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                              June 22, 2022

       Howard Marks
       Chief Executive Officer
       StartEngine Crowdfunding, Inc.
       3900 West Alameda Avenue
       Suite 1200
       Burbank, CA 91505

                                                        Re: StartEngine
Crowdfunding, Inc.
                                                            Amendment No. 1 to
Form 10-12G
                                                            Filed June 6, 2022
                                                            File No. 000-56415

       Dear Mr. Marks:

              We have reviewed your amended filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments. Unless we note otherwise, our
references to prior
       comments are to comments in our May 3, 2022 letter.

       Amendment No. 1 to Form 10-12G filed June 6, 2022

       Critical Accounting Policies, page 21

   1.                                                   We note your response
to prior comment 7 and your revised disclosures. We reissue our
                                                        comment as it relates
to the estimation uncertainty related to your investments collectibles
                                                        and real estate,
including impairment risk.
       Item 10. Recent Sales of Unregistered Securities, page 33

   2.                                                   You disclose common
stock sales from March 2019 through December 19, 2021,
                                                        including that for
common stock sold from March 11, 2019 through July 7, 2020 you had
                                                        not yet received funds
for all the sales. Please tell us how this activity reconciles to the
                                                        activity presented in
the Consolidated Statements of Stockholders' Equity on page F-5.
 Howard Marks
FirstName
StartEngineLastNameHoward   Marks
            Crowdfunding, Inc.
Comapany
June       NameStartEngine Crowdfunding, Inc.
     22, 2022
June 22,
Page 2 2022 Page 2
FirstName LastName
Consolidated Financial Statements, page F-3

3.       We note the revisions made to your financial statements for the year
ended December 31,
         2021 as well as the updated date of your auditor's report. Tell us how
you considered the
         guidance in ASC 250-10-20 (definition in glossary) and ASC
250-10-45-22 to 45-28 as
         well as SAB 99 in concluding that the changes should not be reported
as an error in
         previously issued financial statements. Otherwise, revise to comply
with that guidance by
         providing all the information required by ASC 250-10-50- 7, label the
appropriate
         columns of the financial statements as "Restated" and have your
auditor revise its report to
         reference the restatement consistent with paragraph 18e. of PCAOB
Auditing Standard
         3101. In addition, tell us how you considered the impact of the
revisions on your internal
         controls.
4.       Please revise to include updated financial statements as of and for
the quarter ended
         March 31, 2022, as required by Rule 8-08 of Regulation S-X.
Note 2. Summary of Significant Accounting Policies, page F-7

5.       We note your response to prior comment 11. Please revise to include
the carrying
         amounts of your collectible investments by category, for example art,
wine, memorabilia
         and other collectible assets. In addition, revise to include the
carrying amounts of your
         real estate investments by category, for example by portfolio type,
e.g. commercial,
         residential.
6.       We note your response to prior comment 16 and that the increase in the
allowance of
         $256,525 was written off directly against deferred revenue at the time
of invoicing.
         Please address the following:

                Tell us why if accounts deemed unlikely to pay and were written
off, you have an
              outstanding allowance for these accounts;
                Tell us how you recognized the bad debt expense for the
accounts deemed unlikely to
              pay;
                Tell us how recognizing the increase in the allowance directly
against deferred
              revenue complies with ASC 310-10-35-24; and
                Tell us the original offsetting account to which you recognized
the deferred revenue
              of $256,525 and if not cash, why.
7.       We note your response to prior comment 12. You disclose here that
investment stock
         received from customers has no readily determinable fair value,
generally represents small
         amounts of ownership in your customers and that you account for
investment stock
         received using the cost method, less adjustments for impairment in
accordance with ASC
         321-10-35-2. Please explain the following:
             Why you disclose on page F-9 that investment stock is measured at
fair value on a
             recurring basis as a Level 3 measurement.
             Why you recognized a change in fair value for investment stock of
$.3 million for the
 Howard Marks
StartEngine Crowdfunding, Inc.
June 22, 2022
Page 3
              year ended December 31, 2021.
                How investment stock received with a cost of $2.9 million and
impairment expense
              of $.4 million as disclosed on page F-11 reconciles to Level 3
Investment Stock
              activity presented on page F-10.
Note 7. Income Taxes, page F-20

8.       We note your response to prior comment 21 and the related adjustment
to your effective
         tax rate reconciliation. Please tell us how you determined the
stock-based compensation
         adjustment of -65.8%, including why you have not recognized a deferred
tax asset related
         to stock-based compensation in prior periods. Please also tell us how
you determined the
         change in the valuation allowance adjustment of 54.1%. Refer to ASC
740-10-50-14.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        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 Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any
other questions.



FirstName LastNameHoward Marks                               Sincerely,
Comapany NameStartEngine Crowdfunding, Inc.
                                                             Division of
Corporation Finance
June 22, 2022 Page 3                                         Office of Finance
FirstName LastName