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, 2009








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

13-3927016State or other jurisdiction of incorporation or organization

(I.R.S. Employer Identification No.)





4thFloor 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 registeredNone

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).




[    ]
Yes
[ X ]
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.




[    ]
Yes
[ X ]
No
 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 19, 2010




2 shares of Common Stock, $0.00 par value





DOCUMENTS INCORPORATED BY REFERENCE:


None.


GOLDEN STATE PETROLEUM TRANSPORT CORPORATION





FORM 10-K








TABLE OF CONTENTS


Page




PART I
1


Item 1.
Business
1


Item 1A.
Risk Factors
2


Item 1B.
Unresolved Staff Comments
2


Item 2.
Properties
2


Item 3.
Legal Proceedings
3


Item 4.
(Removed and Reserved)
3




PART II
3


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
4


Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
10


Item 9A(T).
Controls and Procedures
11


Item 9B.
Other Information
12




PART III
13





Item 10.
Directors and Executive Officers of the Registrant
13


Item 11.
Executive Compensation
13


Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
14


Item 13.
Certain Relationships and Related Transactions
14


Item 14.
Principal Accountant Fees and Services
14




PART IV
16


Item 15.
Exhibits and Financial Statement Schedules
16




SIGNATURES
19





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 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.


1


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 share 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 ("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 ("ITC Bermuda") to hold its investment in ITC. Frontline then distributed 17.53% of ITC Bermuda's common shares to Frontline's common shareholders. These shares trade on the Norwegian over-the-counter market. The balance of ITC Bermuda'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 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 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
308,500Golden State Petro (IOM 1-B) plc
Phoenix Voyager
Double-hull
March 15, 1999
308,500







2





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.     (Removed and Reserved)








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 19, 2010 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 2009 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, 2009, we had no contractual obligations and commitments.





Item 7A.    Quantitative and Qualitative Disclosures About Market Risk





Not applicable.


3





Item 8.    Financial Statements and Supplementary Data








PageReport of PricewaterhouseCoopers AS, Independent Registered Public Accounting Firm
5Report of Grant Thornton LLP, Independent Registered Public Accounting Firm
6Balance Sheets as of December 31, 2009 and 2008
7Statements of Operations and Retained Earnings for the Years Ended December 31, 2009, 2008 and 2007
8Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007
9Notes to Financial Statements
10




















4


Report of Independent Registered Public Accounting Firm








To the Board of Directors and Stockholder


Golden State Petroleum Transport Corporation





We have audited the accompanying balance sheets of Golden State Petroleum Transport Corporation (the "Company") as of December 31, 2009 and December 31, 2008, the related statements of operations and retained earnings and cash flows for each of the years then ended. 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. The financial statements of the Company as of December 31, 2007 and for the year then ended were audited by other auditors whose report dated March 28, 2008 expressed an unqualified opinion on those statements.





We conducted our audit 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 audit provides 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, 2009 and December 31, 2008, and the results of its operations and retained earnings and cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.





/s/ PricewaterhouseCoopers AS





PricewaterhouseCoopers AS


Oslo, Norway





March 19, 2010





5





Report of Independent Registered Public Accounting Firm








To the Board of Directors and Stockholder


Golden State Petroleum Transport Corporation





We have audited the accompanying statements of operations and retained earnings, and cash flows of Golden State Petroleum Transport Corporation for the year ended December 31, 2007. 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 audit.





We conducted our audit 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. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Golden State Petroleum Transport Corporation for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.








/s/ Grant Thornton LLP





Grant Thornton LLP


New York, New York


March 28, 2008





6


Balance Sheets as of December 31, 2009 and 2008


(in US$)








2009
2008ASSETSCurrent assets:Cash and cash equivalents

2
2Total assets

2
2LIABILITIES AND STOCKHOLDER'S EQUITYStockholder's equityCommon stock, $0.00 par value; 100 sharesauthorized, 2 shares issued and outstanding

2
2Total liabilities and stockholder's equity

2
2














See accompanying notes to the financial statements














7


Golden State Petroleum Transport Corporation


Statements of Operations and Retained Earnings for the years ended December 31, 2009, 2008 and 2007


(in US$)








2009
2008
2007RevenueAgency fees
-
-
-ExpensesTransaction expenses
-
-
-Net income
-
-
-Retained earnings, beginning of year
-
-
-Retained earnings, end of year
-
-
-





See accompanying notes to the financial statements.


8


Golden State Petroleum Transport Corporation


Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007


(in US$)








2009
2008
2007Net 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
2Cash and cash equivalents at end of year
2
2
2








See accompanying notes to the financial statements.





9


Golden State Petroleum Transport Corporation


Notes to 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 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 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 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 ("ITC Bermuda") to hold its investment in ITC. Frontline then distributed 17.53% of ITC Bermuda's common shares to Frontline's common shareholders. These shares trade on the Norwegian over-the-counter market. The balance of ITC Bermuda's common shares are 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





On August 13, 2008, the Board of Directors dismissed Grant Thornton LLP ("Grant Thornton") as the Company's independent registered public accounting firm. Also on August 13, 2008, the Board approved the engagement of PricewaterhouseCoopers AS ("PricewaterhouseCoopers") as the Company's independent registered public accounting firm for the year ending December 31, 2008.  The Board determined to dismiss Grant Thornton and engage PricewaterhouseCoopers in order to realize economies and efficiencies, since PricewaterhouseCoopers acts as the independent registered public accounting firm for Frontline Ltd. and other companies connected with the Company.


10





The report of Grant Thornton on the financial statements of the Company as of December 31, 2007 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.





In connection with the audit of the Company's financial statements for the fiscal year ended December 31, 2007, and through the period ended August 13, 2008, there were no disagreements with Grant Thornton on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the matter of such disagreements in their reports.





Item 9A(T).    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, 2009 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, 2009.





Management's Report on Internal Controls over Financial Reporting








The 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) of the Exchange Act. The Company's 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 States.





The Company's management including the Principal Executive Officer and Principal Financial Officer, has conducted an assessment of the effectiveness of the Company's internal control over financial reporting and has determined that the Company's internal control over financial reporting as of December 31, 2009 is effective.





The annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company 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 period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.














11


Item 9B.    Other Information





None.


12


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 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 CompanyTor Olav Trøim
47
Director and PresidentKate Blankenship
45
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 Golden State Petroleum Transport Corporation since July 30, 1998 and has been a Director of the Company since November 1, 1998.  He was Vice-President and a director of Frontline from November 1997 to March 2008 and has served as an alternate director of Frontline since March 2008. He has also been a Director of Ship Finance International Limited since October 2003 and was the Chairman of the board until September 2007. Mr. Trøim graduated as M.Sc Naval Architect from the University of Trondheim, Norway, in 1985. His experience includes Portfolio Manager Equity in Storebrand ASA (1987-1990) and Chief Executive Officer for the Norwegian Oil Company DNO AS (1992-1995). Since 1995 Mr. Trøim has been a director of SeaTankers Management in Cyprus. In this capacity, he has acted as Chief Executive Officer for Knightsbridge Tankers Limited (NASDAQ), Golar LNG Limited (NASDAQ) and Seadrill.  Mr. Trøim is currently Vice Chairman of the latter two companies and in addition is a member of the Boards in the public companies Golden Ocean (OSE), Aktiv Kapital ASA (OSE) and Marine Harvest ASA (OSE).





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.  She joined Frontline in 1994 and served as the Chief Accounting Officer and Secretary until October 2005 and now serves as a director of Frontline.  Mrs. Blankenship is also a director of Golar LNG Limited (NASDAQ), Golden Ocean Group Limited, Ship Finance International Limited (NYSE) and Seadrill Limited. Mrs Blankenship is a member of the Institute of Chartered Accountants in England and Wales.





The Company's equity is neither listed nor publicly traded. The equity is held by one beneficial holder, Frontline. 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.


13


Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The following table provides information as of March 19, 2010 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 19, 2010.





Beneficial OwnershipClass of shares
Name and address of beneficial owners
Number of shares
Percent of ClassCommon 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.





Item 13.     Certain Relationships and Related Transactions





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:





2009
2008Audit fees (1)
$10,058
$10,293Audit-related fees (2)
n/a
n/aTax fees (3)
n/a
n/aAll other fees (4)
n/a
n/a





1Audit 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.





2Audit-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.


14





3Tax 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.





4All 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.





15








PART IV





Item 15.     Exhibits and 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 Firms





Balance Sheets at December 31, 2009 and 2008





Statements of Operations and Retained Earnings for the Years Ended December 31, 2009, 2008 and 2007





Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007





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.*


16


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.*





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.*





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.*


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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.*








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





23.6  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.








* 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 Registrant's Registration Statement on Form F-4/A, Commission File Number 333-26227, dated June 25, 1997.





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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 19, 2010

By
/s/ Tor Olav TrøimTor Olav TrøimDirector 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 19, 2010

By
/s/ Kate BlankenshipKate Blankenship

Director, Secretary, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer













Date
March 19, 2010

By
/s/ Tor Olav TrøimTor Olav Trøim

Director and President








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