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    LAURA
    ANTHONY, ESQ.

    CRAIG
    D. LINDER, ESQ.*

    JOHN
    CACOMANOLIS, ESQ.**

    Associates
    and OF COUNSEL:

    CHAD
    FRIEND, ESQ., LLM

    MICHAEL
    R. GEROE, ESQ., CIPP/US***

    JESSICA
    HAGGARD, ESQ. ****

    christopher
    t. hines *****

    PETER
    P. LINDLEY, ESQ., CPA, MBA

    JOHN
    LOWY, ESQ.******

    STUART
    REED, ESQ.

    LAZARUS
    ROTHSTEIN, ESQ.

    SVETLANA
    ROVENSKAYA, ESQ.*******

    HARRIS
    TULCHIN, ESQ. ********

    WWW.ALCLAW.COM

    WWW.SECURITIESLAWBLOG.COM

    DIRECT
    E-MAIL: LANTHONY@ALCLAW.COM

*licensed
in CA, FL and NY

**licensed
in FL and NY

***licensed
in CA, DC, MO and NY

****licensed
in Missouri

*****licensed
in CA and DC

******licensed
in NY and NJ

*******licensed
in NY and NJ

********licensed
in CA and HI (inactive in HI)

May
7, 2024

VIA
ELECTRONIC EDGAR FILING

Office
of Finance

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    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
Ms. Adegbuyi and Ms. Aldave:

We
have electronically filed herewith on behalf of USA Opportunity Income One, Inc. (f/k/a USA Opportunity Income Fund, Inc., the “Company”)
Post-Qualification Amendment No. 5 (“Amendment No. 5”) to the above-referenced offering statement on Form 1-A originally
filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2021 (“Form 1-A”). Amendment
No. 5 is marked with < R > tags to show changes made from Post-Qualification Amendment No. 4 which was filed with the Commission
on April 10, 2024. In addition, we have included a narrative response, on behalf of the Company keyed to the comments of the staff of
the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Dania Echemendia dated
April 24, 2024. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.

Post-Qualification
Amendment No. 4 to Offering Statement on Form 1-A

General

    1.
    Comment:
    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 which the securities are being offered and sold.

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 5 to state that the offering may not be more
    than three years since the initial qualification date of the offering statement under which the securities are being offered and
    sold.

    2.
    Comment:
    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.

    Response:
    The Company acknowledges the Staff’s comment and confirms that if the Company extends the initial 90 day offering period,
    the Company will file a post-qualification amendment or offering circular supplement to give notice of any such extension.

    3.
    Comment:
    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.

    Response:
    In response to the Staff’s comment, the Company has revised the risk factors and business section in Amendment No. 5 to
    explain how the Company plans to reach profitability if the Company cannot raise a significant percentage of the offering amount
    and to describe the related material risks to investors.

If
the Staff has any further comments regarding the offering statement on Form 1-A, Amendment No. 5 or any subsequent amendments to the
Company’s offering statement on Form 1-A, please feel free to contact the undersigned.

    Anthony,
    Linder & Cacomanolis, PLLC

    By:
    /s/
    Laura Anthony

    Laura
    Anthony, Esq.

    cc:
    Aisha
    Adegbuyi/U.S. Securities and Exchange Commission

    Tonya
    Aldave/U.S. Securities and Exchange Commission

    Dania
    Echemendia/ USA Opportunity Income One, Inc.

    Craig
    D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC

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