Exhibit
32
 
 Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002
 
 (18
U.S.C. 1350)
  Persuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) the
undersigned General Partners of TASA Products Limited, a Washington limited
partnership (the "Company"), do hereby certify, to the best of such General
Partner's knowledge and belief, that:
 
 1. The
Annual Report on Form 10-K for the year ended December 31, 2005 (the "Form 10-K)
of the Company fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
 
 2. The
information contained in the Form 10-K fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
 
 /s/MICHEL
      E. MAES
              /s/JAMES
      R. STEFFEYMichel
      E. Maes
              James
      R. SteffeyCo-General
      Partner
              Co-General
      PartnerDate:
      2-29-08
              Date:
      2-29-08
  
  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:
              
              
              Date:
      2-29-08Michel
      E. Maes, General Partner
 
 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:
              
              
              Date:
      2-29-08Michel
      E. Maes, General Partner
 
 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.
 
 
 TASA
PRODUCTS LIMITED
 BALANCE
SHEET
 DECEMBER
31, 2007 AND 2006
 (UNAUDITED)
  
 12/31/07
              
              
              12/31/06ASSETSCurrent
      Assets:Cash
              
              $
              0
              
              
              
              0Royalties
      Receivable
              
              
              0
              
              
              
              0__
              
              
              __TOTAL
      CURRENT ASSETS
              
              $
              0
              
              
              
              0Intangible
      Assets Less Amortization
              
              
              0
              
              
              
              0Receivable
      from Affiliates Less Allowance
              
              
              0
              
              
              
              0TOTAL
      ASSETS
              
              
              0
              
              
              
              0LIABILITIES
      AND PARTNERS' EQUITY
  
  Current
      Liabilities:Accounts
      Payable
              
              $
              0
              
              
              
              0Taxes
      Payable
              
              
              0
              
              
              
              0Reporting
      Reserve
              
              
              0
              
              
              
              0
 
 
 TOTAL
      CURRENT LIABILITIES
              
              
              0
              
              
              
              0Payable
      to Former Secured Creditors
              
              
              2,383,607
              
              
              
              2,383,607__
              
              
              __TOTAL
      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
 
 
 TASA
PRODUCTS LIMITED
 STATEMENT
OF INCOME
 FOR THE
YEAR ENDING
 DECEMBER
31, 2007, 2006, & 2005
 (UNAUDITED)
 
 
 12/31/07
              
              
              12/31/06
              
              
              12/31/05RevenueRoyalty
      Revenue
              
              
              0
              
              
              
              0
              
              
              
              0Other
      Revenue
              
              
              0
              
              
              
              0
              
              
              
              0__
              
              
              __
              
              
              __TOTAL
      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
              
              
              
              0__
              
              
              __
              
              
              __TOTAL
      COSTS AND EXPENSES
              
              
              0
              
              
              
              0
              
              
              
              0Net
      Income (Loss)
              
              
              0
              
              
              
              0
              
              
              
              0
 
 The
accompanying notes are an integral part of the financial
statements
  
  TASA
PRODUCTS LIMITED
 STATEMENT
OF CASH FLOWS
 FOR THE
YEARS ENDING
 DECEMBER
31, 2007, 2006, & 2005
 (UNAUDITED)
 
 
 12/31/07
              
              
              12/31/06
              
              
              12/31/05Net
      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, 2007, 2006 & 2005
 (UNAUDITED)
 
 
 12/31/07
              
              
              12/31/06
              
              
              12/31/05Contributions
      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
  
  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
              %
 
 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.
  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.
  
  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.
  
  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.