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May 13, 2020
Howard Marks
Chief Executive Officer
StartEngine Crowdfunding, Inc.
8687 Melrose Avenue
7th Floor (Green Building)
West Hollywood, CA 90069
Re:StartEngine Crowdfunding, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed May 1, 2020
File No. 024-11177
Dear Mr. Marks:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 8, 2020 letter.
Form 1-A filed May 1, 2020
StartEngine and its providers are vulnerable to hackers and cyber attacks, page 12
1.We note that you removed disclosure on pages 8 and 22 related to your plans to use
blockchain technology.  However, the latter part of this risk factor relates to platforms that
use blockchain technology.  Please revise for consistency.

 FirstName LastNameHoward Marks
 Comapany NameStartEngine Crowdfunding, Inc.
 May 13, 2020 Page 2
 FirstName LastNameHoward Marks
StartEngine Crowdfunding, Inc.
May 13, 2020
Page 2
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Fair Value of Financial Instruments, page F-8
2.We note that you recognized a $176,483 or 74% decline in the fair value of your
investment warrants in 2019 and that you regularly receive warrants as part of your fee
arrangements.  Please address the following:

•Please disclose the number of private portfolio companies for which you hold
warrants;
•Disclose the number of private portfolio companies for which you recognized a
decline in fair value for the period presented; and
•Enhance your MD&A discussion to address what factors drove the significant fair
value decline in your investment warrants in 2019.  Ensure your revised discussion
addresses the reason(s) for the apparent changes in the weighted average life and risk
free rate variables used in valuing these level three investments as disclosed on page
F-9.
Accounts Receivable, page F-9
3.We note that your allowance for doubtful accounts increased significantly from $72,723 in
2018 to $817,749 in 2019.  Further, we note your bad debt expense was $170,738 in
2019.  Please tell us how you accounted for the remaining $574,288 increase in your
allowance.  In addition:
•Provide us with a rollforward quantifying and describing changes in the allowance
for each period presented ; and
•Revise to disclose an aging of your receivables for the periods presented and your
charge-off policy.
Investments - Other, page F-11
4.You state that you account for stock received from customers with no readily
determinable fair value using the cost method, less adjustments for impairment and that
during 2019 you received stock with a cost of $110,995 and recognized related
impairment expense of $35,198.  Please revise to disclose how you determine and
measure impairment for stock recognized using the cost method.
Note 6 - Stockholders' Equity, page F-16
5.You disclose that options granted have an exercise price ranging from $5.00 to $7.50.
We note from the stock option activity table on page F-18, that outstanding options have a
weighed average exercise price ranging from $0.33 to $7.30.  Please reconcile this
discrepancy.  Additionally, tell us why options granted in 2018 were issued at a significant
in-the-money margin whereas in 2019, options granted were issued at a significant out-of-
the-money margin.  Lastly, revise to disclose the number of and weighted average

 FirstName LastNameHoward Marks
 Comapany NameStartEngine Crowdfunding, Inc.
 May 13, 2020 Page 3
 FirstName LastName
Howard Marks
StartEngine Crowdfunding, Inc.
May 13, 2020
Page 3
exercise prices of options issued to non-employees for the periods presented.
            You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact John Stickel at 202-551-3324 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jamie Ostrow