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March 20, 2024
Dania Echemendia
President and Director
USA Opportunity Income One, Inc.
404 Ave Constitucion #208
San Juan, PR 00901
Re:USA Opportunity Income One, Inc.
Post-Qualification Amendment No. 3 to
Offering Statement on Form 1-A
Filed March 6, 2024
File No. 024-11699
Dear Dania Echemendia:
            We have reviewed your amendment and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A
General
1.Please revise for consistency your disclosure on page 4 that the 12% bonds are priced at
$1,000 per bond with your disclosure on pages 8 and 40 that you have "sold two 12%
USA Real State Bonds in the Offering for a total of $150,000."
2.Please tell us how you can "reasonably expect" to sell almost $75 million in bonds over
the next 12 months, as disclosed in the milestones section on pages 51-52, when you have
only sold $151,000 worth of bonds in a period of over 24 months after qualification of the
original offering statement. Please revise your disclosure accordingly or provide the basis
for your anticipated sales of almost $75 million in bonds over the next 12 months. Note
that under Rule 251(d)(3)(i)(F), securities may be offered in an amount that at the time of
qualification is reasonably expected to be offered and sold within two years, even though
the offering statement may be used for up to three years if it meets the conditions of the
rule.

 FirstName LastNameDania Echemendia
 Comapany NameUSA Opportunity Income One, Inc.
 March 20, 2024 Page 2
 FirstName LastName
Dania Echemendia
USA Opportunity Income One, Inc.
March 20, 2024
Page 2
Risk Factors
Risks Related to USA Real Estate Bonds and this Offering
There is a risk that in the event of death, total permanent disability or bankruptcy, page 37
3.We note your disclosure that you have an obligation to repay the bonds within a certain
period of time in the event of death, total disability or bankruptcy of a bondholder and
may have insufficient funds to make repayments to bondholders in these circumstances
and the respective risks. If applicable, please disclose whether there is material risk to
shareholders that such redemptions could result in an event of default.
Plan of Distribution
Offering Period and Expiration Date, page 77
4.We note your disclosure throughout this offering circular that "[t]he initial 90-day offering
period and any additional 90 day-incremental offering periods will, in the aggregate, not
exceed 12 months from the date of this Offering Circular, pursuant to Rule 251(d)(3) of
Regulation A." We also note similar disclosure referring to the original 90-day offering
period, in the offering statement qualified on March 9, 2022 and the two post-qualification
amendments qualified on April 10, 2023. However, it does not appear that the original 90-
day offering period has been extended at any time during the past two years. Please
advise. Refer to Rule 251(d)(3).
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.
            Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Laura Anthony, Esq.