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): ~~December~~February 2229, 2011

BLACKWATER MIDSTREAM CORP.

(Exact name of registrant as specified in its charter)

Nevada		000-51403		26-2590455
	Nevada (State or Other Jurisdiction of Incorporation)		000-51403 (Commission File Number)			26-2590455 (IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
660 LaBauve Drive Westwego, LA (Address of Principal Executive Offices)					70094 (Zip Code)

660 LaBauve Drive Westwego, LA		70094
(Address of Principal Executive Offices)		(Zip Code)

(504) 340-3000

(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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

OnIn ~~December~~early 22February 2012, ~~2011~~in the normal course of business, Blackwater ~~Maryland~~Georgia, L.L.C. (~~"BWMD"~~“BWGA”), a wholly-owned subsidiary of Blackwater Midstream Corp. (the "“Company"”), ~~consummated~~entered ~~the~~into ~~acquisition~~a ofthree-year ~~certain~~storage ~~assets~~contract ofwith ~~NuStar~~a ~~Terminals Operations Partnership L.P. ("NuStar")~~customer, ~~located~~requiring atBWGA ~~1134 Marine Road, Salisbury, Maryland (the "Acquisition"), pursuant~~ to ~~that~~construct ~~certain~~a ~~Asset~~new ~~Purchase Agreement and other related agreements~~60,000 ~~dated~~barrel ~~December~~carbon-steel ~~22,~~storage ~~2011,~~tank byat ~~and~~its between NuStar and BWMD (the "Purchase Agreement".) The terms of the Purchase Agreement are described in and a copy of the Purchase Agreement is filed as an exhibit to this current report on Form 8-KBrunswick, asGA ~~well as a copy of the press release announcing the closing of the Acquisition~~terminal.

In connection with this new contract and resulting new storage tank construction, BWGA entered into a term loan agreement (the "Loan Agreement") with JP Morgan Chase Bank, N.A. ("JPM") in the principal amount not to exceed $1,380,000 (the "Loan Amount"). The ~~Acquisition~~Loan ~~consists~~Amount ~~primarily~~bears ofinterest at the ~~purchase~~annual fixed rate of ~~NuStar’s~~4.50%. BWGA ~~177~~will pay consecutive monthly installments of interest,~~000~~ ~~barrel~~commencing ~~storage~~March ~~terminal~~31, ~~located~~2012 inand ~~Salisbury~~continuing on the last day of each calendar month thereafter. In addition, ~~Maryland~~commencing October 31, 2012 and ~~other~~continuing ~~improvements~~on ~~thereon~~the last day of each calendar month thereafter, asBWGA ~~well~~will aspay ~~certain~~principal ~~licenses~~installments of $23,000. All unpaid principal and ~~permits~~accrued and unpaid interest is finally due and payable on August 31, 2017. The Loan Agreement includes customary events of default, including, but not limited to, ~~operate~~the ~~such~~failure ~~facility~~of ~~(collectively~~BWGA to pay any principal or interest when due, the ~~“Salisbury~~breach ~~Storage~~of ~~Terminal”)~~any ~~and~~representation isor ~~being~~warranty ~~purchased~~in byany ~~BWMD~~of ~~“as-is”~~JPM's loan documents, or the insolvency or bankruptcy of BWGA. Upon the occurrence of an event of default, the Loan Agreement will become due and payable automatically and without notice.

~~The~~Additionally, ~~purchase~~in ~~price~~connection ~~for~~with the ~~Salisbury~~closing ~~Storage~~of ~~Terminal~~the isloan, ~~One~~BWGA ~~Million~~entered ~~Six~~into ~~Hundred~~the ~~Thousand~~following ~~and~~with ~~No/100~~JPM: ~~Dollars,~~a ~~($1,600,000)~~credit agreement (the “~~Purchase~~Credit ~~Price~~Agreement”), ~~subject~~a tocontinuing ~~both~~security ~~parties~~agreement ~~transaction-related expenses, plus BWMD’s assumption of certain liabilities and potential liabilities. BWMD initially paid Twenty-Five Thousand and No/100 Dollars~~ (~~$25,000) (~~the “~~Deposit~~Security Agreement”) tocovering ~~NuStar~~all onof ~~May~~BWGA’s 25personal property, ~~2011;~~and ~~which constituted~~ a ~~non-refundable~~subordination ~~deposit~~agreement ~~towards~~ (the ~~Purchase~~‘Subordination ~~Price~~Agreement”).

InBlackwater ~~connection~~New ~~with the closing of the Acquisition~~Orleans, ~~BWMD entered into a term loan agreement (the "Loan Agreement") with JP Morgan Chase Bank, N~~L.AL.C. (“BWNO"~~JPM"~~), ina ~~the~~wholly-owned ~~principal~~subsidiary ~~amount~~ of ~~$1,600,000~~Blackwater ~~(the~~Midstream ~~"Loan Amount~~Corp.~~) The~~ ~~Loan~~entered ~~Amount~~into ~~bears~~continuing ~~interest~~pledge ~~at the annual fixed rate~~ of ~~4.50%. BWMD~~collateral ~~will~~mortgage ~~pay~~note ~~consecutive~~(the ~~monthly~~“Continuing ~~installments~~Pledge ofAgreement”) ~~interest~~with ~~only,~~JPM. The ~~commencing~~mortgage ~~January~~note ~~21,~~had ~~2011~~previously ~~and~~been ~~continuing~~pledged onto ~~the~~JPM ~~last~~in ~~day~~connection ofwith ~~each~~BWNO’s ~~calendar~~Westwego ~~month~~acquisition ~~thereafter. In~~loan ~~addition,~~from ~~commencing July 21~~JPM, ~~2012~~ and ~~continuing~~in onconnection ~~the~~with ~~last~~Blackwater ~~day of each calendar month thereafter~~Maryland, ~~BWMD~~L.L.C.’s ~~will~~Salisbury ~~pay~~acquisition ~~principal installments of $26,666~~loan.~~67.~~ ~~All~~The ~~unpaid~~pledge ~~principal and accrued and unpaid interest~~ is ~~finally~~secured ~~due~~by ~~and~~a ~~payable~~collateral onmortgage ~~July 21~~on, ~~2017. The~~among ~~Loan~~other ~~Agreement includes customary events of default~~things, ~~including~~BWNO’s, ~~but not limited to~~right, ~~the~~title ~~failure~~and ~~of BWMD to pay any principal or~~ interest ~~when~~in ~~due,~~ the ~~breach~~immovable ofproperty ~~any~~located ~~representation~~at or660 ~~warranty~~LaBauve inDrive, ~~any of JPM's loan documents~~Westwego, orJefferson ~~the insolvency or bankruptcy of BWMD. Upon the occurrence of an event of default~~Parish, ~~the Loan Agreement will become due and payable automatically and without notice~~Louisiana.

~~Additionally,~~Blackwater inMidstream ~~connection~~Corp. ~~with the closing of the Acquisition, BWMD~~ entered into the ~~following~~Subordination ~~with~~Agreement, ~~JPM:~~and a ~~credit~~continuing ~~agreement~~guaranty (the “~~Credit~~Continuing ~~Agreement~~Guaranty”), apursuant ~~continuing~~to ~~security~~which ~~agreement (~~the ~~“Security~~Company ~~Agreement”)~~guaranteed ~~covering~~the ~~all~~obligations of ~~BWMD’s~~BWGA ~~personal~~to ~~property, and a subordination agreement (the ‘Subordination Agreement”)~~JPM.

~~Blackwater~~Copies ~~New Orleans, LLC (“BWNO"), a wholly-owned subsidiary~~ of ~~Blackwater~~all ~~Midstream~~agreements ~~Corp.~~are ~~entered~~included ~~into~~as ~~continuing~~exhibits ~~pledge~~to ofthis ~~collateral~~current ~~mortgage~~report ~~note (the “Continuing Pledge Agreement”) with JPM. The Loan Agreement is secured by a collateral mortgage~~ on, ~~among~~Form other things, BWNO’s, right, title and interest in the immovable property, buildings, structures, machinery, equipment and improvements on the premises located at 660 LaBauve Drive, Westwego, Jefferson Parish, Louisiana8-K.

Blackwater Midstream Corp. entered into with JPM a continuing guaranty (the “Guaranty”) and the Subordination Agreement, and guaranteed the obligations of BWMD under the Purchase Agreement.

Copies of all agreement are included as exhibits to this current report on Form 8-K.

The initial announcement of the Company entering into a non-binding Letter of Interest to acquire the Salisbury Storage Terminal is incorporated by reference to the Company's annual report as of March 31, 2011 on Form 10-K, filed with the Securities Exchange Commission on June 28, 2011. Also incorporated are references to the Company’s pending acquisition of the Salisbury Storage Terminal by reference to the Company’s quarterly reports as of June 30, 2011 and September 30, 2011 on Form 10-Q, filed with the Securities and Exchange Commission on August 12, 2011 and November 9, 2011, respectively.

Also incorporated is the Company’s operational and financial projections, including the potential acquisition of the Salisbury Storage Terminal, incorporated by reference to the Company’s current reports on Form 8-K and 8-K/A, filed with the Securities and Exchange Commission on April 8, 2011, April 11, 2011 and November 7, 2011.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.01.

ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

ITEM 7.01. REGULATION FAIR DISCLOSURE

Press release dated February 29, 2012

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No. Exhibit Description

10.01 ~~Asset~~$1,380,000 ~~Purchase~~term ~~Agreement~~loan with JP Morgan Chase Bank, N.A, dated ~~December~~February 2228, ~~2011~~2012

10.02 ~~Deed~~Credit Agreement with JP Morgan Chase Bank, N.A., dated ~~December~~February 2228, ~~2011~~2012

10.03 ~~NuStar’s~~Continuing ~~Maryland~~Security ~~Residency Certificate~~Agreement, dated ~~December,~~February 2228, ~~2011~~2012

10.04 ~~Assignment~~Continuing ~~and~~Pledge ~~Bill~~ of ~~Sale~~Collateral ~~Agreement~~Mortgage Note, dated ~~December~~February 2228, ~~2011~~2012

10.05 ~~Assignment~~Continuing ~~and Assumption of Permits and Contracts~~Guaranty, dated ~~December~~February 2228, ~~2011~~2012

10.06 ~~Assumption~~Subordination ~~and Release~~ Agreement, dated ~~December~~February 2228, ~~2011~~2012

10.07 ~~Guaranty~~Specimen Blackwater Board of Directors Unanimous Consent Resolution, dated ~~December~~February 2229, ~~2011~~2012

1099.0801 ~~Certificate~~Press ~~of the Sole Member of Blackwater Maryland~~Release, ~~LLC,~~ dated ~~December~~February 2229, ~~2011~~2012

10.09 $1,600,000 term loan with JP Morgan Chase Bank, N.A, dated December 21, 2011

10.10 Credit Agreement with JP Morgan Chase Bank, N.A., dated December 21, 2011

10.11 Continuing Security Agreement, dated December 21, 2011

10.12 Continuing Pledge of Collateral Mortgage Note, dated December 21, 2011

10.13 Continuing Guaranty, dated December 21, 2011

10.14 Subordination Agreement, dated December 21, 2011

10.15 Blackwater’s Secretary’s Certificate for Resolutions of the Board of Directors, dated December16, 2011

10.16 NuStar’s Secretary’s Certificate for Resolution of the Board of Directors dated December 22, 2011

10.17** Reference to the Company’s Letter of Interest to acquire the Salisbury, Maryland Terminal(incorporated byreference to the Company’s Annual Report on Form 10-K as of March 31, 2011,filed with the Commission on June 28, 2011.)

10.18** Reference to the Company’s pending acquisition of the Salisbury, Maryland Terminal(incorporated byreference to the Company’s Quarterly Reports on Form 10-Q as of June 30,2011 and September 30, 2011, filed with the Commission on August 12, 2011 and November 9, 2011, respectively.)

10.19** Reference to the Company’s operational and financial projections including the potentialacquisition of the Salisbury Storage Terminal (incorporated by reference to the Company’sCurrent Reports on Form 8-K and 8-K/A, filed with the Commission on April 8, 2011, April 11, 2011 and November 7, 2011.)

99.01 Press Release, dated December 22, 2011

** Incorporated by reference to prior filings.

SIGNATURE

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.
	a Nevada corporation
Dated: December 23, 2011	By:	/s/ Donal St. Pierre
		Donald St. Pierre Chief Financial Officer

Dated: February 29, 2012

BLACKWATER MIDSTREAM CORP.

a Nevada corporation

By: /s/ Donald St. Pierre

Donald St. Pierre

Chief Financial Officer

Exhibit Index

Filing Compare · Blackwater Midstream Corp.