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EXCEL - IDEA: XBRL DOCUMENT - GOLDEN STATE PETROLEUM TRANSPORT CORPFinancial_Report.xls
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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(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, 2012

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 incorporation or organization)
(I.R.S. Employer Identification No.)
   
c/o Frontline Ltd., 14 Par-la-Ville Road, Hamilton, Bermuda, HM 08
(Address of principal executive offices) (Zip Code)
   
(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.

[X] Yes   [_] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes   [_] No

 
 

 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
[_]
 
Accelerated filer
[_]
Non-accelerated filer
[X]
 
Smaller reporting company
[_]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[_] Yes   [X] No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

[_] Yes   [_] No

Number of shares outstanding of each class of Registrant's Common Stock as of November 8, 2012:

2 shares of Common Stock, $0.00 par value per share


The Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing the form with the reduced disclosure format.
 
 

 
 

 


 
Golden State Petroleum Transport Corporation
Quarterly Report on Form 10-Q

 
   
Page
Part I
Financial Information
 
Item 1
Financial Statements
2
Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
5
Item 3
Quantitative and Qualitative Disclosures about Market Risk
5
Item 4
Controls and Procedures
6
     
Part II
Other Information
 
Item 1
Legal Proceedings
6
Item 1A
Risk Factors
6
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
6
Item 3
Defaults Upon Senior Securities
6
Item 4
Mine Safety Disclosures
6
Item 5
Other Information
6
Item 6
Exhibits
7
     
Signatures
 
8
     
     


 

 

 
 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements.  The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

Golden State Petroleum Transport Corporation, or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation.  This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance.  When used in this report, the words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should", "expect" and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties.  Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charterhire rates and vessel values, changes in demand in the tanker market, including changes in demand resulting from changes in OPEC's petroleum production levels and world wide oil consumption and storage, changes in the Company's operating expenses, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, or the Commission.



 
1

 


 
Item 1 – Financial Statements

Golden State Petroleum Transport Corporation
Unaudited Balance Sheets as of September 30, 2012 and December 31, 2011

 
 
 
(in US$)
 
September
30, 2012
   
December 31, 2011
 
             
ASSETS
           
Current assets:
           
Cash and cash equivalents
    2       2  
Total assets
    2       2  
                 
LIABILITIES AND EQUITY
               
Equity:
               
Common stock, $0.00 par value; 100 shares authorized, two shares issued and outstanding
    2       2  
Total liabilities and equity
    2       2  




See accompanying notes to the unaudited financial statements




 
2

 


 
Golden State Petroleum Transport Corporation
Unaudited Statements of Operations and Retained Earnings for the three and nine month periods ended September 30, 2012 and 2011
 
 (in US$)


   
Three month period
ended September 30,
   
Nine month period
ended September 30,
 
   
2012
   
2011
   
2012
   
2011
 
Revenue
                       
       Agency fees
    -       -       -       -  
                                 
Expenses
                               
       Transaction expenses
    -       -       -       -  
      -       -       -       -  
Net income
    -       -       -       -  
                                 
Retained earnings, beginning of period
    -       -       -       -  
Retained earnings, end of period
    -       -       -       -  



See accompanying notes to the unaudited financial statements

 


 
3

 


 
Golden State Petroleum Transport Corporation
Unaudited Statements of Cash Flows for the nine month periods ended September 30, 2012 and 2011
 
 
 (in US$)
 
Nine month period ended September 30,
 
   
2012
   
2011
 
Net income
   
-
     
-
 
       Net cash provided by operating activities
   
-
     
-
 
                 
       Net cash provided by investing activities
   
-
     
-
 
                 
       Net cash used in financing activities
   
-
     
-
 
Net change in cash and cash equivalents
   
-
     
-
 
                 
Cash and cash equivalents at beginning of period
   
2
     
2
 
Cash and cash equivalents at end of period
   
2
     
2
 




See accompanying notes to unaudited financial statements

 

 
4

 


 
Golden State Petroleum Transport Corporation
Notes to the unaudited financial statements

Description of business and basis of preparation

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 was organized solely for the purpose of issuing, as agent for two affiliated entities, Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC (collectively, the "Owners"), Serial and Term mortgage notes (together, the "Notes").  These Notes were issued on December 24, 1996 and January 6, 1997 and the proceeds 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 Serial Notes were fully repaid on February 1, 2006.

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"). ITC is controlled by Frontline Ltd. ("Frontline"), a publicly listed Bermuda company.

In February 2008, Frontline established an intermediary holding company, Independent Tankers Corporation Limited ("ITCL"), to hold its investment in ITC. Frontline then distributed 17.53% of ITCL's common shares to Frontline's common shareholders. These shares trade on the Norwegian over-the-counter market.

In accordance with a management agreement between each of the Owners and Frontline, Frontline provides administrative, management and advisory services to the Owners at an annual fee of $50,000 each, payable semi-annually.  All costs of administering the Owners and the Company are payable by Frontline from the management fee.  The management agreement is effective until termination by either party upon 30 days prior written notice.

The interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2011. The Company follows the same accounting policies in the preparation of interim reports. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial condition, results of operations and cash flows of the Company for the interim periods presented and are not necessarily indicative of a full year's results. The Company does not have any Other Comprehensive Income.

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Not applicable.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Not applicable.


 
5

 


 
Item 4.  Controls and Procedures

(a) Disclosure Controls and Procedures

Our management, including our principal executive and financial officers, with the participation of our manager, Frontline, assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as of September 30, 2012.  Based upon that evaluation, our principal executive and financial officers concluded that the Company's disclosure controls and procedures were effective as of September 30, 2012.

 (b) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
 
PART II – OTHER INFORMATION

Item 1.    Legal Proceedings

None.

Item 1A. Risk Factors

Management of the Company does not believe there have been any material changes in the risk factors that were disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2011, which was filed with the Commission on March 16, 2012.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

None.

Item 5.    Other Information

None.

 
6

 


 
Item 6.    Exhibits
 
3.1*
Certificate of Incorporation of Golden State Petroleum Transport Corporation
   
3.2*
Bylaws of Golden State Petroleum Transport Corporation
   
3.3*
Memorandum and Articles of Association of Golden State Petro (IOM I-A) PLC
   
3.4*
Memorandum and Articles of Association of Golden State Petro (IOM I-B) PLC
   
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
   
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
   
32.1
Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2
Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
101.
INS**
XBRL
Instance Document
       
101.
SCH**
XBRL
Taxonomy Extension Schema
       
101.
CAL**
XBRL
Taxonomy Extension Schema Calculation Linkbase
       
101.
LAB**
XBRL
Taxonomy Extension Schema Label Linkbase
       
101.
PRE**
XBRL
Taxonomy Extension Schema Presentation Linkbase
 
*
Incorporated by reference from the Registrant's Registration Statement on Form F-4, Commission File Number 333-26227, dated April 30, 1997.
   
**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under such sections.








 
7

 


 
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
November 8, 2012
   
By
/s/ Kate Blankenship
 
       
Kate Blankenship
Director, Chief Financial Officer,
Chief Accounting Officer
(Principal Financial Officer)


 
 
Date
November 8, 2012
   
  By
/s/ Tor Olav Troim
 
       
Tor Olav Troim
Director and President
(Principal Executive Officer)




 
8