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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 March 31, 1999
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 13-392-7016
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
______________________________________________________________________________
___
(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 X No ____
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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 ended March 31, 1999 and 1998 3
Balance Sheets as of March 31, 1999 and
December 31, 1998 4
Statements of Cash Flows for the quarters ended
March 31, 1999 and 1998 5
Notes to Financial Statements 6
2
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Statements of Operations and Retained Earnings
for the quarters ended March 31, 1999 and 1998
(Unaudited)
1999 1998
Revenue
Agency fees $ - $ -
Expenses
Transaction expenses - -
Net income $ - $ -
Retained earnings, beginning of period - -
Retained earnings, end of period $ - $ -
3
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Balance Sheets as of March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
ASSETS
Cash $ 2 $ 2
Total assets $ 2 $ 2
LIABILITIES AND STOCKHOLDERS' EQUITY
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
4
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Statements of Cash Flows
for the quarters ended March 31, 1999 and 1998
(Unaudited)
1999 1998
Cash flows from operating activities
Net income $ - $ -
Change in operating assets and liabilities - -
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
5
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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").
6
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Inapplicable
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 May 14, 1999 By /s/ Kate Blankenship
______________________________
Kate Blankenship
Director and Secretary
8
02089007.AA8
