Commission File Number: 0-9773
TASA PRODUCTS LIMITED
(Exact name of registrant as specified in it's charter)
Washington 91-1121874
(State or other Jurisdiction of (IRS Employer ID No.)
incorporation or organization)
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: X 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
Item 1: Financial Statements
See Appendix A
Item 2: Management's Discussion and Analysis of the Financial
Condition and Results of Operations
Sales, amounting to about $1,032,000, were made by LINC Technology
Corporation in the second quarter of 1999, only a small portion of
which were 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.
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. As a result of this new arrangement, no royalties
accrued in this fiscal period.
The partnership originally had 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 is owned, at present, by
Messrs. Maes, Steffey, and Nichols in the amount of 19% each; Mr.
Murphy owns 10% and the balance of 33% is owned by outside
investors. Mr. Nichols resigned from LINC in August 1991, but
remains a stockholder. 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. The royalty arrangement has been
modified slightly as described in the first paragraph.
LINC Technology Corporation's address is 2635 151st Place NE
Redmond, WA 98052 and telephone 425-882-2206. Modest sales
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, that
capital can be obtained or that sufficient sales will result so
that any significant royalties will be paid to the partnership.
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. LINC intends
to continue to pursue either public or private financing, but there can
be no assurance that such financing will be available. Thus far
LINC has supported its growth from its own cash flow.
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
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.
Item 2: Changes In Securities: None
Item 3: Defaults Upon Senior Securities: None
Item 4: Submission Of Matters To A Vote Of Security Holders: None
Item 5: Other Information: None
Item 6: Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
a) Documents filed as part of this Report: Unaudited
financial statement.
b) Reports on Form 8-K: None.
Appendix A
TASA PRODUCTS LIMITED
BALANCE SHEET
SEPTEMBER 30, 1999
(UNAUDITED)
ASSETS
Cash $ 0
Royalties Receivable 0
--------
TOTAL CURRENT ASSETS $ 0
Intangible Assets Less Amortization 0
Receivable from Affiliates Less Allowance 0
--------
TOTAL ASSETS $ 0
LIABILITIES AND PARTNERS' EQUITY
Accounts Payable $ 0
Taxes Payable 0
--------
TOTAL CURRENT LIABILITIES 0
Payable to Affiliates 109,443
Interest Payable 875,376
Notes Payable 1,400,000
------------
TOTAL LIABILITIES 2,384,819
Partners' Capital (2,384,819)
------------
TOTAL LIABILITIES
AND PARTNER'S EQUITY 0
TASA PRODUCTS LIMITED
STATEMENT OF INCOME
FOR THE QUARTER ENDING
SEPTEMBER 30, 1999
(UNAUDITED)
Royalty Revenue $ 0
Expenses 0
-----
Net Income (Loss) $ 0
TASA PRODUCTS LIMITED
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDING
SEPTEMBER 30, 1999
(UNAUDITED)
Net Cash Provided By Operating Activities $ 0
Net Cash Used By Investing Activities 0
Net Cash Provided By Financing Activities 0
-----
Net Increase In Cash $ 0
Cash At Beginning Of Period $ 0
------
Cash At End Of Period $ 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.
TASA PRODUCTS LIMITED
(Registrant)
10/05/99 Michel E. Maes, General Partner
Date (Signature)
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