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CORRESP
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Mr. John Stickel

Mr. J. Nolan McWilliams

Office of Financial

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

May 18, 2020

 Re: StartEngine Crowdfunding,
Inc.

Amendment
No. 1 to

Offering
Statement on Form 1-A

Filed
May 1, 2020

File
No. 024-11177

Dear Mr. Stickel and Mr. McWilliams:

Thank you for your comments of May 13, 2020 regarding the Offering
Statement of StartEngine Crowdfunding, Inc. (the “company”). We appreciate the opportunity to respond to your comments.

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.

We have revised the disclosure on page 12.

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.

The company has revised Note 2 of the financial statements
to reflect the number of portfolio companies held as well as the number of companies for which it recognized a decline in fair
value for the periods presented. In addition, we have added disclosure on page 31 to describe the factors that drove the decline
in the investment warrants in 2019.

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.

The company’s allowance for doubtful accounts as of
December 31, 2019 was $121,183. The previous amount disclosed was incorrectly disclosed. The company has revised the disclosure
in Note 2 of its financial statements to reflect the accurate amount.

The company provides an allowance for the receivable amounts
when collection is considered doubtful. Once all collection efforts have been exhausted and/or it is certain it will not be able
to complete services due to non-performance of the customer, the company charges off the receivable with the allowance for doubtful
accounts. The company has modified Note 2 on its financial statements to reflect this.

The rollforward
of the activity in our allowance for doubtful accounts for the periods presented was as follows:

    Allowance for doubtful accounts at December 31, 2017
    $ 22,700

    Bad debt expense
      145,341

    Amounts charged-off
      (95,318 )

    Allowance for doubtful accounts at December 31, 2018
      72,723

    Bad debt expense
      170,738

    Amounts charged-off
      (122,278 )

    Allowance for doubtful accounts at December 31, 2019
    $ 121,183

In addition, the company has evaluated the disclosure requirements
in ASC 310-10-50-7a and 7b and determined that it does not have any financing receivables that would require disclosure of the
receivable aging. The company’s receivables are all trade accounts receivable with contractual maturity periods of one year
or less and that arose from the sale of services. The company’s receivables are all expected to be collected in the near
term.

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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.

The company has revised Note 2 of the financial statements
to reflect that at each reporting period, management reviews the list of stock held by the company to identify any customers that
are no longer in business. The company also reviews the customers who undertook campaigns, but failed to raise a significant sum
of money in relation to their maximum target raise indicating that the likelihood of future economic benefit of the stock is remote.
Any amounts identified meeting these criteria are deemed impaired.

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 exercise prices of options issued to non-employees for the
periods presented.

We have revised the disclosure in Note 6 accordingly, including
to clarify that the price range reflects only the options granted in 2019. We note that in April 2018, the company changed its
methodology for determining the fair market value of its Common Stock. Since then, the company aims to set the exercise price at
the current price for its offerings under Regulation A and Regulation CF.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of StartEngine Crowdfunding, Inc. If you have additional questions or comments, please contact me at
jamie@crowdchecklaw.com.

Sincerely,

/s/ Jamie Ostrow

Jamie Ostrow

CrowdCheck Law LLP (f/k/a KHLK LLP)

cc: Howard Marks

Chief Executive Officer

StartEngine Crowdfunding, Inc.

750 N San Vicente Blvd.

Suite 800 West

West Hollywood, CA 90069

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