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, ~~2011~~2012

orOr

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from toTo

Commission file number

033-79220

California Petroleum Transport Corporation

(Exact name of registrant as specified in its charter)

Delaware		04-3232976
State 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 registered

None		Not applicable

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

None

(Title of class)

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

[ ] Yes [ X ] No

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

[ ] Yes [ X ] No

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ] Yes [ ] No

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

[ X ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ X ]

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [ X ] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

None

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

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 1618, ~~2012~~2013

1000 shares of Common Stock, $1.00 par value

DOCUMENTS INCORPORATED BY REFERENCE: None.

None.

CALIFORNIA PETROLEUM TRANSPORT CORPORATION

FORM 10-K

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	810
Item 2.	Properties	810
Item 3.	Legal Proceedings	810
Item 4.	Mine Safety Disclosures	810
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	911
Item 6.	Selected Financial Data	911
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	911
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1214
Item 8.	Financial Statements and Supplementary Data	1214
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1922
Item 9A.	Controls and Procedures	1922
Item 9B.	Other Information	2023
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2124
Item 11.	Executive Compensation	2124
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2125
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2125
Item 14.	Principal Accountant Fees and Services	2225
PART IV
Item 15.	Exhibits, Financial Statement Schedules	2326
SIGNATURES		26

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.

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 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. (NYSE:FRO) 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~~Since the sale of Front Voyager, CalPetro Bahamas III ~~will~~continues ~~continue~~to inoperate ~~existence~~ but will not actively engage in any business other than in connection with ongoing corporate affairs.

The International Tanker Market

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~~four 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.

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 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 on the performance by Chevron of its obligations under the Chevron Charters and by its guarantor, Chevron Corporation, of its obligations under its guarantee. A failure by Chevron and Chevron Corporation to perform their obligations under the Chevron Charters could result in the Owners' inability to service the Term Loans, defined below. If the holders of the Term Notes 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~~Term ~~loans~~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 the Owners' 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 and volatile, continues to be depressed or declines further in the future, the revenues, earnings and available cash flow of the Owners may be adversely affected.

Historically, the tanker industry has been highly cyclical, with volatility in profitability, charter rates and asset values resulting from changes in the supply of, and demand for, tanker capacity. After reaching highs during the summer of 2008, charter rates for crude oil carriers fell dramatically in connection with the commencement of the global financial crisis and current rates continue to remain at relatively low levels compared to the rates achieved in the years preceding the global financial crisis. Fluctuations in charter rates and tanker values result from changes in the supply of and demand for tanker capacity and changes in the supply of and demand for oil and oil products. According to industry sources, newbuilding deliveries for oil tankers in 2010 and 2011 increased from their relatively low levels in 2009, and newbuilding vessels representing approximately 21% of the global tanker fleet are expected to be delivered from the yard and enter into service during 2012 and 2013. These factors may result in loss of revenues, increased costs and decreased cash flows to Chevron, which could impair Chevron's ability to make payments to the Owners under the Chevron Charters and could lead to a default in payment under the Term Loans by the Owners. The charter rates payable under any renewal or replacement charter the Owners enter into for the Vessels will depend on, among other things, economic conditions in the tanker market and we cannot guarantee that any renewal or replacement charter the Owners enter into will be sufficient to allow them to operate the Vessels profitably.

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, national oil reserve policies, fluctuations in industrial and agricultural production and armed conflicts;

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;

increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets the Owners may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets;

currency exchange rates;

weather and acts of God and natural disasters;

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

international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars; and

regulatory changes including regulations adopted by supranational authorities and/or industry bodies, such as safety and environmental regulations and requirements by major oil companies.

The factors that influence the supply of tanker capacity include:

current and expected purchase orders for tankers;

the number of tanker newbuilding deliveries;

any potential delays in the delivery of newbuilding vessels and/or cancellation of newbuilding orders;

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 effect the rate of newbuilding, swapping and laying up of tankers;

port and canal congestion

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. ~~The~~Continuing ~~current~~weak global economic ~~downturn~~conditions may reduce demand for transportation of oil over longer distances and increase supply of tankers to carry that oil, which may result in loss of revenues, increased costs and decreased cash flows to Chevron, which could impair Chevron's ability to make payments to the Owners under the Chevron Charters and could lead to a default in payment under the Term Loans by the Owners.

The international tanker industry has experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and vessel values will return to their previous levels

Charter rates in the tanker industry are volatile. We anticipate that future demand for the Vessels, and in turn their future charter rates, will be dependent upon economic growth in the world's economies, as well as seasonal and regional changes in demand and changes in the capacity of the world's fleet. We believe the charter rates that were paid prior to 2008 were the result of economic growth in the world economies that exceeded growth in global vessel capacity. There can be no assurance that economic growth will not stagnate or decline leading to a further decrease in vessel values and charter rates. In the event of a further decline in vessel values and charter rates, and should the Owners default on payment of the interest and principal on the Term Loans due to us, the value of collateral to the Term Loans may be insufficient to repay the Term Notes.

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

The demand for the Owners' oil tankers derives primarily from demand for Arabian Gulf, West African, North Sea and Caribbean 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 then rising to approximately $92 per barrel as of the end of December 2010 and continuing to rise to approximately $100 by the end of December 2011.

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:

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.

In addition, the ~~current~~continuing weak economic conditions affecting the United States and world economies may result in reduced consumption of oil products and a decreased demand for the Vessels and lower charter rates and may result in loss of revenues, increased costs and decreased cash flows to Chevron, which could impair Chevron's ability to make payments to the Owners under the Chevron Charters and could lead to a default in payment under the Term Loans by the Owners.

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. Although the frequency of sea piracy worldwide decreased ~~slightly~~during in2012 ~~2011~~to ~~for~~its ~~the~~lowest ~~first~~level ~~time~~since ~~in five years, throughout 2008,~~ 2009 ~~and 2010~~, ~~the~~ ~~frequency~~sea of piracy incidents ~~increased~~continue ~~significantly~~to occur, particularly in the Gulf of Aden off the coast of Somalia. and increasingly in the Gulf of Guinea, with drybulk vessels and tankers particularly vulnerable to such attacks. If these piracy attacks result in regions in which the Vessels are deployed being characterized by insurers as "war risk" zones by insurers or Joint War Committee "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 Chevron employs onboard security guards, could increase in such circumstances. Chevron may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on them. 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 Chevron's ability to make payments to the Owners under the Chevron Charters and could lead to a default in payment under the Term Loans by the Owners.

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 the world's financial markets and may affect the Owners' business, operating results and financial condition. Continuing conflicts and recent developments in the Middle East, including Egypt, and North Africa, including Libya, and the 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 them or at all. In the past, political conflicts have also resulted in attacks on vessels, ~~such as the October 2002 M.V. Limburg,~~ a very large crude carrier not related to the Owners, 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, or the perception that any of the vessels owned by the Owners is a potential terrorist target, could have a material adverse impact on the Owners' business, financial condition and results of operations, which in turn could lead to defaults in payment of the Term Loans due to us.

If the 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.

The Chevron Charters are bareboat ~~charter~~charters and, from time to time, the Vessels may call on ports located in countries subject to sanctions and embargoes imposed by the U.S. government and countries identified by the United States government as state sponsors of terrorism, such as Cuba, Iran, Sudan and Syria . 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, or 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~~In weaddition, ~~believe~~on ~~that~~May ~~the~~1, ~~Owners~~2012, ~~are~~President inObama ~~compliance~~signed ~~with~~Executive ~~all~~Order ~~applicable~~13608 ~~sanctions~~which ~~and~~prohibits ~~embargo~~foreign ~~laws~~persons ~~and~~from ~~regulations,~~violating ~~and~~or ~~intend~~attempting to ~~maintain~~violate, ~~such~~or ~~compliance,~~causing ~~there~~a ~~can~~violation beof noany ~~assurance~~sanctions ~~that~~in ~~the~~effect ~~Owners~~against ~~will~~Iran beor infacilitating ~~compliance~~any indeceptive ~~the~~transactions ~~future,~~for ~~particularly~~or ason ~~the~~behalf ~~scope~~of any person subject to U.S. sanctions. Any persons found to be in violation of ~~certain~~Executive ~~laws~~Order ~~may~~13608 will be ~~unclear~~deemed a foreign sanctions evader and ~~may~~will be ~~subject~~banned tofrom ~~changing~~all ~~interpretations.~~contacts ~~Any~~with ~~such~~the ~~violation~~United ~~could~~States, ~~result~~including conducting business in ~~fines~~U.S. ordollars. ~~other~~Also ~~penalties~~in ~~and~~2012, ~~could~~President ~~result~~Obama insigned ~~some~~into ~~investors~~law ~~deciding,~~the orIran ~~being~~Threat ~~required,~~Reduction toand ~~divest~~Syria ~~their~~Human ~~interest~~Rights Act of 2012, or ~~not~~the toIran ~~invest~~Threat Reduction Act, inwhich ~~the~~created ~~Owners~~new sanctions and strengthened existing sanctions. ~~Additionally~~Among other things, ~~some~~the ~~investors~~Iran ~~may~~Threat ~~decide~~Reduction toAct ~~divest~~intensifies ~~their~~existing ~~interest~~sanctions regarding the provision of goods, services, infrastructure or ~~not~~technology to ~~invest,~~Iran's inpetroleum ~~our~~or ~~company~~petrochemical ~~simply~~sector. ~~because~~The ~~the~~Iran ~~Owners~~Threat doReduction ~~business~~Act ~~with~~also ~~companies~~includes ~~that~~a doprovision ~~business~~requiring inthe ~~sanctioned~~President ~~countries.~~of ~~Moreover,~~the ~~Chevron~~United ~~may~~States ~~violate~~to ~~applicable~~impose five or more sanctions ~~and~~from ~~embargo~~Section ~~laws~~6(a) ~~and~~of ~~regulations~~the Iran Sanctions Act, as amended, on a ~~result~~person ofthe ~~actions~~President ~~that~~determines dois ~~not~~a ~~involve~~controlling ~~the~~beneficial ~~Owners~~owner of, or ~~the~~otherwise ~~Vessels~~owns, ~~and~~operates, ~~those~~or ~~violations~~controls ~~could~~or ininsures ~~turn~~a ~~negatively~~vessel ~~affect~~that ~~the~~was ~~Owners'~~used ~~reputation~~to transport crude oil from Iran to another country and (1) if the ~~market~~person ~~value~~is a controlling beneficial owner of the ~~Term~~vessel, ~~Notes.~~the ~~Investor~~person ~~perception~~had ofactual knowledge the ~~value~~vessel ofwas ~~our~~so ~~Term~~used ~~Notes~~or ~~may~~(2) ~~also~~if bethe ~~adversely~~person ~~affected~~otherwise byowns, ~~the~~operates, ~~consequences~~or ofcontrols, ~~war~~or insures the vessel, the ~~effects~~person knew or should have known the vessel was so used. Such a person could be subject to a variety of ~~terrorism~~sanctions, ~~civil~~including ~~unrest~~exclusion ~~and~~from ~~governmental~~U.S. ~~actions~~capital inmarkets, ~~these~~exclusion from financial transactions subject to U.S. jurisdiction, and ~~surrounding~~exclusion ~~countries~~of that person's vessels from U.S. ports for up to two years.

Although we believe that the Owners have been 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 the Owners. 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, Chevron may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve the Owners or the Vessels, and those violations could in turn negatively affect the Owners' reputation and the market value of the Term Notes. Investor perception of the value of our Term Notes may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

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 result in loss of revenues, increased costs and decreased cash flows to Chevron, which could impair Chevron's ability to make payments to the Owners under the Chevron Charters and could lead to a default in payment under the Term Loans by the Owners.

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. These requirements include, but are not limited to, European Union regulations, the U.S. Oil Pollution Act of 1990, or OPA, the U.S. Clean Air Act, the U.S. Clean Water Act, the International Maritime Organization, or IMO, International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the IMO International Convention on Civil Liability for Bunker Oil Pollution Damage, the IMO International Convention for the Prevention of Pollution from Ships of 1975, generally referred to as MARPOL, the IMO International Convention for the Safety of Life at Sea of 1974, generally referred to as SOLAS, the IMO International Convention on Load Lines of 1966 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 and financial conditions 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. Additionally, we cannot predict the cost of compliance with any new regulations that may be promulgated as a result of the 2010 BP plc Deepwater Horizon oil spill in the Gulf of Mexico. 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, 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.

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.

If the Owners fail to comply with international safety regulations, the Owners may be subject to increased liability, which may adversely affect insurance coverage and may result in a denial of access to, or detention in, certain ports

The operation of the Vessels is affected by the requirements set forth in the IMO's International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires shipowners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. If the Owners fail to comply with the ISM Code, they may be subject to increased liability, may invalidate existing insurance or decrease available insurance coverage for the Vessels and such failure may result in a denial of access to, or detention in, certain ports.

Maritime claimants could arrest the Vessels, which could interrupt the Owners' cash flow

Crew members, suppliers of goods and services to the Vessels, shippers of cargo and other parties may be entitled to a maritime lien against the Vessels for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by "arresting" or "attaching" a vessel through foreclosure proceedings. The arrest or attachment of the vessel could result a loss of earnings for the related off-hire period, which would reduce the amounts available, if any, to pay the principal and interest on the Term Loans due to us.

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

The government of the registry of the Vessels could requisition for title or seize the Vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. A government could also requisition the Vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of the Vessels could result in loss of revenues, increased costs and decreased cash flows to Chevron, which could impair Chevron's ability to make payments to the Owners under the Chevron Charters and could lead to a default in payment under the Term Loans by the Owners.

The operation of tankers involves certain unique operational risks

The operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and a catastrophic spill could exceed the insurance coverage available. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

If Chevron is unable to adequately maintain or safeguard the Vessels, it may be unable to prevent these events. Any of these circumstances or events could negatively impact the Owners' business, financial condition and results of operations.

The Owners may not have adequate insurance

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.

Operational risks and damage to the Vessels could adversely impact the Owners' performance

The Vessels and their cargo will be at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to the Owners' customer relationships and market disruptions, delay or rerouting.

If the Vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. During the duration of the Chevron Charters, Chevron may have to pay drydocking costs that its insurance does not cover at all or in full. The loss of revenues while the Vessels are being repaired and repositioned may adversely affect Chevron's business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. Chevron or the Owners may be unable to find space at a suitable drydocking facility or the Vessels may be forced to travel to a drydocking facility that is not conveniently located relative to the Vessels' position. The loss of earnings while the Vessels are forced to wait for space or to travel to more distant drydocking facilities could result in loss of revenues, increased costs and decreased cash flows to Chevron, which could impair Chevron's ability to make payments to the Owners under the Chevron Charters and could lead to a default in payment under the Term Loans by the Owners.

The Term Notes may not be as liquid as other securities with established trading markets, which may affect the value of the Term 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	150,000
CalPetro Tankers (Bahamas II) Limited	Altair Voyager	Double Hull	August 1993	130,000
CalPetro 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.

Mine Safety Disclosures

Not applicable.

810

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 1618, ~~2012~~2013, 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, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010, and the balance sheet data as at December 31, ~~2011~~2012 and ~~2010~~2011 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, ~~2008~~2009 and ~~2007~~2008 and the selected balance sheet data as at December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008 have been derived from audited financial statements of the Company not included herein.

Year Ended December 31,

($'000s except per share data)

~~2011~~2012

~~2010~~2011

~~2009~~2010

~~2008~~2009

~~2007~~2008

Total operating revenues

32,~~555~~748

73,~~662~~555

67,~~124~~662

6,~~961~~124

76,~~876~~961

Net income

Net income per share

Total assets

3829,~~931~~212

4838,~~667~~931

6948,~~512~~667

7969,~~686~~512

8979,~~470~~686

Long term liabilities

2819,~~577~~051

3828,~~103~~577

5738,~~783~~103

6857,~~039~~783

7868,~~009~~039

Cash dividends declared per share

The following table sets forth a summary of quarterly unaudited results of operations for the years ended December 31, ~~2011~~2012 and ~~2010~~2011.

($'000s)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2012
Operating revenues		839			636			637			636
Expenses		(839	)		(636	)		(637	)		(636	)
Net income		-			-			-			-
2011
Operating revenues		1,041			838			838			838
Expenses		(1,041	)		(838	)		(838	)		(838	)
Net income		-			-			-			-
2010
Operating revenues		1,477			4,113			1,042			1,030
Expenses		(1,477	)		(4,113	)		(1,042	)		(1,030	)
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.

911

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:

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, 2012 compared to the year ended December 31, 2011

Interest income

(in thousands of $)	2012		2011

Interest income		2,721		3,533

Interest income decreased in 2012 compared to 2011 primarily due to a decrease in the outstanding principal balance on the Term Loans receivable. In April 2012, the Owners repaid a total principal amount of $9.5 million on the Term Loans.

Expenses reimbursed

(in thousands of $)	2012		2011

Expenses reimbursed		27		22

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

Interest expense

(in thousands of $)	2012			2011

Interest expense		(2,638	)		(3,449	)

Interest expense decreased in 2012 compared to 2011 primarily due to a decrease in the outstanding principal balance on the Term Notes payable. We repaid total principal amounts of $9.5 million on the Term Notes in each of April 2011 and April 2012.

General and administrative expenses

(in thousands of $)	2012			2011

General and administrative expenses		(27	)		(22	)

General and administrative expenses, which comprise audit fees are billed to the Owners.

Year ended December 31, 2011 compared to the year ended December 31, 2010

Interest income

(in thousands of $)	2011		2010

Interest income		3,533		4,638

Interest income decreased in 2011 compared to 2010 primarily due to a decrease in the outstanding principal balance on the Term Loans receivable. In April 2011, the Owners repaid a total principal amount of $9.5 million on the Term Loans.

Expenses reimbursed

(in thousands of $)	2011		2010

Expenses reimbursed		22		3,024

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.

Interest expense

(in thousands of $)	2011			2010

Interest expense		(3,449	)		(4,522	)

Interest expense decreased in 2011 compared to 2010 primarily due to a decrease in the outstanding principal balance on the Term Notes payable. In April 2010 and in April 2011, we repaid a total principal amount of $20.4 million and $9.5 million, respectively, on the Term Notes.

Other financial items

(in thousands of $)	2011		2010

Other 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.

General and administrative expenses

(in thousands of $)	2011			2010

General and administrative expenses		(22	)		(13	)

General and administrative expenses, which comprise audit fees are billed to the Owners.

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

Interest income

(in thousands of $)		2010				2009
Interest 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				2009
Expenses reimbursed			3,024				27

Interest expense

(in thousands of $)		2010				2009
Interest 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				2009
Other financial items			(3,011	)			-

General and administrative expenses

(in thousands of $)		2010				2009
General and administrative expenses			(13	)			(27	)

General and administrative expenses which comprise 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.

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 ~~2011~~2012 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, ~~2011~~2012, we had the following contractual obligations and commitments:

(in $'000)

Less than 1 year

1-3 years

3-5 years

More than 5 years

Total

Term Notes

9,526

19,~~052~~051

~~9,525~~-

3828,~~103~~577

Interest on Term Notes

2,~~841~~029

31,~~246~~624

~~406~~-

63,~~493~~653

Total contractual obligations

1211,~~367~~555

2220,~~298~~675

~~9,931~~-

4432,~~596~~230

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, ~~2011~~2012 is as follows:

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 date
April 1, 2012			9,526
April 1, 2013			9,526
April 1, 2014			9,526
April 1, 2015			9,525
			38,103
			28,577

The outstanding amount of Term Notes at December 31, ~~2011~~2012 was $3828.16 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

	Page
Report of PricewaterhouseCoopers AS, Independent Registered Public Accounting Firm	13
Report of Independent Registered Public Accounting Firm	15
Balance Sheets as of December 31, 2011 and 2010	14
Balance Sheets as of December 31, 2012 and 2011	16
Statements of Operations and Retained Earnings for the years ended December 31, 2011, 2010 and 2009	15
Statements of Operations and Retained Earnings for the years ended December 31, 2012, 2011 and 2010	17
Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009	16
Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010	18
Notes to Financial Statements	1719

1214

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder

California Petroleum Transport Corporation

We have audited the accompanying balance sheets of California Petroleum Transport Corporation (the "Company") as of December 31, ~~2011~~2012 and December 31, ~~2010~~2011 and the related statements of operations and retained earnings and of cash flows for each of the three years in the period ended December 31, ~~2011~~2012. 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, ~~2011~~2012 and December 31, ~~2010~~2011, the results of its operations and cash flows for each of the three years in the period ended December 31, ~~2011~~2012 in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers AS

PricewaterhouseCoopers AS

Oslo, Norway

March 1618, ~~2012~~2013

1315

California Petroleum Transport Corporation

Balance Sheets as of December 31, ~~2011~~2012 and ~~2010~~2011

(in thousands of US$)

	2011		2010
	2012		2011
ASSETS
Current assets:
Cash and cash equivalents		1		1
Current portion of Term Loans receivable		9,526		9,526
Current portion of Term Loans		9,526		9,526
Interest receivable		~~812~~609		~~1,014~~812
Other current assets		1525		2315
Total current assets		10,~~354~~161		10,~~564~~354
Term Loans receivable, less current portion		28,311		37,753
Term Loans, less current portion		18,868		28,311
Deferred charges		~~266~~183		~~350~~266
Total assets		3829,~~931~~212		4838,~~667~~931
LIABILITIES AND EQUITY
Current liabilities:
Accrued interest		~~812~~609		~~1,014~~812
Current portion of Term Notes payable		9,526		9,526
Current portion of Term Notes		9,526		9,526
Other current liabilities		1525		2315
Total current liabilities		10,~~353~~160		10,~~563~~353
Term Notes payable, less current portion		28,577		38,103
Term Notes, less current portion		19,051		28,577
Total liabilities		3829,~~930~~211		4838,~~666~~930
Equity
Share capital		1		1
Total liabilities and equity		3829,~~931~~212		4838,~~667~~931

See accompanying notes to the financial statements.

1416

California Petroleum Transport Corporation

Statements of Operations and Retained Earnings for the years ended December 31, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010

(in thousands of US$)

	2011			2010			2009
	2012			2011			2010
Revenue
Interest income		32,~~533~~721			43,~~638~~533			64,~~097~~638
Expenses reimbursed		2227			~~3,024~~22			273,024
Total operating revenues		32,~~555~~748			73,~~662~~555			67,~~124~~662
Expenses
General and administrative expenses		(2227	)		(1322	)		(2713	)
Amortization of debt issue costs		(8483	)		(~~116~~84	)		(88116	)
Other financial items		-			~~(3,011~~-	)		-(3,011	)
Interest expense		(32,~~449~~638	)		(43,~~522~~449	)		(64,~~009~~522	)
		(3,555	)		(7,662	)		(6,124	)
		(2,748	)		(3,555	)		(7,662	)
Net income		-			-			-
Retained earnings, beginning of year		-			-			-
Retained earnings, end of year		-			-			-

See accompanying notes to the financial statements.

1517

California Petroleum Transport Corporation

Statements of Cash Flows for the years ended December 31, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010

(in thousands of US$)

	2011			2010			2009
	2012			2011			2010
Net income		-			-			-
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred charges		8483			~~116~~84			88116
Changes in operating assets and liabilities:
Interest receivable		~~202~~203			~~435~~202			~~213~~435
Other current assets		8(10	)		18			91
Accrued interest		(~~202~~203	)		(~~435~~202	)		(~~213~~435	)
Other current liabilities		(810	)		(18	)		(91	)
Net cash provided by operating activities		8483			~~116~~84			88116
Cash flows from investing activities
Collections on Term Loans		9,~~442~~443			209,~~294~~442			920,~~882~~294
Net cash provided by investing activities		9,~~442~~443			209,~~294~~442			920,~~882~~294
Cash flows from financing activities
Repayments of Term Notes		(9,526	)		(209,~~410~~526	)		(920,~~970~~410	)
Net cash used in financing activities		(9,526	)		(209,~~410~~526	)		(920,~~970~~410	)
Net change in cash and cash equivalents		-			-			-
Cash and cash equivalents at beginning of year		1			1			1
Cash and cash equivalents at end of year		1			1			1
Supplemental disclosure of cash flow information:
Interest paid		32,~~651~~841			43,~~927~~651			64,~~222~~927

See accompanying notes to the financial statements.

1618

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

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.

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

17There were no new accounting standards implemented in 2012 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.

There were no new accounting standards implemented in 2011 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 over ~~four~~three years.

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.

On October 3, 2011, pursuant to the Collateral Trust Agreement, excess funds held by the Trustee in the amount of $6.7 million allocable to CalPetro Tankers (Bahamas III) Limited became available for release from the relevant trust account as a result of sufficient funds remaining on deposit at the Trustee for the payment in full of principal and interest on the Term Notes as they become due and were released to CalPetro Tankers (Bahamas III) Limited on the same date. CalPetro Tankers (Bahamas III) Limited paid a dividend of $6.7 million on December 15, 2011.

5. DEFERRED CHARGES

(in thousands of $)	~~2011~~2012			~~2010~~2011
Debt arrangement fees		3,400			3,400
Accumulated amortization		(3,~~134~~217	)		(3,~~050~~134	)
		266			350
		183			266

6. TERM NOTES

(in thousands of $)	~~2011~~2012			~~2010~~2011
8.52% Term Notes due 2015		3828,~~103~~577			4738,~~629~~103
Total debt		3828,~~103~~577			4738,~~629~~103
Less: short-term portion		(9,526	)		(9,526	)
		28,577			38,103
		19,051			28,577

~~The outstanding debt as of December 31, 2011 is repayable as follows:~~20

(in thousands of $)
2012			9,526
2013			9,526
2014			9,526
2015			9,525
			38,103

The outstanding debt as of December 31, 2012 is repayable as follows:

(in thousands of $)
2013			9,526
2014			9,526
2015			9,525
			28,577

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, ~~2011~~2012 and ~~2010~~2011, the Company was in compliance with these covenants.

As of December 31, ~~2011~~2012, the effective interest rate for the Term Notes of the Company was 8.52%.

7. SHARE CAPITAL

(in thousands of $)	~~2011~~2012		~~2010~~2011
Authorized, 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, ~~2011~~2012 and ~~2010~~2011 are as follows:

(in thousands of $)	~~2011~~2012 Fair Value		~~2011~~2012 Carrying Value		~~2010~~2011 Fair Value		~~2010~~2011 Carrying Value
Cash and cash equivalents		1		1		1		1
Term Loans		3627,~~544~~883		3728,~~837~~394		4836,~~901~~544		4737,~~279~~837
8.52% Term Notes due 2015		36,801		38,103		49,263		47,629
Term Notes		28,063		28,577		36,801		38,103

The estimated fair value of financial assets and liabilities are as follows:

(in thousands of $)	~~2011~~2012 Fair value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents		1		1		-		-
Term Loans		3627,~~544~~883		-		3627,~~544~~883		-
Financial liabilities:						-
8.52% Term Notes due 2015		36,801		-		36,801		-
Term Notes		28,063		-		28,063		-

The following methods and assumptions were used to estimate the fair value of each class of financial instrument;

Cash and cash equivalents - the carrying value is a reasonable estimate of fair value.

Term Loans – the estimated fair value of the Term Loans is based on the quoted market prices of the Term Notes.

AtTerm ~~December~~Notes ~~31,~~– ~~2011,~~ the estimated fair ~~values~~value of the ~~8.52%~~ Term Notes ~~are~~is based on the market price achieved in the last significant trading of the notes, ~~adjusted for movements in the fixed income markets up to the year end~~ (level two per ASC Topic 820). At December 31, 2010, the estimated fair value of the 8.52% Term Notes was disclosed as level one per ASC Topic 820 as it was based on quoted market prices. Trading of these notes was less active during 2011 and the Company now considers these to level two.

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.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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, ~~2011~~2012. Based upon that evaluation, our President and Treasurer concluded that the Company's disclosure controls and procedures were effective as of December 31, ~~2011~~2012.

19Management'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, 2011.22

~~The~~Our ~~annual~~management, ~~report~~including ~~does~~our ~~not~~President ~~include~~and anTreasurer ~~attestation~~with ~~report~~the participation of ~~the~~our ~~Company's~~manager, ~~independent~~Frontline ~~registered~~Ltd., ~~public~~conducted ~~accounting~~the ~~firm~~evaluation ~~regarding~~of the effectiveness of the internal ~~control~~controls over financial reporting. ~~Management's~~using ~~report~~the ~~was~~control ~~not~~criteria ~~subject~~framework toissued ~~attestation~~ by the ~~Company's~~Committee ~~independent~~of ~~registered~~Sponsoring ~~public~~Organizations ~~accounting~~of ~~firm~~the ~~pursuant~~Treadway toCommission (COSO) published in its report entitled Internal Control-Integrated Framework. Based upon that evaluation our management, including our President and Treasurer with the ~~rules~~participation of ~~the~~our ~~Securities~~manager, ~~and~~Frontline ~~Exchange~~Ltd. ~~Commission~~concluded that ~~permit~~our ~~non-accelerated~~internal ~~filers~~controls toover ~~provide~~financial ~~only~~reporting ~~management's~~were ~~report~~effective inas ~~this~~of ~~annual~~December ~~report~~31, 2012.

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

Change in Internal Control over Financial Reporting

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

Item 9B.

Other Information

None.

2023

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 Company
Frank B. Bilotta Timothy O'Connor Christopher Thompson	51 40 43	Director, President, Treasurer and Assistant Secretary Director, Secretary, Vice President and Assistant Treasurer Director, Vice President, Assistant Secretary and Assistant Treasurer
Damian A. Perez	34	President, Treasurer and Assistant Secretary
Frank B. Bilotta	52	Director, Vice President, Assistant Treasurer and Assistant Secretary
Timothy O'Connor	41	Director, Vice President, Assistant Treasurer and Assistant Secretary
Christopher Thompson	44	Director, Vice President, Assistant Treasurer and Assistant Secretary
John L. Fridlington	44	Secretary, Vice President and Assistant Secretary

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

~~Frank~~Damian BA. ~~Bilotta~~Perez, serves as the Company's ~~Director,~~ President, Treasurer and Assistant Secretary. Mr. ~~Bilotta~~Perez is Principal Executive Officer and Principal Financial Officer of the Company. Mr. ~~Bilotta~~Perez is a ~~principal~~Principal at GSS and has served as its ~~President and Treasurer since August 2005. Mr. Bilotta served as~~ Vice President ofsince ~~GSS~~January ~~from December 2001 to August 2005~~2008.

Frank B. Bilotta, serves as the Company's Director, Vice President, Assistant Treasurer and Assistant Secretary. Mr. Bilotta served as the Company's President, Treasurer and Assistant Secretary from September 2009 to May 2012. Mr. Bilotta is a principal at GSS and has served as its President and Treasurer from August 2005 to April 2012. Mr. Bilotta served as Vice President of GSS from December 2001 to August 2005 and has served as Vice President of GSS from April 2012.

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.

John L. Fridlington, serves as the Company's Secretary, Vice President and Assistant Secretary. Mr. Fridlington has served as Vice President of GSS since November 2004.

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 1618, ~~2012~~2013 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 1618, ~~2012~~2013.


Class of shares	Name and address of beneficial owners	Number of shares	Percent of Class
Common Stock	GSS Holdings Boston, Inc. 114 West 47th Street, 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:

	2011		2010
	2012		2011
Audit fees (1)	$	2226,~~300~~700	$	1322,~~100~~300
Audit-related fees (2)		-		-
Tax fees (3)		-		-
All other fees (4)		-		-
Total	$	2226,~~300~~700	$	1322,~~100~~300

(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.

2225

PART IV

Item 15.

Exhibits, Financial Statement Schedules

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

Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, ~~2011~~2012 and ~~2010~~2011

Statements of Operations and Retained Earnings for the Years Ended December 31, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010

Statements of Cash Flows for the Years Ended December 31, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010

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).

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).

2326

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).

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).

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.*
101	The following materials from California Petroleum Transportation Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) Balance Sheets as of December 31, 2011 and 2010; (ii) Statements of Operations and Retained Earnings for the years ended December 31, 2011, 2010 and 2009; (iii) Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009; and (iv) Notes to Financial Statements. **
*	Filed herewith
**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under such sections.

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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.*
101	The following materials from California Petroleum Transportation Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) Balance Sheets as of December 31, 2011 and 2010; (ii) Statements of Operations and Retained Earnings for the years ended December 31, 2011, 2010 and 2009; (iii) Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009; and (iv) Notes to Financial Statements. **
*	Filed herewith
**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under such sections.

SIGNATURES

Pursuant to the requirements of 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 1618, ~~2012~~2013	By	/s/ ~~Frank~~Damian BA. ~~Bilotta~~Perez
			Frank B. Bilotta
			Damian A. Perez
			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 1618, ~~2012~~2013	By	/s/ ~~Frank~~Damian BA. ~~Bilotta~~Perez
			Frank B. Bilotta
			Damian A. Perez
			Director, President and Treasurer

Date	March 1618, ~~2012~~2013	By	/s/ Timothy O'Connor
			Timothy O'Connor
			Director

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