UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                DATE OF REPORT (Date of earliest event reported)
                                  May 14, 2008


                           BLACKWATER MIDSTREAM CORP.
             (Exact name of Registrant as specified in its charter)

                                     NEVADA
                 (State or other jurisdiction of incorporation)


                                   333-103647
                            (Commission File Number)

                                   26-2590455
                      (IRS Employer Identification Number)


                                  4006 Highway 44
                             Garyville, Louisiana 70076
                    (Address of principal executive offices)


                                 (201) 290-8369
              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act



Item 1.01  Entry into a Material Definitive Agreement.

        On May 14, 2008, the Company entered into an Employment Offer Letter
attached hereto as Exhibit 10.1 with Dale T. Chatagnier ("Chatagnier"), who
pursuant to the terms therein, was designated and appointed as the Company's
Chief Operating Officer. The appointment of Mr. Chatagnier as Chief Operating
Officer begins May 14, 2008 with salary commencing as of May 1, 2008.

        Under the terms of the Employment Offer Letter, the Company shall
prepare a written employment agreement to be executed on or before May 31, 2008.
The term of employment shall be not less than five years, subject to earlier
termination as provided in the offer. Mr. Chatagnier's salary shall be $225,000
per year payable in arrears in equal semi-monthly installments on the 15th and
last day of each calendar month.

        Mr. Chatagnier will be granted shares of common stock representing one-
half percent (0.5%)of the Company's outstanding shares and a non-qualified
option to purchase an additional two percent(2%) of the Company's outstanding
shares at an exercise price equal to the fair market value of the common stock
on May 14, 2008, of $2.80 per share, which options shall vest over the term of
employment subjecct to fulfillment of performance criteria to be established by
the Board of Directors.

        Mr. Chatagnier shall be entitled to three weeks paid vacation per year
and all Company insurance benefits adopted for executive officers.


Item 5.02 Departure of Directors or Principal Officers; Election of
          Directors; Appointment of Principal Officers.

        On May 14, 2008, the Company's Board of Directors appointed Mr. Dale T.
Chatagnier, to the position of Chief Operating Officer of the Company. The
acceptance by Mr. Chatagnier as the Chief Operating Officer of the Company is
effective as of May 14, 2008.

        The Board of Directors continues to be comprised of Michael D. Suder,
the Chief Executive Officer, and Christopher A. Wilson. Mr. Wilson also serves
as outside legal counsel to the Company on certain corporate and securities
matters and receives fees for such services. As a result, neither Mr. Wilson nor
Mr. Suder are considered to be independent directors.

Item 9.01   Financial Statements and Exhibits

(d)   Exhibits

10.1     Employment Offer Letter entered into with Dale T. Chatagnier, dated
         May 14, 2008.

99.1     Press release of appointment of Dale T. Chatagnier dated May 15, 2008.




                                      # # #




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                               BLACKWATER MIDSTREAM CORP.
                                  (Registrant)



                               By: /s/ Christopher A. Wilson
                                   ---------------------------------------
                                   Name: Christopher A. Wilson
                                   Title: Chief Financial Officer



Date: May 16, 2008





Exhibit 10.1       Chatagnier Employment Offer Letter, dated May 14, 2008.

Exhibit 99.1       Press Release dated May 15, 2008