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 $930,000, were made by LINC Technology
Corporation in the second quarter of 2000, 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.
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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. 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.
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.
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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.
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Appendix A
TASA PRODUCTS LIMITED
BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
ASSETS
Cash $ 0
Royalties Receivable 0
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TOTAL CURRENT ASSETS $ 0
Intangible Assets Less Amortization 0
Receivable from Affiliates Less Allowance 0
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TOTAL ASSETS $ 0
LIABILITIES AND PARTNERS' EQUITY
Accounts Payable $ 0
Taxes Payable 0
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TOTAL CURRENT LIABILITIES 0
Payable to Creditors (Non-Recourse) 108,231
Interest Payable (Non-Recourse) 875,376
Notes Payable (Non-Recourse) 1,400,000
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TOTAL LIABILITIES 2,383,607
Partners' Capital (2,383,607)
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TOTAL LIABILITIES
AND PARTNER'S EQUITY 0
TASA PRODUCTS LIMITED
STATEMENT OF INCOME
FOR THE QUARTER ENDING
JUNE 30, 2000
(UNAUDITED)
Royalty Revenue $ 0
Expenses 0
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Net Income (Loss) $ 0
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TASA PRODUCTS LIMITED
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDING
JUNE 30, 2000
(UNAUDITED)
Net Cash Provided By Operating Activities $ 0
Net Cash Distribution to Partners 0
Net Cash Distribution to Creditors 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)
7-10-00 Michel E. Maes, General Partner
Date (Signature)
