UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
1-SA
| ☒ | SEMIANNUAL REPORT PURSUANT TO REGULATION A |
| or | |
| ☐ | SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A |
For
the fiscal semiannual period ended June 30, 2023
USA
Opportunity Income One, Inc.
(Exact
name of issuer as specified in its charter)
| Puerto Rico |
66-0985204 | |
|
(State incorporation |
(I.R.S. Identification |
|
|
404 San |
||
| (Full mailing address of principal executive offices) |
(800)
305-5310
(Issuer’s
telephone number, including area code)
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
semi-annual report on Form 1-SA of USA Opportunity Income One, Inc., a Puerto Rico corporation, contains certain forward-looking statements
that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking
terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,”
“outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,”
“could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements
are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating
projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions,
plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are
based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our
forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements and upon our business,
results of operations, financial condition, funds derived from operations, cash flows, liquidity and prospects include, but are not limited
to, the factors referenced in our offering circular dated April 10, 2023, filed pursuant to Rule 253(g)(2), under the caption
“RISK FACTORS” and which are incorporated herein by reference (https://www.sec.gov/Archives/edgar/data/1878379/000149315223011799/form253g2.htm).
When
considering forward-looking statements, you should keep in mind the foregoing risk factors and other cautionary statements in this report.
Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date
of this report. The matters summarized below and elsewhere in this report could cause our actual results and performance to differ materially
from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore,
except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date
of this report, whether as a result of new information, future events or otherwise.
Item
1. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless
the context otherwise requires or indicates, references in this Semi-Annual Report on Form 1-SA to “us,” “we,”
“our”, “ours” or the “Company” refer to USA Opportunity Income One, Inc., a Puerto Rico corporation.
You should read the following discussion and analysis of our financial condition and results of operations together with our financial
statements and the related notes and other financial information included elsewhere in this Semi-Annual report.
General
We
are a newly formed internally managed company and to date our activities have involved the organization of our Company and preparing
for and conducting the Offering, as such term is defined below. On August 3, 2021, the Company was formed under the name USA Opportunity
Income Fund, Inc., as a Puerto Rican corporation and, on October 8, 2021, the Company issued 3,000 shares of its $0.01 per share par
value common stock as founders shares in exchange for incorporation services provided to Dania Echemendia (1,000 shares), Andrew Murray
(1,000 shares), and Richard Meruelo (1,000 shares). On January 26, 2022 the Company changed its name to USA Opportunity Income One, Inc.
Pursuant
to an offering circular dated April 10, 2023 which was filed by the Company with the Securities and Exchange Commission pursuant
to Rule 253(g)(2) and which can be viewed at https://www.sec.gov/Archives/edgar/data/1878379/000149315223011799/form253g2.htm,
the Company is offering up to $75,000,000 (the “Offering”) of its “USA Real Estate Bonds” on a best efforts
basis in increments of $1,000.00, in a “Tier 2 Offering” under Regulation A. For more information on the terms of USA Real
Estate Bonds being offered, please see “Description of the USA Real Estate Bonds” beginning on page 63 of the
Company’s offering circular. The USA Real Estate Bonds bear simple interest at (i) 7% per annum or (ii) 12% per annum,
which will be payable on a monthly-basis (payable in arrears on the last day of each month
and continuing on the last day of each month until the earlier of repayment, redemption or maturity).
We
are an early-stage company which plans to implement our business model. Our business model is centered primarily around originating mortgages
and other liens on and interests in real estate. We anticipate that (i) at least 80% of our assets will consist of “mortgages and
other liens on and interests in real estate” (“Qualifying Interests”), including, bridge senior secured money lending
and mezzanine lending related to real estate and real estate development projects and (ii) not more than 20% of our total assets consist
of assets that have no relationship to real estate, assets that have no relationship to real estate constituting no more than 20% of
our assets, including, but not limited to, investing in preferred equity interests and up to 5% of the net proceeds for working capital
and general corporate purposes, provided the amount and nature of such activities do not cause us to lose our exemption from regulations
as an investment company pursuant to the Investment Company Act of 1940, or the “40 Act.” Qualifying Interests are assets
that represent an actual interest in real estate or are loans or liens “fully secured by real estate” but exclude securities
in other issuers engaged in the real estate business.
We
have not yet commenced active operations. We anticipate we will commence lending and investing operations upon raising sufficient funds
from sales of our USA Real Estate Bonds pursuant to our Offering.
Results
of Operations
As
of June 30, 2023, the Company had commenced its Offering but had not commenced making loans and investments. For the six
months ended June 30, 2023, our total revenues from operations were $103. Operating costs for the same period including
mostly organization fees shown as “General and administrative expense” were $62,853. Net loss for the period was $62,750.
For the six months ended June 30, 2022, our total revenues from operations were $0. Operating costs for the same period
including mostly organization fees shown as “General and administrative expense” were $104,933. Net loss for the period was
$104,933.
The
Company was formed on August 3, 2021.
Liquidity
and Capital Resources
At
June 30, 2023 we had cash on hand of $47,259. At December 31, 2022 we had cash on hand of $1,137. We do not
have any external sources of capital and are dependent upon advances from our shareholders and/or affiliates of our shareholders to provide
funds for our operations until we begin receiving sufficient proceeds from the sale of USA Real Estate Bonds in the Offering. Our shareholders
and/or affiliates of our shareholders, however, are under no obligation to advance us any funds. The Company has entered into an oral
agreement with a lender (the “Lender”), an affiliate of Richard Meruelo who is currently a 33% shareholder of the Company,
to reimburse the Lender for advances made to the Company by the Lender for initial organizational and offering expenses. Such reimbursement
is to be made by the Company as cash becomes available to the Company and such reimbursement is planned to be made using a portion of
the proceeds of the Offering. As of June 30, 2023, advances to the Company by the Lender totaled $430,994. As of December
31, 2022, advances to the Company by the Lender totaled $377,122. These advances have no maturity date or interest rate.
Potential
future sources of capital include secured or unsecured financings from banks or other lenders and establishing additional lines of credit.
Note that, currently, we have not identified any additional source of financing, other than the proceeds from our Offering, and there
is no assurance that such sources of financing will be available on favorable terms or at all.
This
Semi-Annual Report has been prepared assuming that the Company will continue as a going concern. The Company has not yet generated any
revenue and has no operating history. These conditions raise substantial doubt about the Company’s ability to continue as a going.
Item
2. Other Information.
None.
Item
3. Financial Statements.
INDEX
TO FINANCIAL STATEMENTS
USA
Opportunity Income One, Inc.
|
June |
December 31, 2022 |
|||||||
| ASSETS | ||||||||
| Current Assets |
||||||||
| Unrestricted cash |
$ | 47,259 | $ | 1,137 | ||||
| Restricted cash |
– | – | ||||||
| Accounts receivable |
– | – | ||||||
| Prepaid expenses | – | 5,000 | ||||||
| Total Current Assets |
47,259 | 6,137 | ||||||
| Due to/from related parties |
– | – | ||||||
| Capitalized bond issuance costs |
– | – | ||||||
| FF&E | – | – | ||||||
| First trust deed mortgages |
– | – | ||||||
| Other trust deed mortgages |
– | – | ||||||
| Unsecured loans receivable |
– | – | ||||||
| Preferred equity interests |
– | – | ||||||
| TOTAL ASSETS |
$ | 47,259 | $ | 6,137 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) |
||||||||
| Current Liabilities |
||||||||
| Accounts payable |
$ | 0 | $ | 0 | ||||
| Advances from related party |
430,994 | 377,122 | ||||||
| Total Current Liabilities |
430,994 | 377,122 | ||||||
| Bonds issued and oustanding at par |
51,000 | 1,000 | ||||||
| Commitments and contingencies |
– | – | ||||||
| Common stock at par |
30 | 30 | ||||||
| Additional paid in capital |
– | – | ||||||
| Retained earnings |
(434,765 | ) | (372,015 | ) | ||||
| Total Equity |
(434,735 | ) | (371,985 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) |
$ | 47,259 | $ | 6,137 | ||||
USA
Opportunity Income One, Inc.
| For the six months ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| Revenues | ||||||||
| Interest income | $ | 103 | $ | 0 | ||||
| Preferred equity dividends | – | – | ||||||
| Originations points and related fees | – | – | ||||||
| Other fee income | – | – | ||||||
| Total Revenues | – | – | ||||||
| Operating Expenses | ||||||||
| Marketing expense | – | – | ||||||
| Underwriting expense | – | – | ||||||
| Servicing expense | – | – | ||||||
| Bad debt expense | – | – | ||||||
| General & administrative expense | (62,853 | ) | (104,933 | ) | ||||
| Amortization of issuance costs | – | – | ||||||
| Interest expense on bonds | – | – | ||||||
| Total Operating Expenses | (62,853 | ) | (104,933 | ) | ||||
| Income/(Loss) before income taxes | (62,750 | ) | (104,933 | ) | ||||
| Provision for income taxes | – | – | ||||||
| Net Income/(Loss) | $ | (62,750 | ) | $ | (104,933 | ) | ||
| Net Income per share (basic and fully diluted) | $ | (20.92 | ) | $ | (34.98 | ) | ||
| Shares outstanding (basic and fully diluted) | 3,000 | 3,000 | ||||||
USA
Opportunity Income One, Inc.
Statement
of Changes in Stockholders’ Equity/(Deficit)
For the six months ended June 30, 2022 and
June 30, 2023
| Total | ||||||||||||||||||||
| Additional | Stockholders’ | |||||||||||||||||||
| Common Stock | Paid In | Retained | Equity/ | |||||||||||||||||
| Shares | Amount | Capital | Earnings | (Deficit) | ||||||||||||||||
| Balance at Dec 31, 2022 | 3,000 | $ | 30 | $ | 0 | (372,015 | ) | (371,985 | ) | |||||||||||
| Issuance of Common Stock | – | – | – | – | – | |||||||||||||||
| Net Income/(Loss) | – | – | – | (62,750 | ) | (62,750 | ) | |||||||||||||
| Balance at June 30, 2023 | 3,000 | $ | 30 | $ | 0 | $ | (434,765 | ) | $ | (434,735 | ) | |||||||||
| Total | ||||||||||||||||||||
| Additional | Stockholders’ | |||||||||||||||||||
| Common Stock |
Paid In |
Retained | Equity/ | |||||||||||||||||
| Shares | Amount | Capital | Earnings | (Deficit) | ||||||||||||||||
| Balance at Dec 31, 2021 |
$ | 0 | $ | 30 | $ | 0 | (131,150 | ) | (131,120 | ) | ||||||||||
| Issuance of Common Stock |
3,000 | – | – | (104,933 | ) | (104,933 | ) | |||||||||||||
| Net Income/(Loss) |
– | – | – | – | – | |||||||||||||||
| Balance at June 30, 2022 |
3,000 | $ | 30 | $ | 0 | $ | (236,083 | ) | $ | (236,053 | ) | |||||||||
USA
Opportunity Income One, Inc.
| For the six months ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net income/(loss) | $ | (62,750 | ) | $ | (104,933 | ) | ||
| Increase/(Decrease) in accounts payable | – | – | ||||||
| Increase/(Decrease) in due to/from related parties | 53,872 | 105,003 | ||||||
| (Increase)/Decrease in accounts receivable/prepaid expenses | 5,000 | – | ||||||
| Net Cash Used in Operating Activities | (3,878 | ) | 70 | |||||
| Cash Flows from Investing Activities | ||||||||
| Originations of loans | – | – | ||||||
| Repayments of loans | – | – | ||||||
| Net Cash Used in Investing Activities | – | – | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds of issuance of common stock | – | – | ||||||
| Proceeds from issuance of unsecured bonds | 50,000 | – | ||||||
| Net Cash Provided by Financing Activities | 50,000 | – | ||||||
| Net Change in Cash | $ | 46,122 | $ | 70 | ||||
| Cash at beginning of period | 1,137 | 100 | ||||||
| Cash at end of period | $ | 47,259 | $ | 170 | ||||
USA
Opportunity Income One, Inc.
Notes
to the Unaudited Financial Statements
As
of June 30, 2023
Note
1 – Formation and Organization
USA
Opportunity Income One, Inc. (the “Company”) is a corporation organized under the laws of the State of Puerto Rico on August
3, 2021. As of December 31, 2022 and June 30, 2023, the Company has commenced capital raising operations. These
financial statements are for the semi-annual period ended June 30, 2023. The Company’s fiscal year end is December 31.
The
Company was organized to identify and originate mortgages and other liens on and interests in real estate in primary and secondary metropolitan
markets in the state of Florida.
The
Company has filed an offering statement on Form 1-A with the Securities and Exchange Commission (“SEC”) with respect to an
offering of up to $75 million in bonds. consisting of (i) “7% USA Real Estate Bonds” and (ii) “12% USA Real Estate Bonds” The terms of these bonds are as follows:
7%
USA Real Estate Bonds:
| ● | are priced at $1,000 each; |
|
| ● | represent a full and unconditional obligation of our company; |
|
| ● | bear interest at 7% per annum; |
|
| ● | mature on December 31, 2031; |
|
| ● | are subject to repayment (i) at the demand of a bondholder beginning in the first month after the second anniversary of the date of purchase of USA Real Estate Bonds by such bondholder and (ii) in the case of a bondholder’s death, bankruptcy or total permanent disability, each subject to notice, discounts and other provisions contained in the Company’s offering circular; |
|
| ● | are subject to an interest reserve fund for the repayment of bondholders which shall be funded with an amount equal to one year’s interest payments up to a maximum of 7% of the total amount of USA Real Estate Bonds sold; |
|
| ● | are subject to redemption by the Company at any time after the second anniversary of the first sale of USA Real Estate Bonds; provided that a partial redemption complies with applicable tender offer rules; |
|
| ● | rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the USA Real Estate Bonds by their terms; |
|
| ● | are transferable; |
|
| ● | are unsecured; and |
|
| ● | are governed and construed in accordance with the laws of Puerto Rico |
12%
USA Real Estate Bonds:
| ● | are priced at $1,000 each; |
|
| ● | represent a full and unconditional obligation of our company; |
|
| ● | bear interest at 12% per annum.; |
|
| ● | mature 3 years from the issue date; |
|
| ● | are subject to repayment in the case of a bondholder’s death, bankruptcy or total permanent disability, each subject to notice, discounts and other provisions contained in the Company’s offering circular; |
|
| ● | are subject to redemption by the Company at any time after the second anniversary of the issue date of a bondholder’s bond; provided that a partial redemption complies with applicable tender offer rules; |
|
| ● | rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the USA Real Estate Bonds by their terms; |
|
| ● | are transferable; |
|
| ● | are unsecured; and |
|
| ● | are governed and construed in accordance with the laws of Puerto Rico |
Note
2 – Summary of Significant Accounting Policies and Practices
| (a) | Basis of Presentation |
The
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
(“GAAP”).
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
| (c) | Risks and Uncertainties |
The
Company does not have an operating history and has not generated any revenue through the origination of mortgages and other liens on
and interests in real estate. The Company’s business and operations are sensitive to general business and economic conditions,
including the impact of the COVID-19 pandemic, along with any related local, state and federal government policy decisions. Factors beyond
the Company’s control could cause fluctuations in these conditions, including the ability to raise funds to acquire real estate
investments, the availability of real estate investments to acquire, and changes to Regulation A Tier 2 requirements. Adverse developments
in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and
the results of its operations.
| (d) | Cash and Cash Equivalents |
Cash
consists of amounts the Company has on deposit with a major commercial financial institution. Cash equivalents include short term investments,
stated at cost plus interest, which approximates fair value, with an original maturity of less than 90 days.
Cash
may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit and the Company mitigates credit risk by placing
cash with major financial institutions.
| (e) | Organization and Offering Costs |
Organizational
and offering expenses in connection with the offering include all expenses to be paid by the Company in connection with the offering.
Organization costs will be expensed as incurred and syndication costs will be reflected as a reduction of stockholder’s equity.
Initial
organization and offering expenses will be paid by founders and/or affiliates of the founders of the Company. The Company will reimburse
the founders and/or affiliates of the Company an amount up to $1,125,000 from the gross bond offering proceeds for these initial expenses.
As
of December 31, 2022, founders and/or affiliates of the founders of the Company have paid $377,122 of organizational and
offering costs on behalf of the Company. As of June 30, 2023, founders and/or affiliates of the founders of the Company have paid
$430,994 of organizational and offering costs on behalf of the Company.
The
Company has entered into an oral agreement with an affiliate of a founder to reimburse from Company cash when available any initial organizational
and offering expenses paid by this affiliate of a founder.
No
provision for federal income taxes has been made in the accompanying financial statements. In certain instances, the Company may be subject
to certain state and local taxes depending on the location and jurisdiction of any real estate investments made by the Company.
The
Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized
income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition
or measurements are reflected in the period in which the change in judgment occurs. As of December 31, 2022 and June 30, 2023,
the Company had no material unrecognized tax benefits.
| (g) | Liquidity and Going Concern: |
The
Company has issued a limited amount of Bonds as of December 31, 2022 and June 30, 2023, has only commenced
capital raising operations, and does not have sufficient cash or a source of revenue sufficient to cover future organizational,
offering and operation costs. As of December 31, 2022 and June 30, 2023, the Company has not made any significant
investments into cash flowing assets and have not generated any significant revenues. These factors raise substantial doubt regarding
the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial
statements do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will be dependent upon
the raising of additional capital through issuance of Bonds in order to implement its business plan. There can be no assurance that the
Company will be successful in this situation in order to continue as a going concern. The Company is funding its initial expenses from
payments of expenses by founders of the Company.
| (h) | Earnings per share, basic and diluted |
Basic
net income per share will be computed by allocating net income to common shares and using the weighted-average number of common shares
outstanding during the period.
Diluted
net income per share will be computed using the weighted-average number of common shares and, if dilutive, the potential common shares
outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options.
The dilutive effect of outstanding stock options is reflected in diluted earnings per share. The Company has no outstanding stock options.
| (i) | New accounting pronouncements – not yet adopted |
The
Financial Accounting Standards Board has issued the following Accounting Standard Update ASU No. 2016-01, Financial Instruments,
ASU 2016-02, Leases, ASU 2016-13, Financial Instruments – Credit Losses, ASU No. 2016-15, Statement of Cash Flows.
Recent
accounting pronouncements that the Company has yet to adopt or that will be required to adopt in the future are summarized below.
In
January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825- 10), Recognition and Measurement
of Financial Assets and Financial Liabilities. The provisions of the update require equity investments to be measured at fair value with
changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily
determinable fair values at cost minus impairment. The update also simplifies the impairment assessment of equity investments without
readily determinable fair values by requiring a qualitative assessment to identify impairment. It also eliminates the requirement to
disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and eliminates
the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for
financial instruments measured at amortized cost on the balance sheet. ASU No. 2016-01 requires public business entities to use the exit
price notion when measuring the fair value of financial instruments for disclosure purposes. It also requires an entity to present separately
in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific
credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial
instruments.
The
update requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the
accompanying notes to the financial statements. In addition, the update clarifies that an entity should evaluate the need for a valuation
allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax
assets
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), Conforming Amendments Related to Leases. This ASU amends the codification
regarding leases in order to increase transparency and comparability. The ASU requires companies to recognize lease assets and liabilities
on the balance sheet and disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments
and a right-of-use asset representing its right to use the leased asset for the lease term.
In
June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial
Instruments. The amendments introduce an impairment model that is based on expected credit losses (“ECL”), rather than incurred
losses, to estimate credit losses on certain types of financial instruments (ex. loans and held to maturity securities), including certain
off-balance sheet financial instruments (ex. Commitments to extend credit and standby letters of credit that are not unconditionally
cancellable). The ECL should consider historical information, current information, and reasonable and supportable forecasts, including
estimates of prepayments, over the contractual term. An entity must use judgment in determining the relevant information and estimation
methods that are appropriate in its circumstances. Financial instruments with similar risk characteristics may be grouped together when
estimating the ECL. The ASU also amends the current available for sale security impairment model for debt securities whereby credit losses
relating to available for sale debt securities should be recorded through an allowance for credit losses.
In
August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and
Cash Payments. The amendments in this ASU clarify the proper classification for certain cash receipts and cash payments, including clarification
on debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after
a business combination, proceeds from the settlement of insurance claims, and proceeds from the settlement of corporate-owned life insurance
policies, including bank-owned life insurance policies, among others.
| (j) | Fair value – hierarchy of fair value |
In
accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures, the Company discloses the fair value of its assets and
liabilities in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest
priority to valuations based upon unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority
to valuations based upon unobservable inputs that are significant to the valuation. FASB ASC820-10-35-39 to 55 provides three levels
of the fair value hierarchy as follows:
Level
One – Inputs use quoted prices in active markets for identical assets or liabilities of which the Company has the ability to access.
Level
Two – Inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar
assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted
intervals.
Level
Three – Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity
for the related asset.
Note
3 – Stockholder’s Equity/(Deficit)
As
of August 3, 2021, 3,000 shares of a single class of common share with a par value of $0.01 per share have been authorized. As of October
8, 2021, the Company issued 3,000 shares, 1,000 shares each to each of the three founders as founders shares.
Note
4 – Related-Party Transactions
No
fees will be paid by the Company to any affiliates of the founders of the Company. The Company is only expected to reimburse the founders
of the Company for initial organizational and offering expenses such as legal and other professional services paid by the founders of
the Company. These advances have no maturity or interest rates associated with them. Such reimbursement shall be treated as expenses
of the Company and shall not be deemed to constitute distributions to any stockholders of the Company.
Note
5 – Commitments and Contingencies
The
Company may become subject to various legal proceedings. However, as of December 31, 2022 and June 30, 2023, the Company
is not subject to any material pending or threatened legal proceedings. Initial organization and offering costs paid by founders of the
Company on behalf of the Company are expected to be subject to future reimbursement from the Company. See Note 2 for further information.
Note
6 – Subsequent Events
The
Company has evaluated events through September 16, 2023, and determined that there are no additional subsequent events
other than the above that required disclosure.
Item
4. Exhibits.
*Filed
previously.
**
Filed with Form 1-A POS on March 29, 2023.
SIGNATURES
Pursuant
to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly organized.
| Dated: September 28, 2023 |
USA Opportunity Income One, Inc. |
|
| By: | /s/ Dania Echemendia |
|
| Dania Echemendia |
||
| President, principal executive officer |
||
Pursuant
to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities
and on the dates indicated.
| Dated: September 28, 2023 |
/s/ Dania Echemendia |
| Dania Echemendia |
|
| President and director (principal executive officer) |
|
| Dated: September 28, 2023 |
/s/ Andrew Murray |
| Andrew Murray |
|
| Chief Financial Officer and director (principal financial and accounting officer) |
