| FORM C |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB APPROVAL |
| OMB Number: ####-#### Estimated average burden hours per response: ##.# |
| Filer CIK: | 0001659586 |
| Filer CCC: | XXXXXXXX |
| File Number: | 020-25465 |
| Is this a LIVE or TEST Filing? | 
LIVE
TEST
|
| Is this an electronic copy of an official filing submitted in paper format in connection with a hardship exemption? |  |
| Would you like a Return Copy? | |
| Name: | |
| Phone Number: | |
| Contact E-Mail Address: | |
| Notify via Filing Website only? | |
| Name of Issuer: | Citiesense Inc. |
| Check box if Amendment is material and investors will have five business days to reconfirm | |
| Describe the Nature of the Amendment: | Attaching Exhibit- CF Shadow Share Proxy for proxy already disclosed within Form C and SAFE. |
| Form: | Corporation |
| Jurisdiction of Incorporation/Organization: |
DELAWARE
|
| Date of Incorporation/Organization: | 02-10-2017 |
| Address 1: | 335 MADISON AVENUE |
| City: | NEW YORK |
| State/Country: |
NEW YORK
|
| Mailing Zip/Postal Code: | 10017 |
| Website of Issuer: | https://www.citiesense.com |
| CIK: | 0001751525 |
| Company Name: | OpenDeal Portal LLC |
| Commission File Number: | 007-00167 |
| CRD Number: | 283874 |
| Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering: | 6% of the amount raised in the Offering. |
| Any other financial interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest: | The Intermediary will receive a Security-compensation equal to 2% of the total number of Securities sold in the Offering. |
| Type of Security Offered: | Other |
| Specify: | Crowd Safe Units of SAFE (Simple Agreement for Future Equity) |
| Target Number of Securities to be Offered: | 25000 |
| Price: | 1.00000 |
| Target Offering Amount: | 25000.00 |
| Maximum Offering Amount (if different from Target Offering Amount): | 107000.00 |
| Oversubscriptions Accepted: |
Yes
No
|
| If yes, disclose how oversubscriptions will be allocated: | Other |
| Provide a description: | At Company's discretion. |
| Deadline to reach the Target Offering Amount: | 12-31-2019 |
NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.
| Current Number of Employees: | 0.00 |
| Total Assets Most Recent Fiscal Year-end: | 57423.00 |
| Total Assets Prior Fiscal Year-end: | 53940.00 |
| Cash and Cash Equivalents Most Recent Fiscal Year-end: | 34773.00 |
| Cash and Cash Equivalents Prior Fiscal Year-end: | 7815.00 |
| Accounts Receivable Most Recent Fiscal Year-end: | 16380.00 |
| Accounts Receivable Prior Fiscal Year-end: | 1000.00 |
| Short-term Debt Most Recent Fiscal Year-end: | 34340.00 |
| Short-term Debt Prior Fiscal Year-end: | 34521.00 |
| Long-term Debt Most Recent Fiscal Year-end: | 15708.00 |
| Long-term Debt Prior Fiscal Year-end: | 15708.00 |
| Revenue/Sales Most Recent Fiscal Year-end: | 38463.00 |
| Revenue/Sales Prior Fiscal Year-end: | 40496.00 |
| Cost of Goods Sold Most Recent Fiscal Year-end: | 0.00 |
| Cost of Goods Sold Prior Fiscal Year-end: | 0.00 |
| Taxes Paid Most Recent Fiscal Year-end: | 0.00 |
| Taxes Paid Prior Fiscal Year-end: | 0.00 |
| Net Income Most Recent Fiscal Year-end: | 2409.00 |
| Net Income Prior Fiscal Year-end: | 45906.00 |
| Using the list below, select the jurisdictions in which the issuer intends to offer the securities: |
VERMONT
|
| Issuer: | Citiesense Inc. |
| Signature: | Starling Childs |
| Title: | Chief Executive Officer |
| Signature: | Starling Childs |
| Title: | Director |
| Date: | 07-01-2019 |