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, ~~2012~~2013

[ ] 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		13-3927016
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)



4th Floor Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda, HM08
(Address of principal executive offices)		(Zip Code)



Registrant's telephone number, including area code	(441) 295 6935

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of each exchange on which registered

None		Not applicable

Securities registered or to be registered pursuant to section 12(g) of the Exchange Act.

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



[ ]	Yes	[ X ]	No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



[ ]	Yes	[ X ]	No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [X]	(Do not check if a smaller reporting company)	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

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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.



				None

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 1825, ~~2013~~2014

2 shares of Common Stock, $0.00 par value



DOCUMENTS INCORPORATED BY REFERENCE:				None.

GOLDEN STATE PETROLEUM TRANSPORT CORPORATION

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	21
Item 3.	Legal Proceedings	2
Item 4.	Mine Safety Disclosures	2
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3
Item 6.	Selected Financial Data	3
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	3
Item 8.	Financial Statements and Supplementary Data	34
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89
Item 9A.	Controls and Procedures	810
Item 9B.	Other Information	910
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	910
Item 11.	Executive Compensation	1011
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1011
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1012
Item 14.	Principal Accountant Fees and Services	1112
PART IV
Item 15.	Exhibits, Financial Statement Schedules	1213
SIGNATURES
Signatures		16

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this document 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 (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 document 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. The words "believe, " "expect," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should" and similar expressions identify forward-looking statements.

The forward-looking statements in this document 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.

Item 1. Business

The Company

Golden State Petroleum Transport Corporation (the "Company") was incorporated under the laws of the State of Delaware on December 5, 1996. We are 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 (together, 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 ("VLCCs" or the "Vessels") for charter to an unaffiliated third party (the "Initial Charterer"). The Notes are not our obligations and we do not guarantee them. The Serial Notes were fully repaid on February 1, 2006.

Golden State Holdings I, Limited ("GSH"), an Isle of Man company, is the owner of all of our issued and outstanding shares along with all of the issued and outstanding shares of the Owners. GSH is a wholly-owned subsidiary of Independent Tankers Corporation, a Cayman Islands company ("ITC"), which in turn, is controlled by Frontline Ltd. (NYSE:FRO) ("Frontline"), a Bermuda company listed on the New York, Oslo and London Stock Exchanges.

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. The balance of ITCL's common shares is indirectly owned by Frontline.

1In December 2010, the holders approved amendments to the Indenture of the Term mortgage notes and the management agreements for the vessels owned by the Owners. These amendments were made in connection with the termination of the initial charter for the vessel m.t. Ulriken (ex Antares Voyager) and the potential termination of the vessel m.t. Ulysses (ex Phoenix Voyager) and (i) approve the proposed sale of the Vessels provided an Adequate Bid (as defined in the Indenture as amended) has been received by Frontline, as manager of the Vessels, and (ii) during the period from the termination of the initial charter for each Vessel and its sale, permit the chartering of the vessel by Frontline in the spot market or on time charters.

In December 2010, the holders approved amendments to the Indenture of the Term mortgage notes and the management agreements for the vessels owned by the Owners. These amendments were made in connection with the termination of the initial charter for the vessel m.t. Antares Voyager and the potential termination of the vessel m.t. Phoenix Voyager and (i) approve the proposed sale of the Vessels provided an Adequate Bid (as defined in the Indenture as amended) has been received by Frontline, as manager of the Vessels, and (ii) during the period from the termination of the initial charter for each Vessel and its sale, permit the chartering of the vessel by Frontline in the spot market or on time charters.

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

Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file reports and other information with the Securities and Exchange Commission ("SEC"). These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the SEC 100 Fifth Street, N.E., Room 1580 Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the public reference facilities maintained by the SEC at its principal office in Washington, D.C. 20549. The SEC maintains a website (http://www.sec.gov.) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. In addition, documents referred to in this annual report may be inspected at our principal executive offices at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda HM 08.

Item 1A. Risk Factors

We are a special purpose corporation that was organized solely to issue, as agent on behalf of the Owners, the Notes. Our capitalization is nominal and since December 31, 1996, we have had no activity. As a result, we are not exposed to any immediate risk factors.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We have no property. The Notes are collateralized by mortgages over the property of the Owners as outlined below. ~~Other~~As at December 31, 2013, other than the Vessels described below, the Owners have no property.

Owner	Vessel	Construction	Delivery Date	Approximate dwt.
Golden State Petro (IOM 1-A) plc	Antares Voyager	Double-hull	December 7, 1998	308,500
Golden State Petro (IOM 1-B) plc	Phoenix Voyager	Double-hull	March 15, 1999	308,500



Owner	Vessel	Construction	Delivery Date	Approximate dwt.
Golden State Petro (IOM 1-A) plc	Ulriken (ex Antares Voyager)	Double-hull	December 7, 1998	308,500
Golden State Petro (IOM 1-B) plc	Ulysses (ex Phoenix Voyager)	Double-hull	March 15, 1999	308,500

In March 2014, Golden State Petro (IOM-B) plc sold the Ulysses.

Item 3. Legal Proceedings

We are not a party to any material pending legal proceedings other than ordinary routine litigation incidental to our business, to which we are a party. In the future, we may be subject to legal proceedings and claims in the ordinary course of business which, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities


(a)	There is no established trading market for our Common Stock.

(b) As of March 1825, ~~2013~~2014 there was one (1) holder of record of our Common Stock.


(c)	There were no repurchases of our Common Stock.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation

We are a special purpose corporation that was organized solely to issue, as agent on behalf of the Owners, the Notes. We have had no activity since 1996.

Liquidity and Capital Resources

We have had no activity since December 31, 1996 and we have no source of liquidity and no capital resources.

Recently Issued Accounting Standards

There were no new accounting standards implemented in ~~2012~~2013 that had an impact on our results or new accounting standards to be implemented in the future that we expect to have an impact on our results when adopted.

Contractual obligations

As at December 31, ~~2012~~2013, we had no contractual obligations and commitments.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

	Page
Report of Independent Registered Public Accounting Firm	4
Balance Sheets as of December 31, 2012 and 2011	5
Statements of Operations and Retained Earnings for the Years Ended December 31, 2012, 2011 and 2010	6
Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010	7
Notes to Financial Statements	8

Item 8. Financial Statements and Supplementary Data



	Page
Report of Independent Registered Public Accounting Firm	5
Balance Sheets as of December 31, 2013 and 2012	6
Statements of Operations and Retained Earnings for the Years Ended December 31, 2013, 2012 and 2011	7
Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011	8
Notes to Financial Statements	9

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder

Golden State Petroleum Transport Corporation

We have audited the accompanying balance sheets of Golden State Petroleum Transport Corporation (the "Company") as of December 31, ~~2012~~2013 and December 31, ~~2011~~2012 and the related statements of operations and retained earnings and of cash flows for each of the three years in the period ended December 31, ~~2012~~2013. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 as of December 31, ~~2012~~2013 and December 31, ~~2011~~2012, the results of its operations and cash flows for each of the three years in the period ended December 31, ~~2012~~2013 in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers AS

PricewaterhouseCoopers AS

Oslo, Norway

March 1825, ~~2013~~2014

Golden State Petroleum Transport Corporation

Balance Sheets as of December 31, 2012 and 2011

(in US$)

	2012		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, 2 shares issued and outstanding		2		2
Total liabilities and equity		2		2

See accompanying notes to the financial statements

Golden State Petroleum Transport Corporation

~~Statements~~Balance ofSheets ~~Operations~~as ~~and~~of ~~Retained Earnings for the years ended~~ December 31, ~~2012,~~2013 ~~2011~~ and ~~2010~~2012

(in US$)

	2012			2011		2010
	2013		2012
Revenue
ASSETS
Agency fees		-			-		-
Current assets:
Expenses
Cash and cash equivalents	2		2
Transaction expenses		-			-		-
Total assets	2		2
Net income		-			-		-
LIABILITIES AND EQUITY
Retained earnings, beginning of year		-			-		-
Equity
Retained earnings, end of year		-			-		-
Common stock, $0.00 par value; 100 shares
authorized, 2 shares issued and outstanding	2		2
Total liabilities and equity	2		2

See accompanying notes to the financial statements.

Golden State Petroleum Transport Corporation

Statements of ~~Cash~~Operations ~~Flows~~and Retained Earnings for the years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011

(in US$)

	2012			2011			2010
	2013		2012			2011
Net income		-			-			-
Revenue
Net cash provided by operating activities		-			-			-
Agency fees	—		—			—
Net cash provided by investing activities		-			-			-
Expenses
Net cash used in financing activities		-			-			-
Transaction expenses	—		—			—
Net change in cash and cash equivalents		-			-			-
Net income	—		—			—
Cash and cash equivalents at beginning of year		2			2			2
Retained earnings, beginning of year	—		—			—
Cash and cash equivalents at end of year		2			2			2
Retained earnings, end of year	—		—			—

See accompanying notes to the financial statements.

Golden State Petroleum Transport Corporation

~~Notes~~Statements toof ~~Financial~~Cash ~~Statements~~Flows for the years ended December 31, 2013, 2012 and 2011

(in US$)



	2013	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 year	2	2	2
Cash and cash equivalents at end of year	2	2	2

See accompanying notes to the financial statements.

Golden State Petroleum Transport Corporation

Notes to the Financial Statements

1. GENERAL

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 in turn controlled by 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. The balance of ITCL's common shares is indirectly owned by Frontline.

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 cost 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.

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in accordance with US GAAP requires the Company 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. 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

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company's management, including the Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, ~~2012~~2013 pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based on that evaluation, the Company's management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company's current disclosure controls and procedures were effective as of December 31, ~~2012~~2013.

Management's Report on Internal Controls over Financial Reporting

~~The~~Our ~~Company's~~ management is responsible for establishing and maintaining adequate internal control over ~~the~~ financial reporting, as ~~such term is~~ defined in Rule 13a-15(f) ofpromulgated under the Securities Exchange Act. ~~The~~of ~~Company's~~1934, ~~internal control over financial reporting is designed to provide reasonable assurances~~ as to the reliability of financial reporting and the accuracy and adequacy of the Company's financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United Statesamended.

~~The~~Internal ~~Company's~~control ~~management~~over ~~including~~financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the ~~Principal~~Securities ~~Executive~~Exchange ~~Officer~~Act ~~and~~of ~~Principal~~1934, ~~Financial~~as ~~Officer~~amended, ~~has~~as ~~conducted~~a anprocess ~~assessment~~designed ofby, or under the ~~effectiveness~~supervision of, ~~the~~our ~~Company's~~President ~~internal~~and ~~control~~Treasurer ~~over~~and ~~financial~~effected ~~reporting~~by our board of directors, management and ~~has~~other ~~determined~~personnel, ~~that~~to ~~the~~provide ~~Company's~~reasonable ~~internal~~assurance ~~control~~regarding ~~over~~the reliability of financial reporting asand the preparation of ~~December~~financial ~~31,~~statements ~~2012~~for isexternal ~~effective~~purposes in accordance with U.S. GAAP and includes those policies and procedures that:

~~The~~• ~~annual~~Pertain ~~report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting pursuant~~ to the ~~rules~~maintenance of ~~the~~records ~~SEC~~ that, ~~permit~~in ~~non-accelerated~~reasonable ~~filers~~detail, toaccurately ~~provide~~and ~~only~~fairly ~~management's~~reflect ~~report~~the intransactions ~~this~~and ~~annual~~dispositions ~~report.~~of our assets;


•	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and


•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Our management, including our President and Treasurer with the participation of our manager, Frontline Ltd., conducted the evaluation of the effectiveness of the internal controls over financial reporting using the control criteria framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 1992 in its report entitled Internal Control-Integrated Framework. Based upon that evaluation our management, including our President and Treasurer with the participation of our manager, Frontline Ltd. concluded that our internal controls over financial reporting were effective as of December 31, 2013.

The annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit non-accelerated filers to provide only management's report in this annual report.

Change in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting occurred during the last quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Company does not have operations nor does it have any employees involved in its 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 Company
Tor Olav Trøim	50	Director and President
Kate Blankenship	48	Director, Secretary, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer



Name	Age	Position with Company
Tor Olav Trøim	51	Director and President
Kate Blankenship	49	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 Trøim has been the President of the Company since July 30, 1998 and has been a Director of the Company since November 1, 1998. Mr. Trøim graduated as M.Sc Naval Architect from the University of Trondheim, Norway in 1985. His careers include Equity Portfolio Manager with Storebrand ASA (1987-1990), and Chief Executive Officer for the Norwegian Oil Company DNO AS (1992-1995). Mr. Trøim has served as Vice-President and a director of Seadrill Limited (NYSE: SDRL) since its inception in May 2005 and has served as Chairman of the board of directors of Seadrill Partners LLC (NYSE: SDLP) since July 2012. Mr. Trøim serves as a director and Vice President of Golar LNG Limited (NASDAQ: GLNG) and Golar LNG Partners LP (NASDAQ: GMLP) since 2009. He is also a director of four Oslo Stock Exchange listed companies, Archer Limited, Golden Ocean Group Limited, Aktiv Kapital ASA and Marine Harvest ASA (NYSE: MHG). He served as a director of Frontline from November 1997 until February 2008. Mr. Trøim served as a director of Seatankers Management from 1995 until June 2009. He also has acted as Chief Executive Officer for Knightsbridge Tankers Limited (NASDAQ: VLCCF), until September 2007 and for Golar LNG Limited until April 2006. Mr. Trøim has served as Chairman of Independent Tankers Corporation Limited (Oslo OTC) since January 2008 and has been a director of Frontline 2012 Ltd. (Oslo OTC) since December 2011.

9Kate Blankenship has been the Secretary of the Company since July 30, 1998 and has been a Director, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer of the Company since November 1, 1998. Mrs. Blankenship has also served as a director of Frontline since 2003. Mrs. Blankenship joined Frontline in 1994 and served as its Chief Accounting Officer and Secretary until October 2005. Mrs. Blankenship has been a director of Ship Finance International Limited (NYSE: SFL) since October 2003. Mrs. Blankenship has served as a director of Seadrill Limited (NYSE: SDRL) since its inception in May 2005. Mrs. Blankenship has been a director of Independent Tankers Corporation Limited (Oslo OTC) since February 2008, Golar LNG Limited (NASDAQ: GLNG) since July 2003 and Golden Ocean Group Limited (Oslo Stock Exchange) since November 2004. Mrs. Blankenship served as Chief Financial Officer of Knightsbridge Tankers Limited (NASDAQ: VLCCF) from April 2000 to September 2007. Mrs. Blankenship has been a director of Golar LNG Partners LP (NASDAQ: GMLP)since 2007, Archer Limited since 2007, Frontline 2012 Ltd. (Oslo OTC) since December 2011, Seadrill Partners LLC since June 2012 and Avance Gas Holdings Limited (Oslo OTC) since October 2013. She is a member of the Institute of Chartered Accountants in England and Wales.

Kate Blankenship has been the Secretary of the Company since July 30, 1998 and has been a Director, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer of the Company since November 1, 1998. Mrs. Blankenship has also served as a director of Frontline since 2003. Mrs. Blankenship joined Frontline in 1994 and served as its Chief Accounting Officer and Secretary until October 2005. Mrs. Blankenship has been a director of Ship Finance International Limited (NYSE: SFL) since October 2003. Mrs. Blankenship has served as a director of Seadrill Limited (NYSE: SDRL) since its inception in May 2005. Mrs. Blankenship has been a director of Independent Tankers Corporation Limited (Oslo OTC) since February 2008, Golar LNG Limited (NYSE: GLNG) since July 2003 and Golden Ocean Group Limited (Oslo Stock Exchange) since November 2004. Mrs. Blankenship served as Chief Financial Officer of Knightsbridge Tankers Limited (NASDAQ: VLCCF) from April 2000 to September 2007. Mrs. Blankenship has been a director of Golar LNG Partners LP since 2007, Archer Limited since 2007 and Frontline 2012 Ltd. (Oslo OTC) since December 2011. She is a member of the Institute of Chartered Accountants in England and Wales.

The Company's equity is neither listed nor publicly traded. The Owners' obligations toward their bondholders are set out in detail in covenants contained in the Indenture of the Notes. Accordingly the Company's Board of Directors has determined that the roles played by an audit committee or business code of ethics would have no applicability to the Company.

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 and Related Stockholder Matters

The following table provides information as of March 1825, ~~2013~~2014 with respect to the ownership by each person or group of persons, known by us to be a beneficial owner of 5% or more of our Common Stock.

Except as set forth below, we are not aware of any beneficial owner of more than 5% of our Common Stock as of close of business on March 1825, ~~2013~~2014.



Class of shares	Name and address of beneficial owners	Number of shares	Percent of Class
Common Stock	Golden State Holdings I Limited (1)	2	100	%

(1) The issued and outstanding shares of the Company are owned by Golden State Holdings I, Limited. All of the issued and outstanding shares of Golden State Holdings I, Limited are owned by ITC. All of the issued and outstanding shares of ITC are owned by ITC Bermuda, which is 82.47% owned by Frontline. The balance of ITC Bermuda's common shares trade on the Norwegian over-the-counter market.11

Item 13. Certain Relationships and Related Transactions, and Director Independence

As of January 31, 1999, each of the Owners entered into a management agreement with Frontline. Frontline provides administrative, vessel management and advisory services to the Owners. Frontline's primary business is the ownership and operation of 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. Principal Accountant Fees and Services

The following table sets forth for the two most recent fiscal years the fees we have paid our principal accountant for independent auditing, tax and related services:

	2012		2011
	2013		2012
Audit fees (1)	$	98,~~500~~445	$	9,500
Audit-related fees (2)	n/a	~~n/a~~	n/a	~~n/a~~
Tax fees (3)	n/a	~~n/a~~	n/a	~~n/a~~
All other fees (4)	n/a	~~n/a~~	n/a	~~n/a~~

(1) Audit fees represent amounts billed for each of the years presented for professional services rendered in connection with (i) the audit of our annual financial statements, (ii) the review of our quarterly financial statements or (iii) those services normally provided in connection with statutory and regulatory filings or engagements including comfort letters, consents and other services related to SEC matters. This information is presented as of the latest practicable date for this annual report on Form 10-K. All costs of administering the Company are payable by Frontline from the management fee paid by the Owners.

(2) Audit-related fees represent amounts we were billed in each of the years presented for assurance and related services that are reasonably related to the performance of the annual audit or quarterly reviews. This category primarily includes services relating to internal control assessments and accounting-related consulting.

(3) Tax fees represent amounts we were billed in each of the years presented for professional services rendered in connection with tax compliance, tax advice, and tax planning.

(4) All other fees represent amounts we were billed in each of the years presented for services not classifiable under the other categories listed in the table above.

The engagement of the Company's auditor was approved by the full Board of Directors in advance of the engagement. All fees are borne by the Owners.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report under Item 8. Financial Statements and Supplementary Data:

Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, ~~2012~~2013 and ~~2011~~2012

Statements of Operations and Retained Earnings for the Years Ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011

Statements of Cash Flows for the Years Ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011

Notes to Financial Statements

(b) Exhibits



3.1	Certificate of Incorporation of Golden State Petroleum.*

3.2	Bylaws of Golden State Petroleum.*

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.*

4.1	Indenture, dated as of December 1, 1996, among Golden State Petroleum, the Owners and the Indenture Trustee, in respect of the 8.04% First Preferred Mortgage Notes due 2019.*

4.2	Stock Pledge Agreement between Golden State Holdings I Limited. and the Indenture Trustee.*

4.3	Issue of One Debenture, dated as of December 1, 1997, between Golden State Petro (IOM I-A) PLC and the Indenture Trustee.*

4.4	Issue of One Debenture, dated as of December 1, 1996, between Golden State Petro (IOM I-B) PLC and the Indenture Trustee.*

4.5	Assignment of Charter, dated as of December 1, 1996, between Golden State Petro (IOM I-A) PLC and the Indenture Trustee.*

4.6	Assignment of Charter, dated as of December 1, 1996, between Golden State Petro (IOM I-B) PLC and the Indenture Trustee.*

4.7	Assignment of Shipbuilding Contract and Agreement on Contract for Technical Matters, dated as of December 1, 1996, among Golden State Petro (IOM I-A) PLC and the Indenture Trustee.*



4.8	Assignment of Shipbuilding Contract and Agreement on Contract for Technical Matters, dated as of December 1, 1996, among Golden State Petro (IOM I-B) PLC and the Indenture Trustee.*



4.9	Assignment of Building Contract Guarantee, dated as of December 1, 1996, between Golden State Petro (IOM I-A) PLC and the Initial Charterer.*

4.10	Assignment of Building Contract Guarantee, dated as of December 1, 1996, between Golden State Petro (IOM I-B) PLC and the Initial Charterer.*

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4.11	Guarantee, made as of December 24, 1996, from Chevron to Golden State Petro (IOM I-A) PLC.*

4.12	Guarantee, made as of December 24, 1996, from Chevron to Golden State Petro (IOM I-B) PLC.*

4.13	Assignment of Management Agreement, dated as of December 1, 1996, between Golden State Petro (IOM I-A) PLC and the Indenture Trustee.*

4.14	Assignment of Management Agreement, dated as of December 1, 1996, between Golden State Petro (IOM I-B) PLC and the Indenture Trustee.*

4.15	Form of Exchange Note.*

4.16	Supplement No. 2 to Indenture**

5.1	Opinion of Thacher Proffitt & Wood, counsel to the Owners, as to the validity of the Exchange Notes.*

10.1	Serial Note Purchase Agreement, dated December 19, 1996, among Donaldson, Lufkin & Jenrette Securities Corporation, Golden State Petroleum and each Owner.*

10.2	Term Note Purchase Agreement, dated December 19, 1996, among Donaldson, Lufkin & Jenrette Securities Corporation, Golden State Petroleum and each Owner.*

10.3	Shipbuilding Contract, made as of December 24, 1996, among Golden State Petro (IOM I-A) PLC and the Builders.*

10.4	Shipbuilding Contract, made as of December 24, 1996, among Golden State Petro (IOM I-B) PLC and the Builders.*

10.5	Promissory Note from Golden State Petro (IOM I-A) PLC to Samsung Heavy Industries Co. Ltd.*

10.6	Agreement on Contract for Technical Matters, made as of December 24, 1996, among Golden State Petro (IOM-IA) PLC, Samsung Heavy Industries Co., Ltd and Chevron Shipping company, as agent for the Initial Charterer.*

10.7	Agreement on Contract for Technical Matters, made as of December 24, 1996, among Golden State Petro (IOM-IB) PLC, Samsung Heavy Industries Co., Ltd and Chevron Shipping company, as agent for the Initial Charterer.*

10.8	Bareboat Charter, made as of December 24, 1996, between Golden State Petro (IOM I-A) PLC and the Initial Charterer.*

10.9	Bareboat Charter, made as of December 24, 1996, by and between Golden State Petro (IOM I-B) PLC and the Initial Charterer.*

10.10	Management Agreement, dated as of December 1, 1996, between Golden State Petro (IOM I-A) PLC and Cambridge Fund Management LLC.*



10.11	Management Agreement, dated as of December 1, 1996, between Golden State Petro (IOM I-B) PLC and Cambridge Fund Management LLC.*

10.12	Agency Agreement, dated as of December 24, 1996, between the Owners and Golden State Petroleum.*

10.13	Registration Rights Agreement, dated as of December 24, 1996, among Golden State Petroleum, Donaldson, Lufkin & Jenrette Securities Corporation and each Owner.*

23.1	Consent of Thacher Proffitt & Wood (contained in Exhibit 5.1).*

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23.2	Consent of Cains.*
25.1	Statement of eligibility of trustee on Form T-1.*
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	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Letter of Transmittal.*
99.2	Notice of Guaranteed Delivery.*
101	The following materials from Golden State Petroleum's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012~~2013, formatted in eXtensible Business Reporting Language (XBRL): (i) Balance Sheets as of December 31, ~~2012~~2013 and ~~2011~~2012; (ii) Statements of Operations and Retained Earnings for the years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011; (iii) Statements of Cash Flows for the years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011; and (iv) Notes to Financial Statements. ~~***~~

* Incorporated by reference from the Registrant's Registration Statement on Form F-4, Commission File Number 333-26227, dated April 30, 1997.

** Incorporated by reference from the Annual Report on Form 20-F for the year ended 2010, dated March 23, 2011.

***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.15

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 1825, ~~2013~~2014	By	/s/ Tor Olav Trøim
		Tor Olav Trøim
		Director and 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 1825, ~~2013~~2014	By	/s/ Kate Blankenship
			Kate Blankenship Director, Secretary, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer
			Kate BlankenshipDirector, Secretary, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer

Date	March 1825, ~~2013~~2014	By	/s/ Tor Olav Trøim
			Tor Olav Trøim Director and President
			Tor Olav TrøimDirector and President

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