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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

Date
August 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 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

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
    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:

</TEXT>
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