UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ofOF ~~The~~THE ~~Securities~~SECURITIES EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of Report (Date of earliest event reported): ~~June 9~~March 22, ~~2021~~2022

UC ~~Asset~~ ~~Limited~~ASSET, ~~Partnership~~LP

(Exact name of registrant as specified in its charter)

Delaware	024-10802	30-0912782
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	2299 Perimeter Park Drive, Suite 120 Atlanta, Georgia 30341 (Address of principal executive offices)

2299 Perimeter Park Drive, Suite 120, Atlanta, GA		30341
(Address of principal executive offices)		(Zip Code)

	Registrant’s telephone number: (470) 475-1035

~~Registrant’s telephone~~Check ~~number,~~the ~~including~~appropriate ~~area~~box ~~code:~~below ~~470~~if the Form 8-~~475-1035~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~each~~Each ~~class~~Class Trading Symbol(s) Name of ~~each~~Each ~~exchange~~Exchange on ~~which~~Which ~~registered~~Registered ~~Common~~N/A ~~Units~~N/A ~~UCASU OTC (OTCQX)~~N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~INFORMATION~~Item TO4.02. BENon-Reliance ~~INCLUDED IN~~on ~~THE~~Previously ~~REPORT~~Issued Financial Statements or a Related Audit Report or Completed Interim Review.

~~Item~~On ~~4.01~~March ~~Changes~~22, 2022, the management of UC Asset LP (the “Company”) was notified orally, and subsequently, on March 24, 2022, the management of the Company was notified in ~~Registrant~~writing, by the US Security and Exchange Commission (the “SEC”), that the SEC has objected to the Company’s conclusion ~~Certifying~~that ~~Accountant~~UC Asset LP and its subsidiaries met the criteria to apply Investment Company accounting under ASC 946 for certain historical periods. Accordingly, the Company’s previously issued financial statements for certain periods should no longer be relied upon. Specifically, the following filings should not be relied upon.

~~Previously~~The ~~reported~~Company’s registration ~~with~~statement ~~our~~on Form 810-12 G filed on September 18, 2020; The Company’s registration statement on Form 10-12 G/A filed on December 21, 2020; the Company’s registration statement on Form 10-12G/A filed on March 11, 2021; the Company’s registration statement on Form 10-12G/A filed on April 29, 2021; the Company’s Annual Report on Form 10-K filed on ~~June~~August 023, 2021; the Company’s quarterly report on Form 10-Q filed on September 10, 2021; the Company’s quarterly report on Form 10-Q filed on September 10, 2021; the Company’s registration statement on Form 10-12G/A filed on September 16, 2021; the Company’s amended annual report on Form 10-K/A filed on November 1, 2021, and the Company’s quarterly report on Form 10-Q filed on November 23, 2021.

OnThe ~~June~~Company ~~09,~~has ~~2021,~~historically used ~~our~~investment ~~previously~~company ~~engaged~~accounting ~~principal~~based ~~accountant~~on ~~Daszkal~~its ~~Bolton~~understanding ~~LLP~~of ~~furnished~~the usrules ~~with~~relating ato ~~letter~~the ~~addressed~~use toof such accounting methods; however, in light of the conclusion of the Staff of the SEC ~~stating~~disclosed ~~whether~~above, itmanagement ~~agrees with~~has concluded that the financial statements inlisted ~~our~~above ~~previously~~should not ~~filed~~be ~~Form~~relied ~~8-K~~upon. ~~dated~~Management onhas ~~June~~further 02determined to withdraw from the registration requirements under the Securities Act of 1934 by filing SEC Form 15, ~~2021~~which it is qualified to do. ~~This~~As ~~letter~~a isresult, ~~hereby~~the ~~filed~~SEC ~~with~~filings ~~this~~previously ~~Form~~mentioned ~~8-K~~will asnot ~~Schedule~~be amended, and future filings will be made under the Regulation A rules in accordance with its prior filing requirements.

1Management of the Company has discussed the matters disclosed herein with its independent auditors, BF Borgers & Co., an independent registered public accounting firm.

~~SIGNATURES~~Caution Regarding Forward-Looking Statements

~~Pursuant~~This Form 8-K includes information that constitutes forward-looking statements. Forward-looking statements often address our expected future business and financial performance, and often contain words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” or “will.” By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the ~~requirements~~forward-looking statements. Examples of such forward-looking statements include, but are not limited to, statements regarding our expectations with regard to decreases in revenue and bad debt expense, an increase in net cash provided by operating activities, reclassification of any portion of cash to restricted cash or our expectations with respect to any restated amount in our financial statements for the ~~Securities~~Restated ~~Exchange~~Periods. ~~Act~~Factors that could cause or contribute to such differences include: the review of ~~1934~~the Company’s accounting, accounting policies and internal control over financial reporting; and the ~~registrant~~subsequent ~~has~~discovery ~~duly~~of ~~caused~~additional adjustments to the Company’s previously issued financial statements. Actual events or results may differ materially from the Company’s expectations. In addition, our financial results and stock price may suffer as a result of this ~~report~~review toand beany ~~signed~~subsequent ondeterminations from ~~its~~this ~~behalf~~process, or any actions taken by ~~the~~governmental or other regulatory bodies as a result of this process. We do not undertake to ~~undersigned~~update ~~hereunto~~our ~~duly~~forward-looking ~~authorized~~statements, except as required by applicable securities laws.

~~UC Asset LP /s/ “Larry” Xianghong Wu Founder & Managing Member of General Partner June 15, 2021~~2

2SIGNATURES

~~Schedule~~Pursuant A:to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DASZKAL BOLTON accountants & advisors

Date: March 25, 2022	UC ASSET LP

	By:	/s/ Xianghong Wu
		Xianghong Wu
		Majority Member of General Partner


	By:	/s/ Gregory Charles Bankston
		Gregory Charles Bankston
		Managing General Partner

~~June 9, 2021~~3

Securities and Exchange Commission 100 F Street NE Washington, DC 20549

Ladies and Gentlemen:

We have read the statements made by UC Asset, LP (the “Partnership”), set forth in Item 4.01 of the Company’s Current Report on Form 8-K, dated May 26, 2021 (the “Form 8-K”) and have the following comments:

FIRST PARAGAPH

We agree with the statements made in the first sentence of this paragraph.

We have no basis upon which to agree or disagree with the statements made in the second sentence of this paragraph.

SECOND PARAGRAPH

We disagree with the statements made in the first sentence of this paragraph because it inaccurate and incomplete. It is inaccurate because we did not place a condition on our reengagement. Rather, we summarized the status, potential financial reporting issues, and asked the Partnership to advise us their next steps. It is incomplete because the accounting policy questions that were raised were a direct result of the substance of management’s responses to SEC staff comments included in the Partnership’s filings related to the Form 10 Registration Statement process. Those responses reflected operational changes in fund management that purport the Partnership does not qualify to follow accounting as an investment company.

We disagree with the statement made in the third sentence of this paragraph because it is inaccurate. No member of the audit committee participated in the discussions with Daszkal Bolton.

We have no basis upon which to agree or disagree with the statements made in the second, fourth, fifth, sixth and seventh sentences of this paragraph.

THIRD PARAGRAPH

We agree with the statements made in this paragraph.

FOURTH PARAGRAPH

We disagree with the statement made in the first sentence of this paragraph because it is inaccurate and incomplete. DB did not change its opinion about its previously-issued opinions. Rather, subsequent management responses about the nature of the control over certain investees raised new questions about the presentation of the Partnership’s financial statements. Management did not respond to DB’s communication about how to proceed. It is incomplete because the accounting policy questions that were raised were a direct result of the substance of management’s responses to SEC staff comments included in the Partnership’s filings related to the Form 10 Registration Statement process. Those responses reflected operational changes in fund management that purport the Partnership does not qualify to follow accounting as an investment company.

We have no basis upon which to agree or disagree with the statements made in the second sentence of this paragraph.

We agree with the statements made in the third and fourth sentences of this paragraph.

FIFTH AND SIXTH PARAGRAPHS

We have no basis upon which to agree or disagree with the statements made in these paragraphs.

Very truly yours, Fort Lauderdale, Florida cc: Larry (Xianghong) Wu, Majority Owner

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