Post-Qualification Offering Circular Amendment No. 2

File No. 024-10802

EXPLANATORY NOTE

This Post-Qualification Amendment No. 2 to Form 1-A (this “Post-Qualification Amendment”) is being filed by UC Asset LP solely for the purpose of amending Exhibits 3.1 and 4.1. Accordingly, this Post-Qualification Amendment consists only of Part I, this Explanatory Note, Part III, the signature page, and the amended exhibits. The Offering Circular is unchanged and has therefore been omitted.

Part III – EXHIBITS

Exhibit No.	Description
2.1	Certificate of Limited Partnership of UC Asset LP*
3.1	Limited Partnership Agreement, as amended and restated (to be effective upon the date of qualification of the offering statement)
4.1	Subscription Agreement
6.1	Non-Secured Promissory Term Note Agreement, by and between Gregory Bankston and UC Asset LP, dated as of September 30, 2016*
6.2	Secured Promissory Term Note Agreement, by and between Armonia International, LLC and UC Asset LP, dated as of April 1, 2017*
11.1	Consent of Daszkal Bolton LLP*
11.2	Consent of Reed Smith LLP (contained in Exhibit 12.1)*
11.3	Consent of Mr. Daniel K. Godwin*
11.4	Consent of Mr. Gordon Waters*
12.1	Opinion of Reed Smith LLP*

* Previously filed

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Post-Qualification Amendment No. 2 to Form 1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on September 7, 2018.

UC ASSET LP
By:	UCF ASSET LLC
	/s/ Gregory C. Bankston
	Name: Gregory C. Bankston
	Title:  Managing Member

This Post-Qualification Amendment No. 2 to Form 1-A has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Gregory C. Bankston	Managing Member, UCF Asset LLC	September 7, 2018
Gregory C. Bankston
/s/ Xianghong Wu	Member of Majority Interest, UCF Asset LLC	September 7, 2018
Xianghong Wu

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