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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission file number 333-26227
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
______________________________________________________
(Exact name of Registrant as specified in its charter)
DELAWARE
______________________________________________________________
(State or other jurisdiction of incorporation or organization)
13-392-7016
____________________________________
(I.R.S. Employer Identification No.)
C/O FRONTLINE LTD., MERCURY HOUSE, 101 FRONT STREET,
HAMILTON, BERMUDA
____________________________________________________
(Address of principal executive offices)
(441) 295-6935
____________________________________________________
(Registrant's telephone number, including area code)
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C/O CAMBRIDGE FUND MANAGEMENT, 535 MADISON AVENUE
NEW YORK, NY 10022
____________________________________________________
(Former name, former address and former fiscal year
if changed since last report)
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 _____ No X
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Index to Consolidated Financial Statements
Statements of Operations and Retained Earnings
for the quarters and nine months ended
September 30, 1998 and 1997
Balance Sheets as of September 30, 1998 and
December 31, 1997
Statements of Cash Flows for the nine months
ended September 30, 1998 and 1997
Notes to Financial Statements
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STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
for the quarter and nine months ended
September 30, 1998 and 1997
(Unaudited)
QUARTER NINE MONTHS QUARTER SIX MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1998 1997 1997
REVENUE
Agency Fees $ - $ - $ - $ -
_________ _________ _________ _________
EXPENSES
Transaction expenses - - - -
_________ _________ _________ _________
NET INCOME $ - $ - $ - $ -
========= ========= ========= =========
Retained earnings,
beginning of period - - - -
_________ _________ _________ _________
Retained earnings, end
of period $ - $ - $ - $ -
========= ========= ========= =========
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BALANCE SHEETS AS OF SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(Unaudited)
SEPTEMBER 30, SEPTEMBER 30,
1998 1997
ASSETS
Cash $ 2 $ 2
Accounts receivable - -
__________ __________
TOTAL ASSETS $ 2 $ 2
========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Accounts payable $ - $ -
__________ __________
TOTAL LIABILITIES - -
__________ __________
STOCKHOLDERS' EQUITY
Common stock, no par
value; 100 shares
authorized;
2 shares issued and
outstanding 2 2
Retained earnings - -
__________ __________
TOTAL STOCKHOLDERS'
EQUITY 2 2
__________ __________
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY $ 2 $ 2
========== ==========
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STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1998 and 1997
(Unaudited)
1998 1997
Cash flows from
operating activities
Net income $ - $ -
Changes in assets and
liabilities
Decrease in
accounts receivable - 5,000
Decrease in accounts payable - (5,000)
__________ ___________
Net cash provided by
operating activities - -
__________ ___________
Cash flows from
financing activities
Capital contribution - -
__________ ___________
Net cash provided by
financing activities - -
__________ ___________
Cash at beginning of period 2 2
__________ ___________
Cash at end of period $ 2 $ 2
========== ===========
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Notes to Interim Financial Statements (unaudited)
1. THE COMPANY
Golden State Petroleum Transport Corporation (the "Company")
was incorporated under the laws of the State of Delaware on
December 5, 1996. The Company is a special purpose
corporation that has been organized solely for the purpose of
issuing certain mortgage notes as agent for two affiliated
entities, Golden State Petro (IOM I-A) PLC and Golden State
Petro (IOM I-B) PLC (collectively, the "Owners"). The
mortgage notes were issued on December 24, 1996 and
January 6, 1997 and proceeds therefrom were used by the
Owners to finance the construction and acquisition of two
very large crude carriers for charter to an unaffiliated
third party. The mortgage notes are not obligations of, and
are not guaranteed by, the Company.
The Company is a wholly-owned subsidiary of Golden State
Holdings I, Limited, and Isle of Man holding company, which
is a wholly-owned subsidiary of Independent Tankers
Corporation ("ITC").
2. RELATED PARTY TRANSACTIONS
On May 12, 1998, beneficial ownership of Golden State
Holdings I, Limited was acquired by Frontline Ltd. through
the special purpose entity ITC. Frontline Ltd. subsequently
sold its investment in ITC to Hemen Holding Limited, with
effect from July 1, 1998. Hemen Holding Limited is the
majority shareholder in Frontline Ltd.
3. SUBSEQUENT EVENTS
On December 7, 1998, Golden State Petro (IOM I-A) PLC took
delivery of the VLCC Frank A. Shrontz. On March 15, 1999,
Golden State Petro (IOM I-B) PLC took delivery of the VLCC
J. Bennett Johnson. Both vessels commenced bareboat charters
with Chevron Transport Corporation coincident with their
acceptance by the respective Owner under the shipbuilding
contract.
On January 31, 1999, Cambridge Fund Management resigned as
manager of the Owners and, on the same date, was replaced by
Frontline Ltd.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The Company is a special purpose corporation that has been
organized solely for the purpose of issuing certain mortgage
notes as agent for two affiliated entities, Golden State Petro
(IOM I-A) PLC and Golden State Petro (IOM I-B) PLC (collectively,
the "Owners"). In the period from December 5, 1996 to
December 31, 1996, the Company earned $5,000 as aggregate
compensation for services as agent in the issuance of the
Mortgage Notes and, correspondingly, paid equivalent transaction
fees to a company which was then its ultimate parent, Cambridge
Petroleum Transport Corporation.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
Inapplicable
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities and Use of Proceeds.
Inapplicable
Item 3. Defaults Upon Senior Securities.
Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders.
Inapplicable
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits and reports to be filed: none
(b) Reports on Form 8-K: none
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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.
Golden State Petroleum Transport Corporation
____________________________________________
(Registrant)
Date March 30, 1999 By /s/ Kate Blankenship
______________ _____________________________
Kate Blankenship
Director and Secretary
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02089007.AA5
