TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 21, 2023 Larry Xianghong Wu Majority Owner of General Partner UC Asset LP 2299 Perimeter Park Drive, Suite 120 Atlanta, Georgia 30341 Re: UC Asset LP Amendment No. 5 to Registration Statement on Form 10-12G Response Dated October 29, 2021 Form 10-K for Fiscal Year Ended December 31, 2020 Form 10-Q for Fiscal Quarter Ended March 31, 2021 File No. 000-56203 Dear Larry Xianghong Wu: We issued comments on the above captioned filing on March 24, 2022. On April 29, 2022, we issued a follow-up letter informing you that those comments remained outstanding and unresolved, and absent a substantive response, we would act consistent with our obligations under the federal securities laws. As you have not provided a substantive response, we are terminating our review and will take further steps as we deem appropriate. These steps include releasing publicly, through the agency s EDGAR system, all correspondence, including this letter, relating to the review of your filing, consistent with the staff s decision to publicly release comment and response letters relating to disclosure filings it has reviewed. Please contact William Demarest at (202)551-3432 or Robert Telewicz at (202)551-3438 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Richard W. Jones