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May 15, 2023
Armin Afzalipour
Co-President
MCI Income Fund VII, LLC
2101 Cedar Springs, Suite 700
Dallas, Texas 75201
Re:MCI Income Fund VII, LLC
Amendment No. 2 to
Offering Statement on Form 1-A
Filed March 23, 2023
File No. 024-12073
Dear Armin Afzalipour:
            We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 23, 2023 letter.
Amendment No. 2 To Offering Statement on Form 1-A Filed March 23, 2023
Offering Circular Summary
The Developer, page 3
1.We note your revised disclosure that the Developer may contract with affiliates of
Megatel Capital Investment, LLC.  Please explain that if the developer intends to
competitively bid the services, why it may be likely that the Megatel affiliates would
provide the services.

 FirstName LastNameArmin Afzalipour
 Comapany NameMCI Income Fund VII, LLC
 May 15, 2023 Page 2
 FirstName LastName
Armin Afzalipour
MCI Income Fund VII, LLC
May 15, 2023
Page 2
Organizational Chart, page 44
2.We note your response to comment 1.  The revised organizational chart shows MCI
Capital Investment, LLC as the manager, but we understand that the manager is Megatel
Capital Investment, LLC.  Please revise or advise.
Track Record of Our Sponsor, page 64
3.We note your response comment 2.  Given the common ownership of all the entities in the
organizational structure and with ownership of prior programs, we believe a complete
response will provide material information to investors.  Therefore, we reissue the
comment.

It appears that the sponsor's track record of its prior programs would present meaningful
material information to investors. With a view toward disclosure, please tell us the
sponsor's track record, including historical prior programs, operations of prior programs,
acquisition data and commissions, management compensation and other compensation
data, any material adverse business developments experienced by any prior programs, or
provide us with a detailed analysis as to why this information is not material to investors.

In addition, we note your disclosure that the primary investment objectives of your private
real estate lending programs include lending capital to Megatel for the acquisition of real
property for development and construction activities. Please provide us with a description
of the contractual arrangements that exist between your prior programs and Megatel
including interest charged, repayment terms, and guarantees.
General
4.Please revise to include MCI Development 1, LLC as a co-issuer of the securities offered
and include all related disclosure for MCI Development 1, LLC or advise.
            You may contact Eric McPhee at 202-551-3693 or Robert Telewicz at 202-551-3438 if
you have questions regarding the financial statements and related matters.  Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Robert R. Kaplan, Jr.