SEC Company Response from TASA PRODUCTS LTD (CIK 0000318346) — Aug 17, 2005
TASA PRODUCTS LTD (CIK 0000318346)
Date: Aug. 17, 2005 · CIK: 0000318346 · Accession: 0001140361-05-006484
AI Filing Summary & Sentiment
Referenced dates: April 25, 2005
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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
August 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, and subsequent
conversations with Mr. Ted Yu, please find the following amended
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
and an amended 1st Qt Form 10-Q incorporating these additional
amended certifications and disclosures.
We do confirm that all future periodic reports will include these
certifications and disclosures. The 2nd Qt Form 10-Q does
incorporate these amended changes.
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.
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, 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-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, 2004 that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
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
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>
I, James Steffey, 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
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/James Steffey
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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