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.
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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 $1,566,000, were made by LINC Technology
Corporation in the third 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.
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.
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.
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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
SEPTEMBER 30, 2000
(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 Creditors (Non-Recourse) 108,231
Interest Payable (Non-Recourse) 875,376
Notes Payable (Non-Recourse) 1,400,000
-----------
TOTAL LIABILITIES 2,383,607
Partners' Capital (2,383,607)
-----------
TOTAL LIABILITIES
AND PARTNER'S EQUITY 0
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TASA PRODUCTS LIMITED
STATEMENT OF INCOME
FOR THE QUARTER ENDING
SEPTEMBER 30, 2000
(UNAUDITED)
Royalty Revenue $ 0
Expenses 0
----------
Net Income (Loss) $ 0
TASA PRODUCTS LIMITED
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDING
SEPTEMBER 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
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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)
10-18-00 Michel E. Maes, General Partner
Date (Signature)
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