Post Qualification Amendment No. 4

File No. 024-11170

Post-Qualification Amendment Dated April 12, 2021 to

Offering Circular dated December 14, 2021

CITYZENITH HOLDINGS INC.

CHICAGO, IL 60614, USA

(312) 883-5554

www.cityzenith.com

This Post-Qualification Amendment No. 4 (this “Amendment”) amends and supplements the information contained in the offering statement on Form 1-A/A of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”), dated June 19, 2020 (the “Offering Circular”) as amended by the Post Qualification Amendment dated December 14, 2020 and as supplemented by Supplement filed on Form 253G on December 16, 2020, relating to the Company’s public offering under Regulation A under Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings, pursuant to which the Company is offering up to 12,606,116 ² shares of common stock (“Offered Shares”) at an offering price of $1.50 per share for gross proceeds to the Company of up to $15,000,000^³ on a “best efforts” basis and 3,781,834 shares of common stock and shares of common stock underlying warrants and options (“Resell Shares”) on behalf of selling shareholders (“Selling Shareholders”). Prior to the date of this Amendment, the Company sold 459,108 shares at a price of $1.15 per share and received gross proceeds of $527,950 and an additional 1,054,423 shares at a price of $0.575 per share and received gross proceeds of $1,134,268. This Amendment should be read in conjunction with the Offering Circular, and is qualified by reference to the Offering Circular, prior amendments and supplements except to the extent that the information contained herein amends, supplements, supersedes and replaces the information contained in the Offering Circular, amendments and the supplements.

This Amendment is being filed in connection with a change in the offering price from $0.575 per share to $1.50 per share, a change in the offering amount of up to $15,000,000, a change in the escrow agent and other changes as set forth herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Offering Circular or this Amendment is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Amendment to the Offering Circular is April 12, 2021.

^² Includes 9,243,821 shares being sold at $1.50 per share and up to 1,848,764 Bonus Shares offered to certain investors, 1,054,423 shares previously sold at $0.575 per share, 459,108 shares sold at $1.15 per share (including Bonus Shares).

^³ Includes $527,975 in gross proceeds previously received by the Company through the sale of shares through StartEngine and $1,134,268 previously received by the Company from shares sold by Rialto Markets prior to this Amendment.

UP TO 16,387,951 SHARES OF COMMON STOCK

Cityzenith Holdings Inc., a Delaware corporation (the “Company”) is offering 12,606,116 shares of our Common Stock (the “Shares”) at $1.50 per share (the “Offering”). We are also offering up to 3,781,834 shares of common stock and shares of common stock underlying warrants and options on behalf of the selling shareholders. The target offering is $15,000,000 (the “Target Offering”); provided, however, the Company may elect to take such lesser amounts in its sole discretion. Prior to the date of this Amendment, the Company sold 459,108 shares through the StartEngine Platform at a price of $1.15 per share and received gross proceeds of $527,950 and 1,054,423 shares sold directly by the Company at a price of $0.575 per share. The 12,606,116 shares include the prior shares sold and up to 1,848,764 common shares issued as bonus shares (“Bonus Shares”) issued pursuant to the bonus program (“Bonus Program”) based upon investment level. Investors participating in the Bonus Program may receive an effective discount of up to $0.25 per share or 20%. See “Plan of Distribution and Selling Shareholders.” Expenses of the Offering are estimated to be $100,000. All of the Shares qualified for sale by us and the selling shareholders will be sold at a fixed price.

This is our Offering, and no public market currently exists for our Shares. The Offering price may not reflect the market price of our Shares after the Offering. The Company has set a minimum investment requirement of $900 but may accept subscriptions for less at the discretion of our CEO. Purchasers of our Shares qualified hereunder may be unable to sell their securities until such time as a public market for our securities develops. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

This offering is being conducted on a “best efforts” basis pursuant to Regulation A under Section 3(b) of the Securities Act for Tier 2 offerings. The Company has engaged LendingClub Bank as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors until requested by the Company. We will hold a series of closings at which we receive the funds from the Escrow Agent and issue the shares to investors. There is no minimum offering amount and the Company anticipates undertaking closings on a rolling basis without qualifications for such closings. Investors will not be entitled to receive a return of funds held in escrow and the Company may direct a closing regardless of the amount which is being held in escrow at such time. After each such closing, funds tendered by investors will be available to the Company. The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) thirty-six months from the date upon which the Securities and Exchange Commission originally qualified the Offering Statement of which this Offering Circular forms a part, or (3) the date at which the offering is earlier terminated by the Company in its sole discretion.

We will not receive any of the proceeds from the sale of shares by the selling shareholders. Resale shares may be sold to or through underwriters or dealers, directly to purchasers or through agents designated from time to time by the selling shareholders. For additional information regarding the methods of sale, you should refer to the section entitled “Plan of Distribution and Selling Shareholders” in this offering.

We have engaged Rialto Markets, LLC (“Rialto”), a broker-dealer registered with the SEC and a member of FINRA, as the dealer manager. We refer to Rialto as the underwriter and placement agent. Up to the date of Supplement No.4, StartEngine Primary, LLC (“StartEngine”) was the underwriter for this Offering, however after the filing of Supplement No. 4, StartEngine was terminated effective October 12, 2020. Effective as of December 14, 2020 Rialto began servicing as the underwriter and placement agent for this Offering. Rialto is selling our shares in this Offering on a best-efforts basis and are not required to sell any specific number or dollar amount of shares offered by this offering circular, but will use its best efforts to sell such shares. Rialto will receive a fee of 1% of the securities sold through its platform (“Rialto Platform”) without any direct selling efforts by Rialto or a fee of 6% of the securities sold through the Rialto Platform where direct selling efforts are made by Rialto. StartEngine received compensation for sales of the shares offered through its platform located at www.startengine.com (“StartEngine Platform”) at a fixed commission rate of 3.5% per share and an Investor Fee payable by the investors in the amount of 3.5% per share. Prior to the date of this Amendment, the Company sold 459,108 shares at $1.15 per share through the StartEngine Platform and the total compensation paid to StartEngine was $57,954.75 in sales commissions and fees.

Shares Previously Sold by StartEngine

To public in this offering:	Number of Shares of Common Stock		Price to public		Effective Underwriting discount and commissions⁽¹⁾⁽²⁾		Proceeds to issuer
Per share		1	$	1.15	$	$0.12	$	1.03
Total maximum		459,108	$	527,950	$	57,954	$	470,020

To placement agent:

Number of Shares of Common Stock

Price to public

Underwriting discount and
commissions

Proceeds to issuer

Placement agent warrants

⁽³⁾

n/a

Shares of common stock underlying warrants

⁽⁵

³⁾

n/a

(1)

These amounts are based upon commissions and an Investor Fee paid to StartEngine in the amount of $57,954.75 related to the sale of 459,108 shares sold through the StartEngine Platform, which includes commissions and other fees. See “Plan of Distribution and Selling Shareholders” for details of the compensation payable to the placement agents.

(2)

We estimate the total expenses of this offering, excluding the placement agent commissions, will be approximately $100,000. Because this is a best-efforts offering, the actual public offering amount, placement agent commissions and proceeds to us are not presently determinable and may be substantially less than the total maximum offering set forth above.

(3)

In addition to the discounts and commissions included in the above table, we have agreed to issue StartEngine at each closing a warrant to purchase a number of shares of Common Stock equal to 5% of the total of the total number of shares sold through the StartEngine Platform in such closing. The StartEngine warrants will have a five-year term, will be exercisable at a price equal to $1.15, which is 100% of the of the public offering price less the Investor Fee, and will contain a standard cashless exercise provision. The StartEngine warrants are not being qualified under the offering statement of which this offering circular is a part.

Shares Sold Prior to Amendment by Rialto at $0.575 per share

To public in this offering:	Number of Shares of Common Stock		Price to public		Underwriting discount and commissions⁽¹⁾⁽²⁾		Proceeds to issuer⁽¹⁾⁽¹⁾
Per share		1	$	0.575	$	$0.0058	$	0.5692
Total maximum		1,054,423	$	1,134,268	$	6,063	$	600,230

To placement agent:

Number of Shares of Common Stock

Price to public

Underwriting discount and
commissions

Proceeds to issuer

Placement agent warrants

⁵

⁾

n/a

Shares of common stock underlying warrants

⁽⁵

⁾

n/a

(1)	Rialto received a fee of 1% of the securities sold through its platform (“Rialto Platform”) without any direct selling efforts by Rialto.

(2)

Additional Shares to be Sold by Rialto at $1.50 per share

To public in this offering:	Number of Shares of Common Stock			Price to public		Underwriting discount and commissions⁽²⁾⁽³⁾		Proceeds to issuer⁽²⁾⁽³⁾
Per share		1		$	1.50	$	$0.015	$	1.485
Total maximum		9,243,821	⁽¹⁾	$	13,865,732	$	138,657	$	13,727,075

To placement agent:

Number of Shares of Common Stock

Price to public

Underwriting discount and
commissions

Proceeds to issuer

Placement agent warrants

⁵

⁾

n/a

Shares of common stock underlying warrants

⁽⁵

⁾

n/a

(1)

The target offering is 16,387,951 shares, which includes the previously sold 1,132,896 shares, up to 9,243,821 shares offered at $1.50 per share for $13,865,732, up to 1,848,764 common shares issued as bonus shares to investors as perks based upon investment level and 3,781,834 shares offered by selling shareholders. The additional 1,848,764 Bonus Shares represent an effective discount of $0.25 per share or 20% See “Plan of Distribution and Selling Shareholders

(2)	Rialto will receive a fee of 1% of the securities sold through its platform (“Rialto Platform”) without any direct selling efforts by Rialto or a fee of 6% of the securities sold through the Rialto Platform where direct selling efforts are made by Rialto.

(3)

SHARES OFFERED BY SELLING SHAREHOLDERS(1)	PRICE TO PUBLIC (2)	PLACEMENT AGENT COMMISSIONS(3)	PROCEEDS TO THE SELLING SHAREHOLDERS
Per Share	$ 1.50	1.0%	$1.485
Minimum Purchase	None	Not Applicable	Not Applicable
Total (3,781,834 Shares)	$5,672,752	$56,728	$5,616,025(4)

(1)

(2)

(3)

(4)

The selling shareholders are offering up to 3,781,834 shares of Common Stock, which includes up to 1,236,240 warrants to purchase common shares at a strike price of $1.00 or $1.6181 per share and up to 1,147,211 options exercisable at between $1.00 and $1.6181 per share, which shall be offered only after the Company has raised $5 million in gross proceeds in this Offering.

Offering price of $1.50 and a maximum number of shares offered in this offering of 3,781,834 shares will provide an estimated maximum aggregate offering of $5,672,752 to be paid to the Selling Shareholders listed in this Offering Circular, less placement agent commissions of $56,728.

These amounts are based upon commissions payable to Rialto in the amount of 1% payable by the Company for sales transacted through the Rialto Platform. No direct selling efforts will be made by Rialto with respect to the shares offered by the Selling Shareholders.

Presumes sale of all 3,781,834 shares by selling shareholders.

Prior to this offering, there has been no public market for our Common Stock or Preferred Stock. We may apply for the listing of our Common Stock on a national exchange (i.e., NYSE or NASDAQ) or for the quotation of our Common Stock on the OTCQB or OTCQX market maintained by OTC Markets Group Inc. after this offering is successfully concluded, subject to certain considerations, including, without limitation, the size and timing of the completion of this offering, and whether we accomplish certain commercialization milestones. In order to qualify for listing on NASDAQ, the Company would have to meet certain requirements, including having a shareholder

equity of at least $2,000,000, at least 100,000 shares of public float, a minimum of 300 shareholders, total assets of $4,000,000, $3 minimum bid price of the company stock and a public float market value of $1,000,000. Listing on the OTCQX requires the Company, among other things, to (a) have $2,000,000 in total assets of as of the most recent annual or quarter end; (b) to have at least one of the following as of the most recent fiscal year end: (i) $2 million in revenues; (ii) $1 million in net tangible assets; (iii) $500,000 in net income; or (iv) $5 million in market value of publicly traded securities; and (c) to have a bid price of $5 or more, or have net tangible assets of $2 million if the Company has been in continuous operation for at least three years, or $5,000,000 if the Company has been in continuous operation for less than three years which qualification can be satisfied as of the end of a fiscal period or as a result of an interim capital raise, or have average revenue of at least $6,000,000 for the last three years. OTCQX also requires the Company to have at least 50 beneficial shareholders each owning at least 100 shares, be in good standing in its state of incorporation and not be a blank check or shell company. There is no guarantee that the Company will qualify for listing upon any exchange or market. Failure by the Company to qualify for one of these exchanges or markets would substantially decrease the liquidity of the Shares.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 for a discussion of certain risks that you should consider in connection with an investment in our securities.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION. HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

THIS OFFERING CIRCULAR CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR.

This Offering is inherently risky. See “Risk Factors” below on page 6.

Sales of these securities commenced on qualification from the SEC, which was on June 19, 2020. Sales of these securities under the terms set forth in this Post Qualification Amendment shall commence upon qualification of this Amendment.

The Company is following the “Offering Circular” format of disclosure set forth under Part II of the Offering Statement on Form 1-A of Regulation A.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF,

ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY’S MANAGEMENT. WHEN USED IN THIS OFFERING CIRCULAR, AND IN ANY RELATED OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

CITYZENITH HOLDINGS

OFFERING CIRCULAR

TABLE OF CONTENTS

In this Offering Circular, the terms “we”, “our”, “us”, “Cityzenith”, or the “Company” refers to Cityzenith Holdings Inc.

SUMMARY	2
THE OFFERING	4
RISK FACTORS	6
DILUTION	16
SELLING SHAREHOLDERS	20
USE OF PROCEEDS TO ISSUER	26
CAPITALIZATION	27
DIVIDEND POLICY	28
DESCRIPTION OF BUSINESS	28
DESCRIPTION OF PROPERTY	36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES	43
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	45
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	47
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	49
SECURITIES BEING OFFERED	51
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS	52
LEGAL MATTERS	58
EXPERTS	58
WHERE YOU CAN FIND MORE INFORMATION	58
INDEX T O FINANCIAL STATEMENTS	59
NOTE 1 - NATURE OF OPERATIONS	F-8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	F-8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)	F-9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)	F-10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)	F-11
NOTE 3 - INCOME TAX PROVISION AND DEFERRED TAXES	F-11
NOTE 4 - COMMITMENTS AND CONTINGENCIES	F-12
NOTE 5 – CONVERTIBLE NOTES	F-12
NOTE 6 - NOTES PAYABLE-CROWDSAFE	F-12
NOTE 7 - NOTES PAYABLE-SBA – GOVERNMENT ASSISTANCE	F-12
NOTE 8 - STOCKHOLDERS' EQUITY	F-13
NOTE 9 -RISKS AND UNCERTAINTIES	F-13
NOTE 10 - GOING CONCERN	F-14
NOTE 11 - SUBSEQUENT EVENTS	F-14
Part III – Exhibits	60

CITYZENITH HOLDINGS

OFFERING CIRCULAR

SUMMARY

Overview

Cityzenith Holdings Inc. (“Cityzenith” or the “Company”) is pioneering the Digital Twin trend in the global building industry. Digital Twins are 3D virtual replicas of buildings, infrastructure, and other physical assets connected to the data in, and around them. Digital Twins are used primarily to optimize performance, and predict and visualize future outcomes across functional areas such as operations, maintenance, energy consumption, space utilization, traffic management, and public safety. Until now, the issue most responsible for blocking widespread adoption of Digital Twins is that no single software platform existed that met the needs of those charged with managing today’s complex, large-scale, building projects. Industry professionals often struggle with interacting with as many as 15-20 “expert” 3D authoring tools that don’t necessarily interoperate well with each other. With the Smart World Proä platform (the “Smart World Platform”), Cityzenith has designed a tool with the end customer in mind, providing advanced, expert-level information and functionality to a level-one user. This revolutionizes the way real estate professionals can now access and use information that leads to better decisions.

Market Opportunity

The Digital Twin market is estimated to grow from USD 3.8 billion in 2019 to USD 24.69 billion by 2024, at a compound annual growth rate of 37.8%. Factors driving the demand for digital twin include the growing adoption of emerging technologies such as IoT and cloud for the implementation of digital twins and promising prospect of digital twins in industries such as healthcare, aerospace and defense, and automotive and transportation.⁴

We plan to disrupt the Digital Twin market through consolidation of software tools, more analytical capability and more data storage leading to a reduction in project man-hours. In 2019, the Digital Twin market was valued at USD 3.8 billion in 2019 and is anticipated to reach $48.2 billion by 2025. The Company is targeting approximately 2% market penetration by the end of the year 2025, however, this is based upon the projections and opinions of management and there is no assurance the Company will achieve this degree of market penetration. Continual growth of the Company is based upon anticipated increased adoption of the technology and projected market acceptance of our products. The Company launched its Digital Twin product in late 2018, and in 2019 saw increased market acceptance. In mid-2020, the Company signed an agreement with a major Florida-based developer for up to $1,000,000 to provide services and solutions to major projects in the year 2021. Between Q4 2020 and Q1 2021, the Company signed a commercial contract with a major international real estate developer which the Company anticipates will generate up to $2 million in fees over the next two years, signed a commercial contract with a smart building specialist for $67,000, signed a letter of intent with a US-based energy services program management firm to provide up to $3.5 million in services over 12 months, and successfully completed its first commercial engagement with the US military. Additional contracts evidence the continued adoption of the Company’s products and services, the ability to secure and deliver larger contracts, and general increased acceptance of the digital twin market. Moreover, the Company believes that the current COVID-19 pandemic, while certain to slow most business activity for the foreseeable future in varying degrees throughout the world based upon location, may actually accelerate the general adoption of Digital Twin technologies at scale across multiple sectors as remote working, development and planning becomes more globally accepted and as world economies emerge from the financial effects of the pandemic. Although the Company’s revenue decreased in 2019 as compared to 2018 from $182,632 to $152,018, the Company anticipates that revenue in the fiscal year 2020 will grow and will continue to grow. This is based upon a tripling of new contracts in 2019 and a growing market acceptance of our products, increased brand and product recognition and expanded marketing efforts. There is no assurance that the Company or its products will be accepted as anticipated or that the Company will gain market share as targeted.

^⁴ (Market Research Report, https://www.marketsandmarkets.com/Market-Reports/digital-twin-market-225269522.html?gclid=EAIaIQobChMIn7KP-OrJ6AIVe_fjBx3_UQ6PEAAYAiAAEgJwPvD_BwE ).

Our Products.

Our primary product is our Smart World Pro^TM Platform, a Digital Twin solution that allows users to easily aggregate, visualize and analyze data in a single 3D dashboard. Other products and services include our Mapalyze application and TwinUp.

Benefits of the Smart World Platform

Architects, planners, property owners, and governments use dozens of disconnected software tools to manage their development projects. Cityzenith created Smart World Proä to help solve this problem. Moving to Smart World Proä will increase efficiency and data use in less time and with less money. Architecture, engineering and construction (“AECO”) customers using the Smart World Pro^tm will ideally: (a) spend money on design, not administration; (b) spend less money on software and add-ons; (c) have a new ecosystem of analytics, and (d) have abundant content with vast amounts of urban data and content.

Building owners and infrastructure developers can use Smart World Pro^TM to (a) visualize their property and portfolio information in a single “pane-of-glass” or dashboard, (b) create efficiencies and remove redundancies between legacy building systems, and (c) provide a Digital Twin, as a software service offering to tenants and other clients to help improve energy and operational efficiency.

Competition

The primary competitors for the Company in the Digital Twin market include Bentley, AutoDesk, Esri, Helix, Urbanetic, Dassault Systemes and Willow. General Electric, IBM Corporation, Microsoft Corporation, Oracle Corporation, PTC, Inc., and ANSYS, Inc. also provide digital twin solutions in the U.S., but do not compete directly with the Company, as their solutions focus primarily on the manufacturing sector, whereas Cityzenith solutions are focused on the building and infrastructure sectors.

Our Sales and Marketing Strategy

Based on market research and sales in 2019, we believe that our best near-term market for our Smart World Pro^TM Platform in the US will be through targeting industry-leading, enterprise organizations, having recognized a need for large-scale 3d Digital Twin technology in identified industry segments and promoting Smart World Pro^TM as the leading Digital Twin solution for unlocking the long-term value of smart building technology. Primary target sectors include AECO (architecture, engineering, and construction), campus operators, property management firms, smart building owners, REITs, and megaprojects. These segments include local governments building “Smart Cities”, commercial real estate firms such as CBRE, and institutional campuses. We also plan to leverage existing customer bases and active leads.

Summary of Risks Affecting Us

We are subject to a number of risks, which are set out in more detail in “Risk Factors”. Risks include the following:

·We have a limited operating history upon which you can evaluate our performance.

·We may not be able to successfully implement growth.

·The services we sell are advanced, and we need to rapidly and successfully develop and introduce new products in a competitive, demanding and rapidly changing environment.

·We depend on a small management team.

·A failure, disruption, cyberattack, or other breach in the security of an information technology system or infrastructure that the Company utilizes could adversely affect its business, reputation and costs

·Traditional bank finance may not be available in the near term.

·There is no current market for any shares of the Company’s Common Stock.

THE OFFERING

Securities being offered by the Company:		Up to 12,606,116^⁵ shares of Common Stock for total gross proceeds of up to $15,000,000^⁶ on a best-efforts basis.

Securities being offered by the Selling shareholders		3,781,834 shares of common stock, at a fixed price of $1.50 offered by selling shareholder in a resale offering. This fixed price applies at all times for the duration of the offering.

Offering price per share:		$1.50 per share.

Minimum subscription:		The minimum subscription amount is $900.

Common Stock outstanding before the offering:		15,593,497^⁷ common shares.

Preferred Stock outstanding before the offering:	618,008 preferred shares.

Common Stock outstanding after the offering:		30,177,351¹⁰ shares of Common Stock.

Convertible Securities:	In addition to the shares of Common Stock and Preferred Stock, the Company also has 1,091,392 shares reserved for issuance upon the conversion of $1,070,000 in CrowdSafe Notes, warrants to purchase 4,238,648 shares, Dreamit Convertible Securities of 50,000 shares, 511,093 shares issued upon conversion of debt instruments and options to purchase 3,834,037 shares.

Placement agents:		We have engaged Rialto Markets LLC to serve as our lead placement agent to assist in the placement of our securities on a best-efforts basis. We previously engaged StartEngine Primary, LLC but have terminated this relationship. See “Plan of Distribution.”

Restrictions on investment amount:		Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

⁵ Includes up to 1,848,764 Bonus Shares available to investors as perks based upon investment level. These Bonus Shares will be paid for by the Company in the form of a discount and no consideration is given to participate in this program. Also includes 459,108 shares sold prior to the date of this Amendment by StartEngine at a price of $1.15 per share and 1,054,423 shares previously sold at $0.575.

^⁶ Does not include commissions and fees.

^⁷ The number of shares of Common Stock outstanding does not give effect to 3,824,037 shares of our Common Stock issuable upon the exercise of outstanding stock options, 4,120,800 shares of our Common Stock issuable upon the exercise of outstanding warrants outstanding, 50,000 shares issued upon conversion of Dreamit Securities Warrants, 511,093 shares issued upon conversion of debt and 1,091,392 shares issuable upon conversion of $1,070,000 in CrowdSafe investment instruments, which are convertible, at the election of the Company, into shares of CF Shadow Series of the Capital Stock (whether Preferred Stock or another classes issued by the Company) sold in the first equity financing of $1,000,000 or more following the issuance of the CrowdSafe instruments.

Termination of the offering:		The offering will terminate at the earlier of: (1) the date on which the maximum offering amount has been sold, (2) the date which is three years after this offering has been qualified by the SEC or (3) the date on which this offering is earlier terminated by us in our sole discretion.

Proposed listing:		Prior to this offering, there has been no public market for our Common Stock. We may apply for the listing of our Common Stock on a national exchange (i.e., NYSE or NASDAQ) or for the quotation of our Common Stock on the OTCQB or OTCQX market maintained by OTC Markets Group Inc. after this offering is successfully concluded, subject to certain considerations, including, without limitation, the size and timing of the completion of this offering, and whether we accomplish certain commercialization milestones.

Use of proceeds:		We intend to use the net proceeds of this offering for sales and marketing, research and development, intellectual property development and protection and working capital and other general corporate purposes. We may also use a portion of the proceeds to repurchase up to 618,808 shares of Series A Preferred Stock from one or more shareholders. Pending such uses, we will invest the proceeds of the offering in short-term, interest-bearing, investment-grade securities, certificates of deposit or direct or guaranteed obligations of the United States. See “Use of Proceeds” section for details.

Risk factors:		Investing in our securities involves risks. See the section entitled “Risk Factors” in this offering circular and other information included in this offering circular for a discussion of factors you should carefully consider before deciding to invest in our securities.

RISK FACTORS

The SEC requires that we identify risks that are specific to our business and financial condition. We are subject to all of the same risks impacting small, early-stage businesses, including risks relating to economic downturns, political and economic events, and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest in our Company.

General Risks Related to Current Market Conditions.

The Current Coronavirus Pandemic May Adversely Affect the Global Economy and the Company’s Operations

As has been widely reported, the emergence of a novel coronavirus (SARS-CoV-2) and a related respiratory disease (COVID-19) in China resulted in the spread to additional countries throughout the world, including the United States, leading to a global pandemic.

The COVID-19 pandemic has led to severe disruptions and volatility in the global supply chain, market and economies, and those disruptions have since intensified and will likely continue for some time. Concern about the potential effects of COVID-19 and the effectiveness of measures being put in place by global governmental bodies at various levels as well as by private enterprises (such as workplaces, trade groups, amateur and professional sports leagues and conferences, places of worship, schools and retail establishments, among others) to contain or mitigate the spread of COVID-19 have adversely affected economic conditions and markets globally, and have led to significant, sustained and unprecedented volatility in the financial markets. Measures implemented in the United States to limit the spread of COVID-19, such as quarantines, event cancellations and social distancing, will significantly limit economic activity. There can be no assurance that such measures or other additional measures implemented from time to time will be successful in limiting the spread of the virus and what effect those measures will have on the economy generally or on the Company.

There can be no assurance that any measures undertaken by the federal government, or by state or local governments, will be effective to mitigate the negative near-term and potentially longer-term impact of the COVID-19 pandemic on employment, real estate development, construction and the global economy more generally.

Many businesses have moved to a remote working environment, temporarily suspended operations, laid-off or furloughed a significant percentage of their workforce or shut down completely. Other businesses have transitioned or may in the future transition all or a substantial portion of their operations to remote working environments (as a result of state or local requirements or otherwise in response to the COVID-19 pandemic). Although the Company had already implemented a remote work environment, there is no assurance that the continued remote working environment will not have a material adverse impact on the Company or its customers, which may adversely impact the Company and its operations.

Turbulence in the Financial Markets, the Mortgage Market and the Economy May Adversely Affect the Performance and/or Market Value of the Company and the Shares

Continued concerns about the effects of the spread of SARS-CoV-2 and the stability of the real estate development and construction estate markets in the United States and economic conditions in the United States, Europe and the Asia-Pacific region generally have contributed to increased market volatility and diminished growth expectations for the U.S. economy. Although the U.S. economy emerged from recession previously, other, possibly more severe, recessions and/or economic bubbles (and subsequent market devaluation) may ensue as a result of the COVID-19 pandemic or due to some other cause.

Particular uncertainty persists regarding the prospects for growth in the U.S. economy, and a number of factors have contributed to this uncertainty, including the coronavirus pandemic, increased unemployment, rising government debt levels, prospective Federal Reserve policy shifts, changing U.S. consumer spending patterns, recently adopted and pending regulations (including with respect to asset-backed securitization), political instability and changing

expectations for inflation and deflation. Income growth and employment prospects affect mortgagors’ ability to repay mortgage loans, and there is risk that economic activity could be weaker than anticipated. Furthermore, several state and local governments in the United States are experiencing, and may continue to experience, severe budgetary strain. Any or all of the circumstances described above may lead to further volatility in or disruption of the economies, markets and industries, including the industry in which the Company operates. Moreover, other types of events may affect financial markets, such as war, revolt, insurrection, armed conflict, terrorism, political crisis, natural disasters, pandemics, such as coronavirus, and man-made disasters.

Risks Related to the Company’s Business and Industry

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Company is still in an early phase and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.

In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an investor to lose all or a portion of his or her investment.

The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and it’s financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations.

The services we sell are advanced, and we need to rapidly and successfully develop and introduce new products in a competitive, demanding and rapidly changing environment.

To succeed in our intensely competitive industry, we must continually improve, refresh and expand our services offerings to include newer features, functionality or solutions, and keep pace with price-to-performance gains in the industry. Shortened product life cycles due to customer demands and competitive pressures impact the pace at which we must introduce and implement new technology. This requires a high level of innovation by both our software developers and the suppliers of the third-party software components included in our systems. In addition, bringing new solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate customer needs and technology trends. We must continue to respond to market demands, develop leading technologies and maintain leadership in analytic data solutions performance and scalability, or our business operations may be adversely affected.

We must also anticipate and respond to customer demands regarding the compatibility of our current and prior offerings. These demands could hinder the pace of introducing and implementing new technology. Our future results may be affected if our products cannot effectively interface and perform well with software products of other companies and with our customers’ existing IT infrastructures, or if we are unsuccessful in our efforts to enter into agreements allowing integration of third-party technology with our database and software platforms. Our efforts to develop the interoperability of our products may require significant investments of capital and employee resources. In addition, many of our principal products are used with products offered by third parties and, in the future, some vendors of non-Company products may become less willing to provide us with access to their products, technical information and marketing and sales support. As a result of these and other factors, our ability to introduce new or improved solutions could be adversely impacted and our business would be negatively affected.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business operations.

Hacking, interruptions, disruption, cyberattack, or other breach in the security of an information technology system or infrastructure that the Company utilizes could adversely affect our business and reputation and increase our costs.

The Company’s information systems store and process confidential user, employee, and other sensitive personal and business data, and therefore maintaining the Company’s network security is of critical importance. The Company uses third-party technology and systems for a variety of information systems operations, including encryption and authentication technology, employee email, domain name registration, content delivery to customers, back-office support, and other functions. The Company’s systems, and those of third parties upon which its business relies, may be vulnerable to interruption or damage that could result from natural disasters, fires, power outages, acts of terrorism or other similar events, or from deliberate attacks such as computer hacking, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, malicious social engineering or other malicious activities, or any combination of the foregoing.

Such an event could result in a disruption of the Company’s services or improper disclosure of personal data or confidential information, which could harm the Company’s reputation, require it to expend resources to remedy such a security breach or defend against further attacks, divert management’s attention and resources, or subject the Company to liability under laws that protect personal data, resulting in increased operating costs or loss of revenue.

The Company has implemented controls and taken other preventative measures designed to strengthen its systems against disruptions and attacks, including measures designed to reduce the impact of a security breach at its third-party vendors. Although the costs of the controls and other measures the Company has taken to date have not had a material effect on its financial condition, results of operations, or liquidity, there can be no assurance as to the cost of additional controls and measures that the Company may conclude are necessary in the future.

Interruptions or delays in services from the Company’s third-party data center hosting facilities or cloud computing platform providers could impair the delivery of our services and harm the Company’s business.

currently serves its customers from third-party data center hosting facilities and cloud computing platform providers located in the United States and other countries. Any damage to, or failure of, these systems generally could result in interruptions in the Company’s services. Interruptions in the Company’s services could cause the Company to issue credits or pay penalties, cause customers to terminate their use of the Company’s services, and/or adversely affect the Company’s attrition rates and its ability to attract new customers, all of which would reduce the Company’s revenue. The Company’s business would also be harmed if its customers and potential customers believe the Company’s services are unreliable.

The Company’s success depends on its ability to respond and adapt to changes in technology and consumer behavior.

Changes in technology and consumer behavior pose a number of challenges that could adversely affect the Company’s business. For example, among others:

·The Company may be unable to expand the use of its services to other platforms that its users may find more appropriate;

·There may be changes in client sentiment about the quality or usefulness of the Company’s services; and

·Newer products may lead to pricing restrictions and a reduction of distribution control by the Company.

Responding to these challenges may require significant investment. There can be no assurance that the Company will be able to raise the funds necessary to make these investments on commercially reasonable terms or at all.

Potential for new or existing services could be eroded by competition.

Any continued future success that the Company might enjoy will depend upon many factors, including factors beyond the control of the Company and/or which cannot be predicted at this time. These factors may include, but are not limited to: changes in or increased levels of competition, including the entry of additional competitors and increased success by existing competitors; changes in general economic conditions; and reduced margins caused by competitive pressures. These conditions could have a material adverse effect upon the Company’s business, operating results, and financial condition.

Defects or disruptions in the Company’s services could diminish demand for the Company’s services and/or subject the Company to substantial liability.

Because the Company’s services are complex and incorporate a variety of hardware and proprietary and third-party software, the Company’s services may have errors or defects that could result in unanticipated downtime for its subscribers and harm to the Company’s reputation and its business. Cloud services frequently contain undetected errors when first introduced or when new versions or enhancements are released. The Company has from time to time found defects in, and experienced disruptions to, its services, and new defects or disruptions may occur in the future. In addition, the Company’s customers may use its services in unanticipated ways that may cause a disruption in services for other customers attempting to access their data. Since the Company’s customers use the Company’s services for important aspects of their business, any errors, defects, disruptions in service, or other performance problems could hurt the Company’s reputation and could damage the Company’s customers’ businesses. As a result, customers could elect to not renew the Company’s services, or delay or withhold payment to the Company. The Company could also lose future sales, or customers could make warranty or other claims against the Company, which could result in an increase in the Company’s provision for doubtful accounts, an increase in collection cycles for accounts receivable, or the expense and risk of litigation.

If the Company fails to promote and maintain its brand in the market, the Company’s business, operating results, financial condition, and its ability to attract customers could be materially adversely affected.

The Company’s success depends on its ability to create and maintain brand awareness for its service offerings. This may require a significant amount of capital to allow the Company to market its products and services and to establish brand recognition and customer loyalty. The Company can offer no assurances that it will be successful in maintaining its competitive edge or in establishing new awareness of the Company’s brand, which allows the Company to effectively compete in this market. The importance of brand recognition will continue to increase because low barriers of entry to the industries in which the Company operates may result in an increased number of direct competitors. To promote the Company’s brand, the Company may be required to continue to increase its financial commitment to creating and maintaining brand awareness. The Company may not generate a corresponding increase in revenue to justify these costs.

The Company’s failure to comply with government rules and regulations could harm its business.

The Company must comply with applicable local, state, and federal rules, laws and regulations. The Company believes that it does comply with the rules and regulations required of it. However, if the Company operates in breach of the law, it may be subject to penalties that could impede its ability to continue doing business, or it may be subject to lawsuits. If it fails to comply with the law, the Company may have to stop operating, which would cause Investors to lose their investment.

The Company could be subject to unanticipated regulations.

There may be existing regulations that management is not aware of, and new regulations affecting the Company’s business or services could be adopted in the future. Any such regulations could be costly or impossible for the Company to comply with. Furthermore, the adoption or modification of laws or regulations relating to the Internet or other areas of the Company’s business could limit or otherwise adversely affect the manner in which it currently conducts its business. In addition, the continued growth and development of the market for technology services similar to those offered by the Company may lead to more stringent consumer protection laws, which could impose additional burdens on the Company. If the Company is required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause the Company to incur additional expenses or alter its business model.

Key relationship risk.

The Company maintains partnerships with several entities that are critical to its success. The Company’s current revenue model depends on key relationships with technology providers, third party service providers and other partners. While a major focus of the Company’s strategic planning lies in maximizing the value from these interactions in new ways, over-reliance on these relationships is a risk. Furthermore, there is a risk that if the Company’s end users begin to interact directly with partners, this may negatively affect revenue and harm the business.

Dependence on key personnel.

Much of the Company’s success depends on the skills, experience, and performance of its key persons. The Company currently does not have a firm plan fully detailing how to replace any of these persons in the case of death or disability. The Company’s success also depends on the Company’s ability to recruit, train, and retain qualified personnel. The loss of the services of any of the key members of senior management, other key personnel, or the Company’s inability to recruit, train, and retain senior management or key personnel may have a material adverse effect on the Company’s business, operating results, and financial condition.

Business will suffer if we are not able to scale our network as demand increases.

We have had only limited deployment of our products services to date, and we cannot be certain that our network can connect and manage a substantially larger number of customers at high transmission speeds. Our network may not be scalable to expected customer levels while maintaining superior performance. In addition, as customers’ usage increases, we will need to make additional investments in our infrastructure to maintain adequate technology and support. We cannot assure you that we will be able to make these investments successfully or at an acceptable cost. Upgrading our infrastructure may cause delays or failures in our network. As a result, in the future our network may be unable to achieve or maintain a sufficiently high transmission capacity. Our failure to achieve or maintain high capacity data transmission could significantly reduce demand for our services, reducing our revenue and causing our business and financial results to suffer.

Our business will suffer if we do not respond to technological changes.

The market for content delivery services is likely to be characterized by rapid technological change, frequent new product and service introductions and changes in customer requirements. We may be unable to respond quickly or effectively to these developments. If competitors introduce products, services or technologies that are better than ours or that gain greater market acceptance, or if new industry standards emerge, our technology may become obsolete, which would materially and adversely affect our business, results of operations and financial condition.

In developing our Platform, we have made, and will continue to make, assumptions about the standards that our customers and competitors may adopt. If the standards adopted are different from those which we may now or in the future promote or support, market acceptance of our Platform may be significantly reduced or delayed and our business will be seriously harmed. In addition, the introduction of services or products incorporating new technologies and the emergence of new industry standards could render our existing services obsolete.

The Company is a development stage business, and all risks associated with an early stage company.

The Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future. There can be no assurances that we will operate profitably.

We could incur substantial costs defending our intellectual property from infringement or a claim of infringement.

Other companies, including our competitors, may obtain patents or other proprietary rights that would prevent, limit or interfere with our ability to make, sue or sell our service. As a result, we may be infringing on the proprietary rights of others. In the event of a successful claim of infringement against us and our failure or inability to license the infringed technology, our business and operating results would be significantly harmed. Companies in the publishing and content delivery business are increasingly bringing suits alleging infringement of the proprietary rights, particularly patent rights. Any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources. Intellectual property litigation or claims could force us to do one or more of the following:

·Cease selling, incorporating or using products or services that incorporate the challenged intellectual property;

·Obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms; and

·Seek other products or services.

If we are forced to take any of the foregoing actions, our business may be seriously harmed. We may not carry adequate insurance to cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed.

Unanticipated obstacles to execution of the business plan.

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

Management discretion as to the use of proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its investors in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of management with respect to application and allocation of the net proceeds of this Offering. Investors for the Shares offered hereby will be entrusting their funds to the Company’s management, upon whose judgment and discretion the investors must depend.

If we are unable to successfully develop or innovate for existing or future products and services, our revenue growth rate and profits may be reduced or prospects thereof severely diminished.

To successfully develop and grow our proposed business, we must develop and distribute our products and services to market on schedule and in a profitable manner. Delays or failures in launch or distribute our products and services could hurt our ability to meet our growth objectives, which may affect our financial projections and may impact our stock price. We cannot guarantee that the services will be able to achieve our expansion goals or that our Platform will be operated profitably. Our ability to expand successfully will depend on a number of factors, many of which are beyond our control.

If we are unable to successfully develop or innovate for existing or future products and services, our revenue growth rate and profits may be reduced.

To successfully develop and grow our proposed business, we must develop, distribute and commercialize our products and services, secure strategic partnerships with various authors, content providers and distributors, and bring our products and services to market on schedule and in a profitable manner, as well as spend time and resources on the development of future products, services and business strategies that are complementary to our products and services and business plan. Delays or failures in launch or distribute our mobile products and services could hurt our ability to meet our growth objectives, which may affect our financial projections and may impact our stock price. Moreover, if we are unable to continually develop and evolve our business strategy and launch additional products and services in the future, our business will be entirely dependent on the success of our products and services, which could hurt our ability to meet our objectives. We cannot guarantee that products and services or custom development services (or any future products or services we develop) will be able to achieve our expansion goals or that our products and services will be operated profitably. Our ability to expand successfully will depend on a number of factors, many of which are beyond our control.

Risks Related to our Business

Our sales and operating revenues could decline due to macro-economic and other factors outside of our control, such as changes in consumer confidence and declines in employment levels

Changes in national and regional economic conditions, as well as local economic conditions where we conduct our operations and where prospective purchasers of our products are organized and operate, may result in more caution on the part of homebuyers and, consequently, fewer purchases. These economic uncertainties involve, among other things, conditions of supply and demand in local markets and changes in consumer confidence and income, employment levels, and government regulations. These risks and uncertainties could periodically have an adverse effect on consumer demand for and the pricing of our products, which could cause our operating revenues to decline. Failure to achieve revenues, or a reduction in our revenues once achieved, could, in turn, negatively affect the market price of our securities. The construction industry is cyclical, has from time to time experienced significant difficulties, and is significantly affected by changes in general and local economic conditions such as:

·construction and building;

·employment levels and job growth;

·availability of financing;

·interest rates;

·consumer confidence;

·demand; and

·population growth.

An oversupply of alternatives to the Company’s products, could depress prices and reduce margins for the sale of the Company’s Smart World Pro, Mapalyze App and Twin Up products.

A failure to meet customer specifications or expectations could result in lost revenues, increased expenses, negative publicity, claims for damages and harm to our reputation

A failure or inability by us to meet a future client’s expectations could damage our reputation and adversely affect our ability to attract new business and result in delayed or lost revenue. In the event the products we develop are not up to the expectations and standards of our clients, we face negative publicity and our reputation could be hurt. Furthermore, we may be sued or unable to collect accounts receivable if a future client is not satisfied with our services.

In addition, any failure to meet customers’ specifications or expectations could result in: (a) delayed or lost revenue; requirements to provide additional services to a customer at reduced charges or no charge; and (c) claims by customers for substantial damages against us, regardless of our responsibility for such failure, which may not be covered by insurance policies and which may not be limited by contractual terms.

If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected

Our ability to achieve our desired growth depends on our execution in functional areas such as management, sales and marketing, finance and general administration and operations. To manage any future growth, we must continue to improve our operational and financial processes and systems and expand, train and manage our employee base and control associated costs. Our efforts to grow our business, both in terms of size and in diversity of customer bases served, will require rapid expansion in certain functional areas and put a significant strain on our resources. We may incur significant expenses as we attempt to scale our resources and make investments in our business that we believe are necessary to achieve long-term growth goals. If we are unable to manage our growth effectively, our expenses could increase without a proportionate increase in revenue, our margins could decrease, and our business and results of operations could be adversely affected.

Risks Related to the Offering

Stockholders must consent to the jurisdiction of Illinois for most claims.

The Subscription Agreement for this Offering requires investors to consent to the jurisdiction of the state or federal courts located within the State of Illinois, the location of the Company’s principal office. Investors located outside the State of Illinois may have difficulty bringing any legal claim against us due to geographic limitations and may find it difficult and costly to respond to claims. Exclusive jurisdiction provisions have been struck down by the courts of some states and may not be enforceable and furthermore may discourage claims or limit shareholders´ ability to bring a claim in a judicial forum that they deem favorable. However, the exclusive jurisdiction shall not apply to the extent it would violate any federal law, including, but not limited to, any action arising under the Securities Act of 1933 or the Exchange Act of 1934, the exclusive jurisdiction of federal courts over all suits brought to enforce any duty or liability created by the exchange act or the rules and regulations thereunder and any concurrent jurisdiction of federal and state courts over any action brought to enforce any duty or liability created by the securities act or the rules or regulations thereunder.

The Company will have broad discretion as to use of proceeds.

The Company’s management will have wide discretion as to the exact allocation, priority, and timing of the allocation of funds raised from the Offering. The allocation of the proceeds of the Offering may vary significantly depending upon numerous factors, including the success that the Company has in marketing its services and products. Accordingly, management will have broad discretion with respect to the expenditure of the net proceeds of the Offering. Investors purchasing the Shares offered herein will be entrusting their funds to the Company’s management, whose judgment the subscribers must depend on. (See “Use of Proceeds”).

Certain investors are entitled to pay a lower price for our shares

We are offering the Shares at $1.50 per share ⁸. Based upon the investment amount, certain investors will be entitled to receive bonus common shares (“Bonus Shares”) in an amount equal to up to 15% of the purchased amount. If the maximum number of Bonus Shares are issued, it would constitute an additional 1,848,764 common shares, which would have the effect of diluting the holdings of non-Bonus investors by approximately 15% based upon the sale of 12,606,166.

There is no current market for the Company’s Common Stock.

The Company is raising equity capital with a Regulation A+ Offering. No registration rights are being offered at this time. The Shares offered are only appropriate for an investor who understands and accepts the nature of an illiquid equity investment in a private company. Investors should assume that they may not be able to liquidate their investment for some time, if at all, or pledge their shares as collateral.

We have not undergone an external valuation process.

Due to the number of intangible factors impacting a small, privately held company, the Company has decided not to undergo a formal valuation process at this time. The valuation is based upon prior rounds of financing, and a multiple of 2019 revenue, which totaled $182,632. Future valuations and/or sales of stock may occur at a valuation that is lower than the one used for this Offering.

You will experience immediate dilution in the book value per share of the common stock you purchase.

Certain outstanding convertible securities of the Company will convert upon or after the close of the sale of the Shares of Common Stock in this offering. At the discretion of the Company, the Simple Agreements for Future Equity (“CrowdSafe(s)”) would convert into 1,091,392 shares of CF Shadow Series, which have substantially similar rights

^⁸ Shares sold previous to this Amendment were sold at $1.15 and $0.575 per share.

as the Company’s common stock, if the Company raises in excess of $1,000,000 in this offering. If the Company elects to convert the CrowdSafes, you will experience additional dilution of your investment interest in this offering. In addition, the Company has issued one or more promissory notes to certain holders, including affiliates of the Company’s officers and directors, which could create a conflict of interest for the Company regarding the repayment of such notes. The holders of convertible promissory notes could also convert those instruments into common shares. See the section titled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase stock in this offering.

We could get sued.

Equity crowdfunding regulations have only been in place since 2015. The regulations are still subject to interpretation and aspects have been untested by the courts. Allowing large numbers of people to invest means there is more risk of an unhappy person filing a questionable lawsuit against us. We are striving to comply with Federal crowdfunding laws and all other applicable regulations as accurately as we can, but there is always a risk we will unintentionally overlook, omit or misstate something that someone might get upset about.

DILUTION

Dilution means a reduction in value, control or earnings of the shares of Common Stock the investor owns.

An early-stage company typically sells its shares (or grants options to purchase its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay more for the shares than the founders or earlier investors, which means that the cash value of your stake is diluted.

The Shares of Common Stock will be sold in this Offering for $1.50 ⁹ per share. Pursuant to its Third Amended Certificate of Incorporation, the Company has the authority to issue up to 30,000,000 shares of Common Stock. As of December 31, 2020, 15,593,497 shares of Common Stock are issued or outstanding. The Company has the authority to issue up to 5,000,000 shares of preferred stock (the “Preferred Stock”). At the time of this Offering, 618,008 shares of Preferred Stock are issued or outstanding. In addition, as of the date hereof, the Company has granted options to employees and others to purchase shares of the Company’s Common Stock. The price at which future options may be granted to purchase Common Stock will be determined as of the date of the grant of future options.

Dilution Table

If you invest in our Shares, your interest will be diluted to the extent of the difference between the public offering price per share of our Common Stock and the as adjusted net tangible book value per share of our capital stock after this Offering. Our net tangible book value as of March 31, 2020 was ($2,708,645) or ($0.19) per share of outstanding Common Stock.

The following table illustrates this per share dilution assuming the various threshold amounts are raised, giving consideration to the fact that the Company has outstanding options, SAFEs and other convertible securities. This table assumes that all of the Bonus Shares have been issued (effectively a discount). See “Plan of Distribution -- Discounted Price-Bonus Shares.”

The offering costs does not include an estimated $100,000 legal, Edgarization, and accounting fees incurred for this offering.

^⁹ Shares sold prior to this Amendment through the StartEngine Platform were sold at $1.15 and by Rialto at $0.575 per share. Following the termination of StartEngine, no Investor Fee shall be paid for shares sold directly by the Company or through the Rialto Platform.

Each table presents a fully subscribed $15,000,000 raise from this offering (the maximum offering).

On Basis of Issued and Outstanding Shares		$15 Million Raise
Price per Share	$	1.500
Shares Issued		9,243,821
Capital Raised	$	13,865,732.00
Less: Offering Costs	$	138,657.32
Net Offering Proceeds	$	13,727,074.68
Price Per Share (prior)(1)	$	1.15
Shares Issued (prior)(1)	$	459,108.00
Capital Raised (prior)	$	527,975
Less Offering Costs (StartEngine)	$	57,954.75
Net Offering Proceeds (prior)	$	470,020
Price per Share (prior)(1)	$	0.575
Shares Issued (prior)(1)		1,054,423
Capital Raised (prior)	$	606,293
Less Offering Costs (Rialto)	$	6,063
Net Offering Proceeds (prior)	$	600,230
Total Net Offering Proceeds	$	14,797,325.00
Total Shares Issued		10,757,352
Bonus Shares(2)		1,848,764
Total Shares Issued (with Bonus)		12,606,116
Net Tangible Book Value Pre-financing	$	(2,708,645.00)
Net Tangible Book Value Post-financing	$	12,146,634.75
Shares Issued and Outstanding March 1, 2021		15,593,497
Post-Financing Shares Issued and Outstanding		28,199,613
Net tangible book value per share prior to offering	$	(0.17)
Increase/(Decrease) per share attributable to new investors	$	0.60
Net tangible book value per share after offering	$	0.43
Dilution per share to new investors ($)	$	1.07
Dilution per share to new investors (%)		71.28%

This second table below provides investors with an illustration of the dilution that would occur should all existing convertible notes, SAFEs, warrants and options outstanding as of March 31, 2020 be converted or exercised, respectively. While not every outstanding warrant or option may be exercised, and not every SAFE^¹⁰ may convert to shares, as we have the option to repay in cash, we believe that it is important to identify the potential dilution that could occur upon the exercise of all existing securities issued by the Company. Additionally, we have included the automatic conversion of certain convertible notes in all levels of the raise because of the potential for those notes to convert based on additional financing outside of this Offering. Note, the table below uses an adjusted net tangible book value from the first table, which has been adjusted to reflect the potential new cash the Company would receive upon the exercise of issued warrants and options based on the current implied valuation of the Company.

On Basis of Issued and Outstanding Shares		$15 Million Raise
Price per Share	$	1.500
Shares Issued		9,243,821.33
Capital Raised	$	13,865,732.00
Less: Offering Costs	$	138,657.32
Net Offering Proceeds	$	13,727,074.68
Price Per Share (prior)(1)	$	1.15
Shares Issued (prior)(1)	$	459,108.00
Capital Raised (prior)	$	527,975
Less Offering Costs (StartEngine)	$	57,954.75
Net Offering Proceeds (prior)	$	470,020
Price per Share (prior)(1)	$	0.575
Shares Issued (prior)(1)		1,054,423
Capital Raised (prior)	$	606,293
Less Offering Costs (Rialto)	$	6,063
Net Offering Proceeds (prior)	$	600,230
Total Net Offering Proceeds	$	14,797,325.00
Total Shares Issued		10,757,352
Bonus Shares(2)		1,848,764
Total Shares Issued (with Bonus)		12,606,116
Net Tangible Book Value Pre-financing (3)	$	7,096,504.40
Net Tangible Book Value Post-financing	$	21,951,784.15
Shares Issued and Outstanding March 1, 2021		15,593,497
Post-Financing Shares Issued and Outstanding		28,199,613
Net tangible book value per share prior to offering	$	0.46
Increase/(Decrease) per share attributable to new investors	$	0.32
Net tangible book value per share after offering	$	0.78
Dilution per share to new investors ($)	$	0.72
Dilution per share to new investors (%)		48.10%

(1)

The Company previously sold 459,108 shares at $1.15 per share and 1,054,423 shares at $0.575 per share as reflected herein but is now selling shares at $1.50.

(2)

Assumes the inclusion of up to 1,848,764 Bonus Shares issued as perks to certain investors based upon investment amount. There is no accurate way to predict who will invest or how many Bonus Shares an investor may be entitled to receive.

(3)

Assumes net tangible book value of $(2,708,645) increased by $9,805,149, the amount that would be received upon full exercise of outstanding warrants and options at the current per share price.

(4)	Assumes conversion of all SAFEs and exercise of all warrants and options outstanding as of March 31, 2020, resulting in the issuance of 9,204,077 shares. Does not include conversion of convertible notes and does not include the warrants issued to StartEngine.

^¹⁰ The terms of the SAFE instruments provide that the Company has the discretion to convert the SAFES into equity upon the completion of an eligible financing of $2,000,000 or more. The Company has elected to not convert such instruments in connection with this offering.

Future Dilution

Another important way of looking at dilution is the dilution that happens due to our future actions. The investor’s stake in a Company could be diluted due to our issuing additional shares. In other words, when we issue more shares, the percentage of the company that you own will go down, even though our value and your shareholding may go up—you own a smaller piece of a larger company. This increase in the number of shares outstanding could result from a stock offering (such as an initial public offering, another financing round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the Company has issued (and may issue in the future), and the terms of those notes.

If we decide to issue more shares, an investor could experience value dilution, with each share being worth less than before, and will experience control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if we offer dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings back into the company).

SELLING SHAREHOLDERS

The shares being offered for resale by the selling shareholders consist of 3,781,834 shares of our common stock held by 152 shareholders.

The following table sets forth the name of the selling shareholder, the number of shares of common stock beneficially owned by each of the selling shareholder as of June 18, 2020 and the number of shares of common stock being offered by the selling shareholder. The shares being offered hereby are being qualified to permit public secondary trading, and the selling shareholders may offer all or part of the shares for resale from time to time. However, the selling shareholder is under no obligation to sell all or any portion of such shares nor is the selling shareholder obligated to sell any shares immediately upon effectiveness of this offering circular. All information with respect to share ownership has been furnished by the selling shareholder.

Name of selling shareholder	Shares of Common stock owned prior to offering (1)	Percentage of Common stock owned prior to offering (1)	Shares of Common stock to be sold (2)	Shares of Common stock owned after offering (if all shares are sold)	Percent of common stock owned after offering (if all shares are sold)

Abdallah Hassan Bohulaigah	22,979	0.10%	3,888	19,091	0.07%
ACG Funding LLC	59,840	0.27%	10,124	49,716	0.19%
Alexander Saint-Amand	13,382	0.06%	2,264	11,118	0.04%
Alvitur Capital LLC (Jason Niemann)	12,500	0.06%	2,115	10,385	0.04%
Anand Ladsariya	15,400	0.07%	2,605	12,795	0.05%
Andres Batista	300,000	1.34%	50,756	249,244	0.93%
Andres Elizondo	67,145	0.30%	11,360	55,785	0.21%
Andrew Holt	11,163	0.05%	1,889	9,274	0.03%
Andrew Nicolaou	3,000	0.01%	508	2,492	0.01%
Andrew Penney	7,500	0.03%	1,269	6,231	0.02%
Andrew Tackaberry	51,750	0.23%	8,755	42,995	0.16%
Anthony Edward Pratt	9,457	0.04%	1,600	7,857	0.03%
Artee Rana	25,000	0.11%	4,230	20,770	0.08%
Berlin Investments LLC David Fox	2,676	0.01%	453	2,223	0.01%
Bhavika Parmar	5,000	0.02%	846	4,154	0.02%
Callen Gregory Barton	95,589	0.43%	16,172	79,417	0.30%
Christopher Mark Partington	76,723	0.34%	12,981	63,742	0.24%
Christopher Richard Short	28,875	0.13%	4,885	23,990	0.09%
Daniel Mosquera	70,000	0.31%	11,843	58,157	0.22%

David Von Dadelszen	578	0.00%	98	480	0.00%
Deanna Anstett	6,189	0.03%	1,047	5,142	0.02%
Deep Bali	25,000	0.11%	4,230	20,770	0.08%
Dena Valley Corporation	773,647	3.46%	130,891	642,756	2.40%
Derek de Souza	7,753	0.03%	1,312	6,441	0.02%
Despo Karatziva	11,500	0.05%	1,946	9,554	0.04%
Domenico Ranucci	52,632	0.24%	8,905	43,727	0.16%
Donald Carlson	24,982	0.11%	4,227	20,755	0.08%
Dr. Ram Shroff	4,100	0.02%	694	3,406	0.01%
Edward Leigh	11,588	0.05%	1,961	9,627	0.04%
Emma Crespo Carneiro	43,441	0.19%	7,350	36,091	0.13%
Eric Epstein	6,147	0.03%	1,040	5,107	0.02%
Evangelos Karatziva	11,500	0.05%	1,946	9,554	0.04%
Federico Forcolini	342,014	1.53%	57,865	284,149	1.06%
Foreign Remittance	1,944	0.01%	329	1,615	0.01%
Gary William Ireland	10,273	0.05%	1,738	8,535	0.03%
George Goglidze Berdzenishvili	43,999	0.20%	7,444	36,555	0.14%
Gianluca de Arcangelis	78,132	0.35%	13,219	64,913	0.24%
Girish Khera	8,549	0.04%	1,446	7,103	0.03%
Gordon Feller	90,000	0.40%	15,227	74,773	0.28%
Greg Campbell	3,100	0.01%	524	2,576	0.01%
Heath Lansbury (Shadow Foundr)	45,740	0.20%	7,739	38,001	0.14%
Heiko Ammermann	10,000	0.04%	1,692	8,308	0.03%
Horace Kevin Gonsalves	89,978	0.40%	15,223	74,755	0.28%
Ilias Tzampazis	55,128	0.25%	9,327	45,801	0.17%
Impelling Ventures LLC (Kenneth Impelizerri)	50,000	0.22%	8,459	41,541	0.15%
Infrashares Cityzenith Capital Fund LLC	33,000	0.15%	5,583	27,417	0.10%
Intesa Sanpaolo	60,000	0.27%	10,151	49,849	0.19%
Iyas Alqasem	51,750	0.23%	8,755	42,995	0.16%

Jamal Zakaria	100,000	0.45%	16,919	83,081	0.31%
James Mintz	25,000	0.11%	4,230	20,770	0.08%
James Peter Renwick	46,350	0.21%	7,842	38,508	0.14%
Jasjit Singh	4,100	0.02%	694	3,406	0.01%
Jason Crow	19,886	0.09%	3,364	16,522	0.06%
Jason Thomas	25,000	0.11%	4,230	20,770	0.08%
Javed Tapia	15,401	0.07%	2,606	12,795	0.05%
Jeffrey Carpoff	309,004	1.38%	52,280	256,724	0.96%
Jim Young	35,000	0.16%	5,922	29,078	0.11%
Joel Hornstein	12,691	0.06%	2,147	10,544	0.04%
Josh Pearsall	29,354	0.13%	4,966	24,388	0.09%
John Scurr	3,408	0.02%	577	2,831	0.01%
Jon Feutz	100,000	0.45%	16,919	83,081	0.31%
Joseph Cairns	7,500	0.03%	1,269	6,231	0.02%
Joseph Dignan	105,000	0.47%	17,765	87,235	0.33%
Joseph Sigelman	42,822	0.19%	7,245	35,577	0.13%
Karan Singh	2,050	0.01%	347	1,703	0.01%
Keith Brodie	175,000	0.78%	29,608	145,392	0.54%
Kenneth Kurson	1,338	0.01%	226	1,112	0.00%
Kevin Henderson	1,573	0.01%	266	1,307	0.00%
Kirk Weddell	29,340	0.13%	4,964	24,376	0.09%
Kranti Saran	21,372	0.10%	3,616	17,756	0.07%
Kranti Saran & Maya Saran	21,372	0.10%	3,616	17,756	0.07%
Leam Murphy	35,565	0.16%	6,017	29,548	0.11%
Lovington Capital LLC	41,719	0.19%	7,058	34,661	0.13%
Madesh Yadav	12,649	0.06%	2,140	10,509	0.04%
Manharlal Chauhan	39,770	0.18%	6,729	33,041	0.12%
Marcella Gallahager	42,743	0.19%	7,232	35,511	0.13%
Marcus Sascha De Maria	10,346	0.05%	1,750	8,596	0.03%

Marie Jean Allain Leong-Son	9,000	0.04%	1,523	7,477	0.03%
Mark John Godwin	135,000	0.60%	22,840	112,160	0.42%
Mark Newsom-Smith	47,279	0.21%	7,999	39,280	0.15%
Mark Stephen Charles Clenshaw	9,175	0.04%	1,552	7,623	0.03%
Mary D. Donohue 2008 Living Trust	38,557	0.17%	6,523	32,034	0.12%
Maya Saran	21,372	0.10%	3,616	17,756	0.07%
Melissa Clare Jones	32,113	0.14%	5,433	26,680	0.10%
Michael Jansen	7,518,550	33.64%	1,272,046	6,246,504	23.29%
Michael Keane	160,000	0.72%	27,070	132,930	0.50%
Mir Arif	63,455	0.28%	10,736	52,719	0.20%
Mitali Saran	21,372	0.10%	3,616	17,756	0.07%
Mohammed Amjed Khan	46,615	0.21%	7,887	38,728	0.14%
Mohit Gujral	61,892	0.28%	10,471	51,421	0.19%
Motasim Hajaj	4,775,811	21.37%	808,008	3,967,803	14.80%
Mrinalini Saran	21,372	0.10%	3,616	17,756	0.07%
Mudrika De Maria	4,604	0.02%	779	3,825	0.01%
Nakul Toshniwal	10,250	0.05%	1,734	8,516	0.03%
Nandini Singh	2,050	0.01%	347	1,703	0.01%
Nidhi Dalmia	44,516	0.20%	7,532	36,984	0.14%
Nigel Stuart Gill Cunniffe	10,273	0.05%	1,738	8,535	0.03%
Nikita Agarwal	15,400	0.07%	2,605	12,795	0.05%
Nora Ann Magee	98,785	0.44%	16,713	82,072	0.31%
Nora Kampe	1,136	0.01%	192	944	0.00%
Oliver Clements	50,000	0.22%	8,459	41,541	0.15%
Parthiv Kilachand	20,500	0.09%	3,468	17,032	0.06%
Patrick Gerard Cremin	13,762	0.06%	2,328	11,434	0.04%
Patrick L Hughes	17,097	0.08%	2,893	14,204	0.05%
Paula Mary Sutton	11,500	0.05%	1,946	9,554	0.04%
Penu Investments Pte Ltd (Mark Penu)	200,000	0.89%	33,838	166,162	0.62%

Peter van der Waaij	4,050	0.02%	685	3,365	0.01%
Philip David Meir	127,463	0.57%	21,565	105,898	0.39%
Prakash Sundaresan	23,177	0.10%	3,921	19,256	0.07%
Pramod Bhasin	61,892	0.28%	10,471	51,421	0.19%
Prashant Choksey	5,150	0.02%	871	4,279	0.02%
Pratul N. Dalal & Sheetal P. Dalal	10,250	0.05%	1,734	8,516	0.03%
Primma Management Ltd. (Sanjiv Jari)	19,886	0.09%	3,364	16,522	0.06%
Priya Singh	2,050	0.01%	347	1,703	0.01%
Rajendra Pyarelal Sah	41,000	0.18%	6,937	34,063	0.13%
Rajiv Dadlani	20,500	0.09%	3,468	17,032	0.06%
Raymond Berglund	75,000	0.34%	12,689	62,311	0.23%
Robert JB D'Arcy	19,886	0.09%	3,364	16,522	0.06%
Ron Diamond	15,000	0.07%	2,538	12,462	0.05%
Ross Elliott Hammond	54,250	0.24%	9,178	45,072	0.17%
Sanjay Kamlani	19,761	0.09%	3,343	16,418	0.06%
Saran-Shukla malini Et Inde	64,114	0.29%	10,847	53,267	0.20%
Sasha Mirchandani	20,504	0.09%	3,469	17,035	0.06%
Schaefer & Associates	30,946	0.14%	5,236	25,710	0.10%
Schwab Family Revocable Living Trust	31,250	0.14%	5,287	25,963	0.10%
Sean Brannigan	188,313	0.84%	31,860	156,453	0.58%
Shah Nikunj Narendra	25,645	0.11%	4,339	21,306	0.08%
Shaie Selzer	40,000	0.18%	6,768	33,232	0.12%
Shantanu Surpure	2,050	0.01%	347	1,703	0.01%
Shine Paul	65,840	0.29%	11,139	54,701	0.20%
Shrikesh Pabari	8,550	0.04%	1,447	7,103	0.03%
Simon Paul Day	4,587	0.02%	776	3,811	0.01%
Steve Barnes	66,910	0.30%	11,320	55,590	0.21%
Sunita Girish Choksey	5,150	0.02%	871	4,279	0.02%
Symvan Capital	290,640	1.30%	49,173	241,467	0.90%

Taronga Ventures Pty Ltd	70,000	0.31%	11,843	58,157	0.22%
Tim Meanock	31,250	0.14%	5,287	25,963	0.10%
Timothy Donohue	96,372	0.43%	16,305	80,067	0.30%
Timothy Gallagher	38,557	0.17%	6,523	32,034	0.12%
Toby Anstett Living Trust	23,177	0.10%	3,921	19,256	0.07%
Todd Anstett	18,057	0.08%	3,055	15,002	0.06%
Tom Anstett	18,057	0.08%	3,055	15,002	0.06%
Trudy Otter	7,417	0.03%	1,255	6,162	0.02%
United States Investment Partners, LLC	100,328	0.45%	16,974	83,354	0.31%
Uzma Akhter	51,105	0.23%	8,646	42,459	0.16%
Vikas Choudhury	2,050	0.01%	347	1,703	0.01%
Vivek Nathwani	2,050	0.01%	347	1,703	0.01%
WKJP LLC	42,743	0.19%	7,232	35,511	0.13%
Yew Ngan	51,098	0.23%	8,645	42,453	0.16%
Yousuf (Josh) Siddiqui	2,314,552	11.15%	421,794	2,071,258	7.72%
Yusef Kassim	14,436	0.06%	2,442	11,994	0.04%
Zuhier A. Zahran	341,910	1.53%	57,847	284,063	1.06%
Total	22,352,905	100.00%	3,781,834	18,571,070	69.25%

(1)Includes warrants to purchase 4,238,648 common shares and 3,84,037stock options.

(2)Includes up to 679,776 warrants to purchase common shares at a strike price of $1.00 or $1.6181 per share and up to 714,785 options exercisable at between $1.00 and $1.6181 per share. Warrants must be exercised within 10 years after the date of issuance.

(3)Presumes exercise of all warrants and options and sale of all resell shares.

USE OF PROCEEDS TO ISSUER

We expect to raise a target amount of $15,000,000 (the “Target Amount”) from the sale of the Common Stock offered in this Offering on a best efforts basis, at an offering price of $1.50 ¹¹ on a best-efforts’ basis. Subject to fees, commissions and expenses, the Company will receive all proceeds raised. Offering expenses, which we estimate will be approximately $100,000 (not including commissions payable to placement agents), will be paid from the Offering proceeds. Except as set forth below, all other amounts shall be used for our general operations and working capital needs. We expect to spend such funds on:

Use of Proceeds	% of $1,000,000 Raise	Amount if $1,000,000 Raised	% of Maximum Proceeds Raised	Amount if Maximum Raised
Cost of Offering	12%	$120,000	10%	$1,500,000
Sales & Marketing	25%	$250,000	25%	$3,750,000
Research & Development	25%	$250,000	25%	$3,750,000
General Administrative	18%	$180,000	20%	$3,000,000
Working Capital	20%	$200,000	20%	$3,000,000
Total	100%	$1,000,000	100%	$15,000,000

We may close the Offering without sufficient funds for all the intended purposes set forth above, or even to cover the costs of this offering. In addition, because all proceeds will go into our general account and will be used to support our operations and business activities generally, we do not expect to substantially change our priorities for the use of proceeds based on the level of proceeds raised. We have no plans to use proceeds towards the compensation of Officers or Directors but may use a portion of the working capital allocation to purchase up to 618,808 shares of Series A preferred stock from one or more shareholders. We do plan to use some of the proceeds to discharge the current debt outlined in the “Liquidity and Capital Resources” section. If less expensive debt alternatives become available to the Company as a result of the Offering, a small portion of Offering proceeds may be used towards the costs of refinancing its current debt at lower rates. Given the current, early stage of our business, we expect to spend most of any proceeds raised to further develop our products and market our products throughout the U.S. We expect to pursue this same use of proceeds at proportional levels of spending.

The Company reserves the right to change the above use of proceeds if management believes it’s in the best interests of the Company.

In order to support our general operations and working capital needs for the next 12 months, we may need to raise additional capital. Such financing may be expensive and time-consuming to obtain, and there may not be sufficient investor or commercial interest to enable us to obtain such funds on attractive terms or at all. See “Risk Factors”.

^¹¹ ^¹¹ Prior to this amendment, the Company sold 459,108 shares at $1.15 per share and 1,054,423 at $0.575 per share.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2020 on an actual basis.

The table has not been adjusted to reflect the receipt of any proceeds from this Offering, or any expenses of this Offering. In addition, because the Offering is being made on a best efforts’ basis and without a minimum Offering amount, we may close the Offering at any level of proceeds raised. For these reasons, there is no specific level of proceeds that could be considered sufficiently probable to merit inclusion in the table. Offering expenses will be paid by the Company out of the Offering proceeds. See “Use of Proceeds”.

You should read this table together with our financial statements and the related notes thereto, included elsewhere in this Offering circular. Our Company’s condensed consolidated statements of financial condition at December 31, 2019 are presented based on the Company’s actual results as a stand-alone company.

	Actual (Audited)
BALANCE SHEET DATA
Current Assets		December 31, 2020	December 31, 2019
Cash and cash equivalents	$	86,144	483,321
Accounts Receivable		0	0
Other current assets		244,530	70,191
TOTAL CURRENT ASSETS		330,674	553,512
Fixed assets		705,695	226,150
Other assets		2,432	2,432

TOTAL ASSETS		$ 1,038,801	$ 782,094
Liabilities
Current Liabilities
Accrued expenses		36,972	7,306
Accrued payable		60,240	38,325
Accrued payroll		11,417	0
Accrued interest		53,373	39,502
Convertible notes		2,304,000	2,304,000
Notes payable – Crowdsafe		1,069,992	1,112,206
Notes payable – SBA		87,372	-
Other current liabilities		7,187	-
TOTAL CURRENT LIABILITIES		3,629,553	3,501,339

Long-Term Liabilities		52,423	-
Notes payable- SBA		52,423

TOTAL LIABILITIES		3,681,976	3,501,339

Shareholder’s Equity
Common Stock, 30,000,000 shares authorized and 15,593,497 and 10,944,371 shares issued, as of December 31, 2020 and December 31, 2019		12,181,213	10,944,371
Preferred Stock		1,000,000	575,000
Retained Earnings		(15,824,388)	(14,238,616)
TOTAL SHAREHOLDERS' EQUITY		(2,643,175)	(2,719,245)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,038,801	782,094

Product / Service	Description	Current Market
Smart World Proä	A SIMCity-like digital twin solution that allows users to easily aggregate, visualize and analyze their data in a unique, single 3D dashboard.	The $3.8B Digital Twin Market is expected to grow at a CAGR of 37.87% during the forecast period to reach $15.6B by 2023.^¹²
Mapalyze App Market	Similar to the Apple App Store, Mapalyze is a 3rd party App Market comprised of analytics tools developed by others that add value to our core user base. Mapalyze Apps include: solar analysis, traffic analysis, flood analysis, etc.	Mapalyze is marketed to the same customer base as Smart WORLD Pro as a complementary pay-as-you-go subscription service. Users choose and pay only for the apps that they require.
TwinUp	TwinUp is the web application that allows users to import 3-D models of any kind into a Google Earth-like, single pane of glass earth model environment, primarily for the purpose of archiving historical projects, and organizing enhanced design presentations for clients.	This product will be initially marketed to the world’s architectural community. There are over 220,000 architects in United States alone, and over 2 million architects worldwide.

	Year Ended December 31, 2020		Year Ended December 31, 2019
	Amount		Amount
Revenues	$	5,000	$	152,018
Operating expenses
Research and Development		0		0
General and Administrative		1,245,511		1,290,302
Sales and Marketing		173,203		19,657
Depreciation Expense		178,377		134,124
Total operating expenses		1,602,091		1,444,083
Operating income (loss)		(1,585,772)		(1,292,065)
Net loss	$	(1,585,772)	$	(1,292,065)

	Year Ended December 31,
	2020		2019
Net cash used in operating activities	$	(1,508,678)	$	(1,160,862)
Net cash used in investing activities		(657,922)		(214,500)
Net cash provided by financing activities		1,769,423		1,714,315
Net increase (decrease) in cash and cash equivalents		(397,177)		338,953
Cash and cash equivalents at beginning of period		483,321		144,368
Cash and cash equivalent at end of period	$	86,144	$	483,321

Convertible Security	$50,000	1 Unit	General Working	8/1/2017	Section (4)(a)(2)
Series AA Common	$2,133,252	1,317,970 shares and warrants	General Working Capital	2016-2017	Regulation S
Common Stock Rights Offering	$128,872	159,288 shares and warrants	General Working Capital	June-July 2018	Regulation S
Convertible Promissory Note	$25,000	1 Unit	General Working	9/23/19	Section (4)(a)(2)
Common Shares	$1,843,222	1,843,224 shares and warrants	General Working Capital	August 2018- March 2020	4(a)(2) and Regulation S
Common Shares	$1,000,005	1,132,896	General working Capital	Current Offering	Regulation A

Name	Position	Age	Board Role & Term of Office
Michael Jansen	CEO, Chairman & Director	51	Director, since April 2009
Joe Dignan	Director	64	Director, since 2019.
Yousuf Siddiqui	Director	46	Director, since September 2019.
Jonathan Feutz	Chief Technology Officer	44	Since 2017.
Daniel Mosquera	Lead Frontend Unity Developer	38	Since 2017.
Jason Thomas	Business Development Manager	38	Since 2020.

Name	Capacities in which compensation was received	Bonus	Cash compensation	Other composition – stock options, etc.	Total compensation
Michael Jansen	CEO	(1)	$30,000.00	-	$30,000
Jon Feutz	CTO	N/A
Daniel Mosqera	Lead Frontend Engineer	N/A
Jason Thomas	Business Development Manager	Sales commission = 5-7.5% of gross collected revenue from his sales

	2020		2019
Name	Shares Granted	Grant Date Fair Value	Shares Granted	Grant Date Fair Value
Michael Jansen			200,000	$200,000
Jon Feutz			100,000	$100,000
Daniel Mosquera			70,000	$70,000
Jason Thomas			25,000	$25,000
Total			395,000	$395,000

	Shares Beneficially Owned⁽¹⁾
	Common Stock⁽²⁾				Series A Preferred Stock					% Total Voting Power⁽³⁾
Name of Beneficial Owner	Shares		%			Shares		%
Named Executive Officers and Directors
Michael Jansen		7,518,550		30.46%			-		-		29.72%
Yousuf Siddiqui		2,142,923		8.6%					-		8.47%
Motasim Hajaj		4,775,811		19.35%							18.88%
Joe Dignan		105,000		0.43%							0.42%
Daniel Mosquera		70,000		0.29 %							0.28%
Directors and Executive Officers as a Group (4 Persons)		14,612,284		59.21%							57.76%

	Per Share		Total
Public offering price	$	1.15	$	527,950
StartEngine commissions and fees	$	0.12	$	57,955
Proceeds, before expenses, to us	$	1.03	$	470,020

	Page

INDEPENDENT AUDITOR’S REPORT	F-2

BALANCE SHEET	F-4

STATEMENT OF OPERATIONS	F-5

STATEMENT OF STOCKHOLDERS’ EQUITY/DEFICIT	F-6

STATEMENT OF CASH FLOWS	F-7

NOTES TO FINANCIAL STATEMENTS	F-8

CITYZENITH HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2020 and 2019 (audited)
ASSETS	2020		2019
Current Assets:
Cash and cash equivalents	$ 86,144	$ 483,321
Accounts receivable	0	0
Other current assets	244,530	70,191
Total Current Assets	330,674	553,512

Fixed assets, net of accumulated depreciation	705,695	226,150

Other assets	2,432	2,432

TOTAL ASSETS	$ 1,038,801	$ 782,094

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accrued expenses	$ 35,972	$ 7,306
Accounts payable	60,240	38,325
Accrued payroll	11,417	-
Accrued interest	53,373	39,502
Convertible notes	2,304,000	2,304,000
Notes payable/CrowdSafe	1,069,992	1,112,206
Notes payable- SBA	87,372	-
Other current liabilities	7,187	-
Total Current Liabilities	3,629,553	3,501,339

Long-term Liabilities:
Notes Payable/SBA	52,423	0
Total Long-Term Liabilities	52,423

TOTAL LIABILITIES	3,681,976	3,501,339

Stockholders’ Equity:
Common Stock, 30,000,000 shares authorized, and 15,593,497 and 10,944,371 shares issued, as of December 31, 2020, December 31 2019. Preferred Stock, 5,000,000 shares authorized, and 618,008 shares issued as of September 30, 2020	12,181,213	10,944,371
Preferred Stock	1,000,000	575,000
Retained earnings	(15,824,388)	(14,238,616)
Total Stockholders’ Equity	(2,643,175)	(2,719,245)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,038,801	$ 782,094

	2020		2019
Revenues:	$ 5,000		$ 152,018
Total Revenues	5,000		152,018
Operating expenses:
Advertising and promotional	98,628		14,771
Auto expense	12,189		11,560
Bank charges	106,956		25,696
Cleaning	6,007		2,670
Commission expense	-		75,180
Conferences	2,500		1,474
Entertainment	1,530		-
Fundraising	3,000		5,000
General and administrative expense	572		2,097
Health insurance	43,301		63,931
Insurance expense	8,118		15,140
Interest expense	16,435		34,999
Legal and professional fees	237,423		116,550
Marketing	74,575		4,886
Meals	14,757		16,023
Medical expense	5,768		4,320
Moving expense	5,213		-
Office expense	5,826		992
Payroll Fees	819		1,435
Payroll salaries and wages	577,221		653,778
Payroll taxes	34,468		46,735
Postage and delivery	648		638
Recruiting	11,047		2,094
Rent expense	34,542		19,758
Software expense	5,003		8,534
Software subscriptions	85,481		79,714
Subscriptions and membership fees	900		6,991
Taxes and licenses	1,225		300
Telephone expense	4,165		2,621
Travel expense	22,754		92,515
Utilities	2,643		160
Depreciation expense	178,377		134,124
Total operating expenses	1,602,091		1,444,686
Other income:
Economic injury disaster loan grant		10,000		-
Interest income		1,319		603
Total other income		11,319		603
Net loss	$	(1,585,772)	$	(1,292,065)

	Common Stock ($)	Preferred Stock ($)	Retained Earnings	Total Stockholders’ Equity

Balance as of January 1, 2019	$ 10,392,262	$ 525,000	$ (12,946,551)	$ (2,029,289)
Issuance of common stock	552,109			552,109
Issuance of preferred stock		50,000		50,000
Net Income (Loss)			(1,292,065)	(1,292,065)
Balance as of December 31, 2019	$ 10,944,371	$ 575,000	$ (14,238,616)	$ (2,719,245)
Issuance of common stock	1,661,842			1,661,842
Reclassification of stock class	(425,000)	425,000
Net Income (Loss)			(1,585,772)	(1,585,772)
Balance as of December 31, 2019	$ 12,181,213	$ 1,000,000	$ (15,824,388)	$ (2,643,175)

Cash flows from operating activities:	2020	2019
Net loss	$ (1,585,772)	$ (1,292,065)
Adjustments to reconcile net loss to net cash provided (used)
in operating activities:
Economic injury disaster loan grant	(10,000)	-
Depreciation Expense	178,377	134,124
Net (increase) decrease in operating assets:
Accounts receivable	-	71,567
Other current assets	(174,339)	(59,479)
Net increase (decrease) in operating liabilities:
Accounts payable	21,915	5,245
Accrued expense	28,666	(37,745)
Accrued payroll	11,417	(11,667)
Accrued interest	13,871	29,158
Other current liabilities	7,187	-
Net cash used in operating activities	(1,508,678)	(1,160,862)
Cash flows used by investing activities:
Purchase of property and equipment	(657,922)	(214,500)
Net cash used by investing activities	(657,922)	(214,500)
Cash flows provided by financing activities:
Repayment of other notes payable-CrowdSafe	(75,000)		-
Proceeds from notes payable-CrowdSafe	32,786		1,112,206
Proceeds from notes payable-SBA	139,795		-
Economic injury disaster loan grant	10,000		-
Issuance of common stock	1,661,842		552,109
Issuance of preferred stock	-	50,000
Net cash provided by financing activities	1,769,423	1,714,315
Net (decrease) increase in cash	(397,177)		338,953
Cash and cash equivalents at beginning of period	483,321	144,368
Cash and cash equivalents at end of period	$ 86,144	$ 483,321
Supplemental disclosure of cash flow information:
Cash paid for interest	$ -		$ -
Cash paid for income tax	$ -		$ -

For the years ended December 31,	2020	2019
Beginning balance, net	$ 226,150	$ 145,774
Additions of long-lived technology assets	657,922	214,500
Less: current year depreciation	(178,377)	(134,124)
Less: asset impairment	-	-
Ending balance, net	$ 705,695	$ 226,150

Exhibit 1.1	Posting Agreement between Cityzenith Holdings, Inc. and StartEngine Primary, LLC*
Exhibit 1.2	Regulation A+ Advisory Agreement *
Exhibit 1.3	Revised Regulation A+ Advisory Agreement*
Exhibit 2.1	Third Amended and Restated Certificate of Incorporation of Zenith Holdings, Inc.*
Exhibit 2.2	Bylaws of Cityzenith Holdings, Inc.*
Exhibit 3.1	Form of Placement Agent Warrant*
Exhibit 3.2	Form of Dreamit Convertible Note*
Exhibit 3.3	Form of Convertible Promissory Note*
Exhibit 3.4	Form of Convertible Promissory Note*
Exhibit 3.5	Form Warrant*
Exhibit 3.6	Form Warrant*
Exhibit 3.7	Form CrowdSafe*
Exhibit 3.8	Form Note Exten s ion*
Exhibit 4.1	Form of Subscription Agreement*
Exhibit 10.1	Power of attorney (included on the signature page of this offering statement)
Exhibit 11.1	Consent of Independent Auditor*
Exhibit 11.2	Consent of Carman Lehnhof Israelsen, LLP (included as Exhibit 12.1)
Exhibit 12.1	Legal Opinion of Carman Lehnhof Israelsen, LLP as to the legality of the securities being qualified**

	Cityzenith Holdings, Inc.

By	/s/ Michael Jansen
	Its: Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer

/s/ Michael Jansen	April 12, 2021
Michael Jansen, Director

/s/ Joe Dignan	April 12, 2021
Joe Dignan, Director

/s/ Yousuf Siddiqui	April 12, 2021
Yousuf Siddiqui, Director