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                              April 6, 2023

       Brandon Torres Declet
       Chief Executive Officer
       Unusual Machines, Inc.
       151 Calle De San Francisco
       Ste. 200 PMB 2106
       San Juan, Puerto Rico 00901-1607

                                                        Re: Unusual Machines,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed March 14,
2023
                                                            File No. 333-270519

       Dear Brandon Torres Declet:

             We have reviewed your amended registration 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 registration
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 registration 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
January 12, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed March 14,
2023

       General

   1.                                                   We resissue comment 1
of our letter dated January 12, 2023. Because you are using the
                                                        proceeds of this
offering to purchase the businesses of two affiliated entities, we continue
                                                        to believe that Fat
Shark Holdings, Ltd. and Rotor Riot LLC should be identified as co-
                                                        issuers on this
registration statement. Please revise accordingly.
       Cover Page

   2.                                                   Pease ensure that you
consistently disclose throughout your document the number of
                                                        shares that you are
offering. For example, the disclosure on pages 36 and 39 about "the
 Brandon Torres Declet
FirstName   LastNameBrandon Torres Declet
Unusual Machines,   Inc.
Comapany
April       NameUnusual Machines, Inc.
       6, 2023
April 26, 2023 Page 2
Page
FirstName LastName
         issuance and sale of 2,352,941 shares of common stock" in this
offering" is not consistent
         with the information concerning common stock in the fee table. Also,
please file as an
         exhibit the amendment to the Purchase Agreement mentioned on page 41.
The Business Combination, page 2

3.       Please ensure that you have updated the disclosure in this section to
the extent
         practicable. For example, we note the reference on page 2 to the
"affirmative vote of the
         shareholders of Red Cat." Please clarify whether the shareholders have
voted.
4.       Regarding the disclosure on page 72 that "In November 2020, Red Cat
acquired Fat Shark
         Holdings for a total purchase price of $8.4 million. In January 2020,
Red Cat acquired
         Rotor Riot for a total purchase price was $2.0 million," please expand
the disclosure on
         page 2 about the sale for $18 million in cash and securities to also
discuss the purchase
         prices in 2020. Also tell us, with a view to disclosure, whether you
have considered
         disclosing on page 2 that a valuation firm estimated that Fat Shark
Holdings and Rotor
         Riot had an enterprise value ranging between $5.1 million to $5.7
million. In this regard,
         we note the disclosure in the DEF14A of Red Cat Holdings, Inc. filed
on February 6,
         2023.
Use of Proceeds, page 35

5.       We note your response to prior comment 16. Please clarify whether you
may use the
         proceeds from this offering for the purchase orders of approximately
$1.2 million
         mentioned in the last paragraph on page 72.
Legal Proceedings, page 49

6.       Please revise this section to clearly identify who has advised you
that Fat Shark and Rotor
         Riot are not involved in any litigation.
Unusual Machines Liquidity and Capital Resources, page 60

7.       Pease ensure that you update the disclosure in this section based on
the number of shares
         of common stock that you are offering For example, the disclosure that
"Assuming we do
         acquire Fat Shark and Rotor Riot, we expect we will have sufficient
working capital to
         support our operations for at least 12 months following the closing of
this Offering" is
         unclear given the disclosure on page 41 that "Red Cat and UM have
verbally agreed to
         lower the minimum amount of the Offering from $15 million to $10
million to be
         memorialized in an amendment to the SPA," the references in the audit
opinions for Fat
         Shark Holdings and Rotor Riot on pages F-32 and F-54, respectively, to
continue to
         experience "negative cash flows from operations" and the Cash Flow
Statements for the
         six months ended October 31, 2022 for Fat Shark Holdings and Rotor
Riot on pages F-23
         and F-46, respectively. As another example, does the company expect
that it will have
         sufficient working capital to support its operations for at least 12
months following the
         closing of this offering" if $2.5 million of the proceeds from this
offering is used to repay
 Brandon Torres Declet
FirstName   LastNameBrandon Torres Declet
Unusual Machines,   Inc.
Comapany
April       NameUnusual Machines, Inc.
       6, 2023
April 36, 2023 Page 3
Page
FirstName LastName
         the Senior Note?
Related Party Transactions, page 72

8.       We note your response to prior comment 22. Please disclose the
principle followed in
         determining the amount at which the assets of Red Cat were acquired by
the registrant
         disclose the identity of the persons making the determination and
their relationship with
         the registrant.
Principal Stockholders, page 73

9.       Please provide a table for the disclosure required by Item 403(a) and
(b) of Regulation S-
         K for the Series A Preferred Stock.
10.      Please revise Note (1) on page 73 to disclose who has voting and/or
investment power for
         the shares held by Red Cat.
Series A Convertible Preferred Stock, page 74

11.      Please disclose the material terms of the Series A Convertible
Preferred Stock. For
         example, we note Section 4 of Exhibit 4.2 concerning voting and
dividends.
Recent Sales of Unregistered Securities, page II-2

12.      We note your response to prior comment 35. Please identify the
founders who purchased
         shares of your common stock on September 10, 2021. Also, include the
information
         required by Item 701 of Regulation S-K concerning the issuance of
52,000 shares of
         common stock on September 24, 2021 and the issuance of 140 shares of
Series B
         Preferred Stock on December 13, 2022. In this regard, we note your
disclosure in the
         second paragraph on page 72 and in Note 6 on page F-20.
Amendment No. 1 to Registration Statement on Form S-1

Note F, page F-4

13.      Please remove Note F from pages F-3 and herein. There are no
intangible asset
         adjustments.
Unaudited Pro Forma Condensed Combined Statements of Operations, page F-5

14.      The pro forma information for income statement is for the most recent
fiscal year and
         subsequent interim period. Please remove the pro forma information for
the twelve-month
         ended December 31, 2021 on page F-6. Refer to Rule 11-02(c)(2)(i) of
Regulation S-X.

15.      Please record a pro forma adjustment of the expenses associated with
the business
         combinations and a debit to cash.
16.      We note from pages 70 and 71 that your CEO and CFO will earn a bonus
upon closing
 Brandon Torres Declet
Unusual Machines, Inc.
April 6, 2023
Page 4
      each successful acquisition with the closing of this Offering. Please
record the Pro Forma
      adjustment of the bonuses as a debit to the expense and a credit to cash.
17.   Present historical and pro forma basic and diluted per share amounts.
Refer to Rule 11-
      02(a)(9) of Regulation S-X.
Statement of Changes in Stockholders' Equity, page F-15

18.   Please change the date of the last line to read as of December 31, 2022,
if true.
Fat Shark Holdings, Ltd. Balance Sheets (Unaudited), page F-21

19.   Please update Fat Shark Holdings, Ltd   s financial statements in
accordance with Rule 8-
      04 of Regulation S-X.
20.   Please indicate    Audited    under the column of April 30, 2022, if
true. This comment also
      applies to Rotor Riot, LLC   s Balance Sheets on page F-43.
Fat Shark Holdings, Ltd. Statements of Operations (Unaudited), page F-23

21.   Please disclose the earnings per share information in accordance with ASC
260 and Rule
      10-01(b)(2) of Regulation S-X. This comment also applies to page F-34.
        You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or
Kevin Woody,
Accounting Branch Chief, at 202-551-3629 if you have questions regarding
comments on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other
questions.



                                                            Sincerely,
FirstName LastNameBrandon Torres Declet
                                                            Division of
Corporation Finance
Comapany NameUnusual Machines, Inc.
                                                            Office of
Manufacturing
April 6, 2023 Page 4
cc:       Michael D. Harris, Esq.
FirstName LastName