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): October 0109, 2012

BLACKWATER MIDSTREAM CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-51403

(Commission File Number)

26-2590455

(IRS Employer Identification No.)

660 LaBauve Drive

Westwego, LA

(Address of Principal Executive Offices)

70094

(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 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor ~~Vote~~Disposition of ~~Security Holders~~Assets.

On October 1, 2012, at the annual meeting of the stockholders of the Company, the stockholders adopted and approved that certain Agreement and Plan of Merger dated June 29, 2012 among Blackwater Midstream ~~Corp~~Holdings, LLC (“Parent”), Blackwater Acquisition Sub, Inc. ("Merger Sub") and the Company (the “Merger Agreement”). On October 9, a2012, the Articles of Merger were filed with the Secretary of State of Nevada, ~~corporation~~thus completing and closing the merger of Merger Sub with and into the Company with the Company continuing as the surviving entity as a wholly owned subsidiary of Parent (the “~~Company~~Merger” and such time, the "Effective Time"). The terms of the Merger Agreement were previously described and a copy of the Merger Agreement was previously filed with our Current Report on Form 8-K, ~~held~~filed ~~its~~with the Securities and Exchange Commission on July 3, 2012 ~~Annual~~which ~~Shareholders’~~is ~~Meeting~~incorporated by reference herein.

~~The~~Item ~~stockholders~~5.01 ofChanges ~~Company~~in ~~voted:~~Control of Registrant.

1.On ToOctober ~~elect~~9, 2012, the ~~following~~Company, ~~five~~Parent ~~members~~and Merger Sub filed the Articles of Merger with the ~~Board~~State of ~~Directors:~~Nevada, ~~Michael~~thus D.completing ~~Suder~~and ~~Philip~~closing ~~Oliver~~the ~~Tracy~~Merger ~~Herbert~~Agreement Nand therein effecting a change in control of the Company. Pursuant ~~Whitney~~to ~~William~~the ~~Gore~~Merger ~~William~~Agreement, ~~Weidner~~and upon the terms and subject to the conditions thereof, ~~III~~and in accordance with Chapter 92A of the Nevada Revised Statutes, Merger Sub was merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent.

2Item 5.02 ToDeparture ~~ratify the appointment~~ of ~~MaloneBailey,~~Directors ~~LLP~~or asCertain ~~the~~Officers; ~~independent~~Election ~~auditors~~ of ~~the~~Directors; ~~Company~~Appointment ~~for~~of ~~the~~Certain ~~fiscal~~Officers; ~~year~~Compensatory ~~ending~~Arrangements ~~March~~of ~~31,~~Certain ~~2013~~Officers.

3.Pursuant Toto ~~approve~~ the ~~Agreement~~terms ~~and Plan~~ of ~~Merger (~~the “Merger Agreement~~”) among Blackwater Midstream Holdings LLC~~, aall ~~Delaware~~of ~~limited~~the ~~liability~~directors ~~company~~of (the ~~“Parent”),~~Company ~~Blackwater~~as ~~Acquisition~~of ~~Sub,~~immediately ~~Inc.,~~prior ato ~~Nevada~~the ~~close~~Effective ~~corporation~~Time ~~managed~~resigned byas ~~its~~directors ~~stockholders~~effective ~~and~~as ~~a direct wholly-owned subsidiary~~ of ~~Parent (~~the ~~“Merger~~Effective ~~Sub”), and the Company, dated June 29, 2012~~Time.

4.Pursuant Toto ~~adjourn~~the terms of the ~~meeting~~Merger Agreement, ifthe ~~necessary,~~Company tobecame ~~seek~~a ~~additional~~Nevada ~~proxies~~close incorporation ~~favor~~which ofacts ~~the~~through ~~proposal~~its tosole ~~approve~~shareholder, effective as of the ~~Merger~~Effective ~~Agreement~~Time.

~~Votes~~Item ~~were~~5.03 ~~cast~~Amendments asto ~~follows:~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Results~~Pursuant to the terms of vote*the ~~for~~Merger ~~Members~~Agreement, at the Effective Time, the articles of incorporation and bylaws of the ~~Board~~Company were amended and restated in their entirety to be in the form of ~~Directors~~Merger Sub’s articles of incorporation and bylaws in effect immediately prior to the Effective Time, except that the name of the Company remained “Blackwater Midstream Corp.” The Second Amended and Restated Articles of Incorporation and the bylaws of the Company as of the Effective Time are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

Directors	For	Against	Withheld
Michael D. Suder	40,413,868		1,308,140
Herbert N. Whitney	40,474,398		1,247,610
Philip Oliver Tracy	40,474,398		1,247,610
William Gore	40,474,398		1,247,610
William D. Weidner, III	40,474,398		1,247,610

Item 8.01 Other Events.

*On ~~Broker~~October ~~Non-Votes~~10, =2012, 5ArcLight Capital Partners,~~272,299~~ LLC (“ArcLight”) issued a press release announcing the closing on the previously announced acquisition of the Company with subsidiaries of ArcLight.

Results of vote to ratify the appointment of MaloneBailey, LLP as the independent auditors of the Company

For	Against	Abstained
45,699,107	12,506	1,282,694

*As this is a routine vote, brokers can vote shares without direction from the stockholder.

Results of vote to approve the Merger Agreement

For	Against	Abstained	Broker Non-Votes
41,710,908	7,600	3,500	5,272,299

Results of vote for the adjournment of the annual meeting, if necessary

For	Against	Abstained
44,547,960	18,832	2,427,515

* As this is a routine vote brokers can vote shares without direction of the stockholder

Schedule 14A (Information Required in Proxy Statement), file number 000-51403, filed with the Commission on August 22, 2012, is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

~~None.~~(d) Exhibits

Exhibit No	Exhibit Description

2.1	Agreement and Plan of Merger, dated as of June 29, 2012, by and among Blackwater Midstream Holdings, LLC, Blackwater Acquisition Sub Inc. and Blackwater Midstream Corp. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2012)

3.1	Second Amended and Restated Articles of Incorporation of Blackwater Midstream Corp.

3.2	Bylaws of Blackwater Midstream Corp.

99.1	Press Release issued on October 10, 2012

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: October 4, 2012	By:	/s/ Donald St. Pierre
		Donald St. Pierre Chief Financial Officer

Dated: October 15, 2012

	BLACKWATER MIDSTREAM CORP. a Nevada corporation

	By:	/s/ Donald St. Pierre
		Donald St. Pierre Chief Financial Officer

Exhibit Index

Exhibit No	Exhibit Description

2.1	Agreement and Plan of Merger, dated as of June 29, 2012, by and among Blackwater Midstream Holdings, LLC, Blackwater Acquisition Sub Inc. and Blackwater Midstream Corp. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2012)

3.1	Second Amended and Restated Articles of Incorporation of Blackwater Midstream Corp.

3.2	Bylaws of Blackwater Midstream Corp.

99.1	Press Release issued on October 10, 2012

Filing Compare · Blackwater Midstream Corp.