SecProbe.io

January 10, 2020
George Murnane
President and Chief Executive Officer
Jet Token Inc.
10845 Griffith Peak Drive, Suite 200
Las Vegas, NV 89135
Re:Jet Token Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed December 12, 2019
File No. 024-11103
Dear Mr. Murnane:
            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 November 27, 2019 letter.
Amendment No. 1 to Form 1-A filed December 12, 2019
Summary
Our Company, page 5
1.We note your response to our prior comment 3.  Please revise your disclosure here and
throughout your offering circular to delete references to your intent to submit a no action
letter concerning the token or that you are seeking guidance from the Securities and
Exchange Commission.  Instead, limit your disclosure to state that you plan to structure
the token to be in compliance with applicable law, including the federal securities laws.
Please add a risk factor indicating that if you cannot structure the token in accordance with
applicable law, you may not be able to proceed with your business as planned.

 FirstName LastNameGeorge Murnane
 Comapany NameJet Token Inc.
 January 10, 2020 Page 2
 FirstName LastName
George Murnane
Jet Token Inc.
January 10, 2020
Page 2
Plan of Distribution and Selling Securityholders, page 40
2.We note your response to comment 10 that StartEngine Primary, LLC is acting as the
placement agent, intends to solicit investors, will receive a brokerage fee of 7.0% on the
amount raised from the sales of the Non-voting Common Stock, as well as warrants to
purchase up to 5.0% of the Non-voting Common Stock sold, and that it will utilize the
platform provided by its affiliate to process the sale of the securities.  In light of these
facts, please identify StartEngine Primary as an "underwriter" within the meaning of
Section 2(a)(11) of the Securities Act of 1933, as amended, or tell us why you do not
believe this is necessary.
Forum Selection Provision, page 42
3.We note your response to our prior comment 11.  We note that your disclosure states that
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.  Please ensure that the exclusive
forum provision in the subscription agreement states this clearly.
            You may contact Scott Anderegg, Staff Attorney at 202-551-3342 or Mara Ransom,
Office Chief at 202-551-3264 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services