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 ~~March~~June 3130, 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	~~13-392-7016~~	13-392-7016
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(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)

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 ~~May~~August 98, 2013:

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	76
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.

~~Item~~PART 1I –- ~~Financial~~FINANCIAL ~~Statements~~INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Golden State Petroleum Transport Corporation

Unaudited Balance Sheets as of ~~March~~June 3130, 2013 and December 31, 2012

(in US$)	March 31, 2013		December 31, 2012
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

(in USD)

See accompanying notes to the unaudited financial statements



	June 30, 2013	December 31, 2012
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.

Golden State Petroleum Transport Corporation

Unaudited Statements of Operations and Retained Earnings for the three month and six month periods ended ~~March~~June 3130, 2013 and 2012

(in ~~US$~~USD)

	Three month period ended March 31,
	Three months ended June 30,					Six months ended June 30,
	2013		2012	~~2012~~		2013	2012
Revenue
Agency fees	—	-	—		-	—	—
Expenses
Transaction expenses	—	-	—		-	—	—
		-			-
Net income	—		—			—	—
Net income		-			-
Retained earnings, beginning of period	—		—			—	—
Retained earnings, beginning of period	—	-	—		-	—	—
Retained earnings, end of period		-			-

See accompanying notes to the unaudited financial statements.

Golden State Petroleum Transport Corporation

Unaudited Statements of Cash Flows for the ~~three~~six month periods ended ~~March~~June 3130, 2013 and 2012

(in US$)	Nine month period ended March 31,
	2013		2012
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

(in USD)

See accompanying notes to unaudited financial statements



	Six months ended June 30,
	2013	2012
Net income	—	—
Net cash provided by operating activities	—	—
Net cash provided by investing activities	—	—
Net cash provided by 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 the unaudited financial statements.

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 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.

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, 2012. 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.

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 ~~March~~June 3130, 2013. Based upon that evaluation, our management, including our principal executive and financial officers, with the participation of our manager, Frontline, concluded that the Company's disclosure controls and procedures were effective as of ~~March~~June 3130, 2013.

(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, 2012, which was filed with the Commission on March 18, 2013.

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.

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.



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*	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.

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.

Date	~~May~~August 98, 2013	By	/s/ Tor Olav Troim
			Tor Olav Troim Director and President (Principal Executive Officer)
			Tor Olav TroimDirector and President(Principal Executive Officer)

Golden State Petroleum Transport Corporation

(Registrant)

~~May~~August 98, 2013

/s/ Kate Blankenship

Kate Blankenship Director, Chief Financial Officer, Chief Accounting Officer (Principal Financial Officer)

Kate BlankenshipDirector, Chief Financial Officer,Chief Accounting Officer(Principal Financial Officer)

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