Summary of BLACKWATER MIDSTREAM CORP.

Item 2.03 Creation of Direct Financial Obligation or Off-Balance Sheet Arrangement.

As of November 12, 2009, Blackwater Midstream Corp. (the "Company" or BWMS) entered into certain subscription agreements (collectively, the "Subscription Agreement") with certain investors (the "Investors") for the private offering of Convertible Debt (the "September 2009 Offering") of the Company, in the aggregate amount of $3,001,033.05.

The relevant provisions contained in the Subscription Agreement for the September 2009 Convertible Debt Private Offering are as follows:

Closing Date is October 15, 2009 (As a result of the oversubscription to the September 2009 Offering, the Company elected to increase the amount of the Offering from $2,250,000 to $3,001,033, and accept all subscriptions received by the Company,

Maturity Date is October 15, 2011,

Interest will pay at 10% per annum; to be paid quarterly, beginning January 15, 2010,

Principal is to be repaid upon Maturity Date,

The Convertible Debt may be converted into shares of the Company's common stock at a price of $0.50 per share,

The Convertible Debt may be converted any time prior to the Maturity Date, upon the option of the Investor,

The Company intends to use the proceeds of the September 2009 Offering to build 150,000 barrels of new tanks on existing foundations, and to reconstruct the ship dock at the Company's facility. The balance of the net proceeds will be used for general and administrative costs of the business and working capital. See "Use of Proceeds" below for further detail. Shares of the Company's common stock obtained through the conversion option are "restricted securities" and may only be transferred pursuant to registration, qualification, or exemption under applicable United States and states securities laws.

The Subscription Agreement sets forth certain rights and obligations of the parties, as well as customary representations and warranties by the Company and the Investors. The securities represented by the September 2009 Offering are exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933, as amended.

The Company engaged Falcon Capital to secure and assist with the September 2009 offering. For its services, Falcon Capital received a fee of $265,103.31, as well as 914,149 restricted shares of the Company's common stock.

Item 7.01 Regulation FD Disclosure

The following information appears as stated in the previous form 8-K filed on October 21, 2009. This information is the same information provided to investors during the September 2009 Offering.

The Management of the Company prepared a presentation for prospective investors, which was first distributed in September 2009. The presentation relates to the proposed expansion and construction plans at the Company's Westwego, LA storage terminal.

A summary of the material terms of the presentation are as follows:

Introduction

Blackwater New Orleans, LLC ("BWNO"), a wholly owned subsidiary of the Company, is planning a facility expansion that will include the construction of three 50,000 barrel storage tanks and the reconstruction of the ship dock. The new tanks will increase the capacity at the terminal from 752,000 barrels to 902,000 barrels.

The facility is located at mile marker 101.4 on the Mississippi River. The current modes of access at the facility include a marine barge dock, a rail system with capacity to handle up to 35 railcars, and multiple truck loading/unloading stations. The expansion is scheduled to complete in two phases, with the first two tanks on line by December 2009, and the third tank and the ship dock completed by April 2010. The total project cost is estimated at $4.5 million. The Company is in negotiations with its senior lender for additional senior debt financing. The proposed terms from the lender are based on 50% of additional senior debt along with allocating 50% of capital raised by Falcon Capital through the September 2009 Offering.

The Company has entered into a multi-year lease for the storage rental of the three new barrels storage tanks to be built in conjunction with the ship dock.

BWMS acquired their Westwego terminal from NuStar Energy LLP in late December 2008. From the time of the acquisition through August 2009, BWMS has increased the gross revenue run rate from $2.4 annually to $4.1 million at present. Tank utilization has grown from 44% to 73% during this period. The remaining tanks available for lease range in size from 4,700 barrels through 8,800 barrels. All of the larger assets, 25,000 barrels and above are under lease to customers. This presents BWMS an opportunity to expand the facility through the construction of additional larger tank assets. The new capacity at the facility will command a higher revenue stream when offered with the expanded capability of ship dock access for marine tankers.

The current 2009 EBITDA forecast based on results through August is projected at $1.3 million. With the additional tank capacity on line in December 2009, the 2009 EBITDA forecast will be adjusted to $1.4 million. Upon completion of the third new tank in April, the 2010 gross revenue projection is $6.2 million and a projected EBITDA of $3.7 million.

Midstream terminal assets offer an attractive, low risk opportunity to invest in the petroleum, chemical and agricultural products sectors without taking commodity price risk. Increased demand for storing agricultural and chemical liquids coupled with a lack of investment for several decades provides an attractive macroeconomic environment for storage in the Southern Louisiana/ Gulf Coast region.

Storage assets typically have high operating margins (in the 60-65% EBITDA margin range). In the current environment of scarce storage capacity and availability in the Gulf Coast region, the opportunity exists for the Company to grow efficiently within its fence line by taking advantage of a reduced project cost by utilizing the existing infrastructure of the facility and the inherent economies of scale.

Key investment considerations

Management's track record and the success demonstrated since the acquisition of the facility will support BWNO obtaining additional senior debt financing for the expansion of the business.

Internal growth within the existing Westwego facility, will keep expansion costs low by utilizing existing facility infrastructure and recognizing the economies of scale.

The reconstruction of the ship dock opens up the facility for marine tankers and will facilitate further expansion options for Westwego by offering complete modal flexibility to potential customers.

Sufficient cash flow: Cash flow from existing operations including the 150,000 barrel expansion is sufficient to pay interest and principal of the debt.

The Company's "roll-up" strategy acquiring underperforming, non-strategic, niche terminalling assets enables the Company to build a diversified asset base and mitigate business risk. The Company's experienced management team has access to exclusive, negotiated asset acquisitions of niche, non-core assets that offers a sustainable competitive advantage. Moreover, management has a demonstrated track record of having added value to acquisitions by improving underperforming assets.

The Company's management team has a proven track record of having built midstream energy businesses and exited them through sale to strategic partners with significant equity value creation. Management has a combined over 50 years of terminal experience in the Lower Mississippi/ Gulf Coast market and has worked together previously and successfully as a team. Michael Suder was instrumental in building Delta Terminals (backed by CVC Capital) and selling it to Kinder Morgan at an estimated 10x return on initial equity capital and in building LBC's Lower Mississippi terminals business (backed by One Equity Partners, the private equity arm of JP Morgan) and selling out to Challenger Financial at an estimated 8x return on initial equity capital. Management has key customer relationships from their days at Kinder Morgan and has proven that it can secure long-term contracts with leading energy companies in short order.

The Lower Mississippi/ Gulf Coast region of the United States has a chronic shortage of terminal storage for oil, refined products, agricultural and chemical liquids. The Company's management believes there is a significant shortage of available capacity in the Lower Mississippi/ Gulf Coast region. Demand for energy infrastructure is increasing due to decades of underinvestment and is driven by significant planned refinery expansions in the Lower Mississippi/ Gulf Coast region that account for an estimated 35% of planned refinery expansions in the US (due to problematic permitting issues, there has not been a new refinery built in the US in over 30 years).

Midstream energy infrastructure offers a relatively low-risk investment in a high margin, asset intensive business that offers steady, recurring cash flows substantially uncorrelated with commodity prices that are highly valued in the marketplace. Management believes that there is an arbitrage opportunity to acquire midstream assets at a reasonable cost of capital and garner high trading multiple valuations once improved operationally and commercially.

BULK LIQUID TERMINAL INDUSTRY

Bulk liquid terminals store a range of products including crude oil, bunker fuel, gasoline, distillate, diesel, jet fuel, chemicals, agricultural products, and bio-diesel. For example, on the refined product segment of oil, in the United States, approximately 300 million barrels of refined products, blend stock and intermediate products are stored within the refined product value chain in facilities located between refinery processing units and product tank trucks (out of an estimated 700 million total barrels of storage including crude oil and other liquid products). Refiner storage accounts for about 40 percent of total product inventory while refined product pipelines typically containing less than 20 percent. The remainder, accounting for approximately 100 million barrels of inventory, is stored in bulk storage terminals that provide facilities for aggregation, distribution, finished produce blending, imports offloading and pipeline staging.

The importance of bulk terminal facilities in the refined product segment supply chain has grown significantly over the past decade as the nation's product supply patterns have become increasingly more complex. The number of operating refineries in the US has declined in the period, resulting in fewer refinery sites that produce higher volumes of more grades of finished and unfinished products. Bulk storage facilities have expanded to accommodate the growth in output from the surviving refineries, the increase in the complexity of finished product blending, and the staging flexibility required by refined product pipelines. In addition, the change in supply patterns, including the increase of Brazilian crude and the decreases in the availability of Venezuelan crude have driven the need for more storage and blending capacity. These services are essential in order to effect timely and efficient operation of the US's fuel distribution system.

Third-party terminalling businesses are generally independent operations that support many different commercial customers including refiners, blenders, traders and marketers. Income is derived from tank leasing, operational charges associated with blending services and throughput charges for receipt and delivery options. The primary strategic drivers of the business include location and connectivity to logistics infrastructure. Capital investment in terminalling assets is generally supported by long-term (five years or more) contracts with major oil and gas, chemical and agricultural companies.

Investments resulting in incremental expansion of existing capacity through tank additions and increased utilization of existing infrastructure such as docks, pipeline origin pumps, truck racks, etc. have been the focus of the industry over the past two decades. Over the past few years, the underlying infrastructure and in some cases the real estate associated with many bulk terminals has been exhausted. As such, industry fee structures have evolved with costs for additional capacity today increasing over historical levels to recoup the total cost for real estate, new tanks and the addition of related terminal infrastructure as well.

BLACKWATER MIDSTREAM SITE AND FACILITIES

The Company's Westwego Terminal in the Port of New Orleans is currently comprised of:

� 26.5 acres, including 5 acres of available property for a phase III expansion at a later date

� 51 Tanks - ranging in size from 4,700 to 102,000 barrels

� Current Total Facility Capacity: 752,000 barrels

� 902,000 barrels after Phase I & II expansion.

� Ship dock for marine tankers after Phase II expansion

� Phase III construction adding an additional 300,000 barrels is scheduled for 2011 (not considered in this capital raise).

� Current Leased Capacity 531,600 barrels

� Current Capacity Available for Lease 170,750 barrels

� 49,650 barrels out of service pending Tank API Inspections

� 2009 Forecast (without expansions)

o EBITDA $1.3 million

o Revenue $3.6 million

o OpEx $2.3 million

The facility expansion will be immediately accretive and has attractive attributes for BWNO:

� Steel prices are favorable for construction of new tanks.

� Tank construction firm is immediately available and can be completed with first two tanks by December, 2009 and third tank by April, 2010.

� Utilization of existing product pipelines and facility infrastructure to keep project costs low.

� Commercial demand for large tank assets remains strong. BWNO leased 200,000 barrels from January - July 2009

� Ship dock re-construction will allow the facility to focus on long-term growth by offering complete modal flexibility to potential customers.

Financial Performance of the terminal expansions I & II

Expansion: The projected annual gross revenue growth for the 150,000 barrels is $1.5 million with an EBITDA margin of 65%, thus improving EBITDA with almost $1 million per year. The new capacity could be leased under a five-year contract term for a total gross revenue increase of $7.5 million over the contract period. At a 65% margin this translates to $4.9 million improvement of EBITDA over 5 years.

Ship dock reconstruction: The reconstruction of the ship dock, needed to accommodate marine tankers, will greatly enhance the commercial viability for the remaining 170,000 barrels of smaller tank capacities available for lease. In 2011 this translates to an extra $1.2 million in annual revenue, improving . . .