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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, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-26227
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Golden State Petroleum Transport Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 13-392-7016
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of 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)
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(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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Index
Part I Financial Information
Item 1 Financial Statements
Item 4 Controls and Procedures
Part II Other Information
Item 6 Exhibits and Reports on Form 8-K
Signatures
Omitted items are not applicable
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, 2003 and 2002 4
Balance Sheets as of March 31, 2003
and December 31, 2002 5
Statements of Cash Flows for the three months ended
March 31, 2003 and 2002 6
Statements of Operations and Retained Earnings
For the quarter ended March 31, 2003 and 2002
(Unaudited)
2003 2002
Revenue
Agency fees $ - $ -
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Expenses
Transaction expenses - -
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Net income $ - $ -
======== ========
Retained earnings, beginning of period $ - $ -
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Retained earnings, end of period $ - $ -
======== ========
Balance Sheets as of March 31, 2003 and December 31, 2002
(Unaudited)
March 31, December 31,
2003 2002
ASETS
Cash $ 2 $ 2
Accounts receivable - -
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Total assets $ 2 $ 2
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ - $ -
--------- --------
Total liabilities - -
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Stockholders' equity
Common stock, no par value; 100 shares authorized;
2 shares issued and outstanding 2 2
Retained earnings - -
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Total stockholders' equity 2 2
--------- --------
Total liabilities and stockholders' equity $ 2 $ 2
========== ========
Statements of Cash Flows
For the quarters ended March 31, 2003 and 2002
(Unaudited)
2003 2002
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 - -
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Net cash provided by financing activities - -
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Cash at beginning of period 2 2
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Cash at end of period $ 2 $ 2
========= ========
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
Item 4. - 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 Ltd, including the Company's President
and Treasurer, 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 Treasurer
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 SEC filings.
(b) Changes in internal controls
Therehave 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 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
Exhibit Description
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99.1 Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
99.3 Certifications of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted 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 SEC during
the last quarter of the fiscal period covered by this report.
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
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(Registrant)
By /s/ Kate Blankenship
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Kate Blankenship
Director, Treasurer and Secretary
By /s/ Tor Olav Troim
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Tor Olav Troim
President
Date May 15, 2003
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Ex. 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Tor Olav Troim, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Golden State
Petroleum Transport Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-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
quarterly 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 quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly 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 officer 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 officer and I have indicated in
this quarterly 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: May 15, 2003
/s/Tor Olav Troim
-----------------
Tor Olav Troim
President
Ex. 99.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Kate Blankenship, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Golden State
Petroleum Transport Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-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
quarterly 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 quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly 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 officer 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 officer and I have indicated in
this quarterly 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: May 15, 2003
/s/Kate Blankenship
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Kate Blankenship
Treasurer
Ex. 99.3
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
------------------
Tor Olav Troim
President
(Chief Executive Officer)
/s/Kate Blankenship
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Kate Blankenship
Treasurer
(Chief Financial Officer)
Date: May 15, 2003
02089.0007 #404666