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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 June 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 six months ended June 30,
1998 and 1997
Balance Sheets as of June 30, 1998 and December
31, 1997
Statements of Cash Flows for the six months
ended June 30, 1998 and 1997
Notes to Financial Statements
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STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
for the quarter and six months ended June 30, 1998 and 1997
(Unaudited)
QUARTER SIX MONTHS QUARTER SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30,1998 JUNE 30,1998 JUNE 30,1997 JUNE 30, 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 JUNE 30, 1998 AND DECEMBER 31, 1997
(Unaudited)
JUNE 30, DECEMBER 31,
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 six months ended June 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
On April 27, 1998 the Company filed form 8-K/A with respect
to the resignation of Coopers & Lybrand LLP as the Company's
auditors.
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On May 6, 1998 the Company filed form 8-K/A with respect to
the resignation of Coopers & Lybrand LLP as the Company's
auditors.
On May 11, 1998 the Company filed filed form 8-K with respect
to the appointment of Grant Thornton LLP as the Company's
auditors.
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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.AA4
