Attached files
| file | filename |
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| EX-31 - EXHIBIT 31 - TASA PRODUCTS LTD | ex31.htm |
| EX-32 - EXHIBIT 32 - TASA PRODUCTS LTD | ex32.htm |
10-Q
Commission
File Number: 0-9773
TASA
PRODUCTS LIMITED
(Exact
name of registrant as specified in it's charter)
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Washington
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91-1121874
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|
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(State
or other Jurisdiction of incorporation or organization)
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(IRS
Employer ID No.)
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14508 SE
51st, Bellevue, WA 98006
(Address
and zip code of principal executive offices)
Registrant's
telephone number, including area code: (425) 746-6761
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: T
No:
DOCUMENTS
INCORPORATED BY REFERENCE
Form S-1,
TASA Products Limited, Commission File No. 0-9773, but excluding the balance
sheet of TASA Products Limited together with the report of independent certified
public accountants, is incorporated by reference.
PART I -
FINANCIAL INFORMATION
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Item
1:
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Financial
Statements
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See
Appendix A
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Item
2:
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Management's
Discussion and Analysis of the Financial Condition and Results of
Operations
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The
partnership originally licensed the manufacturing and sale of its products to
Communications Research Corporation, (CRC) a subsidiary of Energy Sciences
Corporation, (ESC). ESC and the Partnership entered Chapter 11
bankruptcy proceedings on April 29, 1986. On May 13, 1988, ESC's
bankruptcy was dismissed and all remaining assets, primarily amounts owed to ESC
by the partnerships and the rights to produce electronic products at CRC, were
repossessed by the sole secured creditor of ESC, Mr. Thomas Murphy. A
new company was formed in September 1988, called LINC Technology Corporation.
The company ownership was restructured recently and is now owned by Messrs. Maes
and Steffey in the amount of 41% each; the balance of 18% onwership
is held by Mr. Murphy's heirs, Mr. Nichols, a founder, and by outside investors.
Mr. Nichols resigned from LINC in August 1991,remains a stockholder and is now a
Board of Directors member. Mr. Maes is no longer President or a member of the
Board of Directors. Mr. Maes is a stockholder. Mr. Steffey is
President
LINC has
been initially privately financed with $49,000 of cash to pursue a variety of
opportunities in electronics and data communications. LINC believes
that a market remains for some of the partnerships' products. Initial
emphasis is on LCM and DOVE. A license has been entered into between
the partnership and LINC, similar in terms to that which existed with CRC, with
the exception that in return for elimination of most of the debt owed by the
partnerships to ESC, (and now, therefore, Mr. Murphy), and in recognition of the
need to attract more capital for LINC, the royalty to be paid the partnerships
is set at 5% of gross sales, (compared to the prior formula, ranging from 10%
down to 6%). The new royalty is divided between partnerships in the
case of joint ownership of rights, such as the case with DOVE, for
example. All royalties were deferred for three years from September
1988 in order to allow LINC to build its working capital. Starting in
September 1991, royalties are 1% of gross sales for twelve months, 3% of gross
sales for the next twelve months and 5% thereafter.
In 1995,
a new royalty agreement was put into effect in order to reduce administrative
expenses. Under the new plan, no royalties will accrue to the
partnership until a total of $300,000.00 of sales on products licensed to LINC
Technology Corporation have been generated and collected. At that
point, a lump sum royalty payment of $15,000.00 will be paid to the patrnership
group of TASA Products Limited (the Partnership), Energy Sciences Limited
Partnership, Telemetric Controls Limited Partnership, and Communications Link
Limited Partnership. After such payment, again no royalty will accrue
or be owed until another $300,000.00 in sales has occured, after which a second
lump sum of $15,000.00 is due, and so forth. LINC Technology
Corporation will be responsible for periodic mailings to the partnership at its
expense. Bases on IRS regulations, no partnership 1065 tax returns
and K-1s will have to be filed or issued until the royalty
accrues. Royalties of $12,118 were paid to the Partnership in
December 1999 and a total disbursement of $10,906 was made to the limited
partners in February 2000. $1,212 was paid to historical creditors of
the partnership. The general partners did not receive any payments
from the partnership.
As
described above, in 1995, the General Partners put in place an arrangement under
which royalties would not be payable to the partnerships and profit would not
accrue until a total of $300,000 in sales had occured. In 2003, as
the amount of sales was approaching $300,000 again, the General Partners
reviewed the costs associated with preparing the partnership tax returns (Form
1065) and the preparation and mailing of both the K-1s and distribution
checks. Based on our experience in 2000, the General Partners
estimated the cost to be approximately $5000.00. In addition, the General
Partners heard from many Limited Partners that the trouble involved in providing
the tax information to their accountants was not worth the money that they
received. The General Partners therefore increased the level of sales
required before a royalty payment is due from $300,000 to $600,000, which would
result in a royalty payment totalling $30,000, instead of $15,000 to be divided
among all individual limited partners, the amount will be $30,000. As
a result, a smaller percentage of the royalty would go to tax form and check
preparation costs. As a result of this new arrangement, no royalties
accrued in this fiscal period.
LINC
Technology had planned to make a distribution the the partnership in late
2008. The accrual and distribution at the end of 2008, the the
effects of the ressesion prevented that from happening. It is hoped
the the accrual and distribution can take place in late 2009 but such
distribution is not certain.
Only a
small portion of the LINC Technology Corporation's sales were for products which
the Partnership licenses to LINC Technology Corporation. Accounting
of the amount of sales on products subject to partnership royalty will not be
done until the end of the calender year.
LINC
filed a registration statement with the State of Washington, under the ULOR
provision, for sale of up to $450,000 worth of its common stock, which became
effective May 9, 1989. No stock was sold under the offering and it
was withdrawn on May 10, 1990. Thus far LINC has supported its growth
from its own cash flow.
LINC
Technology Corporation's address is 3535 Factoria Blvd. S.E., Bellevue, WA 98006
and telephone 425-882-2206. Modest sales of the partnership's
products continue to be made but are still irregular quarter to
quarter. The company concentrates on industrial data
communications. There can be no guarantee that LINC will be
successful, or that sufficient sales of the partnership's products will result
so that any significant royalties will be paid to the partnership. No
royalties or expenses were accrued by or paid to the partnership in the quarter
ending 9-30-09.
PART II -
OTHER INFORMATION
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Item
1:
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Legal
Proceedings
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The staff
of the Securities and Exchange Commission's Division of Enforcement recommended
to the Commission that it authorize the staff to file a civil injunction action
against the Partnership and Messrs. Maes and Steffey to require timely filing of
reports with the commission. Such an injunction was entered on June
25, 1986. All subsequent reports have been timely filed.
On
October 16, 1989 the U.S. Bankruptcy Court ordered the conversion of the
partnership's Chapter 11 to a Chapter 7. On May 11, 1990, the
partnership filed an amended motion to dismiss the Chapter 7. The
motion was granted on June 21, 1990 and the partnership is no longer in
bankruptcy.
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Item
2:
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Changes
In Securities: None
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Item
3:
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Defaults
Upon Senior Securities: None
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Item
4:
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Submission
Of Matters To A Vote Of Security Holders:
None
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Item
5:
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Other
Information: None
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Item
6:
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Exhibits,
Financial Statement Schedules, and Reports on Form
8-K
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a)
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Documents
filed as part of this Report: Unaudited financial
statement.
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b)
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Reports
on Form 8-K: None.
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Item
9:
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Disagreements
on Accounting and Financial Disclosure
Matters
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TASA has
no independent accountant at present, in accordance with Rule 3-11 of Regulation
S-X
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Item
9A
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Controls
and Procedures
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The
Partnership's disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that are filed or submitted
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summerized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Disclosure controls and
procedures include, without limitation, controls and proceedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Act is accumulated and communicated to the
issuer's management including its principal executive and principal financial
officers, or persons performing similar functions (the General Partners), as
appropriate to allow timely decisions regarding required
disclosure.
The
General Partners have reviewed the effectiveness of the Partnership's disclosure
controls and procedures as of the end of the period covered by this Form 10-Q
report and have concluded that the disclosure controls and proceedures are
effective.
There
were no changes in our internal control over financial reporting during the
three months ended Sept. 30, 2009. have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
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9B
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Other
Information
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None
Appendix
A
TASA
PRODUCTS LIMITED
BALANCE
SHEET
Sept. 30,
2009
(UNAUDITED)
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ASSETS
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||||
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Cash
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$ | 0 | ||
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Royalties
Receivable
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0 | |||
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TOTAL
CURRENT ASSETS
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$ | 0 | ||
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Intangible
Assets Less Amortization
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0 | |||
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Receivable
from Affiliates Less Allowance
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0 | |||
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TOTAL
ASSETS
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$ | 0 | ||
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LIABILITIES
AND PARTNERS' EQUITY
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||||
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Accounts
Payable
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$ | 0 | ||
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Taxes
Payable
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0 | |||
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TOTAL
CURRENT LIABILITIES
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0 | |||
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Payable
to Creditors (Non-Recourse)
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2,383,607 | |||
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TOTAL
LIABILITIES
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2,383,607 | |||
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Partners'
Capital
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(2,383,607 | ) | ||
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TOTAL
LIABILITIES AND PARTNER'S EQUITY
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0 | |||
TASA
PRODUCTS LIMITED
STATEMENT
OF INCOME
FOR THE
QUARTER ENDING
Sept. 30,
2009
(UNAUDITED)
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Royalty
Revenue
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$ | 0 | ||
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Expenses
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0 | |||
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Net
Income (Loss)
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$ | 0 |
TASA
PRODUCTS LIMITED
STATEMENT
OF CASH FLOWS
FOR THE
QUARTER ENDING
Sept. 30,
2009
(UNAUDITED)
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Net
Cash Provided By Operating Activities
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$ | 0 | ||
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Net
Cash Distribution to Partners
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0 | |||
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Net
Cash Distribution to Creditors
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0 | |||
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Net
Cash Used By Investing Activities
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0 | |||
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Net
Cash Provided By Financing Activities
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0 | |||
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Net
Increase In Cash
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0 | |||
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Cash
At Beginning Of Period
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0 | |||
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Cash
At End Of Period
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$ | 0 |
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.
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TASA
PRODUCTS LIMITED
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(Registrant)
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11-5-09
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/S/
Michel E. Maes, Co-General Partner
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(Date)
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(Signature)
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