U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

UC ASSET LP

(Exact Name of Registrant as Specified in its charter)

Delaware

024-10802

30-0912782

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

2299 Perimeter Park Drive, Suite 120

Atlanta, Georgia 30341

(Address of principal executive offices)

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

Copies to:

Richard W. Jones, Esq.

Jones & Haley, P.C.

750 Hammond Drive

Building 12, Suite 100

Atlanta, Georgia 30328

(770) 804-0500

www.corplaw.net

NONE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes ☒ No ☐~~

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Units: 5,~~635~~485,~~303~~025

Table of Contents

PART I—FINANCIAL INFORMATION	F-1
Item 1. Financial Statements.	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	6
Item 4. Controls and Procedures.	6
PART II—OTHER INFORMATION	8
Item 1. Legal Proceedings.	8
Item 1A. Risk Factors.	8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	8
Item 3. Defaults Upon Senior Securities.	8
Item 4. Mine Safety Disclosures.	8
Item 5. Other Information.	8
Item 6. Exhibits.	8
SIGNATURES	9

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements. All statements other than statements of historical facts contained in this document, including statements regarding our future results of operations and financial position, business strategy, and likelihood of success and other plans and objectives of management for future operations, and future results of current and anticipated products are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this document are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this document and are subject to a number of risks, uncertainties and assumptions described under the sections in this document titled “Risk Factors” and elsewhere in this document. Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, new risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets	F-2

Condensed Consolidated Statements of Changes in Net Assets	F-3

Condensed Consolidated Statement of Partners’ Capital	F-4

Condensed Consolidated Statements of Cash Flows	F-5

Notes to Condensed Consolidated Financial Statements	F-6

F-1

UC ASSET, LP

Condensed Consolidated Balance Sheets

	June 30, 2021		December 31, 2020
	September 30, 2021		December 31, 2020
ASSETS	(unaudited)
	(unaudited)
Portfolio investments	$	6,394,330	$	7,493,777
ASSETS
Property and equipment and other assets, net		20,765		66,980
Cash	$	826,112	$	1,419,710
Cash and cash equivalents		2,721,469		1,419,710
Portfolio investments		7,795,012		7,493,777
Total Assets	$	9,136,564	$	8,980,467
Property and equipment, net		3,333		6,005
Prepaid expenses and other assets		17,381		60,975
Total Assets	$	8,641,838	$	8,980,467
LIABILITIES AND PARTNERS’ CAPITAL
Accrued and other liabilities	$	71,461	$	57,938
Accounts payable and accrued liabilities	$	144,696	$	57,938
Mortgage loans		400,000		-
Partners capital:
Series A preferred units, 166,667 and 0 issued and outstanding at March 31, 2020 and December 31, 2019, respectively		300,000		300,000
Series A preferred units, 166,667and 0 issued and outstanding at September 30, 2020 and December 31, 2019, respectively		300,000		300,000
Common units, 5,635,306 units issued and outstanding at June 30, 2020 and December 31, 2019		8,365,103		8,622,529
Common units, 5,635,306 units issued and outstanding at September 30, 2020 and December 31, 2019		7,797,142		8,622,529
Total Liabilities and Partners’ Capital	$	98,~~136~~641,~~564~~838	$	8,980,467

The accompanying notes are an integral part of the condensed consolidated financial statements

F-2

UC ASSET, LP

Condensed Consolidated Statements of Changes in Net Assets from Operations

Three and Six months ended June 30,

(unaudited)

	Three Months Ended June 30						Six Months Ended June 30,
	Three Months Ended September 30						Nine Months Ended September 30,
	2021			2020			2021			2020
INCOME
Sales of homes	$	~~1,909,644~~-		$	~~869~~939,~~087~~436		$	1,909,644		$	~~869~~1,~~087~~808,523
Rental income		2422,~~942~~000			2429,~~700~~800			6183,242			4676,~~647~~447
Interest income		3836,~~504~~766			14(4,~~525~~044	)		93129,~~065~~831			2319,~~225~~181
Total income		158,~~973,090~~766			~~908~~965,~~312~~192			2,~~063~~122,~~951~~717			~~938~~1,~~959~~904,151
COST OF SALES
Cost of sales		1149,~~930,455~~297			1908,~~342,061~~577			12,~~930~~079,~~455~~752			12,~~342~~250,~~061~~638
Total cost of sales		1149,~~930,455~~297			1908,~~342,061~~577			12,~~930~~079,~~455~~752			12,~~342~~250,~~061~~638
Gross Margin		42(90,~~635~~531	)		~~(433~~56,~~749~~615	)		~~133~~42,~~496~~965			(~~403~~346,~~102~~487	)
OPERATING EXPENSES
Management fees		45,~~287~~288			45,~~287~~288			90135,~~575~~863			92137,~~214~~502
Professional fees and other expenses		55,931			72,137			149,627			142,386
General and administrative expenses		144,469			63,182			294,096			205,568
Depreciation		22,321			11,499			44,407			23,191
Interest expense		4,000			-			4,000			8,000
Total operating expenses		123,539			128,923			284,609			257,791
Depreciation		28,270			14,260			72,677			37,451
Net investment loss before unrealized gains (losses)		(80,904	)		(562,672	)		(151,113	)		(660,893	)
Total operating expenses		222,027			122,730			506,636			388,521
Net investment loss before unrealized gains (losses)		(312,558	)		(66,115	)		(463,671	)		(735,008	)
GAINS/LOSSES FROM INVESTMENTS
Net realized and unrealized gains (losses) from investments:
Net unrealized gain (loss) on portfolio investments		(6255,~~097~~403	)		~~(291~~133,~~805~~453	)		(~~106~~361,~~313~~716	)		(1,~~187~~054,~~608~~155	)
Net realized and unrealized gains (losses)		(6255,~~097~~403	)		~~(291~~133,~~805~~453	)		(~~106~~361,~~313~~716	)		(1,~~187~~054,~~608~~155	)
Net increase (decrease) in net assets from operations	$	(87567,~~001~~961	)	$	~~(854~~67,~~477~~338	)	$	(~~257~~825,~~426~~387	)	$	(1,~~848~~789,~~501~~163	)
Net increase in net assets per unit	$	(0.0210	)	$	(0.1501	)	$	(0.0515	)	$	(0.3332	)
Weighted average units outstanding		5,635,303			5,635,303			5,635,303			5,635,303

The accompanying notes are an integral part of the condensed consolidated financial statements

F-3

UC ASSET, LP

Condensed Consolidated Statement of Partners’ Capital

For the three and six months ended June 30, 2020

(unaudited)

	Limited Partners Common Units		Limited Partners Preferred A Units		Limited Partners Common Units Amount			Limited Partners Preferred A Units Amount		General Partner		Total Partners’ Equity
BALANCE, January 1, 2020		5,635,303		-	$	8,798,031		$	-	$	-	$	8,798,031
Issuance of Preferred Series A units				166,667		-			300,000				300,000
Net change in net assets from operations		-		-		(994,022	)		-		-		(994,022	)
BALANCE, March 31, 2020		5,635,303		166,667		7,804,009			300,000	$	-		8,104,009
Net change in net assets from operations		-		-		(854,477	)		-		-		(854,477	)
BALANCE, June 30, 2020		5,635,303		166,667	$	6,949,532		$	300,000		-	$	7,249,532
Net change in net assets from operations		-		-		67,338			-		-		67,338
BALANCE, September 30, 2020		5,635,303		166,667	$	7,016,870		$	300,000		-	$	7,316,870

UC ASSET, LP

Condensed Consolidated Statement of Partners’ Capital

For the three and six months ended June 30, 2021

(unaudited)

	Limited Partners Common Units		Limited Partners Preferred A Units		Limited Partners Common Units Amount			Limited Partners Preferred A Units Amount		General Partner		Total Partners’ Equity
BALANCE, January 1, 2021		5,635,303		166,667	$	8,622,529		$	300,000	$	-	$	8,922,529
Net change in net assets from operations		-		-		(170,425	)		-		-		(170,425	)
BALANCE, March 31, 2021		5,635,303		166,667		8,452,104			300,000		-		8,752,104
Net change in net assets from operations		-		-		(87,001	)		-		-		(87,001	)
BALANCE, June 30, 2021		5,635,303		166,667	$	8,365,103		$	300,000		-	$	8,665,103
Net change in net assets from operations		-		-		(567,961	)		-		-		(567,961	)
BALANCE, September 30, 2021		5,635,303		166,667	$	7,797,142		$	300,000		-	$	8,097,142

The accompanying notes are an integral part of the condensed consolidated financial statements

F-4

UC ASSET, LP

Condensed Consolidated Statements of Cash Flows

~~Six~~Nine months ended ~~June~~September 30,

(unaudited)

	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets from operations	$	(~~257~~825,~~426~~387	)	$	(1,~~848~~789,~~502~~163	)
Adjustments to reconcile net decrease in net assets from operations to net cash provided by (used in) operating activities:
Net unrealized losses on portfolio investments		~~106~~361,~~313~~716			1,~~187~~054,~~608~~155
Amortization of prepaid expense		2654,~~939~~355			3734,~~521~~597
Depreciation		4472,~~407~~677			2337,~~191~~451
Changes in working capital items
Accrued receivables		(90,411	)		(15,937	)
Accounts receivable and accrued interest		(88,211	)		(28,387	)
Deposits and other assets		(262	)		(12,000	)
Prepaid expenses, deposits and other assets		(10,761	)		(24,929	)
Accrued and other liabilities		-86,758			~~446~~48,634
Net cash used in operating activities		(~~170~~348,~~440~~853	)		(~~627~~667,~~673~~642	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in portfolio properties		(~~768~~2,~~321~~508,579	)		(~~337~~648,~~500~~651	)
Sale of portfolio properties		1,909,~~643~~644			~~869~~1,~~087~~808,523
Investments in portfolio loans		(100,000	)		(400,000	)
Repayments of portfolio loans		2454,~~000~~190			5054,~~000~~014
Repayments of portfolio loans, related party		6,877			-
Purchase of fixed assets		-			(6,000	)
Net cash provided by investing activities		1,072,199			181,587
Net cash (used in) provided by investing activities		(644,745	)		807,886
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from mortgage loan on portfolio property		400,000			-
Cash received from construction loan on portfolio property		-			~~192~~232,000
Cash received for preferred A units		-			300,000
Net cash provided by financing activities		400,000			~~492~~532,000
Net increase in cash and cash equivalents		1(593,~~301,759~~598	)		45672,~~914~~244
Cash and cash equivalents, beginning of period		1,419,710			153,687
Cash and cash equivalents, end of period	$	2826,~~721,469~~112		$	~~199~~825,~~601~~931
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash	$	4,000		$	-
Non-cash financing activities:
Portfolio property exchanged for convertible note receivable	$	-		$	1,300,000

The accompanying notes are an integral part of the condensed consolidated financial statements

F-5

UC ASSET, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information as to the ~~three~~nine months ended ~~March~~September 3130, 2021 is unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

UC Asset, LP (the “Partnership”) is a Delaware Limited Partnership formed for the purpose of making capital investments with a focus on growth-equity investments and real estate. The Partnership was formed on February 1, 2016.

The Partnership is managed by its General Partner, UCF Asset LLC.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of accounting The Partnership prepares its financial statements on the accrual basis in accordance with accounting principles generally accepted in the United States. Purchases and sales of investments are recorded upon the closing of the transaction. Investments are recorded at fair value with unrealized gains and losses reflected in the statement of changes in net assets.

The accompanying unaudited condensed interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the ~~three~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of the results that may be expected for ~~the~~ the year ending December 31, 2021.

(b) Principles of Consolidation The Partnership’s consolidated financial statements include the financial statements of UC Asset, LP and its wholly owned subsidiaries: Atlanta Landsight, LLC, SHOC Holdings LLC and Hotal Service LLC. All intercompany balances and transactions have been eliminated.

(c) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the financial statements and report amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d) Fair value measurements The Partnership records and carries its investments at fair value, defined as the price the Partnership would receive to sell the asset in an orderly transaction with a market participant at the balance sheet date. In the absence of active markets for the identical assets, such measurements involve the development of assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the balance sheet date.

F-6

UC ASSET, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

(d) Fair value measurements, continued

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

~~Level~~(d) 1:Fair ~~Quoted~~value ~~prices~~measurements, ~~in active markets for identical assets or liabilities.~~continued

Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model derived valuations whose inputs are observable or whose significant value drivers are observable

	Level 1:	Quoted prices in active markets for identical assets or liabilities.

	Level 2:	Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model derived valuations whose inputs are observable or whose significant value drivers are observable

	Level 3:	Significant inputs to the valuation model are unobservable

Level 3: Significant inputs to the valuation model are unobservable

The General Partner maintains policies and procedures to value instruments using the best and most relevant data available. In addition, The General partner reviews valuations, including independent price validation for certain instruments. Further, in other instances, independent pricing vendors are obtained to assist in valuing certain instruments.

(e) Cash and equivalents The Partnership considers all highly liquid debt instruments with original maturities of three (3) months or less to be cash equivalents.

(f) Investments The Partnership’s core activity is to make investments in real estate properties. Excess funds are held in financial institutions.

Investments in short term loans are recorded at fair value, which are their stated amount due to their short-term maturity and modest interest rates. Portfolio investments are recorded at their estimated fair value, as determined in good faith by the General Partner of the Partnership. Unrealized gains and losses are recognized in earnings.

The estimated fair value of investments as determined by the General Partner was $7,~~436~~795,~~461~~012 and $7,493,777 representing 8796.9883% and 86.91% of partners’ capital at ~~March~~September 3130, 2021 and ~~December~~ December 31, 2020, whose values have been estimated by the General Partner in the absence of readily ascertainable market values. Due to the inherent uncertainty of valuation, the General Partner’s determination of values may differ significantly from values that would have been realized had a ready market for the investments existed, and the differences could be material. See Note 4.

(g) Federal Income taxes As a limited partnership, the Partnership is not a taxpaying entity for federal or state income tax purposes; accordingly, a provision for income taxes has not been recorded in the accompanying financial statements. Partnership income or losses are reflected in the partners’ individual or corporate tax returns in accordance with their ownership percentages.

As defined by Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 740, Income Taxes, no provision or liability for materially uncertain tax positions was deemed necessary by management. Therefore, no provision or liability for uncertain tax positions has been included in these financial statements. Generally, the Partnerships tax returns remain open for three years for federal income tax examination.

(h) Income Interest income from portfolio investments is recorded as accrued.

(i) Recent Accounting Pronouncements Partnership management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying ~~financial statements~~financials.

F-7

UC ASSET, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS

The Partnership’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Partnership sustained a net operating loss of approximately $~~257~~463,~~426~~671 and cash use of $~~170~~348,~~440~~853 from operations for the ~~six~~nine months ended ~~June~~September 30, 2021. These conditions raise substantial doubt about our ability to ~~continue~~ continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might be ~~necessary~~ necessary if we are unable to continue as a going concern.

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

(a) Cash and Cash Equivalents The fair value of financial instruments that are short-term and that have little or no risk are considered to have a fair value equal to book value.

(b) Unsecured Loan Investments The fair value of short-term unsecured loans are considered to have a fair value equal to book value due to the short-term nature and market rate of interest commensurate with the level of credit risk. At ~~June~~September 30, 2021 and December 31, 2020, there were $~~899~~898,~~603~~290 and $782,754 in loans, respectively.

(c) Portfolio Investments The portfolio investments consist of member equity interests which are not publicly traded. The General Partner (“GP”) uses the investee entity’s real estate valuation reports as a basis for valuation when there is limited, or no, relevant market activity for a specific instrument or for other instruments that share similar characteristics. Portfolio investments priced by reference to valuation reports are included in Level 3. The GP conducts internal reviews of pricing to ensure reasonableness of valuations used. Based on the information available, management believes that the fair values provided are representative of prices that would be received to sell the individual assets at the measurement date (exit prices).

The fair values of the investee entity’s assets are determined in part by placing reliance on third-party valuations of the properties and/or third party approved internally prepared analyses of recent offers or prices on comparable properties in the proximate vicinity. The third-party valuations and internally developed analyses are significantly impacted by the local market economy, market supply and demand, competitive conditions and prices on comparable properties, adjusted for anticipated date of sale, location, property size, and other factors. Each property is unique and is analyzed in the context of the particular market where the property is located. In order to establish the significant assumptions for a particular property, the GP analyzes historical trends, including trends achieved by the GP’s operations, if applicable, and current trends in the market and economy impacting the property. These methods use unobservable inputs to develop fair value for the GP’s properties. Due to the volume and variance of unobservable inputs, resulting from the uniqueness of each of the GP’s properties, the GP does not use a standard range of unobservable inputs with respect to its evaluation of properties.

Changes in economic factors, consumer demand and market conditions, among other things, could materially impact estimates used in the third-party valuations and/or internally prepared analyses of recent offers or prices on comparable properties. Thus, estimates can differ significantly from the amounts ultimately realized by the investee segment from disposition of these assets.

F-8

UC ASSET, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS, continued

(c) Portfolio Investments, continued

The following tables present the fair values of assets and liabilities measured on a recurring basis:

At June 30, 2021			Fair Value Measurement at Reporting Date Using
At September 30, 2021			Fair Value Measurement at Reporting Date Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Atlanta Landsight, LLC	$	46,~~990~~134,~~484~~268	$	-	$	-	$	46,~~990~~134,~~484~~268
SHOC Holdings LLC		~~796~~762,~~949~~454		-		-		~~796~~762,~~949~~454
Hotal Service LLC		-		-		-		-
Short term loans		~~899~~898,~~603~~290		-		-		~~899~~898,~~603~~290
Total Assets	$	67,~~687~~795,~~036~~012	$	-	$	-	$	67,~~687~~795,~~036~~012
At December 31, 2020			Fair Value Measurement at Reporting Date Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Atlanta Landsight, LLC	$	4,997,614	$	-	$	-	$	4,997,614
SHOC Holdings LLC		940,837		-		-		940,837
Hotal Service LLC		-		-		-		-
Short term loans		782,754		-		-		782,754
Total Assets	$	6,721,205	$	-	$	-	$	6,721,205

At December 31, 2020			Fair Value Measurement at Reporting Date Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Atlanta Landsight, LLC	$	4,997,614	$	-	$	-	$	4,997,614
SHOC Holdings LLC		940,837		-		-		940,837
Hotal Service LLC		-		-		-		-
Short term loans		782,754		-		-		782,754

Total Assets	$	6,721,205	$	-	$	-	$	6,721,205

The fair value measurements are subjective in nature, involve uncertainties and matters of significant judgment; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments.

F-9

UC ASSET, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS, continued

(c) Portfolio Investments, continued

There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein do not represent, and should not be construed to represent, the underlying value of the Partnership.

Generally, the fair value of the Atlanta investee’s properties is not sensitive to changes in unobservable inputs since generally the properties are held for less than six months. Generally such changes in unobservable inputs take longer than six months to have an appreciable effect of more than 1 to 2% on these properties fair value. The Dallas investee’s property is more sensitive to changes in unobservable inputs because this property was acquired with a longer time horizon due to the nature of its size and undeveloped status.

The following table presents the changes in Level 3 instruments measured on a recurring basis:

Three Months Ended March 31, 2021	Portfolio Investments
Nine Months Ended September 30, 2021	Portfolio Investments
January 1, 2020	$	7,~~891~~493,~~520~~777
Total gains or losses (realized/unrealized):
Included in earnings		~~(259~~42,~~678~~965	)
Included in other comprehensive income		(~~125~~361,~~313~~716	)
Purchases, issuance and settlements		(1619,~~112,199~~986	)
Transfers in/out of Level 3		-
March 31, 2021	$	67,~~394~~795,~~330~~012

Year Ended December 31, 2020	Portfolio Investments
January 1, 2020	$	8,667,749
Total gains or losses (realized/unrealized):
Included in earnings		996,342
Included in other comprehensive income		(1,772,571	)
Purchases, issuance and settlements
Transfers in/out of Level 3		-

December 31, 2020	$	7,891,520

F-10

UC ASSET, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - CONCENTRATIONS OF CREDIT RISK

a) Cash Funds held by the Partnership are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Partnership’s cash balance was in excess of FDIC insured limits by $2298,~~174,279~~595 and $798,743 at ~~June~~September 30, 2021 and December 31, 2020.

NOTE 6 - CAPITAL

The Partnerships capital structure consists of one General Partner and 81 limited partners. The Partnerships total contributed capital was $8,077,540 at ~~June~~September 30, 2021 and December 31, 2020. The limited partner common units are 5,635,306 at ~~June~~September 30, 2021 and December 31, 2020. The limited partner preferred Series A units are 166,667 at ~~June~~September 30, 2021 and December 31, 2020.

The Preferred Units carry the following rights and privileges:

- annual dividend of $0.09 per unit, not to exceed the audited annual net increase to net assets from operations - carry no voting rights - preference for dividends and in liquidation - 12 months post issuance, redeemable at $0.50 per unit, if the market price of the common units falls below $0.50 per unit for 20 consecutive trading days - 12 months post issuance, convertible into common units on a variable conversion ratio 1.0:1.0 (if the lowest closing price of the common units is $1.80 or more for the 5 trading days prior to conversion), up to 1.125:1.0 (if the lowest closing price of the common units is $1.60 or less for the 5 trading days prior to conversion) - conversion and redemption price shall not be lower than the book value per common unit based on the last audited book value per unit

- carry no voting rights

- preference for dividends and in liquidation

- 12 months post issuance, redeemable at $0.50 per unit, if the market price of the common units falls below $0.50 per unit for 20 consecutive trading days

- 12 months post issuance, convertible into common units on a variable conversion ratio 1.0:1.0 (if the lowest closing price of the common units is $1.80 or more for the 5 trading days prior to conversion), up to 1.125:1.0 (if the lowest closing price of the common units is $1.60 or less for the 5 trading days prior to conversion)

- conversion and redemption price shall not be lower than the book value per common unit based on the last audited book value per unit

In the first quarter 2020 the partnership issued 166,667 Series A preferred units in exchange for $300,000 in cash.

b) Allocations of Profits and Losses The net profit of the Partnership is allocated to the Limited Partners in proportion to each partner’s respective capital contribution on all liquidated portfolio investments made by the Partnership. Losses are allocated to all partners in proportion to each partner’s respective capital contribution, provided that, to the extent profits had been previously allocated in a manner other than in proportion to capital contributions, losses are allocated in the reverse order as such profits were previously allocated.

The GP participates in the profits of the Partnership at a rate of 20% above a 10% annualized return to the Limited Partners. Beginning January 1, 2020, the GP participates in the profits of the Partnership at a rate of 20% above an 8% annualized return to the Limited Partners.

NOTE 7 - MANAGEMENT FEES - RELATED PARTY

The Partnership pays annual management fees to UCF Asset LLC. Management fees are calculated at 2.0% of assets under management on the first day of the fiscal year, payable quarterly. Management fees were $90135,~~575~~863 and $92137,~~214~~502 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

NOTE 8 - SUBSEQUENT EVENTS

(a) Portfolio Investments In the fourth quarter 2021, the Company entered into two agreements regarding the $1,200,000 convertible note received in payment of the sale of its Texas property. This note matured on October 30, 2021. In the first agreement the Company agreed to accept 100 million shares of restricted common stock of Puration Inc. as payment of the $96,000 in interest accrued through October 30, 2021. The shares were valued on November 1, 2021 at $1.46 million. The Company also entered into an assignment of the principal amount of the note to a third party. The third party is required to pay for this assignment in 5 tranches, four at $250,000 every ninety days and the final $200,000 within 390 days of the effective date of the agreement.

F-11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Management is currently unaware of any trends or conditions other than those mentioned in this management’s discussion and analysis that could have a material adverse effect on the Company’s current financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on the Company’s prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so, (iii) increased governmental regulation or significant changes in such regulations, (iv) increased competition, (v) unfavorable outcomes to litigation to which the Company may become a party in the future, and (vi) a very competitive and rapidly changing real estate environment.

The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company’s business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

Overview

UC Asset LP partnership (“UC Asset,” the “Company,” the “Partnership”, “we,” or “us”) is a limited partnership formed on February 01, 2016 under the laws of the State of Delaware. WeThe ~~invest~~business inis ~~our~~structured ~~portfolio~~as ~~investments~~a ~~for~~publicly ~~the~~traded ~~purpose~~limited ofpartnership ~~capital~~(Master ~~appreciation. According~~Limited toPartnership ~~our~~or ~~bylaws,~~MLP) arather ~~majority~~than ofa ~~our portfolio investments must be allocated to~~ real estate ininvestment ~~metropolitan~~trust ~~areas~~(REIT), ~~such~~with asthe ~~Atlanta,~~intention GAto ~~and Greensboro,~~appeal ~~NC.~~to ~~Our~~investors ~~principal~~looking ~~office~~for ~~address~~long-term growth. isAs ~~2299~~a ~~Perimeter~~matter ~~Park~~of ~~Drive~~fact, ~~Suite~~we ~~120,~~are ~~Atlanta,~~the GAonly ~~30341. On~~real ~~January~~estate ~~02,~~MLP ~~2020, our units began to be~~ quoted on ~~the~~ OTCQX~~, the Best Market of OTC markets~~.

Our ~~partnership~~business purpose is ~~managed~~to byinvest in our ~~general~~portfolio ~~partner~~investments, ~~UCF~~primarily ~~Asset~~real ~~LLC~~estate ~~under~~properties, for the ~~terms~~purpose of ~~our~~capital ~~partnership’s~~appreciation. ~~Limited~~Upon ~~Partnership~~investing ~~Agreement.~~in ~~Except~~a property, we may hold for ~~limited~~appreciation, ~~conditions~~or we may seek to collect investment incomes from continuous operation of the property. As investor, we ~~defined~~do innot ~~our~~manage ~~limited~~the ~~partnership~~operation ~~agreement~~of any property, ~~UCF~~except ~~Asset~~for ~~LLC~~some ~~acting~~insignificant asand ~~general~~non-material ~~partner~~management ~~has~~activities. ~~authority~~We intend to ~~exercise~~form ~~full~~partnerships with ~~management~~third ofparty operators/managers, under which the third party will acquire the right to operate/manage our property by paying rent, forming a profit-sharing partnership, or by other arrangements which may be innovative. ~~Limited~~We ~~partners~~usually ~~are~~require ~~passive~~the ~~investors~~third-party ~~and~~bear ~~have~~all ~~limited~~operating cost, ~~power~~except ~~over~~for ~~our~~a ~~partnership~~few ~~and~~insignificant ~~our~~expenditures ~~general~~such ~~partner~~as property owner insurance.

~~Legal~~Our ~~Structure~~business ofstrategy ~~our~~is to carry on innovative, or otherwise active, real estate investment strategies, in order to maximize the Company’s returns.

~~The~~We ~~business~~intend isto ~~structured~~form separate assubsidiaries ato ~~publicly~~conduct ~~traded~~our ~~limited~~investments. ~~partnership~~Each ~~(Master~~of ~~Limited~~the ~~Partnership~~subsidiaries orfocuses ~~MLP)~~on ~~rather than~~ a ~~real~~specialized ~~estate~~ investment ~~trust~~strategy. ~~(REIT)~~By inand ~~order to~~as ~~appeal~~of toSeptember 30, ~~investors~~2021, ~~looking~~our ~~for~~business ~~long-term~~operations ~~growth.~~are ~~The~~being ~~majority~~performed ofprimarily ~~MLPs~~through ~~are~~our ~~organized~~wholly-owned insubsidiaries ~~natural~~Atlanta ~~resources~~Landsight ~~sectors~~LLC ~~of the economy,~~ and ~~only~~ aSHOC ~~very limited number invest in real estate~~Holdings LLC. AsBoth aare ~~matter~~State of ~~fact,~~Georgia ~~we are the only real estate MLP quoted on OTCQX~~LLCs.

~~Business~~Atlanta ~~Operations~~Landsight LLC, (“ALS”), invests in residential and commercial properties in the Atlanta metropolitan area. It was initially created to focus on residential (“house flip”) market. Over time, ALS’ strategy has shifted to innovative investment in non-residential properties in metro Atlanta. In the second quarter of 2021, ALS acquired historical Rufus Rose House in downtown Atlanta, through a standard real estate purchase deal. Beside continuous use of the House as a commercial property (office space), the Company will partner with block-chain technology companies to issue Non-fungible Tokens (“NFT”) based on certain derivative property rights (For example, the right to use the image of the property for business purpose). If this business strategy proves to be a success, ALS may acquire more historical buildings to form similar business partnerships.

UC Asset was formed to carry on innovative, or otherwise active, real estate investment strategies in order to maximize the Company’s returns. We intend to form separate subsidiaries, each of which will focus on a specialized investment strategy.

By and as of June 30, 2021, our business operations are being performed primarily through our subsidiaries Atlanta Landsight LLC, SHOC Holdings LLC, and Hotal LLC, all of which are our wholly owned Georgia limited liability companies.

Atlanta Landsight LLC, (“ALS”), invests in residential and commercial properties in the Atlanta metropolitan area. It was initially created to focus on residential redevelopment (“house flip”) market in metropolitan Atlanta, where Money Magazine in May 2017 reported that the average return on investment (“ROI”) on house flip is approximately 50%.

~~Over~~SHOC ~~time,~~Holdings ~~ALS’~~LLC ~~strategy~~(“SHOC ~~has~~LLC”) ~~shifted~~invests toin ~~innovative~~SHOC ~~investment~~properties. inSHOC, ~~non-residential~~is ~~properties~~an inacronym ~~metro~~standing ~~Atlanta.~~for InShared ~~the~~Home-Office ~~second~~Cluster/Community. ~~quarter~~SHOC properties are variation of ~~2021~~“home rental” properties, ~~ALS~~which ~~acquired~~have ~~historical Rufus~~been ~~Rose~~developed ~~House~~and inoperated ~~downtown~~by ~~Atlanta~~companies such as Airbnb (NASDAQ: ABNB) and Vrbo. The ~~Company~~difference ~~will~~of ~~partner~~SHOC ~~with~~from ~~block-chain~~other ~~technology~~“home ~~companies~~rentals” tois ~~issue~~that ~~Non~~SHOC properties are defined as home-~~fungible~~offices ~~Tokens~~for (short rental, targeting business travelers. Based on our market research, business travelers are an underserved group among “~~NFT~~home rental”) ~~based~~customers. onOur ~~certain~~definition ~~derivative~~of SHOC property ~~rights~~is ~~(For~~that ~~example~~it will locate nearby major airports or business center districts, ~~the~~and ~~right~~its units will be equipped with home-office facilities such as hi-speed internet, video conferencing, office accessories and other tools to ~~use~~empower ~~the~~today’s business ~~image~~travelers. ofMeanwhile, a SHOC should also present the ~~property~~home-style ~~for~~charm, ~~business~~including ~~purpose)~~full-equipped kitchen, to serve travelers with a home office away from home.

IfIn ~~this~~April ~~business~~2021, ~~strategy~~SHOC LLC made ~~proves~~its tofirst beinvestment by acquiring a ~~success~~triplex building in downtown Atlanta in April 2021, ~~ALS~~for ~~may~~a ~~acquire~~consideration ~~more~~of ~~historical~~approximately ~~buildings~~$750,000, through toa ~~form~~standard ~~similar~~real ~~business~~estate ~~partnerships~~purchase transaction. ~~All~~Since ~~work~~then, init ~~the~~has ~~development~~formed ~~and sale~~a ofnon-binding ~~NFTs~~partnership ~~will~~with bean ~~performed~~independent bythird-party, which ~~ALS’s~~will ~~technology~~manage ~~partners~~ and ~~ALS~~operate ~~will~~the ~~focus~~property onas ~~acquiring~~short ~~and~~rental ~~managing~~on ~~its~~Airbnb ~~portfolio~~and ofsimilar ~~historical buildings~~platforms.

~~SHOC~~Other ~~Holdings~~Investment LLC (“SHOC LLC”) is a wholly owned subsidiary of the Company, and it is start-up with an innovative business model to invest in SHOC properties. SHOC, is an acronym that means Shared Home-Office Cluster/Community. This is a new concept of properties similar to “home rentals” developed and operated by companies such as Airbnb (NASDAQ: ABNB) and Vrbo. The difference of SHOC from “home rentals” is that SHOC properties are defined as home-offices for rent, targeting business travelers.Strategies

~~Home~~On ~~rentals~~September ~~have~~29, ~~become~~2021, ~~trendy~~the ~~and~~Company ~~are~~announced ~~perceived~~that aswe ~~alternatives~~will toexpand ~~conventional hotels. However, according to~~ our ~~market~~portfolio ~~research,~~into ~~home~~cannabis ~~rentals~~properties. ~~are~~The ~~not~~Company ~~appealing~~announced ~~to certain~~on ~~business~~November ~~travelers~~15, ~~who~~2021 ~~demand~~that ~~business~~we ~~facilities~~will adopt ~~such~~an asinvestment ~~conference~~model ~~rooms,~~similar ~~and who prefer~~ to ~~lodge~~those ~~adjacent~~implemented toby ~~major~~some ~~airports, or~~other ~~business~~public ~~centers. As an innovative concept~~companies, ~~SHOC will locate nearby major airports or business center districts. These units will be equipped with home-office facilities~~ such as ~~hi-speed~~Power ~~internet,~~REIT(NYSE: ~~video conferencing, office accessories and other tools to empower today’s business travelers~~PW). ~~But~~It itwas also ~~presents~~announced that ~~the~~we ~~personalized~~had ~~charm,~~developed ~~including home-style full-equipped kitchen, to serve travelers with~~ a ~~home~~ ~~office~~pipeline ~~away~~of ~~from~~possible ~~home~~investment opportunities.

InThe ~~April~~Company ~~2021,~~owns ~~SHOC~~another ~~LLC made~~wholly-owned ~~its~~State ~~first~~of ~~investment~~Georgia ~~by acquiring a 10-unit apartment building in downtown Atlanta in April 2021~~LLC, ~~for~~the aHotal ~~consideration of approximately $750~~LLC,~~000.~~ Itwhich ~~plans~~has tono ~~convert~~operation ~~this~~and ~~building~~carries ~~into~~zero abook ~~SHOC property of 7-8 units, including two executive suites~~value.

~~Hotal~~We ~~Services~~occasionally ~~LLC~~invest ~~(“HOTAL”)~~in isprivate adebts ~~wholly~~and ~~owned~~other ~~subsidiary~~non-real estate opportunities, to the extent that the revenue generated from those opportunities will not exceed ten percent (10%) of total revenue of the Company. As of and itby isSeptember a30, ~~start-up~~2021, ~~whose~~UC ~~business~~Asset ~~strategy~~LP isheld debt investments of approximately $731,000 in total. $700,000 of those debts were assigned to ~~invest~~SHOC LLC as a capital contribution in ~~hospitality~~the ~~properties.~~fourth Itquarter ~~currently has~~of ~~made~~2020, nowhich ~~investments~~was reversed ~~and~~in ~~carries~~the ~~zero~~third ~~book~~quarter ~~value~~2021.

UC Asset LP also invests in private debts and other non-real estate opportunities, to the extent that the revenue generated from those opportunities will not exceed ten percent (10%) of total revenue of the Company. From inception through June 30, 2021, UC Asset LP held debt investments of approximately $739,000 in total. $700,000 of those debts were assigned to SHOC LLC as a capital contribution in the fourth quarter of 2020.

Results of Operations

~~Net~~Our ~~equity~~business purpose is to invest for capital appreciation. Among all financial indicators, the management perceives the increase of our book value per common unit (BVPU) as a key indicator of capital appreciation. Our BVPU has grown from $1.156~~/per~~ ~~unit~~ as of March 01, 2016, to $1.~~493/per~~534 ~~unit~~ (fully diluted) as of September ~~June~~ 30, 2021, after a $0.050 per unit distribution in 2018. The following table shows the change of ~~net~~BVPU ~~equity~~over ~~per~~12-month ~~share~~period ~~during~~ended September ~~this~~30, ~~period~~2021:

Period end	~~Net~~BVPU ~~Equity per Unit~~ pre-dilution		~~Net~~BVPU ~~Equity per Unit,~~ Fully-diluted *		~~Dividend Distributed per Unit~~
Inception, March 1, 2016 - unaudited	$	1.156		N/A
September 30, 2020-unaudited	$	1.363	$	1.319
December 31, 2016	$	1.332		N/A
December 31, 2020	$	1.583	$	1.538
December 31, 2017	$	1.560		N/A
September 30, 2021 - unaudited	$	1.534	$	1.484
December 31, 2018	$	1.482		N/A	$	0.050
December 31, 2019	$	1.528		N/A
December 31, 2020	$	1.583	$	1.538
June 30, 2021 - unaudited	$	1.529	$	1.493

Table I: ~~Net~~BVPU ~~equity per share~~ of UC Asset LP, ~~between~~ ~~March~~for ~~01,~~the ~~2016 to June 30, 2021~~reporting period.

*	Based on the assumption that all preferred units/convertible notes were converted into maximum possible number of common units. Currently there are 166,667 preferred units issued and they could possibly be converted at $1.60/unit into a maximum number of 187,500 common units.

On September 29, 2021, the Company announced that it may distribute a dividend of $0.10 per common unit for the year of 2021.

Material Changes in Financial Statements

Three months ended September 30, 2021

During the three months ended September 30, 2021, our portfolio investment increased by $1.4 million, which were mostly from the acquisition of a historic landmark building, the Rufus Rose House, for a consideration of approximately $1.65 million.

~~Three~~Our ~~months~~cash ~~Ended~~and ~~June~~cash equivalent 30decreased by $1.9 million, ~~2020~~which reflected mostly 1) the change of our portfolio investment, and 2) our operational expenses, which were $0.2 million during this period, consisting principally of management fees paid to our general partner, and professional fees.

InOur ~~this~~realized ~~second~~loss ~~quarter~~during ofthis ~~2020~~period is $0.09 million, and our ~~investment~~unrealized ~~operations~~loss ~~are~~during ~~primarily~~this ~~performed~~period ~~through~~is ~~our~~$0.26 ~~wholly~~million. ~~owned~~The ~~subsidiary~~numbers ~~Atlanta~~are ~~Landsight~~results ~~LLC~~of ~~and~~our ~~UCF~~continuous ~~Development~~portfolio ~~LLC~~management.

~~Due~~During to the ~~commencement~~3 ofmonths period ~~the~~ended ~~COVID-19~~September ~~pandemic~~30, ~~Atlanta Landsight chose to exit its investments on two properties in the second quarter of~~ 2020, bywe ~~selling~~recorded ~~them at~~an ~~reduced~~increase ~~prices.~~in ~~Atlanta~~net ~~Landsight~~equity ~~LLC had $463,462~~ of ~~realized loss, mostly from the sale of this two properties~~$0.07 ~~It also record $291~~million,~~805 of~~ ~~unrealized loss during this period,~~ mostly from ~~adjustment~~our ofoperational ~~the~~expenses ~~fair~~offset ~~market~~by ~~value of portfolio properties~~unrealized gains.

~~Our~~Nine ~~operational~~months ~~expenses~~Ended ~~were~~September ~~$113~~30,~~747~~ ~~during this period, consisting principally of management fees paid to our general partner, and professional fees. In addition, we made investment income of $14,525 from loan investments.~~2021

WeDuring ~~consolidated~~the nine-month period ended September 30, 2021, our ~~losses~~portfolio investment increased by $0.3 million, which were mostly from: 1) the acquisition of our first ~~into~~Airbnb-based aSHOC ~~realized~~property, ~~loss~~for a consideration of approximately $~~562~~750,~~675~~000, ~~and~~in anthe ~~unrealized~~second ~~loss~~quarter; 2) the acquisition of a historic landmark building, the Rufus Rose House, for a consideration of approximately $~~291~~1.65 million,~~805~~ in the third quarter; and 3) the liquidation of two residential properties.

~~During~~Our ~~the~~cash 3and ~~months~~cash ~~period~~equivalent ~~ended~~decreased ~~June~~by 30$0.6 million, ~~2020~~which reflected mostly 1) the change of our portfolio investment, weand ~~recorded~~2) aour ~~decrease~~operational inexpenses, ~~net~~which ~~equity~~were $0.5 million during this period, consisting principally of ~~$854~~management fees paid to our general partner,~~480~~ and professional fees.

~~Six~~Our ~~months~~realized ~~Ended~~gain ~~June~~during this 30period is $0.04 million, ~~2020~~and our unrealized loss during this period is $0.36 million. The numbers are results of our continuous portfolio management.

During the ~~six~~9 ~~month~~months ~~ended~~period ended June 30, 2020, ~~our~~we ~~investment~~recorded ~~operations~~a ~~were~~decrease ~~primarily~~in ~~performed~~net ~~through~~equity ~~our~~of ~~wholly~~$0.8 ~~owned~~million, ~~subsidiary~~mostly ~~Atlanta~~from ~~Landsight~~our ~~LLC~~operational expenses and ~~UCF~~continuous ~~Development~~portfolio ~~LLC~~management.

Atlanta Landsight LLC had $456,785 of realized loss, which were mostly from the exit of two portfolio properties at reduced price, and $1,187,608 of unrealized loss, which were mostly from readjustment of fair market value of our inventories in consideration of potential impact of the pandemic.

Our operational expenses were $226, 531 during this period, consisting principally of management fees paid to our general partner, and professional fees. In addition, we made investment income of $23,225 from loan investments.

UCFD transferred its farmland property to ALS along with the unrealized gain carried in the property. In additional, UCFD had $802 of realized losses from continuous operation.

We consolidated these gains/losses into a realized loss of $660,894 and a unrealized loss of $1,187,608.

During the 6 months period ended June 30, 2020, we also recorded a decrease in net equity of $1,848,502.

Three months Ended June 30, 2021

In this second quarter of 2021, we exited our investments in two residential properties held under Atlanta Landsight LLC, and invest into one commercial SHOC property through SHOC Holdings LLC, in the second quarter of 2021. We would invest into a historic landmark property through Atlanta Landsight LLC in the beginning of third quarter of 2021.

Atlanta Landsight LLC had $8,094 of realized gain, mostly from exiting the two properties, and $6,097 of unrealized loss, mostly from operating costs of holding its investment portfolio. SHOC Holdings LLC had $13,991 realized gain in this period, mostly from interests of loan investments

Our operational expenses were $103,503 during this period, consisting principally of management fees paid to our general partner, and professional fees. In addition, we made investment income of $493 from loans in this period.

We consolidated our gains/losses into a realized loss of $80,904 And a unrealized loss of $6,097.

During the three months ended June 30, 2021, we recorded a decrease in net equity of $87,001.

Six months Ended June 30, 2021

For the six months ended June 30, 2021, our investment operations are primarily performed through our wholly owned subsidiary Atlanta Landsight LLC and SHOC Holdings LLC.

Atlanta Landsight LLC had $47,870 of realized gain, mostly from liquidating two portfolio properties and received rental incomes from held portfolio properties, and $106,313 of unrealized loss, mostly from the adjustment of fair market value of two portfolio properties due to change of use. SHOC Holdings LLC had $23,340 realized gains in this period, mostly from interest income from its portfolio investments.

Our operational expenses were $224,998 during this period, consisting principally of management fees paid to our general partner, and professional fees. In addition, we made investment income of $2,654 from short term loans.

We consolidated our gains/losses into a realized loss of $151, 113 And an unrealized loss of $106,313.

During the six months ended June 30, 2021, we recorded a decrease in net equity of $257,426.

Trend information

The following discussion covers some significant trends or uncertainties affecting our business during ~~fiscal~~the ~~2020~~reporting period, in our industry, or to the macro economy, ~~since the last fiscal year,~~ which had impacts on our ~~operations.~~continuing ~~It also covers known trends~~operations, ~~uncertainties,~~particularly ~~demands, commitments or events that are reasonably likely to have a material effect~~ on our ~~operation~~portfolio ~~for the current fiscal year of 2021~~investments.

Public trading of our common units and filing of Form 10-12G

On January 02, 2020, our common units began being quoted on the OTCQX, the Best Market of OTC Markets.

On September 18, 2020, we filed Form 10-12G to convert our Partnership into a fully-reporting public company. This is a step to lay foundations for possible secondary public offering and/or upgrading to national exchanges such as NASDAQ or NYSE, however, there is no assurance that there events will ultimately occur. Since then, we have filed four amendments to Form 10-12G in response to SEC comments.

Impact of COVID-19 on national and local real estate markets

COVID-19 pandemic has had a huge impact on real estate markets. We have closely followed its impacts. We published a “White Paper” on February 23, 2021, to outline our major observations, analyses, and conclusions. In the White Paper the management concluded that the unusual price hike of residential property in 2020 and 2021 was an unexpected consequence of the pandemic, and therefore not sustainable, and probably will peak in the second half of 2021. The White Paper also concluded that fast rising construction costs, which is also a consequence of COVID-19 pandemic, made it undesirable to invest into residential homes that need redevelopments.

For a detailed discussion on the impact of COVID pandemic on real estate market, please refer to a whitepaper published by us: https://www.ucasset.com/WhitePapers/2021%20Management%20White%20Paper.pdf

Application of blockchain technology (NFT) in real estate industry

In the beginning of the third quarter of 2021, ALS acquired historical Rufus Rose House in downtown Atlanta through a standard property purchase deal. It will partner with block-chain technology companies to issue Non-fungible Tokens (“NFT”) based on certain derivative property rights (For example, the right to use the image of the property for business purpose). ~~ALS~~According ~~expects~~ to the projection provided by the third party, ALS may collect $1 million to $5 million from sales of those NFTs. This projection is of a broad range and highly speculative. The actual result may vary significantly from the projection. As of and by the end of this reporting period, the management has no reasonable ground to determine whether and/or when any of the projected sales will be realized. It is worthy to notice that ALS acquired Rufus Rose House on the basis of its commercial value as an office building, and any sales from NFTs representing the properties’ intangible and historic value will provide extra return on this investment. To sum up, NFT licensing fee is potentially an extra source of return that may have significant positive impact on our operation results, but it is of high uncertainties and not reliable at this moment.

If this strategy is successful, ALS may acquire more historical buildings to form similar business partnerships. All work in the development and sale of NFTs will be performed by ALS’ technology partners, while ALS will acquire and manage its investment portfolio of historical landmark properties.3

4Expansion of our portfolio into cannabis properties

On September 29, 2021, the Company announced that we will expand our portfolio into cannabis properties. As of and by September 30, 2021, we have not disclosed any specific plan regarding cannabis property investments. On November 15, 2021, we announced that we will follow similar investment strategies implemented by other public companies, such as Power REIT (NYSE: PW). It was also announced that we had developed a pipeline of possible investment opportunities.

Pending receipt of 100 million restricted shares of PURA Inc (OTC: PURA)

On November 04, 2021, the Company reached a debt settlement agreement with PURA Inc, which owed $1.2 million to the Company in form of a convertible note, which matured at October 30, 2021 and was defaulted by PURA. Under the debt settlement agreement PURA would pay back the principal of $1.2 million in five payments spreading over 12 months, or have a third party acquired the principal for $1.2 million in five payments spreading over 12 months, and would issue the company 100 million restricted shares within 15 business days. By and as of the day of filing this report, the Company has not received the 100 million restricted shares, although the process has started.

Once received, the Company shall be able to book these shares valued at their current market price, which, based on PURA’s share price so far November, may range between $1.3 million to $1.7 million. This will increase the net equity of the Company by the same amount. However, given the volatility of OTC stocks, the Company will reserve a provisional loss on these shares, which will be decided on basis of PURA’s trading history with consideration to the uncertainty in the next 12 months. Due to the provisional loss, the increase of the Company’s net equity will be significantly less than the projected $1.3 million to $1.7 million.

Critical accounting estimates

Since our inception, we have adopted fair market accounting under ASC (Accounting Standards Codification) 946-10-15. The fair market value of our portfolio properties is assessed and reassessed each and every year by the end of fiscal year, using one of the following methods: 1) independent appraisals conducted by licensed and independent third parties; 2) executed contracts which provides definitive amount of selling a property, discounted to current value; or 3) cost-based valuation when there are no obviously reasonably methods to follow.

At this moment, a major portion of our portfolio properties are appraised annually, using data collected by and as of the end of calendar year. Since property market may be volatile during the year, the appraised valuation may not reflect the real value of these properties. In the future, we may appraise our portfolio properties on semi-annual bases, so that our financial statements will better represent the reality of our operation.

For the year of 2021, the year-end appraisal may result in a substantial increase of book value of the Rufus Rose House, since management believes that we acquired the property at a price substantially under its fair market value.

Liquidity and Capital Resources

Capital Resources

Initial Public Offering

In January 2018, we made our first public filing of our Offering Circular with the SEC, pursuant to the requirements of Regulation A plus. On June 13, 2018, our Offering Circular was qualified by the SEC. Our IPO was closed on October 12, 2018. The gross amount of capital raised in the offering was $1.45 million. We had a total of 80 limited partners after the IPO.

Issuance of Series A Preferred Units

On March 02, 2020, the Company closed a private placement, pursuant to which the Company issued 166,667 shares of Series A Preferred Units, at a price of $1.80/unit raising a total of $300,000. The Series A Preferred Units may be converted into common units at the holder’s discretion at any time after March 02, 2021. The conversion price may range between $1.60 - $1.80 per unit, depending on the trading price of common units at the time of conversion. By the end of second quarter of 2021, none of Series A Preferred Units had been converted.

Debt financing

As of and by June 30, 2021, our outstanding debt includes a loan facility of $400,000 from a local bank, utilized by our subsidiary SHOC LLC. It matures in the third quarter of 2022 and carries an annual interest of 4.25%.

Cash Flows

As an investor, we do not manage the operation of any of our portfolio property, except for some insignificant and non-material operative activities. We intend to form partnerships with third party operators/managers, under which the third party will acquire the right to operate/manage our property by paying rent, forming a profit-sharing partnership, or by other arrangements which may be innovative. We usually require the third-party bear all operating cost, except for a few insignificant expenditures such as property owner insurance.

Under such a business model, we don’t usually have significant amount of cash commitments from our daily operation, except for 1) management fees and professional fees, which are usually stable and predictable period-to-period; and 2) due amount of our debt financing. Besides these cash commitments, our demand for cash comes primarily from our desire to expand our portfolio by making new investments, for which the amount and schedule are highly controllable by the management, and will unlikely constitute any mandatory cash commitments.

The following table shows a summary of cash flows for the periods set forth below:

	Quarter Ended June 30, 2021			Quarter Ended June 30, 2020
	Nine months Ended September 30, 2021			Nine months Ended September 30, 2020
Net cash used in operating activities	$	78(348,~~552~~853	)	$	~~599~~(667,~~062~~642	)
Net cash provided by investing activities	$	1,061,699		$	581,587
Net cash (used in) provided by investing activities	$	(644,745	)	$	807,886
Net cash provided by financing activities	$	400,000		$	~~192~~532,000
Cash at beginning of period	$	1,~~338~~419,~~328~~710		$	25153,~~076~~687
Cash at end of period	$	2826,~~721,469~~112		$	~~199~~825,~~601~~931

	Half year Ended June 30, 2021		Half year Ended June 30, 2020
Net cash used in operating activities	$	170,440	$	627,673
Net cash (used in) provided by investing activities	$	1,072,199	$	181,587
Net cash provided by financing activities	$	400,000	$	492,000
Cash at beginning of period	$	1,419,710	$	153,687
Cash at end of period	$	2,721,469	$	199,601

Net Cash (Used in) Provided in Operating Activities

~~Net~~For ~~Cash~~the ~~Used~~nine months ended September 30, 2020, our net cash used in ~~Operating~~operating ~~Activities~~activities are primarily the result of 1) management fees; 2) professional fees; 3) $346,000 of lost in selling two properties under their book values; and 4) other miscellaneous spending.

For the ~~three~~nine months ended ~~June~~September 30, ~~2020~~2021, ~~and~~our ~~the six months ended June 30, 2020,~~ net cash used in operating activities ~~was~~are primarily the result of 1) management fees ~~and~~; 2) professional fees; and 3) other miscellaneous spending.

For the three months ended June 30, 2021, and the six months ended June 30, 2021, net cash used in operating activities was primarily the result of management fees and professional fees.

Net Cash (Used in) Provided by Investing Activities

For the ~~three~~nine months ended ~~June~~September 30, 2020, net cash provided by investing activities was primarily the result of approximately $~~866~~1,807,000 we received selling four ~~two~~ residential properties, minus: approximately $545,000 invested on improvement of properties, and $400,000 investment in debt.

For the ~~six~~nine months ended ~~June~~ September 30, ~~2020~~2021, net cash provided by investing activities was primarily the result of ~~the~~approximately ~~above-reported~~$1,910,000 ~~plus~~received from selling two residential properties, minus: $~~400~~750,000 ~~investment~~invested in ~~debts~~acquiring one commercial property, $1,650,000 invested in acquiring a historic landmark commercial property, and approximately $168,000 into the preservation of a landmark property and improvement on other properties.

For the three months ended June 30, 2021, and for the six months ended June 30, 2021, net cash provided by investing activities was primarily the result of approximately $1,910,000 received from selling two residential properties, $350,000 invested in acquiring one commercial property, and $16,500 earnest money invested in acquiring a historic landmark property.

Net Cash Provided by Financing Activities

For the ~~three~~nine months ended ~~June~~September 30, ~~2021~~2020, net cash provided by financing activities was primarily the result of increase in a construction loan utilized by Atlanta Landsight of $82232,000, plus net proceeds of $300,000 in contribution by a limited partner through issuance of Series-A Preferred Units.

For the ~~six~~nine months ended ~~June~~ September 30, ~~2020~~2021, net cash provided by financing activities was primarily ~~due~~the toresult aof ~~construction~~an acquisition loan, asutilized ~~discussed~~by ~~above,~~SHOC ~~plus net proceeds of~~Holdings ~~$300~~LLC,~~000~~ in ~~contribution~~the byamount ~~a limited partner through issuance~~ of ~~Series A Preferred Units~~$400,000.

For the three months ended June 30, 2021, and for the six months ended June 30, 2021, net cash provided by financing activities was primarily the result of a n acquisition loan utilized by SHOC Holdings LLC, in the amount of $400,000.

Commitments and Contingencies

We pay quarterly management fees to our general partner, UCF Asset LLC. Management fees are calculated at 2.0% of assets under management as of the last day of our preceding fiscal year. Management fees for the three months ended ~~June~~September 30, 2020 and 2021 were $45, 287 and $3244, ~~053~~613, respectively. ~~Management~~ Management fees for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2021 were $89135,861 ~~075~~ and $77133,~~053~~838, respectively.

InWe ~~addition, we~~ lease space from an unaffiliated third party at 2299 Perimeter Park Drive, Suite 120 in Atlanta, GA. Rent is paid monthly and the amount paid is as follows: $2,~~096~~158 from November 2, ~~2019~~2020 through November 1, ~~2020~~2021, and $2,~~158~~374 ~~for~~on ~~the~~a ~~next~~monthly ~~twelve~~basis ~~months~~since ~~until~~ November 12, 2021. Pursuant to the terms of the lease, we have provided a deposit of $2,189 to the landlord.

We have an outstanding debt of $400,000 and are paying monthly interest on an annual rate of 4.25%. The debt matures in the third quarter of 2022.

On September 29, 2021, the Company announced that it may distribute a dividend of $0.10 per common unit for the year of 2021. If delivered, the total amount of dividend will be approximately $548,500 based on the number of outstanding shares. The dividend will be distributed in the first or second quarter of 2022, after the companies 2021 financials are audited.

Capital Resources

Since our inception, we have funded our operations primarily through the sale of limited partner interests in private placements. Prior to our public offering, there were 42 limited partners in the Partnership, who invested a total amount of $6.9 million. Our Initial Public Offering pursuant to the requirements of Regulation A plus was closed on October 12, 2018. The gross amount of capital raised in the offering was $1.45 million. We had a total of 80 limited partners after the IPO. On March 02, 2020, we closed a private placement from an accredited investor, pursuant to which the Company raised a total of $300,000. Altogether, we have raised a total amount of $8.65 million from selling our equity interest.

The Company may raise more capital through private or public offering of its partnership interests. There are no guarantees, however, that the Company will be able to do so.

Debt financing

As of and by September 30, 2021, our outstanding debt includes a loan facility of $400,000 from a local bank, utilized by our subsidiary SHOC LLC. It matures in the third quarter of 2022 and carries an annual interest of 4.25%.

Off Balance-sheet Arrangements

The Company doesn’t have any off balance-sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2021.

Our management, with the participation of our (principal executive officer, and our principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based on this evaluation, our management has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer, our principal accounting officer and our principal financial officer), to allow timely decisions regarding required disclosure. The reason or these deficiencies are as follows:

	1)	We have an inadequate number of personnel.

	2)	We do not have sufficient segregation of duties within our accounting functions.

	3)	We have insufficient written policies and procedure over our disclosures.

Evaluation of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and our principal accounting officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate, because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our principal executive officer and our principal accounting officer, an evaluation of the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2021 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of ~~June~~September 30, 2021, our Company’s internal control over financial reporting was not effective based on present Company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended ~~June~~September 30, 2021, that materially affected, or ~~are~~ are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s ~~last~~ last evaluation.

Coronavirus Impact (COVID-19)

Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, some companies have canceled conferences and travel plans and are requiring employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.

We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and interfere with the pursuit of our business plan. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the outbreak of the coronavirus on our operations. The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

To our knowledge there are no material pending legal proceedings against the Partnership at the time of this filing.

Item 1A. Risk Factors.

Not required as a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

OnThere ~~March~~are ~~02,~~no ~~2020, the Company~~unregistered ~~closed~~sales ~~a private placement, pursuant to which the Company issued 166,667 shares~~ of ~~Series~~equity Asecurities ~~Preferred~~during ~~Units, at a price of $1.80/unit raising a total of $300,000. Proceeds from~~ the ~~sale~~reporting ~~of Series A Preferred Units were used to expand the Company’s exist investment portfolio~~period.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

3.1		Certificate of Limited Partnership of UC Asset Filed previously with our Form 1A on February 12, 2018.

3.2		Limited Partnership Agreement Filed previously with our Form 10-12G/A on November 05, 2020

3.3		Certificate of Designation of Series A Preferred Units Filed previously with our Form 1U on June 9, 2020

10.1		Audit Committee Member Service Agreement Filed Previously with our Form 1-K on April 01, 2020

31.1		Section 302 Certification by Principal Executive Officers and Principal Accounting Officers, or persons performing similar functions:
		31.1a: Section 302 Certification by Managing General Partner
		31.1b: Section 302 Certification by Majority Member of General Partner

31.2		Section 906 Certification by Principal Executive Officer and Principal Accounting Officers, or persons performing similar functions:
		31.2a: Section 906 Certification by Managing General Partner
		31.2b: Section 906 Certification by Majority Member of General Partner

101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant 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 thereunto duly authorized.

By:	/s/ Gregory Charles Bankston	and	/s/ Xianghong Wu
Gregory Charles Bankston Managing General Partner	~~Gregory Charles Bankston Managing General Partner~~		Xianghong ~~WuMajority~~Wu Majority Member of General Partner
	September 10, 2021		September 10, 2021
November 22, 2021			November 22, 2021

Filing Compare · UC Asset LP