SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C.  20549








Annual
Report Pursuant to Section 13 or 15(d) of


the
Securities Exchange Act of 1934








For
      fiscal year ended:
            December
      31, 2008Commission
      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 incorporation or organization)
              (IRS
      Employer ID No.)




14508 SE
51st, Bellevue, WA  98006


(Address
and zip code of principal executive offices)





Registrant's
telephone number, including area code:  (425) 746-6761





Securities
registered pursuant to Section 12(b) of the Act:  None





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 S       No £





Indicate
by check mark whether the registrant (1) has Shell company status, (2) has
Voluntary filer status, (3) has Well-known seasoned issuer status or (4) has
Accelerated status.





Shell
      company status
                    Yes
      £
                    No
      SVoluntary
      filer status
                    Yes
      £
                    No
      SWell-known
      seasoned issuer status
                    Yes
      £
                    No
      SAccelerated
      status
                    Yes
      £
                    No
      S







Page
1





DOCUMENTS
INCORPORATED BY REFERENCE





Form S-1,
TASA Products Limited, Commission File No.  2-68566, but excluding the
balance sheet of TASA Products Limited together with the report of independent
certified public accountants, is incorporated by reference in Items 1, 5, 11 and
13.





Exhibit
Index Pgs.  9 to 17







Item
      1:
            Description
      of Business





TASA
PRODUCTS LIMITED (hereinafter call the "Partnership"), is a Washington State
limited partnership organized as of June 19, 1980 for the purpose of acquiring
the rights in a group of related electronic products and developing these
products further to a point where they could be commercially produced and
marketed.  The Partnership conducts no other
business.  Michel E.  Maes and James R.  Steffey
are General Partners, and may remain as General Partners for the life of the
Partnership unless removed pursuant to the Partnership Agreement.  The
sale of the Limited Partnership Interests in the Partnership were made pursuant
to Registration Statement No.  2-68566 filed with the Securities and
Exchange Commission and declared effective on November 7, 1980.  The
purchasers of said Limited Partnership Interests for Phases 1, 2, 3, 4, 5 and 6
of the Partnership are the Limited Partners of the Partnership as of December
31, 1981.





The
Partnership's business is more fully described under the caption "Projects of
the Partnership" in the Prospectus forming a part of the Registration Statement
described above (hereinafter called the "Prospectus"), which, except for the
balance sheet and report of accountants contained herein, is incorporated herein
by this reference for all purposes.





The
Partnership has no employees.  The partnership originally licensed the
manufacture and sale of its products to Communications Research Corporation,
(CRC), a subsidiary of Energy Sciences Corporation, (ESC).  The
Partnership subsequently has licensed LINC Technology Corporation, an affiliate
of the General Partners, as more fully described in Item 7
below.  TASA's principal products currently being sold by LINC are the
Data Over Voice Encoder, (DOVE), and Line Carrier Modem, (LCM).





Item
      2:
            Properties





The
Partnership does not have any principal plants or physical
properties.





Item
      3:
            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 injunctive action
against Energy Sciences Corporation, Michel E.  Maes, James
R.  Steffey, and the Partnership 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.





Page
2




On April
29, 1986, TASA Products Limited and Energy Sciences Corporation filed petitions
for reorganization under Chapter 11 of the Bankruptcy Laws.  The
Petitions were filed in the United States Bankruptcy Court for the Western
District of Washington, at Seattle, as Case No.'s 86-02993- Wll and
86-02994-Wll.





Energy
Sciences Corporation was dismissed from Chapter 11 on May 13,
1988.  ESC had financial dealings and intercompany transactions with
the partnership.  The assets of ESC, which included amounts owed by
the partnership to ESC and the license rights to manufacture and market the
partnership's products granted by the partnership to a subsidiary of ESC, were
foreclosed upon by the sole secured creditor of ESC, the law firm of Murphy,
Elgot & Moore, but the full effect on the partnership has not yet been
determined.  (See item 7 below).





On
October 16, 1989 the United States Bankruptcy Court ordered that the
partnership's Chapter 11 be converted to a Chapter
7.  Mr.  Ronald Brown of Leach, Brown & Andersen,
Seattle Washington, was appointed trustee.  On May 11, 1990, the
General Partners of the partnership filed an ammended motion to dismiss the
Chapter 7.  This motion was granted and the partnership is no longer
in bankruptcy.





Item
      4:
            Submission
      of Matters to a Vote of Security
Holders





None





Item
      5:
            Market
      Price of and Dividends on the Registrant's Common Equity Related Security
      Holder Matters





(a) There
is no market for the Securities of the Registrant.





(b) There
are 588 Limited partners as of December 31, 2006.





(c) The
partnership does not pay dividends.  Royalties, based on a percentage
of gross sales of the partnership products, if any, made by a licensee of the
partnership's products are to be distributed to the partners, less reserves and
payments for partnership operating, maintenance and reporting expenses as
determined by the General Partners.  Under terms of the present
license agreement in place, royalties were owed on amounts collected by the
licensee on sales made after September 1991 to be accrued and paid in the
following accounting quarter starting with the first quarter of
1992.  This arrangement was subsequently modified as described in Item
7 below.




Page
3




Item
      6:
            Selected
      Financial Data





TASA
Products Limited is a Limited Partnership and the partners hold partnership
interests rather than stock.  A summary of financial activity for 2008
is a follows:





Royalty
      Revenues
                  
                  
                  0Other
      Revenues
                  
                  
                  0Loss
      from Continuing Operations (Reporting Expenses)
                  
                  
                  0Net
      Income per Partnership Unit
                  
                  
                  0Total
      Assets
                  
                  
                  0Long
      Term Obligations
                  
                  
                  2,383,607Royalty
      Payments to Partners per Unit
                  
                  
                  0








Item
      7:
            Management's
      Discussion and Analysis of the Financial Condition and Results of
      Operation





The
partnership owns the proprietary rights to certain products which are licensed
to LINC Technology Corporation as described more fully below.  The
partnership conducts no operations itself and its revenues will be solely from
royalty income.  Under the terms of a new license now in effect, total
sales of $506,293 (cumlative over five years) were subject to royalties in
1999.  A total royalty payment was made by Linc Technology Corporation
to four electronics partnerships that share ownership in certain electronics
products in the amount of $25,315 in December 1999.  In accordance
with the sharing arrangement described below (third paragraph down), a royalty
of $12,118 was paid to the partnership which is income for 1999.  Tax,
Securities and Exchange Commission, and Partnership Reporting expenses were not
charged to the partnership in 1999.  The net assets have changed from
0 to $12,118.  The partnership made a distribution of $10,906 total to
the limited partners in March 2000.  A total of $1,212 was paid to two
former secured creditors of the partnership in March 2000.  No new
royalties were accrued in the year 2001, 2002, 2003 or 2004 and the partnership
had no income nor loss for 2004.





When
ESC's bankruptcy was dismissed in May 1988, all remaining assets were
repossessed by the sole secured creditor of ESC, Murphy, Elgot & Moore,
represented by Mr.  Thomas Murphy.  These assets are
primarily amounts owed to ESC by the partnerships and the rights to produce
electronics products at CRC.  The General Partners began discussions
with Mr.  Murphy, (who was also counsel for ESC and the partnerships),
on plans to recommercialize the electronic products.  They were joined
by Mr.  Keith Nichols, who had purchased a portion of the electronics
inventory from CRC when ESC was still in Chapter 11.  After conducting
preliminary market research and reaching a basic understanding with
Mr.  Murphy, a new company was formed in September 1988, called LINC
Technology Corporation.  The company was owned by
Messrs.  Maes, Steffey, and Nichols in the amount of 19% each;
Mr.  Murphy owned 10% and the balance of 33% was owned by outside
investors.  Mr.  Nichols left the company in 1991 and is no
longer an active participant, but remains a stockholder.





In 2001 a
ownership restructuring took place with the unanimous approval of all
stockholders.  Mr.  Maes and Mr.  Steffey now own
a higher percentage of Linc Technology Corporation.





LINC was
formed, and was initially privately financed with $49,000 of cash, plus donated
time, to pursue a variety of opportunities in electronics and data
communications.  LINC believes that a market remains for the
partnership's products.  Continued emphasis is on the LCM and the DOVE
(now called the MDL500).





The
Partnership made only one attempt to negotiate a license for its products
following the dissolution of Energy Sciences Corporation and its subsidiary,
Communications Research Corporation (the initial licensee), in
1988.  A non-affiliated company had been formed in 1987 called CRC,
Inc., of which Mr.  Keith Nichols was a co-founder and
partner.  (As described above, Mr.  Nichols was subsequently
a co-founder of LINC Technology Corporation in 1988, along with
Mr.  Steffey and Mr.  Maes, general partners of the
partnership).  CRC, Inc.  purchased inventory of the
partnership's products in 1987 from the Energy Sciences Corporation
Trustee.  Because there are no patents or trade secrets covering any
of the partnerships products, the owners of CRC, Inc.  felt no
responsibility to pay royalties to the partnership (and had no legal obligation
to do so) when the issue was discussed with them.  It was felt that
this would be the case with any outside third party the general partners might
approach.  When Mr.  Nichols expressed a desire to pursue
the market more aggressively than CRC, Inc.  was doing,
Mr.  Steffey and Mr.  Maes proposed the formation of LINC
Technology Corporation with the understanding that LINC would pay royalties on
partnership products in the future.  LINC was formed and
Mr.  Nichols subsequently sold the inventory of partnership products
he owned personally to LINC for ultimate resale to outside
customers.  The royalty arrangement arrived at between the partnership
and LINC was modeled after one negotiated with New Detonics Manufacturing
Corporation (NDMC) for a group of affiliated partnerships, as part of the sale
of assets of another Energy Sciences Corporation subsidiary, Detonics
Manufacturing Corporation to NDMC.  That royalty arrangement called
for 4% royalties and a four year deferment.





Page
4




The
license entered into between the partnerships and LINC calls for a royalty
building to 5% of gross sales to be paid to each partnership on sales, if any,
of its own products (compared to the prior formula with CRC which ranged from
10% down to 6%).  Royalties are paid on amounts actually collected by
LINC from sales of partnership products and calculated and accrued in the
following quarterly accounting period.  The details of the royalty
arrangement are as follows: Initial royalties of 1% are payable on collected
invoices for sales starting in September 1990, followed by 2% in September 1991
and 5% per year starting in September 1992 and thereafter.  The
royalty is divided between partnerships in the case of joint ownership of
product rights.  TASA receives 45% of the 5% royalty from sales of
DOVE (MDL500) and 90% of the 5% from sales of LCM.  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 occurred, 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 have to be filed or issued until the royalty
accrues.  Filings of 1065 and K-1 forms were done in March 2000 for
year 1999.  Filings of 1065 and K-1 forms were done again in March
2001 for year 2000 for information purposes to show the changes in capital
accounts.  No 1065 and K-1 filings were reqired or done in
2008.





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 occurred.  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.  As a result, a smaller
percentage of the royalty would go to tax form and check preparation
costs.  Accounting information in early 2008 indicated that the
$600,000 point had been reached so Linc Technology will pay out the appropriate
amount near the end of 2008 and send checks and IRS k-1 forms in early
2009.  However, the world-wide recession had a severe impact on Linc
Technology starting in mid 2008 and has involved layoofs and salary
cuts.  As a result in the decline of business, Linc Technology was not
able to make the royalty payment so no distribution was made to the Limited
Partners and no IRS K-1s were issued.  It is hoped that the royalty
payment can be made in late 2009, but there can be no assurance of that.LINC
Technology Corporation's address is 3535 Factoria Blvd.  S.E.,
Bellevue, WA 98006; telephone 425-882-2206.  LINC Technology
Corporation uses the DBA of DATA-LINC Group.





As
previously reported, one remaining item from the dismissal of Energy Sciences
Corporation's bankruptcy is the residual amount initially owed to ESC by the
partnership, and then to the law firm of Murphy &
Elgot.  Mr.  Murphy has passed away and the debt is now owed
to his former partner, Mr.  Elgot.  No specific payment
schedule or percentage of the partnership's overall royalty cash flow has been
established to settle the debt.  Mr.  Elgot occasionally
doeslegal work for LINC Technology Corporation.





The
partnership's ultimate success is dependant on LINC's ability to generate sales
and to obtain capital, which can not be continually assured.  Sales on
products licensed from the partnership were $200,969 in 1999, $107,768 in 1998,
$90,377 in 1997, $47,000 in 1996 and $60,000 in 1995.  This resulted
in the royalty distribution early 2000.





In 2008,
a total of 20,444 of the partnerships' products were sold by Data-Linc
Group.  This compares with $78,644 in 2007, $93,189 in 2006 $68,638 in
2005, $62,363 in 2004, $89,475 in 2003,$60,965 for 2002, $111,551 for 2001 and
$64,502 for 2000.  The cumulative total is now $629,327.





Such
sales represent only a small portion of the sales for LINC Technology
Corporation, which now manufactures and sells a broad range of industrial
modems, with emphasis on wireless modems.





Page
5





Since
1991, new product development work was been undertaken at Linc and other
affiliates, including independent R&D efforts by the general partners
personally, which created some products that interface with and complement the
products owned by the partnership and could enhance sales of the partnership's
products in the future.  Sales of partnership products for calendar
2008 can not be predicted but are expected to remain modest.  LINC has
experienced some reduction in business from 2002 through 2007 due to increased
competition but expects some improvement in 2008.  Data-Linc has
modest working capital and does not do significant advertising.  LINC
relies on Distributors to generate most of its sales
leads.  Production is self funded through inventory
turnover.  LINC's major marketing focus remains on industrial data
communications.





Item
      8:
            Financial
      Statements and Supplementary Data





(a)
Unaudited financial statements, submitted in accordance with
Reg.  210.3-11 of Regulation S-X, are attached as  Exhibit 1
and are herein incorporated by reference.





Item
      9:
            Disagreements
      on Accounting and Financial Disclosure
Matters





TASA has
no independent accountant at present, in accordance with Rule 3-11 of Regulation
S-X





Item
      9A:
            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 procedures 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-K
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 December 31, 2008 that have materially affected, or are
reasonably likely to materially  affect, our internal control over
financial reporting.








Item
      9B:
            Other
      Information





None




Page
6




PART
III





Item
      10:
            Directors
      and Executive Officers of the
Registrant





The
Partnership has no directors or officers.  Management of the
Partnership is vested in the General Partners.  The name of each
present General Partner of the Partnership, the nature of other positions held
by him, and his educational background is set forth below.





Michel
E.  Maes, age 71, graduated from the University of Washington in
Physics in 1959.  He subsequently did post-graduate work in various
phases of physics.  He was an engineer of the Boeing Company from 1959
to 1961; an engineer and later Director of Advanced Projects for Rocket Research
Corporation, from 1961 to 1966; President of Explosives Corporation of America
and Chairman of the Board of Petroleum Technology Corporation, both subsidiaries
of Rocket Research Corporation, from 1966 to 1971.  Up until December
5, 1986, Mr.  Maes served as Chairman of the Board at
ESC.  Mr.  Maes has semi-retired and is longer President or
on the Board of Directors of LINC Technology Corporation.





James
R.  Steffey, age 72, is a graduate of the University of Washington in
Physics, with post-graduate study in plasma physics.  He was Director
of International Operations at Explosives Corporation of America from 1969 to
1972.  From 1972 to 1973 he was a consultant with Stevens and Company,
an investment counseling firm.  He joined ESC in 1973 and until
December 5, 1986, was President and a Director of
ESC.  Mr.  Steffey is now President of LINC Technology
Corporation.  Mr.  Steffey was not closely involved with the
technical aspects of the  Partnership's activities.





Item
      11:
            Executive
      Compensation





The
Partnership has no directors, officers or employees and thus pays no direct
compensation.  The General Partners were paid a one-time management
fee in 1982.  The General Partners and their affiliates received
certain compensation as described in the table "Compensation and Fees to General
Partners and Affiliates" in the  Prospectus which is hereby
incorporated by reference.





Item
      12:
            Security
      Ownership of Certain Beneficial Owners and
  Management





(a) The
only outstanding voting securities of the Limited Partnerships are those Limited
Partnership interests owned by the investors or their successors in
interest.  No single person owns 5% or more.





(b) The
General Partners hold no limited partnership interests.  However, they
have interests in Profits and Losses and Cash Available for Distribution of
5%.  The interest in Cash Available for Distribution is subordinated
to the Limited Partners' receipt of distributions equal to their
capital  contributions.





(c) There
are no agreements or arrangements known  which could affect control of
TASA.





Item
      13:
            Certain
      Relationships and Related
Transactions





As
described in the prospectus, TASA was a party to several contracts with
affiliates of the Limited Partners which resulted in compensation to the General
Partners.  See "Compensation and Fees to the General Partners and
Affiliates" and "Certain Transactions" in the Prospectus, which hereby is
incorporated  herein by reference.  Also see Item 7
above.







PART
IV





Item
      14: a)
            Documents
      filed as part of this Annual Report:
              Unaudited
      financial statements, filed in accordance with Reg.  210.3-11 of
      Regulation S-X.





b)
            Reports
      on Form 8-K:
              None




Page
7





SIGNATURES





Pursuant
to the Requirements of Section 13 or 15(d) 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.







Registrant:
              TASA
      PRODUCTS LIMITEDBy:
              Michel
      E.  Maes, General Partner
              Date:
      3-11-09
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacity and on the date indicated.
 
 By:
              Michel
      E.  Maes, General Partner
              Date:
      3-11-09


Supplemental
Information to be furnished with Reports filed pursuant to Sections 15(d) of the
Act by Registrants which have not registered securities pursuant to Section 12
of the Act.





No annual
reports or proxy materials have been or will be sent to  security
holders.




Page
8





TASA
PRODUCTS LIMITED


BALANCE
SHEET


DECEMBER
31, 2008 AND 2007


(UNAUDITED)




12/31/08
                                    
                                    
                                    12/31/07ASSETSCurrent
      Assets:Cash
                                    
                                    $
                                    0
                                    
                                    
                                    
                                    0Royalties
      Receivable
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0TOTAL
      CURRENT ASSETS
                                    
                                    $
                                    0
                                    
                                    
                                    
                                    0Intangible
      Assets Less Amortization
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Receivable
      from Affiliates Less Allowance
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0TOTAL
      ASSETS
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0LIABILITIES
      AND PARTNERS' EQUITYCurrent
      Liabilities:Accounts
      Payable
                                    
                                    $
                                    0
                                    
                                    
                                    
                                    0Taxes
      Payable
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Reporting
      Reserve
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0TOTAL
      CURRENT LIABILITIES
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Payable
      to Former Secured Creditors
                                    
                                    
                                    2,383,607
                                    
                                    
                                    
                                    2,383,607TOTAL
      LIABILITIES
                                    
                                    
                                    2,383,607
                                    
                                    
                                    
                                    2,383,607Partners'
      Capital
                                    
                                    
                                    (2,383,607
                                    )
                                    
                                    
                                    (2,383.607
                                    )TOTAL
      LIABILITIES AND PARTNER'S EQUITY
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0





The
accompanying notes are an integral part of the financial statements




Page
9





TASA
PRODUCTS LIMITED


STATEMENT
OF INCOME


FOR THE
YEAR ENDING


DECEMBER
31, 2008, 2007, & 2006


(UNAUDITED)




12/31/08
                        
                        
                        12/31/07
                        
                        
                        12/31/06RevenueRoyalty
      Revenue
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Other
      Revenue
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0TOTAL
      REVENUE
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Costs
      and Expenses:Bank
      Charges
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Commissions
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Filing
      Fee for 10-K
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Operating
      Expense (Reporting)
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Reporting
      Reserve
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Professional
      Fees
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Supplies
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Taxes
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0TOTAL
      COSTS AND EXPENSES
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Net
      Income (Loss)
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0





The
accompanying notes are an integral part of the financial statements




Page
10






TASA
PRODUCTS LIMITED


STATEMENT
OF CASH FLOWS


FOR THE
YEARS ENDING


DECEMBER
31, 2008, 2007, & 2006


(UNAUDITED)




12/31/08
                
                
                12/31/07
                
                
                12/31/06Net
      Cash From Operating Activities
                
                $
                0
                
                
                
                0
                
                
                
                0Net
      Cash Used By Investing Actvts.
                
                
                0
                
                
                
                0
                
                
                
                0Net
      Cash From Financing Actvts
                
                
                0
                
                
                
                0
                
                
                
                0Net
      Increase In Cash
                
                
                
                
                
                
                0
                
                
                
                0Cash
      At Begining of Period
                
                
                0
                
                
                
                0
                
                
                
                0Cash
      At End Of Period
                
                
                0
                
                
                
                0
                
                
                
                0






TASA
PRODUCTS LIMITED


STATEMENT
OF PARTNERS' CAPITAL


FOR THE
YEAR ENDING


DECEMBER
31, 2008, 2007 & 2006


(UNAUDITED)






12/31/08
                
                
                12/31/07
                
                
                12/31/06Contributions
      by Partners
                
                
                0
                
                
                
                0
                
                
                
                0Capital
      Withdrawals
                
                
                0
                
                
                
                0
                
                
                
                0Syndication
      Costs
                
                
                0
                
                
                
                0
                
                
                
                0Accumulated
      Surplus (Deficit)
                
                
                (2,383,607
                )
                
                
                (2,383,607
                )
                
                
                (2,383,607
                )Net
      Income (Loss)
                
                
                0
                
                
                
                0
                
                
                
                0Partners'
      Capital (Deficit)
                
                
                (2,383,607
                )
                
                
                (2,383,607
                )
                
                
                (2,383,607
                )




The
accompanying notes are an integral part of the financial statements





Page
11





TASA
PRODUCTS LIMITED


(a
Washington State limited partnership)


NOTES TO
THE FINANCIAL STATEMENTS








1.  Partnership
Organization and Operations





TASA
Products Limited, a Washington State limited partnership ("the partnership"),
was formed on June 19, 1980 for the purpose of raising certain capital through
the public offering of Limited Partnership interests (4,100 units; $1,000 per
unit), and acquiring the rights to and conducting research and development with
respect to a group of electronic products.  Subsequently, the
Partnership commenced limited manufacturing and marketing activities for certain
products.  The Partnership shall continue for a period of thirty (30)
years from the date of organization unless the Partnership is sooner dissolved
according to the provisions of the Amended Certificate of Limited Partnership
and Agreement.  The Partnership has two general partners and limited
partners comprised of certain investor groups.





Research
and development was completed and sales of products began.  For
admission to the Partnership, an investor was assigned to a group (one group is
associated with each phase), based on the timing of receipt of the
contribution.  Sale of all of the 4,100 limited partnership units was
completed in 1981.  The units of the Partnership are
nonassessable.





Partners'
Capital





Initial
contributions aggregating $4,100,00 were made by the Limited
Partners.  The General Partners have not and will not make any capital
contributions.  Partners share in income or loss of the partnership as
set forth below.





Allocation
of Income, Loss and Cash Distributions





The loss
attributable to the research and development efforts of each phase was allocated
to the partners included in such phase as  follows:





Limited
      Partners, pro rata
                98%General
      Partners
                2%





All
income and/or loss attributable to the operations after the research and
development program has been completed, including revenues derived from the sale
or other disposition of any rights or interest, shall be allocated as
follows:





Limited
      Partners, all groups, pro rata
                98%General
      Partners
                2%





The
Limited Partners shall receive one hundred percent of the cash available for
distribution, until such time as the Limited Partners have received in
distribution an amount equal to the cumulative capital contributions received
from Limited Partners.





After the
Limited Partners have received cash distributions in an amount equal to the
cumulative capital contributions received from Limited Partners, the General
Partners will receive one hundred percent of the cash available for
distribution, until such time as the General Partners have received an amount
equal to five percent of the cumulative capital contributions received from
Limited Partners.





Thereafter,
the cash available for distribution shall be allocated  as
follows:





Limited
      Partners, all groups, pro rata
                95%General
      Partners
                5%




Page
12




Upon
dissolution of the Partnership, proceeds of the liquidation will be applied in
accordance with the terms of the Amended Certificate and Agreement of Limited
Partnership in the following order of priority:





1)
            To
      the payment of liabilities of the Partnership and expenses of
      liquidation;





2)
            To
      the setting up on any reserves which the General Partners may deem
      reasonably necessary for any contingent or unforeseen liabilities or
      obligations of the Partnership, or of the General Partners, arising out of
      or in connection with the
Partnership;





3)
            To
      the repayment of the Limited Partners' contributions to the capital of the
      Partnership, plus an amount equal to six percent of the capital
      contributions per annum cumulative, less the sum of prior distributions to
      investors from cash available for
distribution;





4)
            Any
      balance then remaining shall be apportioned among all  the
      partners as follows:





Limited
      Partners, pro rata
                98%General
      Partners
                2%





Pursuant
to the terms of the Partnership Agreement, the General Partners are not required
to contribute to the Partnership any deficit in their capital accounts which
exist after application of proceeds of liquidation as set forth
above.





The
Partnership filed for Bankruptcy protection under Chapter 11 in April
1986.  The Chapter 11 was converted to a Chapter 7 by the Bankruptcy
Court in October 1989 and then the Bankruptcy was dismissed in June
1990.  The dismissal did not involve any discharge of the
Partnership's obligations, some of which were accrued property taxes in the
amount of under $1,000.  These were paid by the General Partners and
are now included in the Amounts Payable To Affiliates.




2.  Significant
Accounting Policies





Basis of
Reporting





The
records of the Partnership are maintained using the accrual method of
accounting.  A substantial portion of the transactions of the Limited
Partnership have been, and will continue to be, with the entities affiliated
with the General Partners.





Inventories





The
partnership has no inventories.





Property
and Equipment





The
partnership has no tangable properties.





Other
Assets





The
partnership has no tangable assets.





Offering
Costs





Offering
costs, including sale commissions to brokers for sales of limited partnership
interests were charged directly to the respective partners' capital
account.




Page
13




Income
Taxes





The
Partnership is not a tax-paying entity.  No provision is made in these
financial statements for federal and state income taxes.





Research
and Development Expenses





Research
and development costs paid or accrued under terms of a contract with an
affiliated company were charged to expense in the period in which the obligation
was incurred.





Net Loss
Attributable to Limited Partners Units





The net
loss attributable to each $1,000 limited partnership unit represents the loss
for the period allocated to limited partners divided by the number of
partnership units outstanding at the end of the period.  The net loss
allocated to specific individual units will vary from the amount shown depending
on the group to which a limited partner has been assigned.





3.  Notes
and Accrued Interest Payable to an Affiliated Company





At
December 31, 1980, the Partnership executed a promissory note under the terms of
a research and development contract.  The note in the amount of
$1,148,000 bears interest at the rate of eight and one-half percent compounded
annually.  Upon completion of the Partnership funding in 1981, an
additional note of $252,000 with the same terms was executed.  The
principal and accrued interest was to be paid in full no later than December 31,
1986, and are collateralized by a pledge of certain rights to inventions held by
the Partnership.  The date for repayment could be extended at the
request of the Partnership to December 31, 1993, provided the Partnership has
made payments toward the principal and the accrued interest by December 31,
1986.  After December 31, 1990, interest shall be at a rate of ten
percent compounded annually.  Failure of the Partnership to complete
payment in full of the entire contract price plus interest on or before December
31, 1986 or such other date if the payment period is extended gives the
affiliate the right to foreclose the pledge of the Partnership's ownership
interest in the rights to inventions referred to above.  In the event
the Partnership assigns, licenses or sells its rights to the inventions to any
other party, the affiliate retains an interest in any royalties or income from
such assignment, license or sale until such time as the note is paid in
full.





Due to
the filing of Chapter 11 by the Partnership's affiliate, and by the Partnership,
and due to the cessation of commercial activity relating to the Partnership's
products, all accrual of interest and right of foreclosure was suspended for the
years beyond 1987.  The Chapter 11 proceeding of the Partnership's
affiliate was dismissed on May 13, 1988.  As of February 2005, no
final settlement has been reached with the former secured creditors of the
Partnership's affiliate regarding the debt owed by the
Partnership.  No further interest was accrued after 1986 by aggreement
with the secured creditor.





4.  Transactions
with Related Parties





A
substantial portion of the transactions of the Partnership have been, and are
anticipated in the future to be, with the General Partners and their
affiliates.  Significant transactions with these parties are
summarized in the following paragraph.





Management
fees to the General Partners of $18,500 and $84,000 (2.5% of the limited
partners' contributions), were incurred in 1981 and 1980,
respectively.  The fees represent compensation to the General Partners
for organization of the Partnership and for expense incurred in connection with
the offering of the limited partnership units.  The fees were
allocated to organization and offering costs.





Page
14





An
affiliate of the General Partners entered into a fixed price research and
development contract with the Partnership.  The affiliate received
$756,000 (cash of $504,00 and a promissory note in the amount of $252,000), and
$3,444,000 (cash of $2,296,000 and a promissory note in the amount of
$1,148,000), in 1981 and 1980, respectively, as payment for conducting all
present and future research and development of the Partnership.  The
affiliate's costs for performing the research and development activities
included certain general and administrative and overhead costs allocated by its
parent company, an affiliate of the General Partners.





Prior to
transferring product rights under the licensing agreement, the Partnership can
manufacture and market any products developed.  In 1982, the
Partnership elected to do so and entered into a manufacturing and marketing
agreement whereby the Partnership reimbursed the affiliate for all costs
incurred in the manufacturing and marketing activities.  In addition,
the affiliate would receive 40% of net profits (as defined in the agreement),
derived from the manufacture and sale of the products produced under this
agreement.  Substantially all operating costs of this affiliate have
been allocated to the Partnership under this agreement.





The
Partnership has been charged for certain general and administrative services
provided by other affiliates of the General Partners.  The General
Partners have and will provide management, research and development and other
technical services to affiliates which provide services to the
Partnership.  The General Partners are and will be compensated by the
affiliated companies for such services.





A new
license agreement has been entered into by the Partnership with a newly created
entity, which, as with the prior license, the General Partners are part owners,
officers and directors.  The General Partners have received and are
expected to receive compensation in the future from this entity.





5.  Commitments
and Contingencies





The
Partnership has entered into agreements with several individuals to obtain title
to inventions and designs relating to the electronic products the Partnership is
developing.  Pursuant to the terms of the agreements, the individuals
are entitled to royalties received by the Partnership under licensing agreements
associated with the products.





The
Partnership has entered into a licensing agreement with an affiliate of the
General Partners providing manufacturing and marketing services under which the
licensee has, upon transfer of the product rights, the exclusive right to
manufacture, use and sell any products successfully developed by the
Partnership.  The terms of the agreement extend throughout the life of
the Partnership.  In return for granting this license, the Partnership
shall receive royalties from the licensee as set forth in the licensing
agreement for its own products.  The details of the royalty
arrangement are as follows: Initial royalties of 1% are payable on collected
invoices for sales starting in September 1990, followed by 2% in September 1991
and 5% per year starting in September 1992 and
thereafter.  (Accounting is done in the quarter following the quarter
in which the sales receipts occur).  The royalty is divided between
partnerships in the case of joint ownership of rights.  TASA receives
45% of the 5% royalty from sales of DOVE and 90% of the 5% from sales of
LCM.





Page
15





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.  Based on IRS regulations, no partnership 1065 tax returns
and K-1s have to be filed or issued until the royalty
accrues.  Filings of 1065 and K-1 forms were done in March 2000 for
year 1999.  Filings of 1065 and K-1 forms were done again in March
2001 for year 2000 for information purposes to show the changes in capital
accounts.





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.  As a result, a smaller
percentage of  the royalty would go to tax form and check preparation
costs.






Page 16