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, 2010





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
033-79220





California Petroleum Transport Corporation


(Exact name of registrant as specified in its charter)





Delaware

04-3232976State or other jurisdiction of incorporation or organization

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





114 West 47th Street, Suite 2310, New York, New York 10036(Address of principal executive offices)

(Zip Code)





Registrant's telephone number, including area code
(212) 302 5151





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 23, 2011





1000 shares of Common Stock, $1.00 par value





DOCUMENTS INCORPORATED BY REFERENCE:


None.







CALIFORNIA PETROLEUM TRANSPORT CORPORATION


FORM 10-K





TABLE OF CONTENTS





PART I

PageItem 1.
Business
1Item 1A.
Risk Factors
4Item 1B.
Unresolved Staff Comments
10Item 2.
Properties
10Item 3.
Legal Proceedings
10Item 4.
(Removed and Reserved)
10PART IIItem 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11Item 6.
Selected Financial Data
11Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
11Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
14Item 8.
Financial Statements and Supplementary Data
15Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
23Item 9A.
Controls and Procedures
24Item 9B.
Other Information
25PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
26Item 11.
Executive Compensation
26Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
26Item 13.
Certain Relationships and Related Transactions, and Director Independence
27Item 14.
Principal Accountant Fees and Services
27PART IVItem 15.
Exhibits, Financial Statement Schedules
28SIGNATURES










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.




California 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




California Petroleum Transport Corporation (the "Company") was incorporated in Delaware in 1995. We are a special purpose corporation organized solely for the purpose of issuing, as agent on behalf of the Owners (as defined below), $167,500,000 Serial First Preferred Mortgage Notes, or the Serial Notes, and $117,900,000 8.52% First Preferred Mortgage Notes due in 2015, which we refer to as the Term Notes and together with the Serial Notes as the Notes. The Serial Notes were fully repaid April 1, 2006. The proceeds from the sale of the Notes were applied by way of long-term loans, being Serial Loans in respect of the Serial First Preferred Mortgage Notes and Term Loans in respect of the First Preferred Mortgage Notes due in 2015, to the Owners to fund the acquisition of the four vessels (the "Vessels") described below in Item 2. from Chevron Transport Corporation, or Chevron. All of our shares were held by The California Trust, a Massachusetts charitable lead trust formed by JH Holdings, a Massachusetts corporation, for the benefit of certain charitable institutions in Massachusetts. On September 14, 2009, The California Trust transferred all of the Company's shares of common stock to GSS Holdings Boston, Inc. ("Holdings"), a Delaware corporation. Global Securitization Services, LLC ("GSS") a Delaware limited liability company, an affiliate of Holdings, provides management and administrative services to the Company.   1




Information about revenues, profits and total assets is provided in the financial statements included in this report.




We have no employees.




The Owners




Each of CalPetro Tankers (Bahamas I) Limited ("CalPetro Bahamas I"), CalPetro Tankers (Bahamas II) Limited ("CalPetro Bahamas II") and CalPetro Tankers (Bahamas III) Limited ("CalPetro Bahamas III"), was organized as a special purpose company under the laws of the Bahamas for the purpose of acquiring and chartering one of the Vessels. Similarly, CalPetro Tankers (IOM) Limited ("CalPetro IOM") was organized as a special purpose company under the laws of the Isle of Man for the purpose of acquiring and chartering one of the Vessels.  Each of the foregoing companies is also referred to in this document as an "Owner".  Each Owner will only engage in the business of the ownership and chartering of its Vessel in addition to activities resulting from or incidental to such ownership and chartering. Each Owner is a majority-owned subsidiary of Frontline Ltd. or Frontline, an Oslo, London and New York Stock Exchange listed Bermuda company. None of the Owners are owned by, or are affiliated with, us and neither we nor any Owner is owned by or is an affiliate of Chevron.




The Charters




Three of the Vessels, the Cygnus Voyager, the Altair Voyager and the Sirius Voyager are currently chartered to Chevron under bareboat charters dated as of the date of the original issuance of the Notes (collectively, the "Chevron Charters") and are due to expire on April 1, 2015. The Front Voyager was chartered to Front Voyager Inc. under a bareboat charter (the "Front Voyager Charter") which expired on April 1, 2010 following the notice of termination from Front Voyager Inc. on January 5, 2010. A Memorandum of Agreement, dated March 15, 2010, was signed regarding the sale of Front Voyager and delivery to the buyers took place on April 8, 2010. We refer to the Chevron Charters and the Front Voyager Charter collectively as the Charters.




Under the Chevron Charters, Chevron could elect to terminate the charter on any of three termination dates occurring at two-year intervals that began in 2003, 2004 and 2006. Non-binding notice of Chevron's intention to terminate must be given one year prior to the termination date. Binding notice must be given seven months prior to the termination date. The final termination dates for each of the Chevron Charters has passed and Chevron did not give notice of termination. Consequently, the Chevron Charters will continue until April 1, 2015.




On April 21, 2005, one of the Owners, CalPetro Bahamas III received irrevocable notice from Chevron regarding the termination of its bareboat charter of the vessel Front Voyager pursuant to the terms of that charter and received from Chevron a termination fee in the amount of $5.05 million. On April 1, 2006, the Front Voyager was redelivered to its Owner who immediately delivered it to Front Voyager Inc., a wholly owned subsidiary of Frontline, to commence employment under the Front Voyager Charter for an initial two year period (the "Initial Period") which provided for prepaid charterhire of $5.05 million for the two years ended April 1, 2008. Front Voyager Inc. exercised options for two one year extensions and gave notice of termination on January 5, 2010 such that the charter terminated on April 1, 2010. As a result, Front Voyager Inc. paid a termination fee of $4.9 million to CalPetro Bahamas III.A Memorandum of Agreement, dated March 15, 2010, was signed regarding the sale of the Front Voyager for $8.3 million and delivery to the buyer occurred on April 8, 2010. After the sale of Front Voyager, CalPetro Bahamas III will continue in existence but will not actively engage in any business other than in connection with ongoing corporate affairs.




2





The market for international seaborne crude oil transportation services is highly fragmented and competitive. Seaborne crude oil transportation services are generally provided by two main types of operators: major oil company captive fleets (both private and state-owned) and independent shipowner fleets. In addition, several owners and operators pool their vessels together on an ongoing basis, and such pools are available to customers to the same extent as independently owned and operated fleets. Many major oil companies and other oil trading companies, the primary charterers of the vessels owned or controlled by the Owners, also operate their own vessels and use such vessels not only to transport their own crude oil but also to transport crude oil for third party charterers in direct competition with independent owners and operators in the tanker charter market. Competition for charters is intense and is based upon price, location, size, age, condition and acceptability of the vessel and its manager. Competition is also affected by the availability of other size vessels to compete in the trades in which the Owners engage.




The oil transportation industry has historically been subject to regulation by national authorities and through international conventions. Over recent years however, an environmental protection regime has evolved which could have a significant impact on the operations of participants in the industry in the form of increasingly more stringent inspection requirements, closer monitoring of pollution-related events, and generally higher costs and potential liabilities for the owners and operators of tankers.




In order to benefit from economies of scale, tanker charterers will typically charter the largest possible vessel to transport oil or products, consistent with port and canal dimensional restrictions and optimal cargo lot sizes.  The oil tanker fleet is generally divided into the following five major types of vessels, based on vessel carrying capacity:




·
Ultra large crude carriers "ULCC"- size range of approximately 320,000 to 450,000 deadweight tons (dwt);




·
Very large crude carriers "VLCC"- size range of approximately 200,000 to 320,000 dwt;




·
Suezmax-size range of approximately 120,000 to 200,000 dwt;




·
Aframax-size range of approximately 60,000 to 120,000 dwt; and




·
small tankers of less than approximately 60,000 dwt.




ULCCs and VLCCs typically transport crude oil in long-haul trades, such as from the Arabian Gulf to Rotterdam via the Cape of Good Hope.  Suezmax tankers also engage in long-haul crude oil trades as well as in medium-haul crude oil trades, such as from West Africa to the East Coast of the United States. Aframax-size vessels generally engage in both medium and short-haul trades of less than 1,500 miles and carry crude oil or petroleum products. Smaller tankers mostly transport petroleum products in short-haul to medium-haul trades.




The shipping industry is highly cyclical, experiencing volatility in profitability, vessel values and charter rates.  In particular, freight and charter hire rates are strongly influenced by the supply and demand for shipping capacity.




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 at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation from the public reference room by calling 1 (800) SEC-0330. 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 114 West 47th Street, Suite 2310, New York, New York 10036 or at the offices of our manager at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda HM 08.


3





Item 1A.  Risk Factors


Our capitalization is nominal and we have no source of income other than payments by the Owners who are foreign corporations as described above.  As a result, we are exposed to the same risk factors affecting the Owners. The following summarizes some of the risks that may materially affect our business, financial condition or results of operations. Our potential losses due to exposure to the following risk factors are difficult to quantify.





The Owners are highly dependent on Chevron and Chevron Corporation.





The Owners are highly dependent upon Chevron and Chevron Corporation as guarantor for their obligations under the Charters and guarantee, respectively. A failure by Chevron and Chevron Corporation to perform their obligations could result in the inability to service the Term Loans. If the Term Note holders had to enforce the mortgages securing the Term Notes, they may not be able to recover the principal and interest owed to them.





The Owners may not be able to pay down their debt in the future.





Currently, the Owners must dedicate a large portion of their cash flow from operations to satisfy their debt service obligations to us. Their ability to pay interest on, and other amounts due in respect of, the term loans will depend on their future operating performance, prevailing economic conditions and financial, business and other factors, many of which are beyond their control. There can be no assurance that their cash flow and capital resources will be sufficient for payment of our indebtedness in the future. If the Owners are unable to service their indebtedness or obtain additional financing, as needed, this could have a material adverse effect on the holders of the Term Notes.




If the tanker industry, which historically has been cyclical, is depressed in the future, the earnings and available cash flow of the Owners may be adversely affected.


Historically, the tanker industry has been highly cyclical, with volatility in profitability and asset values resulting from changes in the supply of, and demand for, tanker capacity. Charter rates are still relatively low compared to the rates achieved in the years preceding the global financial crisis, and the recent upward trend in charter rates since the historical lows reached in 2009 may be short lived.  Fluctuations in charter rates and tanker values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products.




The factors that influence demand for tanker capacity include:




·
supply and demand for oil and oil products;




·
global and regional economic and political conditions, including developments in international trade and fluctuations in industrial and agricultural production;




·
regional availability of refining capacity;




·
environmental and other legal and regulatory developments;




·
the distance oil and oil products are to be moved by sea;




·
changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;





4


·
currency exchange rates;




·
weather and acts of God and natural disasters, including hurricanes, typhoons, earthquakes and tsunamis;





·
competition from alternative sources of energy and from other shipping companies and other modes of transportation; and





·
international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars.





The factors that influence the supply of tanker capacity include:


·
current and expected purchase orders for tankers;


·
the number of tanker newbuilding deliveries;





·
the scrapping rate of older tankers;




·
the successful implementation of the phase-out of single hull tankers;




·
technological advances in tanker design and capacity;




·
tanker freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of tankers;





·
price of steel and vessel equipment;




·
conversion of tankers to other uses of conversion of other vessels to tankers;




·
the number of tankers that are out of service; and




·
changes in environmental and other regulations that may limit the useful lives of tankers.




The factors affecting the supply and demand for tankers have been volatile and are outside of the Owners' control, and the nature, timing and degree of changes in industry conditions are unpredictable, including those discussed above.





Any decrease in shipments of crude oil may adversely affect the Owners' financial performance.




The demand for oil tankers derives primarily from demand for Arabian Gulf and West African crude oil, which, in turn, primarily depends on the economies of the world's industrial countries and competition from alternative energy sources. A wide range of economic, social and other factors can significantly affect the strength of the world's industrial economies and their demand for crude oil from the mentioned geographical areas. One such factor is the price of worldwide crude oil. The world's oil markets have experienced high levels of volatility in the last 25 years. In July 2008, oil prices rose to a high of approximately $143 per barrel before decreasing to approximately $38 per barrel by the end of December 2008 and rising to approximately $92 by the end of December 2010.




Any decrease in shipments of crude oil from the above mentioned geographical areas would have a material adverse effect on the Owners' financial performance. Among the factors which could lead to such a decrease are:





5


·
increased crude oil production from other areas;





·
increased refining capacity in the Arabian Gulf or West Africa;





·
increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa;





·
a decision by Arabian Gulf or West African oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;





·
armed conflict in the Arabian Gulf and West Africa and political or other factors; and





·
the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.





The supply of vessels generally increases with deliveries of new vessels and decreases with the scrapping of older vessels, conversion of vessels to other uses, such as floating production and storage facilities, and loss of tonnage as a result of casualties. Currently there is significant newbuilding activity with respect to virtually all sizes and classes of vessels. If the amount of tonnage delivered exceeds the number of vessels being scrapped, vessel capacity will increase. As discussed below, if the supply of vessel capacity increases and the demand for vessel capacity does not, the charter rate paid for the Vessels as well as the value of the Vessels could materially decline. Such a decline in charter rate and vessel value would likely have an adverse effect on the Owners revenues and profitability, which in turn could lead to defaults in payment.





An over-supply of tanker capacity may lead to reductions in charter rates, vessel values and profitability when the Charters expire.




In recent years, shipyards have produced a large number of new tankers. If the capacity of new vessels delivered exceeds the capacity of tankers being scrapped and converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could materially decline. A reduction in charter rates may have a material adverse effect on the Owners' results of operations when the Charters expire.





Acts of piracy on ocean-going vessels could adversely affect the Owners' business.





Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean and in the Gulf of Aden off the coast of Somalia.  Throughout 2008 and 2009, the frequency of piracy incidents increased significantly, particularly in the Gulf of Aden off the coast of Somalia. For example, in November 2008, the M/V Sirius Star, a tanker vessel not affiliated with any of the Owners, was captured by pirates in the Indian Ocean while carrying crude oil estimated to be worth $100 million. If these piracy attacks result in regions in which the Owners' Vessels are deployed being characterized by insurers as "war risk" zones, or Joint War Committee (JWC) "war and strikes" listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain.  In addition, crew costs, including costs which may be incurred to the extent the Owners employ onboard security guards, could increase in such circumstances.  The Owners may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.  In addition, detention hijacking as a result of an act of piracy against the Vessels, or an increase in cost, or unavailability of insurance for the Vessels, may result in loss of revenues, increased costs and decreased cash flows to Chevron, which could impair its ability to make payments to the Owners under the Charter.





World events could affect the Owners' results of operations and financial condition.


Terrorist attacks in New York on September 11, 2001, in London on July 7, 2005 and in Mumbai on November 26, 2008 and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks in the United States or elsewhere, continues to cause uncertainty in


6


the world's financial markets and may affect the Owners' business, operating results and financial condition. The continuing presence of United States and other armed forces in Iraq and Afghanistan may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect the Owners' ability to obtain additional financing on terms acceptable to the Owners or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on the Owners' operating results, revenues and costs.




Terrorist attacks on vessels, such as the October 2002 attack on the M.V. Limburg, a very large crude carrier not related to the Owners, may in the future also negatively affect the Owners' operations and financial condition and directly impact the Owners' Vessels or the Owners' customers. Future terrorist attacks could result in increased volatility and turmoil of the financial markets in the United States and globally. Any of these occurrences, or the perception that the Owners' Vessels are potential terrorist targets, could have a material adverse impact on the Owners' revenues and costs.





If the Owners' Vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, that could adversely affect the Owners' reputation and the market for the Owners' common stock.





From time to time on charterers' instructions, the Owners' Vessels may call on ports located in countries subject to sanctions and embargoes imposed by the United States government and countries identified by the U.S. government as state sponsors of terrorism. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act ("CISADA"), which expanded the scope of the former Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to non-U.S. companies, such as the Owners, and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. Although we believe that the Owners are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that the Owners will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our company. Additionally, some investors may decide to divest their interest, or not to invest, in our company simply because the Owners do business with companies that do business in sanctioned countries. Moreover, the charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve the Owners or the Owners' Vessels, and those violations could in turn negatively affect the Owners' reputation. Investor perception of the value of the Owners' common stock may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.





The Owners operate in the highly competitive international tanker market which could affect their position at the end of the Charters.


The operation of tanker vessels and transportation of crude and petroleum products is an extremely competitive business.  During the term of the Charters with the charterers, the Owners are not exposed to the risk associated with this competition.  At the end of the Charters or in the event that the charterers terminate any Charter at any of the optional termination dates, the Owners will have to compete with other tanker owners, including major oil companies as well as independent tanker companies for charters.  Due in part to the fragmented tanker market, competitors with greater resources could enter and operate larger fleets through acquisitions or consolidations and may be able to offer better prices and fleets, which could result in the Owners achieving lower revenues from their Suezmax oil tankers which will reduce the amounts available, if any, to pay the principal and interest on the serial and term loans due to us.  Should the Owners default on payment of this interest and principal, the value of collateral to the Term Loans may be insufficient to repay the Term Notes.


7


Compliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce the Owners' net cash flows and net income.





The hull and machinery of every commercial vessel must be certified as being "in class" by a classification society authorized by its country of registry.  The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention.





A vessel must undergo annual surveys, intermediate surveys and special surveys.  In lieu of a special survey, a vessel's machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period.  The Owners expect the Vessels to be on special survey cycles for hull inspection and continuous survey cycles for machinery inspection.  The Vessels are also required to be drydocked every two to three years for inspection of its underwater parts.





Compliance with the above requirements may result in significant expense.  If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable, which could have a material adverse effect on the Owners' business, results of operations, cash flows and financial condition.





We are subject to complex laws and regulations, including environmental laws and regulations, that can adversely affect the Owners' business, results of operations and financial condition at the expiration  of the Charters.





The Owners' operations will be subject to numerous laws and regulations, in the form of international conventions and treaties, national, state and local laws, and national and international regulations in force in the jurisdictions in which the Vessels operate or are registered, which can significantly affect the ownership and operation of the Vessel. Those requirements include, but are not limited to,  the U.S. Oil Pollution Act of 1990, or OPA, the International Maritime Organization, or IMO, International Convention on Civil Liability for Oil Pollution Damage of 1969, (as from time to time amended), generally referred to as CLC, the IMO International Convention for the Prevention of Pollution from Ships of 1975 (as from time to time amended), generally referred to as MARPOL, the IMO International Convention for the Safety of Life at Sea of 1974 (as from time to time amended), generally referred to as SOLAS, the IMO International Convention on Load Lines of 1966 (as from time to time amended) and the U.S. Maritime Transportation Security Act of 2002.  Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of the Vessels.  Compliance with such laws and regulations may require us to obtain certain permits or authorizations prior to commencing operations.  Failure to obtain such permits or authorizations could materially impact the Owners' business results of operations, financial conditions and ability to pay dividends by delaying or limiting the Owners' ability to accept charterers.  The Owners may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of the Owners' ability to address pollution incidents.  These costs could have a material adverse effect on the Owners' business, results of operations, cash flows and financial condition and the Owners' available cash.  A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of the Owners' operations.  Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability, without regard to whether the Owners were negligent or at fault.  Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil in U.S. waters,


8


including the 200-nautical mile exclusive economic zone around the United States.  An oil spill could also result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under other international and U.S. Federal, state and local laws, as well as third-party damages, including punitive damages, and could harm the Owners' reputation with current or potential charterers of the tankers.  The Owners will be required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents.  Although the Owners' technical manager will arrange for insurance to cover the Vessels with respect to certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on the Owners' business, financial condition, results of operations and cash flows.





Furthermore, the explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the tanker industry, and modifications to statutory liability schemes, which could have a material adverse effect on and the Owners' business, financial condition, results of operations and cash flows.




Extensive and changing environmental laws and other regulations, compliance with which may entail significant expenses including expenses for ship modifications and changes in operating procedures, affect the operation of the Vessels.  Although the charterers are responsible for all operational matters and bears all these expenses during the term of the current Charters, these expenses could have an adverse effect on the Owners' business operations in the event the charterers fail to make a necessary payment.




The Owners may not have adequate insurance.




There are a number of risks associated with the operation of oceangoing vessels, including mechanical failure, collision, human error, war, terrorism, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, following the terrorist attack in New York City on September 11, 2001, and the military response of the United States, the likelihood of future acts of terrorism may increase, and the Vessels may face higher risks of attack. Future hostilities or other political instability, as shown by the attack on the Limburg in Yemen in October 2002, could affect trade patterns and adversely affect the Owners' operations and revenues, cash flows and profitability. In addition, the operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.





Under the terms of the Charters, Chevron bears all risks associated with the operation of the Vessels including the total loss of the Vessels. However, we cannot assure holders of the Term Notes that Chevron will adequately insure against all risks For example, a catastrophic spill could exceed Chevron's insurance coverage and have a material adverse effect on their financial condition. In addition, Chevron may not be able to procure adequate insurance coverage at commercially reasonable rates in the future and Chevron cannot guarantee that any particular claim will be paid. In the past, new and stricter environmental regulations have led to higher costs for insurance covering environmental damage or pollution, and new regulations could lead to similar increases or even make this type of insurance unavailable. Furthermore, even if insurance coverage is adequate to cover losses, the Owners may not be able to timely obtain a replacement ship in the event of a loss.





Governments could requisition the Vessels during a period of war or emergency, resulting in loss of earnings.




A government of a vessel's registry could requisition for title or seize one or more of the Vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner.  A government could also requisition one or more of the Vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of the Vessels could have a material adverse effect on the Owners' business, results of operations, cash flows and financial condition.


9


The Vessels may call on ports located in countries that are subject to restrictions imposed by the United States government.




The Charters are bareboat charters and, from time to time, the Vessels may call on ports located in countries subject to sanctions and embargoes imposed by the United States government and countries identified by the United States government as state sponsors of terrorism. Although these sanctions and embargoes do not prevent the Vessel from making calls to ports in these countries, potential investors could view such port calls negatively, which could adversely affect the Owners' reputation and the market for their Term Notes. Investor perception of the value of the Notes may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.




The Notes may not be as liquid as other securities with established trading markets, which may affect the value of the Notes and your ability to trade them.




The Term Notes are not listed on any national securities exchange and have no established trading market.  Consequently, the Term Notes could trade at prices that may be higher or lower than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar notes and warrants, and our financial performance. The placement agents for the Term Notes currently make a market for them, but are not obligated to do so and may discontinue their market making activity at any time. In addition, their market making activity is subject to the limits imposed by the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. We cannot assure you that an active trading market will exist for the Term Notes or that any market for the Term Notes will be liquid.




Item 1B.
Unresolved Staff Comments




None.




Item 2.
Properties




We have no property. The Notes are our obligations and we loaned the proceeds of the sales to the Owners, by means of term and serial loans, to facilitate the funding of the acquisition of the Vessels.  Other than the Vessels described below, the Owners have no property.





Owner
Vessel
Construction
Delivery Date
Approximate dwt.CalPetro Tankers (Bahamas I) Limited
Cygnus Voyager
Double Hull
March 1993
150,000CalPetro Tankers (Bahamas II) Limited
Altair Voyager
Double Hull
August 1993
130,000CalPetro Tankers (IOM) Limited
Sirius Voyager
Double Hull
October 1994
150,000





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)


10


PART II




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




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




(b)
As of March 23, 2011, 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




The selected statement of operations and retained earnings data of the Company with respect to the fiscal years ended December 31, 2010, 2009 and 2008, and the balance sheet data as at December 31, 2010 and 2009 have been derived from the Company's audited financial statements included herein and should be read in conjunction with such statements and the notes thereto. The selected statement of operations and retained earnings data with respect to the fiscal years ended December 31, 2007 and 2006 and the selected balance sheet data as at December 31, 2008, 2007 and 2006 have been derived from audited financial statements of the Company not included herein.




Year Ended December 31,($'000s except per share data)

2010


2009


2008


2007


2006Total operating revenues


7,662



6,124



6,961



7,876



8,798Net income


-



-



-



-



-Net income per share


-



-



-



-



-Total assets


48,667



69,512



79,686



89,470



100,625Long term liabilities


38,103



57,783



68,039



78,009



88,381Cash dividends declared per share


-



-



-



-



-





The following table sets forth a summary of quarterly unaudited results of operations for the years ended December 31, 2010 and 2009.




($'000s)

First

Quarter


Second

Quarter


Third

Quarter


Fourth

Quarter2010Operating revenues


1,477



4,113



1,042



1,030Expenses


(1,477
)


(4,113
)


(1,042
)


(1,030
)Net income


-



-



-



-2009Operating revenues


1,689



1,480



1,483



1,472Expenses


(1,689
)


(1,480
)


(1,483
)


(1,472
)Net income


-



-



-



-





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




Business Strategy




California Petroleum




We were organized to issue, as agent on behalf of the Owners, the Notes and subsequently loan the proceeds of the sale to the Owners. Our only sources of funds with respect to the Notes are receipts of principal and interest on the related loans receivable from each Owner. General and administrative expenses comprising trustee fees, legal fees, agency fees and other costs incurred by us are billed to the Owners. The net result for the year is neither a gain nor a loss, the detail relating to such result is set forth in the Statement of Operations and Retained Earnings included herein.


11




The Owners


The Owners' strategy has been to acquire the Vessels and charter them to Chevron and Frontline under bareboat charters which are expected to provide:




(a)
charterhire payments which we and the Owners expect will be sufficient to pay, so long as the Charters are in effect:




i.
the Owners' obligations under the loans for acquiring the Vessels;




ii.
management fees and technical advisor's fees;




iii.
recurring fees and taxes; and




iv.
any other costs and expenses incidental to the ownership and chartering of the Vessels that are to be paid by the Owners.




(b)
termination payments sufficient to make sinking fund and interest payments on the Term Notes, to the extent allocable to the Vessel for which the related Charter has been terminated, for at least two years following any such termination, during which time the Vessel may be sold or rechartered; and




(c)
that the Vessels will be maintained in accordance with the good commercial maintenance practices required by the Charters; and to arrange for vessel management and remarketing services to be available in case any Charter is terminated by Chevron or Frontline, or any Vessel is for any other reason returned to the possession and use of the Owners.




Results of Operations





Year ended December 31, 2010 compared to the year ended December 31, 2009


Interest income




(in thousands of $)

2010


2009Interest income


4,638



6,097


Interest income decreased in 2010 compared to 2009 primarily due to a decrease in the outstanding principal balance on the Term Loans receivable. In April 2010, the Owners repaid a total principal amount of $20.4 million on the Term Loans.





Expenses reimbursed


(in thousands of $)

2010


2009Expenses reimbursed


3,024



27


General and administrative expenses, which are incurred by us are billed to the Owners. Refer to the discussion on administrative expenses below. During 2010, we also billed to the Owners the make whole premium of $2.1 million for the early redemption of debt and fees of $0.9 million relating to the consent solicitation process. Refer to the discussion on other financial items below.


12




Interest expense




(in thousands of $)

2010


2009Interest expense


(4,522
)


(6,009
)


Interest expense decreased in 2010 compared to 2009 primarily due to a decrease in the outstanding principal balance on the Term Notes payable. In April 2010, we repaid a total principal amount of $20.4 million on the Term Notes.





Other financial items




(in thousands of $)

2010


2009Other financial items


(3,011
)


-


Other financial items in 2010 comprises a make whole premium of $2.1 million for the early redemption of debt following the sale of Front Voyager by one of the Owners and fees of $0.9 million relating to the consent solicitation process relating to the sale of Front Voyager and its release from the collateral securing the Term Notes, and the redemption and cancellation of the portion of the outstanding principal amount of the Term Notes allocated to the Front Voyager.





Administrative expenses




(in thousands of $)

2010


2009Administrative expenses


(13
)


(27
)


General and administrative expenses which comprise trustee fees, audit fees and other costs incurred by us are billed to the Owners. Administrative expenses decreased in 2010 compared to 2009 primarily due to the decrease in administrative expenses in CalPetro Bahamas III following the sale of the Front Voyager in April 2010





Year ended December 31, 2009 compared to the year ended December 31, 2008




Interest income




(in thousands of $)

2009


2008Interest income


6,097



6,937


Interest income decreased in 2009 compared to 2008 primarily due to a decrease in the outstanding principal balance on the Term Loans receivable. On April 1, 2009, the Owners repaid total principal of $9.9 million on the Term Loans.





Expenses reimbursed


(in thousands of $)

2009


2008Expenses reimbursed


27



24


General and administrative expenses which are incurred by us are billed to the Owners. Refer to the discussion on administrative expenses below.




13




Interest expense




(in thousands of $)

2009


2008Interest expense


(6,009
)


(6,849
)


Interest expense decreased compared to 2008 primarily due to a decrease in the outstanding principal balance on the Term Notes payable. On April 1, 2009, we repaid total principal of $9.9 million on the Term Notes.





Administrative expenses




(in thousands of $)

2009


2008Administrative expenses


(27
)


(24
)


General and administrative expenses which comprise trustee fees, audit fees and other costs incurred by us are billed to the Owners.





Liquidity and Capital Resources




We are a passive entity, and our activities are limited to collecting cash from the Owners and making repayments on the Term Notes. We have no source of liquidity and no capital resources other than the cash receipts attributable to the Term Loans.




Critical Accounting Policies




Our principal accounting policies are described in Note 2 to the financial statements included in Item 8 of this Form 10-K.




Recently Issued Accounting Standards




There were no new accounting standards implemented in 2010 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.




Tabular disclosure of contractual obligations




As at December 31, 2010, we had the following contractual obligations and commitments:


(in $'000)

Less than

1 year


1-3 years


3-5 years


More than

5 years


TotalTerm Notes


9,526



19,052



19,051



-



47,629Interest on Term Notes


3,651



4,869



1,623



-



10,143Total contractual obligations


13,177



23,921



20,674



-



57,772




Item 7A.  Quantitative and Qualitative Disclosures about Market Risk




None of the instruments issued by us are for trading purposes.  We are exposed to business risk inherent in the international tanker market as outlined in "Item 1A. Risk Factors."




Quantitative information about the instruments as at December 31, 2010 is as follows:




14


Term Notes





The principal balances of the Term Notes accrue interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015. The table below provides the final principal payments on the Term Notes.


(in thousands of $)

Scheduled payment dateApril 1, 2011


9,526April 1, 2012


9,526April 1, 2013


9,526April 1, 2014


9,526April 1, 2015


9,52547,629





The outstanding amount of Term Notes at December 31, 2010 was $47.6 million.





The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015 on the same basis as the Term Notes.




Item 8.
Financial Statements and Supplementary Data




PageReport of PricewaterhouseCoopers AS, Independent Registered Public Accounting Firm
16Balance Sheets as of December 31, 2010 and 2009
17Statements of Operations and Retained Earnings for the years ended December 31, 2010, 2009 and 2008
18Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008
19Notes to Financial Statements
20




15





Report of Independent Registered Public Accounting Firm




To the Board of Directors and Stockholder




California Petroleum Transport Corporation


We have audited the accompanying balance sheets of California Petroleum Transport Corporation (the "Company") as of December 31, 2010 and December 31, 2009, the related statements of operations and retained earnings, and cash flows for each of the three years in the period ended December 31, 2010.  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 California Petroleum Transport Corporation as of December 31, 2010 and December 31, 2009 and the results of its operations and retained earnings and cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.


/s/ PricewaterhouseCoopers AS


PricewaterhouseCoopers AS


Oslo, Norway


March 23, 2011


16


California Petroleum Transport Corporation


Balance Sheets as of December 31, 2010 and 2009


(in thousands of US$)


2010


2009ASSETSCurrent assets:Cash and cash equivalents


1



1Current portion of Term Loans receivable


9,526



10,256Interest receivable


1,014



1,449Other current assets


23



23Total current assets


10,564



11,729Term Loans receivable, less current portion


37,753



57,317Deferred charges


350



466Total assets


48,667



69,512LIABILITIES AND STOCKHOLDER'S EQUITYCurrent liabilities:Accrued interest


1,014



1,449Current portion of Term Notes payable


9,526



10,256Other current liabilities


23



23Total current liabilities


10,563



11,728Term Notes payable, less current portion


38,103



57,783Total liabilities


48,666



69,511Stockholder's equityShare capital


1



1Total liabilities and stockholder's equity


48,667



69,512





See accompanying notes to the financial statements.





17


California Petroleum Transport Corporation


Statements of Operations and Retained Earnings for the years ended December 31, 2010, 2009 and 2008


(in thousands of US$)


2010


2009


2008RevenueInterest income


4,638



6,097



6,937Expenses reimbursed


3,024



27



24Total operating revenues


7,662



6,124



6,961ExpensesGeneral and administrative expenses


(13
)


(27
)


(24
)Amortization of debt issue costs


(116
)


(88
)


(88
)Other financial items


(3,011
)


-



-Interest expense


(4,522
)


(6,009
)


(6,849
)(7,662
)


(6,124
)


(6,961
)Net income


-



-



-Retained earnings, beginning of year


-



-



-Retained earnings, end of year


-



-



-





See accompanying notes to the financial statements.




18


California Petroleum Transport Corporation


Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008


(in thousands of US$)


2010


2009


2008Net income


-



-



-Adjustments to reconcile net income to net cash provided

by operating activities:Amortization of deferred charges


116



88



88Changes in operating assets and liabilities:Interest receivable


435



213



202Other current assets


1



9



56Accrued interest


(435
)


(213
)


(202
)Other current liabilities


(1
)


(9
)


(56
)Net cash provided by operating activities


116



88



88Cash flows from investing activitiesCollections on Term Loans


20,294



9,882



9,438Net cash provided by investing activities


20,294



9,882



9,438Cash flows from financing activitiesRepayments of Term Notes


(20,410
)


(9,970
)


(9,526
)Net cash used in financing activities


(20,410
)


(9,970
)


(9,526
)Net change in cash and cash equivalents


-



-



-Cash and cash equivalents at beginning of year


1



1



1Cash and cash equivalents at end of year


1



1



1Supplemental disclosure of cash flow information:Interest paid


4,927



6,222



7,051





See accompanying notes to the financial statements.


19


California Petroleum Transport Corporation


Notes to Financial Statements





1.           DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION





California Petroleum Transport Corporation (the "Company"), which is incorporated in Delaware, is a special purpose corporation that was organized solely for the purpose of issuing, as agent on behalf of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited and CalPetro Tankers (IOM) Limited (each an "Owner" and, together the "Owners"), $167,500,000 Serial First Preferred Mortgage Notes, or the Serial Notes, and $117,900,000 8.52% First Preferred Mortgage Notes due in 2015, which we refer to as the Term Notes and together with the Serial Notes as the Notes. The Serial Notes were fully repaid April 1, 2006. The proceeds from the sale of the Notes were applied by way of long-term loans, being Serial Loans in respect of the Serial First Preferred Mortgage Notes and Term Loans in respect of the First Preferred Mortgage Notes due in 2015, to the Owners to fund the acquisition of four vessels (the "Vessels") from Chevron Transport Corporation ("Chevron").


Currently, the Owners charter three of the Vessels to Chevron under bareboat charters that are expected to provide sufficient payments to cover the Owners' obligations to the Company. CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited and CalPetro Tankers (IOM) Limited received no notice from Chevron to terminate their bareboat charters by the required dates. Consequently, the charters will continue until April 1, 2015.





The fourth Vessel (the "Front Voyager") was chartered under a bareboat charter to Front Voyager Inc. (the "Charterer"), a wholly owned subsidiary of Frontline Ltd. (the "Front Voyager Charter"). Pursuant to the Front Voyager Charter, the Charterer agreed to charter the Front Voyager as of April 1, 2006 for an initial two-year period (the "Initial Period") with a further seven annual optional periods. The charterhire payable for the Initial Period was $5.05 million. This was prepaid in full on March 31, 2006. On March 25, 2009, the Charterer exercised its option to extend the charter for the second one-year optional period beginning April 1, 2009 at a cost of $1.8 million. On January 5, 2010, the Charterer gave notice that it would terminate the charter and paid a termination fee of $4.9 million on April 1, 2010 in accordance with the bareboat charter. A Memorandum of Agreement, dated March 15, 2010, was signed regarding the sale of the Front Voyager for $8.3 million and delivery to the buyer occurred on April 8, 2010. After the sale of Front Voyager, the Owner, CalPetro Tankers (Bahamas III) Limited, will continue in existence but will not actively engage in any business other than in connection with ongoing corporate affairs.


The Company's only source of funds with respect to the Term Notes is the payment of the principal and interest on the Term Loans by the Owners. The Company does not have any other source of capital for payment of the Term Notes. The Owners' only sources of funds with respect to its obligation to the Company are the payments by Chevron. The Owners do not have any other source of capital for payment of the Term Loans.


The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").


2.           PRINCIPAL ACCOUNTING POLICIES


(a)           Revenue and expense recognition


Interest receivable on the Term Loans is accrued on a daily basis.  Interest payable on the Term Notes is accrued on a daily basis. The Owners reimburse the Company for general and administrative expenses incurred on their behalf.


(b)           Deferred charges




20




Deferred charges represent the capitalization of debt issue costs. These costs are amortized over the term of the Term Notes to which they relate on a straight line basis, which is not materially different to the effective interest rate method.


(c)           Reporting and functional currency


The reporting and functional currency is the United States dollar.


(d)           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.


(e)           Recently Issued Accounting Pronouncements


There were no new accounting standards implemented in 2010 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.


3.           TERM LOANS


The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015. The Term Loans are reported net of the related discounts, which are amortized over the term of the Term Loans.


4.           TERM LOANS COLLATERAL


The Term Loans are collateralized by first preferred mortgages on the Vessels to the Company. The earnings and insurance relating to the Vessels subject to the charters with Chevron have been collaterally assigned pursuant to an assignment of earnings and insurance to the Company, which in turn has assigned such assignment of earnings and insurance to The Bank of New York Mellon as the collateral trustee (the "Trustee"). The charters with Chevron and the Chevron Guarantees (where the obligations of Chevron are guaranteed by Chevron Corporation) relating to the Vessels have been collaterally assigned pursuant to the assignment of initial charter and assignment of initial charter guarantee to the Company, which in turn has assigned such assignments to the collateral trustee.  The capital stock of each of the Owners has been pledged to the Company pursuant to stock pledge agreements which have also been collaterally assigned to the Trustee.


5.           DEFERRED CHARGES


(in thousands of $)

2010


2009Debt arrangement fees


3,400



3,400Accumulated amortization


(3,050
)


(2,934
)350



466





6.           TERM NOTES


(in thousands of $)

2010


20098.52% Term Notes due 2015


47,629



68,039Total debt


47,629



68,039Less: short-term portion


(9,526
)


(10,256
)38,103



57,783





21




(in thousands of $)2011


9,5262012


9,5262013


9,5262014


9,5262015


9,52547,629




A make whole premium of $2.1 million for the early redemption of debt following the sale of Front Voyager by one of the Owners was paid in April 2010. In addition, fees of $0.9 million relating to the consent solicitation process relating to the sale of Front Voyager and its release from the collateral securing the Term Notes, and the redemption and cancellation of the portion of the outstanding principal amount of the Term Notes allocated to the Front Voyager were incurred in April 2010.





The Term Notes bear interest at a rate of 8.52% per annum. Interest is payable semi-annually. The Term Notes include certain covenants such as restriction on the payment of dividends and making additional loans or advances to affiliates. At December 31, 2010 and 2009, the Company was in compliance with these covenants.





As of December 31, 2010, the effective interest rate for the Term Notes of the Company was 8.52%.




7.           SHARE CAPITAL




(in thousands of $)

2010


2009Authorized, issued and fully paid share capital:1,000 shares of $1.00 each


1



1


8.           FINANCIAL INSTRUMENTS




Fair values




The carrying value and estimated fair value of the Company's financial instruments at December 31, 2010 and 2009 are as follows:





(in thousands of $)

2010

Fair

Value


2010 Carrying Value


2009

Fair

Value


2009

Carrying

ValueCash and cash equivalents


1



1



1



18.52% Term Notes due 2015


49,263



47,629



80,218



68,039


The methods and assumptions used in estimating the fair values of financial instruments are as follows:


The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.


The estimated fair value of the Term Notes is based on the quoted market price of these or similar notes when available.


Concentrations of risk


The Company's only source of funds for the repayment of the principal and interest on the Term Notes are the repayments from the Owners. The Owners only source of funds for the repayment of the principal and interest on the Term Loans due to the Company are from charterhire payments from Chevron as well as investment income and the proceeds, if any, from the sale of any of the Vessels. Accordingly, the Company's ability to service its obligations on the Term Notes is wholly dependent upon the financial condition, results of operations and cash flows from the Owners.


22




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




None.








23


Item 9A.    Controls and Procedures


Disclosure Controls and Procedures




Our management, including our President and Treasurer, with the participation of our manager, Frontline Ltd., 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 December 31, 2010.  Based upon that evaluation, our President and Treasurer concluded that the Company's disclosure controls and procedures were effective as of December 31, 2010.


Management's Report on Internal Controls over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended.


Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our President and Treasurer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:




·
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions 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) published in its report entitled Internal Control-Integrated Framework. Based upon that evaluation, 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, 2010.




The annual report does not include an attestation report of the Company's current registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's current registered public accounting firm 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


24





There were no changes in our internal controls over financial reporting that 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.





Item 9B.
Other Information





None.


25


PART III





Item 10.
Directors, Executive Officers and Corporate Governance




The Company does not have any employees.  The following table sets forth the name, age and principal position with the Company of each of its directors and executive officers.




Name
Age
Position with CompanyFrank B. Bilotta

Timothy O'Connor

Christopher Thompson
50

38

42
Director, President, Treasurer and Assistant Secretary

Director, Secretary, Vice President and Assistant Treasurer

Director, Vice President, Assistant Secretary and Assistant Treasurer


Officers are appointed by the Board of Directors and will serve until they resign or are removed by the Board of Directors.




Frank B. Bilotta, serves as the Company's Director, President, Treasurer and Assistant Secretary. Mr. Bilotta is Principal Executive Officer and Principal Financial Officer of the Company. Mr. Bilotta is a principal at GSS and has served as its President and Treasurer since August 2005. Mr. Bilotta served as Vice President of GSS from December 2001 to August 2005.




Timothy O'Connor, serves as the Company's Director, Secretary, Vice President and Assistant Treasurer. Mr. O'Connor is a principal at GSS and has served as its Vice President since April 2002.




Christopher Thompson, serves as the Company's Director, Vice President, Assistant Secretary and Assistant Treasurer. Mr. Thompson is a principal at GSS and has served as its Vice President since May 2002.




The Company's equity is neither listed nor publicly traded. The equity is held by one beneficial holder, GSS Holdings Boston, Inc.. The Owners obligations toward their bondholders are set out in detail in covenants contained in the Indenture for their Notes. For the above stated reasons, the Company has not adopted a business code of ethics or appointed an audit committee or financial expert.




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 23, 2011 with respect to the ownership by each person or group of persons, known by the registrant to be a beneficial owner of 5% or more of the Common Stock.




Except as set forth below, the Registrant is not aware of any beneficial owner of more than 5% of the Common Stock as of close of business on March 23, 2011.




26




Class of shares
Name and address of beneficial owners
Number of shares
Percent of ClassCommon Stock
GSS Holdings Boston, Inc.

114 West 47thStreet, Suite 2310

New York, NY 10036
1,000
100%


The Company does not have an equity compensation plan.




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




Not applicable.




Item 14.
Principal Accountant Fees and Services




The following table summarizes fees we have paid to our principal accountant for independent auditing, tax and related services for each of the last two fiscal years:




2010


2009Audit fees (1)

$
13,100


$
25,100Audit-related fees (2)


-



-Tax fees (3)


-



-All other fees (4)


-



-Total

$
13,100


$
25,100


(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.




(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 Company's Board of Directors has assigned responsibility for the engagement of the auditors to the Company's manager.




27


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 Registered Public Accounting Firm




Balance Sheets at December 31, 2010 and 2009




Statements of Operations and Retained Earnings for the Years Ended December 31, 2010, 2009 and 2008




Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008




Notes to Financial Statements




(b) Exhibits Note brackets in some of the exhibits highlighted below.





3.1
Certificate of Incorporation of California Petroleum Transport Corporation (filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1, Commission File Number 33-79220, and incorporated herein by reference).3.2
Bylaws of California Petroleum Transport Corporation (filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1, Commission File Number 33-79220, and incorporated herein by reference).3.3
Certificate of Incorporation and Memorandum of Association of CalPetro Tankers (Bahamas I) Limited (filed as Exhibit 3.3 to Registrant's Registration Statement on Form F-1, Commission File Number 33-79220, and incorporated herein by reference).3.4
Articles of Association of CalPetro Tankers (Bahamas I) Limited (filed as Exhibit 3.4 to Registrant's Registration Statement on Form F-1, Commission File Number 33-79220, and incorporated herein by reference).3.5
Certificate of Incorporation and Memorandum of Association of CalPetro Tankers (Bahamas II) Limited (filed as Exhibit 3.5 to Registrant's Registration Statement on Form F-1, Commission File Number 33-79220, and incorporated herein by reference).3.6
Articles of Association of CalPetro Tankers (Bahamas II) Limited (filed as Exhibit 3.6 to Registrant's Registration Statement on Form F-1, Commission File Number 33-79220, and incorporated herein by reference).3.7
Certificate of Incorporation of CalPetro Tankers (IOM) Limited (filed as Exhibit 3.7 to Registrant's Registration Statement on Form F-1, Commission File Number 33-79220, and incorporated herein by reference).3.8
Memorandum and Articles of Association of CalPetro Tankers (IOM) Limited (filed as Exhibit 3.8 to Registrant's Registration Statement on Form F-1, Commission File Number 33-79220, and incorporated herein by reference).


28





3.9
Certificate of Incorporation and Memorandum of Association of CalPetro Tankers (Bahamas III) Limited (filed as Exhibit 3.9 to Registrant's Registration Statement on Form F-1, Commission File Number 33-79220, and incorporated herein by reference).3.10
Articles of Association of CalPetro Tankers (Bahamas III) Limited (filed as Exhibit 3.10 to Registrant's Registration Statement on Form F-1, Commission File Number 33-79220, and incorporated herein by reference).4.1
Form of Serial Indenture between California Petroleum Transport Company and Chemical Trust Company of California, as Indenture Trustee (filed as Exhibit 4.1 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.1
Form of Vessel Purchase Agreement between CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited, CalPetro Tankers (Bahamas III) Limited, and Chevron Transport Corporation (including the form of Assignment of such Vessel Purchase Agreement to California Petroleum Transport Corporation by CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited, CalPetro Tankers (Bahamas III) Limited) (filed as Exhibit 10.3 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.2
Form of Bareboat Charter between CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited, CalPetro Tankers (Bahamas III) Limited and Chevron Transport Corporation (filed as Exhibit 10.2 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.3
Form of Assignment of Initial Charter Guarantee by CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum Transport Corporation (including the form of Collateral Assignment of such Initial Charter Guarantee to Chemical Trust Company of California, as Collateral Trustee by California Petroleum Transport Corporation) (filed as Exhibit 4.08 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.4
Form of Assignment of Earnings and Insurances from CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum Transport Corporation (filed as Exhibit 4.09 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.5
Form of Assignment of Initial Charter from CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum Transport Corporation (including the form of Collateral Assignment of such Initial Charter to Chemical Trust Company of California, as Collateral Trustee by California Petroleum Transport Corporation) (filed as Exhibit 4.10 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).





29





10.6
Form of Management Agreement between P.D. Gram & Co., and [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] (filed as Exhibit 4.10 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.7
Form of Assignment of Management Agreement from [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] to California Petroleum Transport Corporation (filed as Exhibit 4.11 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.8
Form of Serial Loan Agreement between California Petroleum Transport Corporation and [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited] [CalPetro (Bahamas III) Limited] (filed as Exhibit 4.12 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.9
Form of Term Loan Agreement between California Petroleum Transport Corporation and [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited] [CalPetro (Bahamas III) Limited] (filed as Exhibit 4.13 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.10
Form of Collateral Agreement between California Petroleum Transport Corporation, the Indenture Trustee under the Serial Indenture, the Indenture Trustee under the Term Indenture and Chemical Trust Company of California, as Collateral Trustee (filed as Exhibit 4.14 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.11
Form of Issue of One Debenture From [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] to California Petroleum Transport Corporation (filed as Exhibit 4.15 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.12
Form of First Preferred Ship Mortgage by [CalPetro Tankers (Bahamas III) Limited] [CalPetro Tankers (IOM) Limited] to California Petroleum Transport Corporation (including the form of assignment of such Mortgage to Chemical Trust Company of California, as Collateral Trustee by California Petroleum Transport Corporation) (filed as Exhibit 4.3 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).10.13
Form of Bahamian Statutory Ship Mortgage and Deed of Covenants by [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] to California Petroleum Transport Corporation (including the form of assignment of such Mortgage to Chemical Trust Company of California, as Collateral Trustee by California Petroleum Transport Corporation) (filed as Exhibit 4.4 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).


30





10.14
Form of Bermudian Statutory Ship Mortgage and Deed of Covenants by CalPetro Tankers (IOM) Limited to California Petroleum Transport Corporation (including the form of assignment of such Mortgage to Chemical Trust Company of California, as Collateral Trustee by California Petroleum Transport Corporation) (filed as Exhibit 4.5 to Registrant's Registration Statement on Form S-3, Commission File Number 33-56377, and incorporated herein by reference).





10.15
Bareboat Charter Agreement by and between CalPetro Tankers (Bahamas III) Limited and Front Voyager Inc. entered into as of March 31, 2006 (filed as Exhibit 10.15 to Registrant's Form 10-K, Commission File Number 33-79220, and incorporated herein by reference).10.16
Assignment of Charter by and between California Petroleum Transportation Corporation and JP Morgan Trust Company, National Association entered into as of March 31, 2006 (filed as Exhibit 10.16 to Registrant's Form 10-K, Commission File Number 33-79220, and incorporated herein by reference).10.17
Collateral Assignment of Charter by and between California Petroleum Transportation Corporation and CalPetro Tankers (Bahamas III) Limited entered into as of March 31, 2006 (filed as Exhibit 10.17 to Registrant's Form 10-K, Commission File Number 33-79220, and incorporated herein by reference).21.1
The Company does not have any subsidiaries.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.**
Filed herewith




31


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.





California Petroleum Transport Corporation(Registrant)Date
March 23, 2011

By
/s/ Frank B. BilottaFrank B. BilottaPresident





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 23, 2011

By
/s/ Frank B. BilottaFrank B. BilottaDirector, President and Treasurer





Date
March 23, 2011

By
/s/ Timothy O'ConnorTimothy O'ConnorDirector


32