ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At a meeting of the members of the board of directors of Blackwater Midstream Corp. (the "Company") held on August 18, 2008, Christopher A. Wilson resigned from his positions as the Company's President, Chief Financial Officer and Secretary, effective immediately. Mr. Wilson remains a Director.

Immediately thereafter, the board of directors appointed Mike D. Suder, the Company's current Chief Executive Officer and a Director, to the position of President, Donald P. St. Pierre, the Company's current Vice President of Finance, to the position of Chief Financial Officer and Dale T. Chatagnier, the Company's current Chief Operating Officer to the position of Secretary, to fill the vacancies in those positions. All positions were accepted and were effective immediately.

Donald St. Pierre, age 51, joined the Company in June 2008, as Vice President of Finance. Prior to employment with Blackwater Midstream Corp., Mr. St.Pierre held the position of Comptroller with Beverly Industries, LLC, in Westwego, Louisiana from January 2003 through June 2008. Beverly Industries, LLC and its associated companies are engaged in civil construction, trucking, and river aggregate sales. Mr. St.Pierre prepared in-house financial statements and managed contract administration, banking, insurance, IT and office administration. Mr. St. Pierre graduated from Nicholls State University in 1978, earning a BS degree in Marketing and Management and completed postgraduate business classes at the University of New Orleans. Mr. St.Pierre is also the owner of a retail and e-commerce business located in New Orleans.

Michael D. Suder. Mr. Suder has been the Chief Executive Office and a director of the Company since May 7, 2008. From September 2005 through 2007, Mr. Suder was the director of new business development for LBC Tank Terminals. Prior to that time, from 2001 through 2005, Mr. Suder was the general manager of Kinder Morgan Energy Partners LP's lower Mississippi River region. Prior to his tenure with Kinder Morgan, Mr. Suder was the President/COO of Delta Terminal Services, Harvey, Louisiana from 1995 through December 2000. Mr. Suder holds a B.A. degree from George Washington University in Washington, D.C.

The Board of Directors continues to be comprised of Michael D. Suder, the President and Chief Executive Officer, Hebert N. Whitney, Christopher A. Wilson, and Mathijs van Houweninge.