UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 000-09773
TASA PRODUCTS LIMITED
(Exact name of registrant as specified in its charter)
Washington | 91-1121874 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
14508 SE 51st, Bellevue, WA 98006
(Address and zip code of principal executive offices)
(425) 746-6761
(Registrant's telephone number, including area code)
_____________________________
(Former name, former address and former fiscal year, if changed since last report)
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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
TASA PRODUCTS LIMITED
BALANCE SHEET
March 31, 2016
(UNAUDITED)
March 31, 2016 | March 31, 2015 | |||||
ASSETS | ||||||
Cash | $ | 0 | $ | 0 | ||
Royalties Receivable | 0 | 0 | ||||
TOTAL CURRENT ASSETS | $ | 0 | $ | 0 | ||
Intangible Assets Less Amortization | 0 | 0 | ||||
Receivable from Affiliates Less Allowance | 0 | 0 | ||||
TOTAL ASSETS | $ | 0 | $ | 0 | ||
LIABILITIES AND PARTNERS' EQUITY | ||||||
Accounts Payable | $ | 0 | $ | 0 | ||
Taxes Payable | 0 | 0 | ||||
TOTAL CURRENT LIABILITIES | 0 | 0 | ||||
Payable to Creditors (Non-Recourse) | 2,383,607 | 2,383,607 | ||||
TOTAL LIABILITIES | 2,383,607 | 2,383,607 | ||||
Partners' Capital | (2,383,607 | ) | (2,383,607 | ) | ||
TOTAL LIABILITIES AND PARTNER'S EQUITY | 0 | 0 |
TASA PRODUCTS LIMITED
STATEMENT OF INCOME
FOR THE QUARTER ENDING
March 31, 2016
(UNAUDITED)
March 31, 2016 | March 31, 2015 | |||||
Royalty Revenue | $ | 0 | $ | 0 | ||
Expenses | 0 | 0 | ||||
Net Income (Loss) | $ | 0 | $ | 0 |
TASA PRODUCTS LIMITED
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDING
March 31, 2016
(UNAUDITED)
March 31, 2016 | March 31, 2015 | |||||
Net Cash Provided By Operating Activities | $ | 0 | $ | 0 | ||
Net Cash Distribution to Partners | 0 | 0 | ||||
Net Cash Distribution to Creditors | 0 | 0 | ||||
Net Cash Used By Investing Activities | 0 | 0 | ||||
Net Cash Provided By Financing Activities | 0 | 0 | ||||
Net Increase In Cash | 0 | 0 | ||||
Cash At Beginning Of Period | 0 | 0 | ||||
Cash At End Of Period | $ | 0 | $ | 0 |
Item 2: | Management's Discussion and Analysis of Financial Condition and Results of Operations |
The partnership conducts no operations. It developed and owns the rights to certain electronics products and licenses the manufacturing and sales as described below. It recognizes income only when royalties are actually paid over to the partership by the lincensee.
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, including amounts owed by the partnership, 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 in 2005 and is now owned by Messrs. Maes and Steffey in the amount of 41% each; the balance of 18% ownership is held by Mr. Murphy's heirs, Mr. Nichols, a founder, and 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 data communications. LINC believes that a market remains for some of the partnerships' products. 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's heirs) and in recognition of the need to attract more capital for LINC, the royalty to be paid the partnership is set at 5% of gross sales, (compared to the prior formula, ranging from 10% down to 6%). The new royalty is divided between the partnership and four other 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.
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 partnership 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. Based on IRS regulations, no partnership 1065 tax returns and K-1s will have to be filed or issued until the royalty is paid. 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.
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 totaling $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, check preparation, mailing costs. As a result of this new arrangement, no royalties were paid in this fiscal period.
LINC Technology had planned to make a distribution to the partnerships in late 2008. The effects of the current recession have thus far prevented that from happening. It is not known if the payment and distribution can take place in late 2016.
Only a small portion of 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 Technology Corporation's new office and production facility is in Issaquah, WA 98027 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 3-31-2016.
Mr. Steffey resigned as a General Partner of TASA Products Limited in January 2016, citing potential conflict of interest as president of Linc Technology Corp. Mr. Maes is now the sole General Partner of TASA Products Limited.
Item 3: | Market Risk |
The partnerships units are not tradeable and no market exists for them. The units can be transfered to or from family trusts or by inheritence.
Item 4: | Controls and Procedures |
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, summarized 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 Partner), as appropriate to allow timely decisions regarding required disclosure.
The General Partner has 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 procedures are effective.
There were no changes in our internal control over financial reporting during the three months ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1: | Legal Proceedings: None |
Item 2: | Unregistered Sales of Equity Securities and use of Proceeds: None |
Item 3: | Defaults Upon Senior Securities: None |
Item 5: | Other Information: None |
Item 6: | Exhibits; |
a) | Documents filed as part of this Report: Unaudited financial statement. |
b) | Reports on Form 8-K: None. |
TASA has no independent auditors at present, in accordance with Rule 3-11 of Regulation S-X.
Exhibits
31 | Rule 13a-14(a) Certification |
32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) |
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) | |
5-6-16 | /s/ Michel E. Maes, Co-General Partner |
(Date) | (Signature) |