UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : ~~May~~June 269, 2021

UC Asset Limited Partnership

(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, GA		30341
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 470-475-1035

(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)

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

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

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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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Units		UCASU		OTC (OTCQX)

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 TO BE INCLUDED IN THE REPORT

Item 4.01 Changes in Registrant’s Certifying Accountant.

~~(a)~~Previously ~~Dismissal~~reported with ofour ~~Previously~~Form ~~Engaged~~8-K ~~Principal~~on ~~Accountant~~June 02, 2021.

On ~~May~~June 2609, 2021, our ~~the~~previously ~~management~~engaged ofprincipal UCaccountant ~~Asset~~Daszkal ~~LP (the~~Bolton ~~“Partnership”)~~LLP ~~decided~~furnished ~~not~~us towith ~~seek~~a ~~reengagement~~letter ofaddressed ~~Daszkal~~to ~~Bolton~~the ~~LLP~~SEC ~~(“DB”)~~stating ,whether ~~which~~it ~~was~~agrees with the ~~Partnership’s principal~~statements ~~accountant~~in ~~to audit~~ our ~~financial~~previously ~~statements~~filed ~~during~~Form ~~our~~8-K ~~two~~dated ~~most~~on ~~recent~~June ~~fiscal~~02, ~~years~~2021. This ~~decision~~letter ~~was~~is ~~approved~~hereby byfiled ~~our~~with ~~Audit~~this Form 8-K as Schedule ~~Committee~~A.

The decision was made after DB notified the Partnership on April 21, 2021, that it would not reengage the Partnership unless the Partnership made certain changes regarding its accounting policy. After more than one month of research, management of the Partnership was convinced that DB’s opinion did not reflect the reality of the Partnership’s operations. Management discussed these issues at length with the representatives of DB, although the full audit committee did not participate in those discussions. However, the full audit committee was briefed in detail about those discussions before it made its decision not to reengage DB. Management was convinced that, if the Partnership followed DB’s advice and made the changes to our accounting policy recommended by DB, our financial statements would no longer represent an adequate and reliable disclosure of our financial position. For this reason, the Partnership decided to reject DB’s recommendation and to dismiss DB as the Partnership’s principal accountant. It is not known whether DB would have made reference to this disagreement in its report if this matter was not resolved to DB’s satisfaction.1

DB’s reports on our financial statements for the past two years do not contain any adverse opinion or a disclaimer of opinion, nor were they modified as to uncertainty, audit scope or accounting principal.SIGNATURES

~~Our disagreement with DB is due~~ Pursuant to the ~~fact~~requirements ~~that after years~~ of ~~auditing and approving~~ the ~~Partnership’s~~Securities ~~practice~~Exchange Act of ~~applying investment company accounting~~1934, ~~DB changed its opinion and took~~ the ~~position~~registrant ~~that the Partnership should prepare its financial statements as a commercial entity, not an investment company. Management disagrees with this position for the reasons discussed above. The Partnership~~ has ~~furnished~~duly DBcaused ~~with a copy of~~ this ~~disclosure and~~report ~~has requested that DB furnish us with a letter addressed~~ to ~~the~~be ~~SEC~~signed ~~stating~~on ~~whether it agrees with the foregoing statements. In addition, the Partnership has authorized DB to respond fully to the inquiries of~~ its ~~successor~~behalf ~~concerning~~by the ~~subject matter of the disagreement~~ asundersigned ~~set~~hereunto ~~forth~~duly ~~above~~authorized.

~~(b)~~UC ~~Engagement~~Asset LP /s/ “Larry” Xianghong Wu Founder & Managing Member of aGeneral ~~New~~Partner ~~Principal~~June ~~Accountant~~15, 2021

On May 26, 2021, the management of UC Asset LP (the “Partnership”) decided to engage BF Borgers CPA PC (“BFB”) as the Partnership’s principal accountant to audit our financial statements. This decision was approved by our Audit Committee.2

WeSchedule did not consult with BFB during our two most recent fiscal years or through the date of this report regarding (i) the application of accounting principles as to a specified transaction either completed or proposed or on the type of audit opinion that may be rendered on our financial statement and neither a written nor oral advice was provided by BFB that was an important factor considered by us in reaching a decision as to any accounting auditing or financial report issue; (ii) any matter that was the subject of a disagreement as a reportable event as defined in Item 304(a)(l)(iv) and (v) of Regulation S-K. However, we did explain to BFB the basis of our disagreement with DB as described above.A:

1DASZKAL BOLTON accountants & advisors

~~SIGNATURES~~June 9, 2021

~~Pursuant to the requirements of the~~ Securities and Exchange ~~Act~~Commission of100 ~~1934,~~F ~~the~~Street ~~registrant~~NE ~~has duly caused this report to be signed on its behalf by the~~Washington, ~~undersigned~~DC ~~hereunto duly authorized.~~20549

UCLadies ~~Asset~~and ~~LP /s/ “Larry” Xianghong Wu Founder & Managing Member of General Partner June 02, 2021~~Gentlemen:

2We 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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