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                              May 17, 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. 2 to
Registration Statement on Form S-1
                                                            Filed May 3, 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 April
6, 2023 letter.

       Amendment No. 2 to Registration Statement on Form S-1 filed May 3, 2023

       General

   1.                                                   We note that your board
of directors has approved and you are seeking stockholder
                                                        approval of a 1-for-5.5
reverse stock split, which will occur prior to the date of this
                                                        Prospectus. If the
reverse split will occur prior to the effectiveness of the registration
                                                        statement, please
revise your historical financial statements along with relevant financial
                                                        statement data
appearing elsewhere in your filing to reflect the reverse split based upon
                                                        the guidance in ASC
260-10-55-12 and SAB Topic 4.C. Please note the need for your
                                                        independent auditor to
reference and dual-date their audit opinion for the aforementioned
                                                        reverse split.
 Brandon Torres Declet
Unusual Machines, Inc.
May 17, 2023
Page 2
2.       Please remove the second paragraph of the Explanatory Note.
Cover Page

3.       Please tell us the basis for the statement in the graphics that "The
Dominator is the new
         standard for premium FPV." Also, revise the appropriate section, such
as the Products
         section beginning on page 43, to clearly explain technical terms that
are mentioned in the
         graphics. For example, we note the references in the graphics to "IPD"
and Betaflight
         CANVASMODE." However, the disclosure does not clearly explain such
terms.
4.       We note the new disclosure about the issuance of 3,400,000 shares of
your common stock
         to Red Cat and the disclosure in the table on page 69 concerning the
shares owned Mr.
         Thompson. Please revise the cover page and the summary to disclose, if
applicable, that
         Red Cat and Mr. Thompson have sufficient voting power through their
ownership of
         common stock to control or substantially influence the vote on
substantially all corporate
         matters. Also, expand the Risk Factors Summary section to include a
bullet point to
         highlight the voting power and expand the Risk Factors section to
include a risk factor to
         highlight the voting power.
Determination of Offering Price, page 37

5.       As previously requested in comment 17 of our January 12, 2023 letter,
revise the
         disclosure in this section to clearly describe the specific factors
considered in determining
         the offering price. In this regard, we note that you now disclose in
this amendment that
         you anticipate that the initial public offering price will be $5.00
per share. However, the
         factors mentioned in this section appear to be identical to the
factors mentioned on page
         37 of your draft registration statement filed on December 14, 2022
when you had not
         disclosed the anticipated price.
The Business Combination, page 40

6.       We note your response to prior comment 3. Please expand the disclosure
in this section to
         discuss why the company agreed to amend the purchase agreement, such
as why you are
         no longer issuing a Senior Secured Convertible Note and Series A
Preferred Stock to Red
         Cat and why you agreed to an increase in the purchase price.
7.     We note the disclosure in the fourth paragraph on page 40 that "Red Cat
shareholders
       approved the transaction contemplated in the Purchase Agreement in a
special meeting on
       March 8, 2023" and the disclosure elsewhere in your document that the
purchase
FirstName LastNameBrandon Torres Declet
       agreement was amended on March 31, 2023. However, it does not appear
that Red Cat
Comapany
       filedNameUnusual    Machines,
             preliminary and  definitiveInc.
                                          proxy or information statements for
shareholders to
May 17,approve  the transaction
          2023 Page  2          in the amended purchase agreement. Please
advise.
FirstName LastName
 Brandon Torres Declet
FirstName  LastNameBrandon Torres Declet
Unusual Machines, Inc.
Comapany
May        NameUnusual Machines, Inc.
     17, 2023
May 17,
Page 3 2023 Page 3
FirstName LastName
Fat Shark and Rotor Riot Summary Compensation Information, page 65

8.       Please ensure that the disclosure in this section is for the most
recently completed fiscal
         year.
Principal Stockholders, page 68

9.       We note your response to prior comment 10. Please identify the members
of the
         committee mentioned in note (1) on page 69.
Other Activities and Relationships, page 80

10.      We note your disclosure about new underwriters. Please identify each
such underwriter
         having a material relationship with Fat Shark Holdings, Ltd. and Rotor
Riot LLC.
Unaudited Pro Forma Condensed Combined Statements of Operations, page F-5

11.      Refer to prior comment 15. Please record the business combination
expense as a
         reduction to cash and an addition to expense.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 Basis of Presentation, page F-6

12.      We note that the Agreement provides that your company will pay $3
million in cash and
         $17 million of the company's common stock to acquire capital stocks of
Fat Shark and
         Rotor Riot. Please revise to reflect the $3 million cash payment as an
adjustment to
         cash.
Exhibit 23.1, page II-3

13.      We note that the date of your auditor report for Unusual Machines,
Inc. is March 13,
         2023. Please have your auditor revise the consent with the correct
audit report date in
         future amendments before effectiveness of the registration statement.
        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,

                                                                Division of
Corporation Finance
                                                                Office of
Manufacturing
cc:      Michael D. Harris, Esq.