10-Q
 
 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 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
 
 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:  TNo: o
 
 DOCUMENTS INCORPORATED BY REFERENCE
 
 Form S-1, TASA Products Limited, Commission File No. 0-9773, but excluding the balance sheet of TASA Products Limited together with the report of independent certified public accountants, is incorporated by reference.
  
 
 
 PART I - FINANCIAL INFORMATION
 
 Item 1:
Financial Statements
 
 See Appendix A
 
 Item 2:
Management's Discussion and Analysis of the Financial Condition and Results of Operations
 
 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 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 ownership was restructured recently and is now owned by Messrs. Maes and  Steffey in the amount of 41% each; the balance of 18% onwership 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 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.
 
 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.  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.
 
 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 occured.  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 totalling $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 and check preparation costs.  As a result of this new arrangement, no royalties accrued in this fiscal period.
 
 linc Technology had planned to make a distribution the the partnership in late 2008.  The accrual and distribution at the end of 2008, the the effects of the ressesion prevented that from happening.  It is hoped the the accrual and distribution can take place in late 2009.
 
 Only a small portion of the 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 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.  Thus far LINC has supported its growth from its own cash flow.
 
 LINC Technology Corporation's address is 3535 Factoria Blvd. S.E., Bellevue, WA 98006 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 6-30-09.
  
 
 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.
 
 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, summerized 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 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-Q report and have concluded that the disclosure controls and proceedures are effective.
 
 There were no changes in our internal control over financial reporting during the three months ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 9B
Other Information
 
 None
  
  Appendix A
 
 TASA PRODUCTS LIMITED
 BALANCE SHEET
 June 30, 2009
 (UNAUDITED)
 
 ASSETSCash

$
0Royalties Receivable


0TOTAL CURRENT ASSETS

$
0Intangible Assets Less Amortization


0Receivable from Affiliates Less Allowance


0TOTAL ASSETS

$
0LIABILITIES AND PARTNERS' EQUITYAccounts Payable

$
0Taxes Payable


0TOTAL CURRENT LIABILITIES


0Payable to Creditors (Non-Recourse)


2,383,607TOTAL LIABILITIES


2,383,607Partners' Capital


(2,383,607
)TOTAL LIABILITIES AND PARTNER'S EQUITY


0
  
 
 TASA PRODUCTS LIMITED
 STATEMENT OF INCOME
 FOR THE QUARTER ENDING
 June 30, 2009
 (UNAUDITED)
 
 Royalty Revenue

$
0Expenses


0Net Income (Loss)

$
0
  
 
 TASA PRODUCTS LIMITED
 STATEMENT OF CASH FLOWS
 FOR THE QUARTER ENDING
 June 30, 2009
 (UNAUDITED)
 
 Net Cash Provided By Operating Activities

$
0Net Cash Distribution to Partners


0Net Cash Distribution to Creditors


0Net Cash Used By Investing Activities


0Net Cash Provided By Financing Activities


0Net Increase In Cash


0Cash At Beginning Of Period


0Cash At End Of Period

$
0
  
 
 SIGNATURES
 
 Pursuant to the Requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 TASA PRODUCTS LIMITED(Registrant)7-28-9

/S/ Michel E. Maes, Co-General Partner(Date)

(Signature)