP (if any) | 0 |
| Preferred Equity Name of Trading Center or Quotation Medium (if any) | none |
| Debt Securities Name of Class (if any) | CrowdSafe |
| Debt Securities Units Outstanding | 1377500 |
| Debt Securities CUSIP (if any): | 0 |
| Debt Securities Name of Trading Center or Quotation Medium (if any) | none |
1-A: Item 2. Issuer Eligibility
Issuer Eligibility
Check this box to certify that all of the following statements are true for the issuer(s)
- Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
- Principal place of business is in the United States or Canada.
- Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
- Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
- Not an investment company registered or required to be registered under the Investment Company Act of 1940.
- Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
- Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
- Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
- Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).
1-A: Item 3. Application of Rule 262
Application Rule 262
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings
Summary Infomation
| Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering | Tier1 Tier2 |
| Check the appropriate box to indicate whether the financial statements have been audited | Unaudited Audited |
| Types of Securities Offered in this Offering Statement (select all that apply) |
| Equity (common or preferred stock) |
| Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? | Yes No |
| Does the issuer intend this offering to last more than one year? | Yes No |
| Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? | Yes No |
| Will the issuer be conducting a best efforts offering? | Yes No |
| Has the issuer used solicitation of interest communications in connection with the proposed offering? | Yes No |
| Does the proposed offering involve the resale of securities by affiliates of the issuer? | Yes No |
| Number of securities offered | 27000000 |
| Number of securities of that class outstanding | 14191546 |
The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.
| Price per security | $ 1.1500 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer | $ 20000000.00 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders | $ 8050000.00 |
| The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement | $ 0.00 |
| The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement | $ 0.00 |
| Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) | $ 28050000.00 |
Anticipated fees in connection with this offering and names of service providers
| Underwriters - Name of Service Provider | Underwriters - Fees | $ | |
| Sales Commissions - Name of Service Provider | Rialto Markets, LLC | Sales Commissions - Fee | $ 228749.00 |
| Finders' Fees - Name of Service Provider | Finders' Fees - Fees | $ | |
| Accounting or Audit - Name of Service Provider | Indigo Spire | Accounting or Audit - Fees | $ 19500.00 |
| Legal - Name of Service Provider | Carman Lehnhof Israelsen | Legal - Fees | $ 50000.00 |
| Promoters - Name of Service Provider | Promoters - Fees | $ | |
| Blue Sky Compliance - Name of Service Provider | Blue Sky Compliance - Fees | $ | |
| CRD Number of any broker or dealer listed: | 291773 |
| Estimated net proceeds to the issuer | $ 19701751.00 |
| Clarification of responses (if necessary) |
1-A: Item 5. Jurisdictions in Which Securities are to be Offered
Jurisdictions in Which Securities are to be Offered
| Selected States and Jurisdictions | ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA PUERTO RICO RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING ALBERTA, CANADA BRITISH COLUMBIA, CANADA MANITOBA, CANADA NEW BRUNSWICK, CANADA NEWFOUNDLAND, CANADA NOVA SCOTIA, CANADA ONTARIO, CANADA PRINCE EDWARD ISLAND, CANADA QUEBEC, CANADA SASKATCHEWAN, CANADA YUKON, CANADA CANADA (FEDERAL LEVEL) |
| None | |
| Same as the jurisdictions in which the issuer intends to offer the securities | |
| Selected States and Jurisdictions | ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA PUERTO RICO RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING ALBERTA, CANADA BRITISH COLUMBIA, CANADA MANITOBA, CANADA NEW BRUNSWICK, CANADA NEWFOUNDLAND, CANADA NOVA SCOTIA, CANADA ONTARIO, CANADA PRINCE EDWARD ISLAND, CANADA QUEBEC, CANADA SASKATCHEWAN, CANADA YUKON, CANADA CANADA (FEDERAL LEVEL) |
1-A: Item 6. Unregistered Securities Issued or Sold Within One Year
Unregistered Securities Issued or Sold Within One Year
None
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | CityZenith Holdings, Inc. |
| (b)(1) Title of securities issued | CrowdSafe |
| (2) Total Amount of such securities issued | 1377500 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | $1,070,000 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
Unregistered Securities Act
| (d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption | Regulation CF |