UC ASSET LP: Non-Reliance on Prior Financial Statements, Audits or Interim Reviews (Form 8-K)

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Section 4.02. No reliance on previously issued financial statements or related audit report or completed interim review.

At March 22, 2022the management of UC Asset LP (the “Company”) was notified orally, then, on March 24, 2022the Company’s management has been notified in writing by the American Security and Exchange Commission (the “SEC”), that the SECOND disagreed with the Company’s conclusion that UC Asset LP and its subsidiaries met the criteria for applying investment company accounting under ASC 946 for certain historical periods. Accordingly, financial statements previously issued by the Company for certain periods should no longer be relied upon. Specifically, the following repositories should not be relied upon.

The company’s registration statement on Form 10-12 G filed on September 18, 2020; The company’s registration statement on Form 10-12 G/A filed on December 21, 2020; the Company’s registration statement on Form 10-12G/A filed on March 11, 2021; the Company’s registration statement on Form 10-12G/A filed on April 29, 2021; the company’s annual report on Form 10-K filed on August 3, 2021; the Company’s quarterly report on Form 10-Q filed on September 10, 2021; the Company’s quarterly report on Form 10-Q filed on September 10, 2021; the Company’s registration statement on Form 10-12G/A filed on September 16, 2021; the Company’s amended annual report on Form 10-K/A filed on November 1, 2021and the Company’s Quarterly Report on Form 10-Q filed on November 23, 2021.

The Company has historically used investment company accounting based on its understanding of the rules relating to the use of these accounting methods; however, in light of staff’s conclusion SECOND disclosed above, management has concluded that the financial statements listed above should not be relied upon. Management has further decided to evade registration requirements under the Securities Act of 1934 by filing SEC Form 15, which it is qualified to do. Consequently, the SECOND the aforementioned filings will not be changed and future filings will be made under the rules of Regulation A in accordance with its prior filing requirements.

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

Caution Regarding Forward-Looking Statements

This Form 8-K contains information that constitutes forward-looking statements. Forward-looking statements often address our expected future business and financial performance and often contain words such as “believe”, “expect”, “anticipate”, “intend”, “plan” or “will”. . By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Such forward-looking statements may involve risks and uncertainties that could cause actual results to differ materially from future results contemplated by the forward-looking statements. Examples of such forward-looking statements include, but are not limited to, statements regarding our expectations regarding lower revenue and bad debts, increased net cash provided by operating activities, reclassification of any portion of restricted cash or our expectations of any restated amounts in our financial statements for the restated periods. Factors that could cause or contribute to such differences include: review of the Company’s accounting, accounting policies and internal control over financial reporting; and the subsequent discovery of additional adjustments to the Company’s previously issued financial statements. Actual events or results may differ materially from the Company’s expectations. In addition, our financial results and share price may suffer as a result of this review and any subsequent decisions in this process, or any actions taken by government agencies or other regulators as a result of this process. . We do not undertake to update our forward-looking statements, except as required by applicable securities laws.

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