PART II AND III

Explanatory Note

StartEngine Crowdfunding, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 13.

PART III

INDEX TO EXHIBITS

2.1 Second Amended and Restated Certificate of Incorporation*

2.2 Bylaws*

3. Amended and Restated Investors’ Rights Agreement*

4. Form of Subscription Agreement*

6.1 2015 Equity Incentive Plan*

6.2 Platform Agreement with NextGen CrowdFunding dated March 24, 2016*

6.3 Employment Agreement entered into January 2016 (Howard Marks)*

6.4 Employment Agreement entered into January 2016 (Ronald Miller)*

6.5 Severance Agreement and General Release dated November 2, 2016 (Ronald Miller)*

6.6 Observer Rights Agreement dated November 2, 2016 (Ronald Miller)*

8. Form of Escrow Agreement*

11. Consent of dbbmckennon*

12. Attorney opinion on legality of the offering*

13. “Test the waters” materials

15. Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference)*

*Previously filed

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Los Angeles, State of California, on September 26, 2017.

StartEngine Crowdfunding, Inc.

/s/  Howard Marks

StartEngine Crowdfunding, Inc.

CEO of StartEngine Crowdfunding, Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Howard Marks

Howard Marks, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director

Date: September 26, 2017

/s/ Ronald Miller

Ronald Miller, Director and Chairman

Date: September 26, 2017

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EX1A-13 TST WTRS

Exhibit 13

Index of materials:

1.	StartEngine Campaign Page	2
2.	Email: Investor Newsletter 9/21	5
3.	Email: Own Reserve in StartEngine's OPO 2	11
4.	Email: Reserve in StartEngine’s OPO	14
5.	Social Media Header	17

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Video TRANSCRIPT:

“Why I Chose StartEngine”

Description:

Five entrepreneurs who have used the StartEngine platform describe why they decided to host raises on StartEngine.

Transcript:

StartEngine as a platform, I think, fits with my philosophy. I think StartEngine allows me to showcase my brand, allows the investor to find me, and there's not a lot of auxiliary stuff out there outside of that. We had influencers and customers that had said, you know, I'd love to invest in this. I really believe what this brand represents, but I'm not an accredited investor. StartEngine came across because another local company had a lot of success on their StartEngine campaign, and we started to look into it deeper and thought, "Gosh this could be a vehicle for all these people who have reached out to us and said, 'I want to own a piece of this brand because I believe in it and I believe in its growth and I believe that it will get bigger'" and it's really just about spreading the word. StartEngine came about for us at an interesting time for as as we were beginning to launch because they're not only able to help us accumulate and aggregate capital but they bring us the ability for fans to have a more meaningful involvement. So what StartEngine has perfected and what they've really worked to make streamlined is really a more meaningful form of crowdfunding. One of the benefits is you're getting a lot of people to see your idea. So because of that, I've had people reach out to me that I would've not know about, right? And these are people that would be key to our business operations in the future. What I liked about StartEngine is it's really about the investor and it's about the entrepreneur, and the platform just helps facilitate that. I think it's very focused on exactly what it needs to do and I love that as a fix. As a philosophy, that was very comfortable for me, and that's why I went with StartEngine.

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VIDEO TRANSCRIPT
“StartEngine/Own”

Description

StartEngine CEO Howard Marks explains the philosophy behind StartEngine, and invites people to invest in the company.

Transcript

Hi there. I’m Howard Marks, Founder and CEO of StartEngine. I’m so excited to invite you to become an owner in our company, and in the future of finance!

In just over a year, we’ve helped over 50 companies raise over $35M in capital. After a company raises capital on StartEngine, it’s one step closer to achieving its potential.

Investing in the StartEngine company itself is your chance to get in early on a finance revolution unlike any other.

StartEngine exists to bring access to those who never had it before. For entrepreneurs, this means access to the capital they need to grow their businesses. For investors, this means access to investment opportunities that were previously reserved for the wealthy.

“Hey I’m Bryan Pate, the CEO of ElliptiGO, and earlier this year, we raised funds on StartEngine.”

“Hi I’m Angela, CEO of From Fat to Finish Line, and we raised funds on StartEngine.”

“StartEngine is our home, and it’s been a pleasure working with these guys.”

We’re defying, disrupting, and absolutely demolishing the old ways of investing. Now, everyone can have access to early companies. However, for over 80 years, capital investing was muted. It was mostly exclusive to a wealthy few. Now, we’re finally out of the dark ages, and we have opened it up to everybody. With StartEngine, our systems of funding companies are about to explode with potential.

Some say raising from the crowd is a self-fulfilling prophecy for success: The people who invest are the same people who really use the product or service. They know what works in the market. Finally, the crowd has a voice and a wisdom we can all take advantage of.

We are so excited— so excited— about the opportunities that will be opened for tens of thousands of companies in the coming years.

StartEngine is ready for owners like you to shape the future of our business. Join us, and own a part of this massively transformative industry!

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