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United States securities and exchange commission logo
April 24, 2024
Dania Echemendia
President
USA Opportunity Income One, Inc.
404 Ave Constitucion #208
San Juan, PR 00901
Re:USA Opportunity Income One, Inc.
Post-Qualification Amendment No. 4 to
Offering Statement on Form 1-A
Filed April 10, 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. Unless we note otherwise, any
references to prior comments are to comments in our March 20, 2024 letter.
Post-Qualification Amendment No. 4 to Offering Statement on Form 1-A
General
1.We note your disclosure on the cover page that the offering is expected to expire "on the
first of (i) all of the USA Real Estate Bonds offered are sold; or (ii) the close of business
90 days after the date that this Post-Qualification Amendment is deemed qualified by the
SEC, unless sooner terminated or extended for additional 90 day-incremental periods in
the sole discretion of the Company (the “Termination Date”). The 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. Since the commencement of the Offering in March of 2022, the Company’s
Board of Directors has extended the offering period for additional 90 day-incremental
offering periods a total of 7 times, with 2 such extensions in 2022, 4 such extensions in
2023 and 1 such extension in 2024." Please revise to state that the offering may not be
more than three years since the initial qualification date of the offering statement under

 FirstName LastNameDania Echemendia
 Comapany NameUSA Opportunity Income One, Inc.
 April 24, 2024 Page 2
 FirstName LastName
Dania Echemendia
USA Opportunity Income One, Inc.
April 24, 2024
Page 2
which the securities are being offered and sold.
2.We note your disclosure on the cover page that you may extend the 90-day offering
period. Please confirm that if you extend the initial 90 day offering period, you will file a
post-qualification amendment or offering circular supplement to give notice of any such
extension.
3.We note your response to prior comment 2 that you expect to sell the remaining USA Real
Estate Bonds in the approximate amount of $75 million before March 9, 2025. Please
revise your risk factors and business sections to explain how you plan to reach
profitability if you cannot raise a significant percentage of this offering amount and
describe the related material risks to investors.
            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.