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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
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
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(Exact name of Registrant as specified in its charter)
Delaware 13-3927016
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Frontline Ltd., Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda
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(Address of principal executive offices)
(441) 295-6935
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(Registrant's telephone number, including area code)
Title of each class Name of each exchange
on which registered
- ------------------------------------- ------------------------------------
Securities registered or to be registered pursuant to section 12(g) of the
Act.
- ------------------------------------------------------------------------------
(Title of class)
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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
|X|
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days. None
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date. 2 shares of Common Stock,
no par value
DOCUMENTS INCORPORATED BY REFERENCE: None
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Business......................................................1
Item 2. Properties....................................................1
Item 3. Legal Proceedings.............................................1
Item 4. Submission of Matters to a Vote of Security Holders...........2
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters..............................2
Item 6. Selected Financial Data.......................................2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................2
Item 7(a) Quantitative and Qualitative disclosures
about Market Risk ...........................................2
Item 8. Financial Statements and Supplementary Data...................3
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...........................9
PART III
Item 10. Directors and Executive Officers of the
Registrant ..................................................9
Item 11. Executive Compensation.......................................10
Item 12. Security Ownership of Certain Beneficial
Owners and Management.......................................10
Item 13. Certain Relationships and Related Transactions ..............10
Item 14. Controls and Procedures .....................................10
PART IV
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K ....................................11
PART I
Item 1. Business
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 (together, 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 ("VLCCs" or the
"Vessels") for charter to an unaffiliated third party (the "Initial
Charterer"). The mortgage notes are not obligations of, and are not guaranteed
by, the Company. VLCCs are very large seagoing tanker vessels that transport
oil.
Golden State Holdings I, Limited ("GSH"), an Isle of Man company, is the owner
of all of the issued and outstanding shares of the Company and the Owners. On
May 12, 1998, all of the issued and outstanding shares of GSH (as well as all
of the issued and outstanding shares of certain other companies) were sold by
Cambridge Petroleum Transport Corporation, a Cayman Islands company ("CPTC")
to Independent Tankers Corporation, a Cayman Islands company ("ITC"). On the
same date, all of the issued and outstanding shares of ITC were sold to
Frontline Ltd. ("Frontline"), a publicly listed Bermuda company.
Pursuant to a share purchase agreement dated December 23, 1998, as amended on
March 4, 1999, (the "Share Purchase Agreement"), Frontline has sold, effective
as of July 1, 1998, all of the issued and outstanding shares of ITC to Hemen
Holding Limited, a Cyprus company ("Hemen"). Hemen is the principal
shareholder of Frontline and is indirectly controlled by Mr. John Fredriksen.
Hemen paid Frontline the same consideration as Frontline paid the Initial
Sellers for all of the issued and outstanding shares of ITC. Hemen has given
Frontline a 5-year call option to buy back the shares of ITC, and as security
for its obligations pursuant to the option agreement, Hemen has pledged the
shares to Frontline. Frontline and Hemen have no agreement in respect of the
directors of ITC and it is expected that the present directors will remain in
their current positions.
In connection with the sale of the stock of GSH, Frontline or its designee
assumed management responsibilities for the Owners and the Company.
Charters
Since the date of its delivery, each of the Vessels (see Item 2. "Properties")
has been chartered to the Initial Charterer pursuant to a charter dated as of
December 24, 1996 which expires on the 18th anniversary of the delivery date
of the related Vessel. The Initial Charterer has the right to terminate either
charter on any five optional termination dates which, for each Vessel, begins
on the 8th anniversary of the delivery date and occurs again on each of the
four subsequent two-year anniversaries thereof.
Item 2. Properties
The Company has no properties. On December 7, 1998, Golden State Petro (IOM
I-A) PLC took delivery of a VLCC, the Frank A. Shrontz and on March 15, 1999,
Golden State Petro (IOM I-B) PLC took delivery of a VLCC, the J. Bennett
Johnson. Both of the Vessels acquired by the Owners are double-hull tankers,
each of approximately 308,500 deadweight tonnes. The tanker industry describes
vessels by deadweight tonnes. A deadweight tonne is a metric ton that is
equivalent to 1,000 kilograms and refers to the maximum weight of cargo and
supplies that a tanker can carry.
Item 3. Legal Proceedings
The Company is not a party to any material pending legal proceedings and no
such proceedings are known to be contemplated.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) There is no established trading market for the Common Stock of the
Registrant.
(b) As of March 21, 2003 with respect to the Common Stock there was one (1)
holder of record of the Registrant's Common Stock.
Item 6. Selected Financial Data
Inapplicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
The Company is a special purpose corporation that has been organized solely
for the purpose of issuing certain mortgage notes as agent for the Owners. In
the period ended 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 its then ultimate parent,
Cambridge Petroleum Transport Corporation. Since that date the Company has had
no activity.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Inapplicable.
Item 8. Financial Statements and Supplementary Data
Report of Independent Certified Public Accountants 4
Balance Sheets as of December 31, 2002 and 2001 5
Statements of Operations and Retained Earnings for the Years Ended 6
December 31, 2002, 2001 and 2000
Statements of Cash Flows for the Years Ended 7
December 31, 2002, 2001 and 2000
Notes to Financial Statements 8
Report of Independent Certified Public Accountants
To the Board of Directors
Golden State Petroleum Transport Corporation
We have audited the accompanying balance sheets of Golden State Petroleum
Transport Corporation, a wholly-owned subsidiary of Golden State Holdings I,
Limited, as of December 31, 2002 and 2001 and the related statements of
operations and retained earnings, and cash flows for the years ended December
31, 2002, 2001 and 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden State Petroleum
Transport Corporation at December 31, 2002 and 2001, and the results of its
operations and its cash flows for the years ended December 31, 2002, 2001 and
2000 in conformity with accounting principles generally accepted in the United
States of America.
Grant Thornton LLP
New York, New York
March 21, 2003
Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Balance Sheets as of December 31, 2002 and 2001
2002 2001
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
========= =========
See accompanying Notes to Financial Statements
Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Statements of Operations and Retained Earnings
for the years ended December 31, 2002, 2001 and 2000
2002 2001 2000
Revenue
Agency fees $ - $ - $ -
------- -------- -------
Expenses
Transaction expenses - - -
------- -------- -------
Net income $ - $ - $ -
======= ======== =======
Retained earnings, beginning of year - - -
------- -------- -------
Retained earnings, end of year $ - $ - $ -
======= ======== =======
See accompanying Notes to Financial Statements
Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Statements of Cash Flows
for the years ended December 31, 2002, 2001 and 2000
2002 2001 2000
Cash flows from operating activities
Net income $ - $ - $ -
Net cash provided by operating activities - - -
Net cash provided by financing activities - - -
------- -------- -------
Cash at beginning of year 2 2 2
------- -------- -------
Cash at end of year $ 2 $ 2 $ 2
======= ======== =======
See accompanying Notes to Financial Statements
Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Notes to Financial Statements
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, an Isle of Man holding company, which is a wholly-owned
subsidiary of Independent Tankers Corporation ("ITC").
Basis of Presentation
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America.
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities on the dates of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
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. ADOPTION OF NEW ACCOUNTING STANDARDS
In June 2001, the U.S. Financial Accounting Standards Board ("FASB")
issued SFAS No. 141, "Business Combinations" which requires the
application of the purchase method in accounting for business
combinations including the identification of the acquiring enterprise for
each transaction. SFAS No. 141 applies to all business combinations
initiated after June 30, 2001 and all business combinations accounted for
by the purchase method that are completed after June 30, 2001. The
adoption of SFAS No. 141 by the Company did not have any impact on the
Company's consolidated financial position or results of operations.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 applies to all acquired intangible
assets whether acquired singly, as part of a group, or in a business
combination. The adoption of SFAS No. 142 by the Company on January 1,
2002 did not have any impact on the Company's consolidated financial
position or results of operations.
In June 2001, the FASB issued SFAS No. 143, "Accounting for the Asset
Retirement Obligations". Under SFAS No. 143, an entity shall recognize
the fair value of a liability for an asset retirement obligation in the
period in which it is incurred if a reasonable estimate of fair value can
be made. If a reasonable estimate of fair value cannot be made in the
period the asset retirement obligation is incurred, the liability shall
be recognized when a reasonable estimate of fair value can be made. Upon
initial recognition of a liability for an asset retirement obligation, an
entity shall capitalize an asset retirement cost by increasing the
carrying amount of the related long-lived asset by the same amount as the
liability. An entity shall subsequently allocate that asset retirement
cost to expense using a systematic and rational method over its useful
life. SFAS No. 143 applies to legal obligations associated with the
retirement of a tangible long-lived asset that result from the
acquisition, construction, or development and/or the normal operation of
a long-lived asset, with limited exceptions. SFAS No. 143 does not apply
to obligations that arise solely from a plan to dispose of a long-lived
asset, nor does it apply to obligations that result from the improper
operation of an asset. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. Management does not expect that the
adoption of the SFAS No. 143 on January 1, 2003 will have a material
effect on the Company's consolidated financial position or results of
operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". The objectives of SFAS No.
144 are to address significant issues relating to the implementation of
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", and to develop a single accounting
model based on the framework established in SFAS No. 121 for long-lived
assets to be disposed of by sale. SFAS No. 144 requires that long-lived
assets that are to be disposed of by sale be measured at the lower of
book value or fair value less costs to sell. Additionally, the standard
expands the scope of discontinued operations to include all components of
an entity with operations that can be distinguished from the rest of the
entity and will be eliminated from the ongoing operations of the entity
in a disposal transaction. The adoption of SFAS No. 144 by the Company on
January 1, 2002 did not have any impact on the Company's consolidated
financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." This statement eliminates the requirement to
report gains and losses from extinguishment of debt as extraordinary
unless they meet the criteria of APB Opinion 30. SFAS No. 145 also
requires sale-leaseback accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions.
The changes related to lease accounting are effective for transactions
occurring after May 15, 2002 and the changes related to debt
extinguishment are effective for fiscal years beginning after May 15,
2002. The impact of adopting the provisions related to lease accounting
did not have a material impact on the Company's financial position or
results of operations. The Company early adopted the provisions related
to debt extinguishments during the year ended December 31, 2002. The
adoption did not have a material impact on the Company's financial
position or results of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 nullifies
Emerging Issues Task Force Issue No. 94-3 and requires that a liability
for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. This statement also establishes that fair
value is the objective for initial measurement of the liability. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002. The impact of the adoption of SFAS No. 146 is not
expected to have a material impact on the Company's financial position or
results of operations.
SFAS No. 147, "Acquisitions of Certain Financial Institutions," was
issued in October 2002. SFAS 147 addresses acquisitions of financial
institutions and intangible assets associated with financial
institutions. The provisions of SFAS 147 call for acquisitions of
financial institutions to be accounted for in accordance with SFAS 141
and 142 and intangible assets associated with financial institutions to
be accounted for in accordance with SFAS 144. SFAS 147 is effective for
such activities as of October 1, 2002. The adoption of SFAS 147 did not
have a material impact on the Company's consolidated financial
statements.
In November 2002, the Financial Accounting Standards Board (FASB) issued
Interpretation 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. The
Interpretation elaborates on the existing disclosure requirements for
most guarantees, including loan guarantees such as standby letters of
credit. It also clarifies that at the time a company issues a guarantee,
the company must recognize an initial liability for the fair value, or
market value, of the obligations it assumes under the guarantee and must
disclose that information in its interim and annual financial statements.
The provisions related to recognizing a liability at inception of the
guarantee for the fair value of the guarantor's obligations does not
apply to product warranties or to guarantees accounted for as
derivatives. The initial recognition and initial measurement provisions
apply on a prospective basis to guarantees issued or modified after
December 31, 2002. The Company believes that adoption of the recognition
and measurement provisions of Interpretation 45 will not have a material
impact on its financial statements.
In January 2003, the FASB issued Interpretation 46, Consolidation of
Variable Interest Entities. In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for
business purposes that either (a) does not have equity investors with
voting rights or (b) has equity investors that do not provide sufficient
financial resources for the entity to support its activities.
Interpretation 46 requires a variable interest entity to be consolidated
by a company if that company is subject to a majority of the risk of loss
from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. The consolidation
requirements of Interpretation 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The
Company believes that adoption of the recognition and measurement
provisions of Interpretation 46 will not have a material impact on its
financial statements.
4. CAPITALIZATION
The Company's capitalization is nominal and it has no source of income
and has no direct employees.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Inapplicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Company does not have operations nor does it have any employees involved
in management. The following table sets forth the name, age and principal
position with the Company of each of its executive directors.
Name Age Position with the Company
Tor Olav Troim 40 Director and President
Kate Blankenship 38 Director, Secretary, Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer
Officers are appointed by the Board of Directors and will serve until they
resign or are removed by the Board of Directors.
TOR OLAV TROIM: Mr. TROIM was appointed President of Golden State Petroleum
Transport Corporation on July 30, 1998 and has been a Director of the Company
since November 1, 1998. Mr. TROIM serves as director and vice-president of
Frontline Ltd. He also serves as a director of Frontline AB, a wholly-owned
subsidiary of Frontline, and is a director of Frontline Management AS, which
company supports Frontline Ltd. in the implementation of decisions made by the
Board of Directors. Mr. TROIM also serves as a consultant to Sea Tankers. He
is a director of Aktiv Inkasso ASA, Northern Oil ASA, both Norwegian Oslo
Stock Exchange listed companies, and Northern Offshore Ltd., a Bermuda company
listed on the Oslo Stock Exchange. Prior to his service with Frontline, from
January 1992, Mr. TROIM served as managing director and a member of the board
of directors of DNO AS, a Norwegian Oil Company.
KATE BLANKENSHIP: Mrs. Blankenship was appointed Secretary of the Company on
July 30, 1998 and has been a Director, the Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer of the Company since November
1, 1998. She joined Frontline Ltd. (formerly, London & Overseas Freighters
Limited) in 1994 and serves as Chief Accounting Officer and Secretary. Mrs.
Blankenship is a member of the Institute of Chartered Accountants in England
and Wales.
Item 11. Executive Compensation
None of the directors or executive officers of the Company receive any
compensation in connection with their respective positions. The Company has
not entered into any affiliate transactions, other than the original agency
agreement for the issuance of the notes.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table provides information as of March 21, 2003 with respect to
the ownership by each person or group of persons, known by the registrant to
be a beneficial owner of 5% or more of the Common Stock.
Except as set forth below, the Registrant is not aware of any beneficial owner
of more than 5% of the Common Stock as of close of business on March 21, 2003.
Beneficial Ownership
Name and Number
Class of address of of Percent
Shares Beneficial Owners Shares of Class
------ ----------------- ------ --------
Ordinary Shares Hemen Holding Limited(1) 2 100%
- ---------
(1) The issued and outstanding shares of the Company are owned by GSH.
All of the issued and outstanding shares of GSH are owned by ITC.
All of the issued and outstanding shares of ITC are owned by Hemen,
a Cyprus company. Hemen is controlled by John Fredriksen, a resident
of Cyprus and a citizen of Norway.
Item 13. Certain Relationships and Related Transactions
As of January 31, 1999, each of the Owners has entered into a management
agreement with an affiliate, Frontline. Frontline is a Bermuda company, whose
ordinary shares trade on the new York Stock Exchange, London Stock Exchange
and the Oslo Stock Exchange. Frontline provides administrative, vessel
management and advisory services to the Owners. Frontline is an affiliate of
Hemen. Hemen is the indirect parent of the Company and the Owners. Frontline's
primary business is owning and operating vessels that transport crude oil and
oil products.
Some of the oil tankers owned by Frontline may operate in competition with the
Vessels. When the charters with the Initial Charterer end, Frontline might
have a conflict of interest between its duties as manager of the Owners and
the Vessels, and its interests as a competing tanker owner.
Item 14. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Within the 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the
Company's manager Frontline, including the Company's President and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the President and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective
in alerting them timely to material information relating to the Company
required to be included in the Company's periodic Securities and Exchange
Commission (SEC) filings.
(b) Changes in internal controls
There have been no significant changes in our internal controls or in other
factors that could have significantly affected those controls subsequent to
the date of our most recent evaluation of internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this Annual Report:
1. Financial Statements
Report of Grant Thornton LLP, Independent Certified Public Accountants
Balance Sheets at December 31, 2002 and 2001
Statements of Operations and Retained Earnings for the Years Ended December
31, 2002, 2001 and 2000
Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000
Notes to Financial Statements
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
The Company has not filed any current reports on Form 8-K with the Securities
and Exchange Commission during the last quarter of the fiscal period covered
by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 28, 2003 By /s/ Tor Olav TROIM
Tor Olav TROIM
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date March 28, 2003 By /s/ Kate Blankenship
Kate Blankenship
Director, Chief Executive Officer, Chief
Financial Officer, Chief Accounting Officer
Date March 28, 2003 By /s/ Tor Olav Troim
Tor Olav Troim
Director
CERTIFICATION OF THE PRESIDENT I, Tor Olav Troim, certify that:
1. I have reviewed this annual report on Form 10-K of Golden State Petroleum
Transport Corporation;
2. Based on my knowledge, this annual 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 such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
/s/ Tor Olav Troim
- -----------------------
Tor Olav Troim
President
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Kate Blankenship, certify that:
1. I have reviewed this annual report on Form 10-K of Golden State Petroleum
Transport Corporation;
2. Based on my knowledge, this annual 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 such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
/s/ Kate Blankenship
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Kate Blankenship
Chief Financial Officer
Exhibit 99.1
CERTIFICATIONS UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the
undersigned certifies that this periodic report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in this periodic report fairly represents, in
all material respects, the financial condition and results of operations of
Golden State Petroleum Transport Corporation.
/s/ Tor Olav Troim
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Tor Olav Troim
President
/s/ Kate Blankenship
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Kate Blankenship
Chief Financial Officer
Date: March 28, 2003
02089.0007 #394891