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SEC Company Response from TASA PRODUCTS LTD (CIK 0000318346) — May 17, 2005

TASA PRODUCTS LTD (CIK 0000318346)
Date: May 17, 2005 · CIK: 0000318346 · Accession: 0001015402-05-002647

AI Filing Summary & Sentiment

Referenced dates: April 25, 2005

Date
May 16, 2005
Author
Assistant Director
Form
CORRESP
Company
TASA PRODUCTS LTD (CIK 0000318346)

Letter

Tasa Products Limited c/o Michel Maes 14508 S.E. 51st Bellevue, WA 98006 (425) 882-2206 day phone (425) 867-0865 fax May 16, 2005 Mr. Larry Spirgel Assistant Director Division of Corporate Finance Mail Stop 0407 United States Securities and Exchange Commission Washington D.C. 20549 (202) 551-3810 (202) 772-9205 fax

Dear Mr. Spirgel:

With respect to your letter dated April 25, 2005, please find the following responses attached to this letter:

1. Certification required by Rule 13a-14(a)

2. Certification required by Rule 13a-14(b)

3. Disclosure required by Item 307 of Regulation S-K

4. Disclosure required by Item 308 of Regulation S-K

We will submit an amended Form 10-K for the year ending 12-31-05 incorporating these additional certifications and disclosures.

We do confirm that all future periodic reports will include these certifications and disclosures.

We also acknowledge that:

The company is resaponsible for the adequacy and accuracy of the disclosures in the filings;

Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing;

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

<PAGE> Thank you and your staff for your assistance in clarifying the issues that have been addressed in our responses.

Very truly yours,
Michel Maes
Co-General Partner
Tasa Products Limited

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Tasa Products Limited
c/o Michel Maes
14508 S.E. 51st
Bellevue, WA  98006
(425) 882-2206 day phone
(425) 867-0865 fax

May 16, 2005

Mr. Larry Spirgel
Assistant Director
Division of Corporate Finance
Mail Stop 0407
United States Securities and Exchange Commission
Washington D.C. 20549
(202) 551-3810
(202) 772-9205 fax

Dear Mr. Spirgel:

With respect to your letter dated April 25, 2005, please find the following
responses attached to this letter:

1.   Certification required by Rule 13a-14(a)

2.   Certification required by Rule 13a-14(b)

3.   Disclosure required by Item 307 of Regulation S-K

4.   Disclosure required by Item 308 of Regulation S-K

We will submit an amended Form 10-K for the year ending 12-31-05 incorporating
these additional certifications and disclosures.

We do confirm that all future periodic reports will include these certifications
and disclosures.

We also acknowledge that:

The company is resaponsible for the adequacy and accuracy of the disclosures in
the filings;

Staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any
action with respect to the filing;

The company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

<PAGE>
Thank you and your staff for your assistance in clarifying the issues that have
been addressed in our responses.

Very truly yours,

Michel Maes
Co-General Partner
Tasa Products Limited

<PAGE>

Item 9:    Disagreements on Accounting and Financial Disclosure Matters

TASA has no independent accountant at present.

Item 9A Controls and Procedures

The Partnership's disclosure controls and procedures are designed to insure 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. 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 proceedures are effective.

There were no changes in our internal control over financial reporting during
the three months ended December 31, 2004 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

Managements Report on Internal Control Over Financial Reporting

The management (General Partners) of the Partnership is responsible for
establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, a company's principle executive and
principle financial officers (in this case, the General Partners) to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Partnership.

2. Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Partnership are
made only in accordance with authorization of the General Partners of the
Partnership.

3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Partnership's assets that
could have a material effect on the financial statements.

<PAGE>
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

The General Partners assessed the effectiveness of the Partnership's interanl
control over financial reporting as of December 31, 2004. The General Partners
believe that, as of December 31, 2004, The Partnership's internal control over
financial reporting is adaquate and effective. The Partnership does not have
independent auditors.

9B   Other Information

None

<PAGE>
Exhibit 31 Rule 13a-14(a) Certification

Certifications

I, Michel Maes, certify that:

1. I have reviewed this 10-K of Tasa Products Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which the statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and
have:

a. Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and

<PAGE>
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summerize and report financial information; and

b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:

/s/Michel Maes
Co-General Partner

<PAGE>
Exhibit 32

Certification Persuant 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, 2004 (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. STEFFEY
Michel E. Maes                          James R. Steffey
Co-General Partner                      Co-General Partner
Date:                                   Date:

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