<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED: MARCH 31, 2008

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________

                        COMMISSION FILE NUMBER 000-51403

                           BLACKWATER MIDSTREAM CORP.
                 (Name of Small Business Issuer in Its Charter)

                                                             (N/A)
                NEVADA                              (Small Business Issuer
       (State of Incorporation)                   I.R.S. Employer I.D. Number)

           4006 HIGHWAY 44
         GARYVILLE, LOUISIANA                                70076
(Address of principal executive offices)                   (zip code)

                                 (201) 290-8369
                (Issuer's Telephone Number, Including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None.

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $.001
par value per share.

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days. Yes |X| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

Issuer's revenues for the fiscal year ended December 31, 2007 were $0.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of March 31, 2008 was approximately $9,866,000.

As of July 14, 2008, there were 24,855,536 shares of Common Stock, $.001 par
value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                     PART I

FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These statements relate to future events or the
Company's future financial performance. The Company has attempted to identify
forward-looking statements by terminology including "anticipates", "believes",
"expects", "can", "continue", "could", "estimates", "expects", "intends", "may",
"plans", "potential", "predict", "should" or "will" or the negative of these
terms or other comparable terminology. These statements are only predictions.
Uncertainties and other factors, including the risks outlined under Risk Factors
contained in Item 1 of this Annual Report may cause the Company's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels or activity, performance or
achievements expressed or implied by these forward-looking statements. Although
the Company believes that the expectations reflected in the forward-looking
statements are reasonable, the Company cannot guarantee future results, levels
of activity, performance or achievements. The Company expectations are as of the
date this Form 10-KSB is filed, and the Company does not intend to update any of
the forward-looking statements after the date this Annual Report on Form 10-KSB
is filed to confirm these statements to actual results, unless required by law.

AVAILABILITY OF SEC FILINGS

The Company files annual reports on Form 10-KSB, quarterly reports on Form
10-QSB, current reports on Form 8-K and proxy and information statements and
amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of
the Securities Exchange Act of 1934, as amended. The public may read and copy
these materials at the Securities and Exchange Commission's ("SEC") Public
Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may
obtain information on the operation of the public reference room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding the Company and other companies that file materials with the SEC
electronically.

                                       2
<PAGE>

ITEM 1. BUSINESS

GENERAL

      We were incorporated in the State of Nevada on March 23, 2004. We changed
our name from Laycor Ventures Corp. to Blackwater Midstream Corp. on March 18,
2008. During the fiscal year ended March 31, 2008 we were engaged in the
acquisition and exploration of mining properties. On March 21, 2008, a change in
ownership and management control of the Company occurred. Subsequent to the end
of our fiscal year we have changed our business strategy. See "Subsequent
Events" below. We maintain our statutory registered agent's office at 3199 East
Warm Springs Road, Suite 200, Las Vegas, Nevada 89120 and our business office is
located at 4006 Highway 44, Garyville, Louisiana 70076. Our telephone number is
(201) 290-8369.

BACKGROUND

      In March 2004, our former president, Robert Wayne Morgan, acquired one
mineral property containing one mining claim in British Columbia, Canada by
paying for $1,118 to Madman Mining Co., Ltd., a non-affiliated third party.
Gerard Gallissant is a staking agent employed by Madman Mining Co., Ltd. Madman
Mining Co., Ltd. is located 700 West Pender Street, Suite 604, Vancouver,
British Columbia, Canada V6C 1G8. Mr. Gallissant has been staking claims since
1962. His British Columbia license number is 109141.

      Canadian jurisdictions allow a mineral explorer to claim a portion of
available Crown lands as its exclusive area for exploration by depositing posts
or other visible markers to indicate a claimed area. The process of posting the
area is known as staking. Mr. Robert Wayne Morgan paid Madman Mining Co., Ltd.
$1,880 to stake the claim. The claim was recorded in the name of Robert Wayne
Morgan to avoid paying additional fees.

GOVERNMENT APPROVALS

      Under British Columbia law title, British Columbia mining claims can only
be held by British Columbia residents. In the case of corporations, title must
be held by a British Columbia corporation. Since we are an American corporation,
we are unable to possess a legal mining claim to the land. We believed costs
associated with creating an entity that would be able to possess a legal mining
claim would be a waste of corporate resources. Accordingly, we elected not to
create the subsidiary but would have done so if mineralized material had been
discovered on the property.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

      During fiscal year ended March 31, 2008, we did not have any employees
other than management and solely used the services of independent subcontractors
for manual labor exploration work on our properties. Mr. Robert Wayne Morgan
handled our administrative duties until his resignation effective as of May 5,
2008.

      Our sole officer and director was a part-time employee and devoted about
10% of his time to our operation. Our sole officer and director did not have an
employment agreement with us. As of March 31, 2008, we did not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, subsequent to March 31, 2008, we have entered into employment
agreements, have adopted a stock option plan. See "Subsequent Events" below.

STOCK DIVIDEND

      On January 25, 2008, we declared a stock dividend equal to two shares of
common stock for each share of common stock outstanding. As a result, the number
of outstanding shares on such date increased from 8,011,500 to 24,034,500. All
share numbers in this Annual Report reflect the post dividend number of shares.

SUBSEQUENT EVENTS

      After the end of our fiscal year, we made a number of substantial changes
to our business and operations. These changes are described below:

                                       3
<PAGE>

APPOINTMENT OF NEW DIRECTORS

      CHRISTOPHER A. WILSON. On May 5, 2008, the Company's Principal Officer,
Robert Wayne Morgan, resigned his positions as Chairman of the Board Chief
Executive Officer, Chief Financial Officer, Treasurer and Secretary of the
Company to pursue other interests. The resignation of Mr. Morgan as a Principal
Officer of the Company is effective as of May 5, 2008. Immediately prior to his
resignation on May 5, 2008, Mr. Morgan as the sole director appointed Mr.
Christopher A. Wilson, to the positions of Chairman of the Board, Chief
Executive Officer, Chief Financial Officer, Treasurer and Secretary of the
Company upon the resignation of Mr. Robert Wayne Morgan. The acceptance by Mr.
Wilson as the Principal Officer of the Company is effective as of May 5, 2008.
The Services Agreement is for a term of 1 year on a month-to-month basis unless
terminated by either party upon 60 days' advance written notice. Mr. Wilson
shall be paid a monthly "base" fee of $2,500 for up to 10 hours per month and
thereafter at a rate of $350 per hour. Under the terms of the Services
Agreement, Mr. Wilson has been granted 50,000 shares of common stock
(subsequently increased to 100,000 shares of common stock), which are fully
vested on May 5, 2008. Mr. Wilson is also entitled to reimbursement for all
reasonable business expenses incurred with his provision of management services
and for coverage under director and officer liability insurance policies.

      MICHAEL D. SUDER. On May 7, 2008, Mr. Wilson resigned his position as
Chief Executive Officer and appointed Mr. Michael D. Suder to the position of
Chief Executive Officer. Mr. Wilson, as the sole director of the company,
appointed Mr. Michael D. Suder as a director of the Company to fill a vacancy.
For biographical information about Mr. Suder, see "Background of Officers and
Directors" at Item 9 below.

      HERBERT N. WHITNEY. On May 29, 2008, our board of directors appointed Mr.
Herbert N. Whitney, to the position of director of the Company to fill a
vacancy. For biographical information about Mr. Whitney, see "Background of
Officers and Directors" at Item 9 below.

CHANGE IN BUSINESS PLAN AND STRATEGY

      Commencing in May 2008 we hired new management and changed our business
plan to become an independent developer of bulk liquid fuel and chemical storage
facilities. Our first location is anticipated to be in St. John the Baptist
Parish, Louisiana, on 435 acres to be acquired from Safeland Storage, LLC. See
"ACQUISITION OF INTEREST IN LAND" below.

      Bulk liquid terminals store a range of products including crude oil,
bunker fuel, gasoline, distillate, diesel, jet fuel, chemicals, agricultural
products, biodiesel. For example, on the refined product segment of oil, in the
United States, approximately 300 million barrels of refined products, blendstock
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 U.S. 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
U.S.'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.

                                       4
<PAGE>

      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.

EMPLOYEES

      We have engaged three employees since March 31, 2008, Michael D. Suder as
Chief Executive Officer, Dale T. Chatagnier as Chief Operating Officer, and
Frank Marrocco as Chief Commercial Officer, and have entered into written
employment agreements with each of them.

      MICHAEL D. SUDER, CHIEF EXECUTIVE OFFICER. Mr. Suder's employment
agreement is for a term of five years commencing May 1, 2008. Mr. Suder receives
an annual base salary of $300,000, subject to increase by the board of
directors. We granted Mr. Suder the right to purchase 480,690 shares of common
stock for $0.001 per share pursuant to the 2008 Incentive Plan. All such shares
vest on November 1, 2008 so long as Mr. Suder remains an employee on such date.
We also granted Mr. Suder nonstatutory options to purchase 1,321,898 shares of
common stock at an exercise price of $2.00 per share, subject to certain vesting
provisions. The options vest over the five year term of the employment agreement
in accordance with performance criteria to be established by the board of
directors. No performance criteria have yet been established. In addition, Mr.
Suder has the right to participate in any employee benefit plans adopted by us.

      The employment agreement automatically terminates upon the death or
disability of Mr. Suder and we may terminate the employment agreement for
"Cause" as defined therein. We may also terminate the employment agreement
without Cause provided that Mr. Suder will be entitled to severance payment
equal to not more than six month of annual salary and all unvested options will
immediately vest and become exercisable for a period of 12 months.

      DALE T. CHATAGNIER, CHIEF OPERATING OFFICER. Mr. Chatagnier's employment
agreement is for a term of five years commencing May 14, 2008. Mr. Chatagnier
receives an annual base salary of $225,000, subject to increase by the board of
directors. We granted Mr. Chatagnier the right to purchase 120,173 shares of
common stock for $0.001 per share pursuant to the 2008 Incentive Plan. All such
shares vest on November 14, 2008 so long as Mr. Chatagnier remains an employee
on such date. We also granted Mr. Chatagnier nonstatutory options to purchase
480,690 shares of common stock at an exercise price of $2.60 per share, subject
to certain vesting provisions. The options vest over the five year term of the
employment agreement in accordance with performance criteria to be established
by the board of directors. No performance criteria have yet been established. In
addition, Mr. Chatagnier has the right to participate in any employee benefit
plans adopted by us.

      The employment agreement automatically terminates upon the death or
disability of Mr. Chatagnier and we may terminate the employment agreement for
"Cause" as defined therein. We may also terminate the employment agreement
without Cause provided that Mr. Chatagnier will be entitled to severance payment
equal to not more than six month of annual salary and all unvested options will
immediately vest and become exercisable for a period of 12 months.

      FRANK MARROCCO, CHIEF COMMERCIAL OFFICER. Mr. Marrocco's employment
agreement is for a term of five years commencing June 1, 2008. Mr. Marrocco
receives an annual base salary of $237,500, subject to increase by the board of
directors. We granted Mr. Marrocco the right to purchase 120,173 shares of
common stock for $0.001 per share pursuant to the 2008 Incentive Plan. All such
shares vest on December 1, 2008 so long as Mr. Marrocco remains an employee on
such date. We also granted Mr. Marrocco nonstatutory options to purchase 480,690
shares of common stock at an exercise price of $3.77 per share, subject to
certain vesting provisions. The options vest over the five year term of the
employment agreement in accordance with performance criteria to be established
by the board of directors. No performance criteria have yet been established. In
addition, Mr. Marrocco has the right to participate in any employee benefit
plans adopted by us.

      The employment agreement automatically terminates upon the death or
disability of Mr. Marrocco and we may terminate the employment agreement for
"Cause" as defined therein. We may also terminate the employment agreement
without Cause provided that Mr. Marrocco will be entitled to severance payment
equal to not more than six month of annual salary and all unvested options will
immediately vest and become exercisable for a period of 12 months.

                                       5
<PAGE>

ACQUISITION OF INTEREST IN LAND

      On June 26, 2008, we purchased a seven percent (7%) interest in Safeland
Storage, L.L.C. a Louisiana limited liability company ("Safeland"), represented
by 70,000 Class A units for a purchase price of $1.5 million, pursuant to a
Membership Interest Purchase Agreement with Safeland. Safeland is an unrelated
party. Contemporaneously, therewith, on June 26, 2008, we entered into a
Purchase and Sale Agreement (the "Purchase and Sale Agreement") for the purchase
of 435 acres of land in St. John the Baptist Parish, Louisiana, from Safeland,
for a purchase price of $20,500,000.00. The closing of the Purchase and Sale
Agreement is to take place within 120 days from June 26, 2008.

      Safeland has completed preliminary engineering and design and obtained
state-regulated environmental permits for the facility. We intend to develop the
facility in three phases totaling approximately 10 million barrels of capacity.
Phase I is anticipated to be approximately 3.5 million barrels of storage with
an expected completion date of Q1, 2010. Phase II is expected to add 3.4 million
barrels coming on line in Q1, 2011, followed by phase III with 3.0 million
barrels in Q1, 2012. Our proposed site is located in the heart of South
Louisiana's petroleum refining and chemical manufacturing corridor that has a
refining capacity of approximately 2 million barrels per day. This represents
approximately ten percent of the total U.S. refining capacity, including
existing world-scale crude oil refineries such as Marathon Garyville (adjacent
to the Company's property), Valero St. Charles and Shell Norco (the first two of
which are undergoing major capacity expansions). The site is located within 15
miles of the U.S. Strategic Petroleum Reserves at St. James and the LOOP
(Louisiana Offshore Oil Production). It is strategically located for
connectivity to the Colonial and Plantation pipelines via the Bengal pipeline.
The Colonial and Plantation pipelines serve the U.S. as major refined product
arteries from the Gulf Coast to the Eastern Seaboard of the U.S., providing
approximately 42% of the East Coast refined product demand. The site offers
complete intermodal logistics capabilities including deep water access on the
Mississippi River for ships and barges and access to major highways (U.S.
Highway 61 to the north and the Mississippi River and East Jefferson highways to
the south). Two railroads, Kansas City Southern and Canadian National, currently
have infrastructure on the property, which is expected to enable the Company to
attract rail-served storage positions.

ADOPTION OF STOCK OPTION PLAN

On May 7, 2008, 2008 our board of directors adopted the 2008 Incentive Plan (the
"2008 Incentive Plan) and allocated 5,000,000 shares of common stock for grants
and awards thereunder. The 2008 Incentive Plan has not yet been submitted to
shareholders for approval.

      ADMINISTRATION. The 2008 Incentive Plan may be administered by a
committee, which is appointed by our board of directors, and which consists of
not less than two directors, each of whom (i) fulfills the "non-employee
director" requirements of Rule 16b-3 under the Securities Exchange Act of 1934,
(ii) is certified by the Board as an independent director and (iii) fulfills the
"outside director" requirements of Section 162(m) of the Code. If no qualified
committee has been appointed, the board of directors administers the plan.

The committee is authorized to, among other things, select grantees under the
amended and restated plan and determine the size, duration and type, as well as
terms and conditions (which need not be identical) of each incentive award. The
committee also construes and interprets the amended and restated plan and any
related incentive agreements. All determinations and decisions of the committee
are final, conclusive and binding on all parties. We have agreed to indemnify
members of the committee against any damage, loss, liability, cost or expenses
arising in connection with any claim, action, suit or proceeding by reason of
any action taken or failure to act under the amended and restated plan
(including such indemnification for a person's own sole concurrent negligence or
strict liability), except for any such act or omission constituting willful
misconduct or gross negligence.

ELIGIBILITY. Our employees, consultants, and outside directors are eligible to
participate in the amended and restated plan as determined by the committee.

TYPES OF INCENTIVE AWARDS. Under the 2008 Incentive Plan, the committee may
grant incentive awards which may be any of the following:

      o     incentive stock options as defined in Section 422 of the Code;

      o     "nonstatutory" stock options;

      o     stock appreciation rights;

      o     shares of restricted stock;

      o     performance units and performance shares;

      o     other stock-based awards; and

      o     supplemental payments dedicated to the payment of income taxes.

                                       6
<PAGE>

The terms of each incentive award will be reflected in an incentive agreement
between us and the grantee. As of the date of this annual report, we have made
grants or awards of 3,124,314 shares of common stock of which 821,036 were sales
of restricted shares and 2,303,278 were grants of nonstatutory stock options.

PRIVATE PLACEMENT OF COMMON STOCK

      We have undertaken a sale of common stock in a private placement exempt
from registration under Section 4(2) of the Securities act and Regulation D
promulgated thereunder, as well as the exemption available under Regulation S.
As of the date hereof, we have raised approximately $3,060,000 (prior to the
payment of commissions and expenses) through the sale of 1,530,000 shares of
common stock at a price of $2.00 per share. The proceeds of the offering have
been used to acquire the interest in Safeland, pay operating expenses (including
employee salaries) and as working capital. All purchasers are "accredited
investors" as such term is defined in Regulation D and are non-affiliates. Such
shares are "restricted securities" and may be sold only in accordance with the
provisions of Rule 144 or another exemption from registration. Falcon Securities
(UK) Limited was engaged as the placement agent and was paid a commission equal
to 10% of the gross proceeds in cash and shares of common stock equal to four
percent of the shares sold in the offering.

RISK FACTORS

BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS SUBSTANTIAL
DOUBT THAT WE CAN CONTINUE AS AN ONGOING BUSINESS.

      Our auditors have issued a going concern opinion. This means that there is
doubt that we can continue as an ongoing business for the next twelve months
because we have incurred a net loss since inception to March 31, 2008 of
$158,045, not attained profitable operations and are dependent upon obtaining
adequate financing to fulfill our proposed construction of fuel and chemical
storage facilities.

WE MAY BE FORCED TO CURTAIL OR DISCONTINUE OPERATIONS IF WE ARE UNABLE TO
OBTAIN, ON COMMERCIALLY ACCEPTABLE TERMS, ADDITIONAL EQUITY CAPITAL THAT WE MAY
REQUIRE FROM TIME TO TIME IN THE FUTURE TO FINANCE OUR OPERATIONS AND GROWTH.

      We need additional capital to construct our proposed facility. We do not
currently have sufficient cash reserves or revenue from operations to do so. We
are unable to provide any assurance or guarantee that additional capital will be
available when needed by us, or that such capital will be available under terms
acceptable to us or on a timely basis. This limitation could harm substantially
our business, results of operations and financial condition.

OUR SUCCESS DEPENDS ON THE VIABILITY OF OUR BUSINESS MODEL, WHICH IS UNPROVEN
AND MAY BE UNFEASIBLE.

      The business model by which we intend to earn revenue and our income
potential are new and unproven. We have not yet commenced any development
operations. Our activities to date have been primarily negotiating the
acquisition of real property, selecting management and developing a business
strategy. Our business model is based on a variety of assumptions relating to
our ability to develop fuel storage facilities, the revenue and cost assumptions
for our facility and our operating costs and expenses. These assumptions may not
reflect the business and market conditions that we actually face. As a result,
our operating results could differ materially from those projected under our
business model, and our business model may prove to be less profitable than we
anticipate.

WE EXPECT TO EXPERIENCE SIGNIFICANT LOSSES.

      Our initial operations will be to design and construct the facility.
During this period, we will incur operating and net losses. We intend to
increase our operating expenses substantially as we:

      o     Acquire real property;

      o     Continue to build our management team and corporate infrastructure;
            and

                                       7
<PAGE>

      o     Design and construct our fuel storage facilities.

Because we will spend these amounts before we receive any significant revenue
from these efforts, our losses will be substantial. In addition, we may find
that these efforts are more expensive than we currently anticipate which would
further increase our losses. We are unable to provide any assurance or guarantee
that we will become profitable or generate positive cash flow at any time in the
future.

WE MUST ACCOMPLISH A NUMBER OF CRITICAL BUSINESS OBJECTIVES TO BE SUCCESSFUL.

      In order to succeed, we must do most, if not all, of the following:

      o     raise additional corporate equity and/or debt to have sufficient
            funds to construct the facility;

      o     obtain all required zoning, permitting and other entitlements to
            construct the facility;

      o     design and construct the facility;

      o     attract, integrate, retain and motivate qualified management and
            technical personnel;

      o     attract long-term customers;

      o     respond appropriately and timely to competitive developments; and

      o     develop, enhance, promote and carefully manage our corporate
            identity.

      Our business will suffer if we are unable to accomplish all of these and
other important business objectives.

WE MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST EXISTING AND FUTURE
COMPETITORS, WHICH COULD HARM OUR MARGINS AND OUR BUSINESS.

      The fuel and chemical storage business is highly competitive. We expect
the competitive environment to continue in the future. We face competition from
a number of existing storage facilities. We believe that with relatively strong
financial performance of fuel and related industries, this industry will
continue to attract new competitors and encourage existing competitors to
increase their involvement.

      We can provide no assurance that we will be able to compete successfully
against current or potential competitors. Many of our current and potential
competitors have longer operating histories, better brand recognition and
significantly greater financial, technical and marketing resources than we do.
Many of these competitors may have well-established relationships with customers
and other key partners and can devote substantially more resources to marketing
and sales. As a result, they may be able to secure customers on more favorable
terms. Larger competitors may enjoy significant competitive advantages that
result from, among other things, a lower cost of capital and enhanced operating
efficiencies. In addition, the number of entities and the amount of funds
competing for customers may increase. This will result in reduced prices and
increased cost of sales. Our profitability may be reduced and you may experience
a lower return on your investment.

OUR INABILITY TO RETAIN OUR EXECUTIVE OFFICERS AND OTHER KEY PERSONNEL MAY HARM
OUR BUSINESS AND IMPEDE THE IMPLEMENTATION OF OUR BUSINESS STRATEGY.

      Our future success depends to a significant degree on the skills,
experience and efforts of our key management personnel. Our principal managers
are Michael Suder, Dale Chatagnier and Frank Marrocco. We have executed
five-year employment agreements with each of them and have granted them
substantial equity incentives to remain with the Corporation. However, we cannot
guarantee that they will remain employees. The loss of their services could harm
our business and operations. In addition, we have not obtained key person life
insurance on any of our key employees as of the date of this memorandum. If any
of our executive officers or key employees left, died or was seriously injured
and unable to work and we were unable to find a qualified replacement and/or to
obtain adequate compensation for such loss, we may be unable to manage our
business, which could harm our operating results and financial condition.
However, we believe that qualified replacement personnel could be found to
continue to execute the business plan.

                                       8
<PAGE>

OUR DEVELOPMENT ACTIVITIES COULD RESULT IN LOSSES.

      Our facility is a new development from ground up. Development of new
facilities always entails risks, such as the risks associated with delays in
development, inability to obtain required permits and licenses, cost overruns,
insufficient capital to complete construction, and other problems that may cause
our properties not to perform as expected.

THE ECONOMIC PERFORMANCE AND VALUE OF OUR FACILITY DEPEND ON MANY FACTORS BEYOND
OUR CONTROL.

      The economic performance and value of our facility can be affected by many
factors, including the following: o reduced demand for fuel or chemical storage;

      o     economic downturns and recessions;
      o     declines in revenue due to loss of customers or reduced volume;
      o     reduced demand in the surrounding geographic regions due to local
            economic conditions;
      o     construction of competitive properties nearby and competition from
            other available facilities;
      o     increased operating costs and expenses; and
      o     availability of long term financing at reasonable rates.

OUR FACILITY IS SUBJECT TO ENVIRONMENTAL LAWS AND ENVIRONMENTAL RISKS.

      Under various federal, state and local laws, ordinances and regulations,
we are considered to be an owner or operator of real property or to have
arranged for the disposal or treatment of hazardous or toxic substances. As a
result, we could become liable for the costs of removal or remediation of
certain hazardous substances released on or in our property. We could also be
liable for other costs that relate to hazardous or toxic substances (including
governmental fines and injuries to persons and property). Many if not all of the
chemicals and fuels we intend to store are considered to be hazardous materials.
Inadvertent releases or spills can subject us to costly remediation expenses
and/or fines.

BECAUSE WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK, STOCKHOLDERS WILL
BENEFIT FROM AN INVESTMENT IN OUR COMMON STOCK ONLY IF IT APPRECIATES IN VALUE.

      We have never declared or paid any cash dividends on our shares of common
stock. We intend to retain all future earnings, if any, for use in the
operations and expansion of the business. As a result, we do not anticipate
paying cash dividends in the foreseeable future. Any future determination as to
the declaration and payment of cash dividends will be at the discretion of our
Board of Directors and will depend on factors the Board of Directors deems
relevant, including among others, our results of operations, financial condition
and cash requirements, business prospects, and the terms of our credit
facilities and other financing arrangements. It is likely that the debt
financing arrangements we put into place in connection will prohibit us from
declaring or paying dividends without the consent of our lenders. Accordingly,
realization of a gain on stockholders' investments will depend on the
appreciation of the price of our common stock. There is no guarantee that our
common stock will appreciate in value.

OUR SECURITIES ARE QUOTED ON THE OVER-THE-COUNTER MARKET, WHICH MAY LIMIT THE
LIQUIDITY AND PRICE OF OUR SECURITIES MORE THAN IF THE SECURITIES WERE QUOTED OR
LISTED ON AN EXCHANGE.

      Our securities are quoted on the Over-the-Counter Market, a
FINRA-sponsored and operated inter-dealer automated quotation system. Quotation
of our securities on the Over-the-Counter Market will limit the liquidity and
price of our securities more than if the securities were quoted or listed on an
exchange.

ITEM 2. DESCRIPTION OF PROPERTY

MINING CLAIMS

In March 2004, our former president, Robert Wayne Morgan, acquired mineral
property containing one mining claim in British Columbia, Canada by paying
$1,118 to Madman Mining Co., Ltd., a non-affiliated third party. Gerard
Gallissant is a staking agent employed by Madman Mining Co., Ltd. Madman Mining
Co., Ltd. is located 700 West Pender Street, Suite 604, Vancouver, British
Columbia, Canada V6C 1G8. Mr. Gallissant has been staking claims since 1962. His
British Columbia license number is 109141.

                                       9
<PAGE>

Canadian jurisdictions allow a mineral explorer to claim a portion of available
Crown lands as its exclusive area for exploration by depositing posts or other
visible markers to indicate a claimed area. The process of posting the area is
known as staking. Mr. Robert Wayne Morgan paid Madman Mining Co., Ltd. $1,880 to
stake the claim. The claim was recorded in the name of Robert Wayne Morgan, our
sole officer and director and the majority shareholder, to avoid paying
additional fees.

      The following is a list of the tenure number, date of recording and
expiration date of the claim:

      CLAIM TENURE NO.        DATE OF RECORDING        DATE OF EXPIRATION
      -------------------------------------------------------------------

           536686                July 6, 2007             July 6, 2008

           536980                July 8, 2007             July 8, 2008

      The claims measured approximately 898 acres in total.

ABANDONMENT OF CLAIMS

      In June 2008, our board of directors determined not to pursue any further
development or exploration of the claims, and refused to renew the claims. As a
result, in July 2008, the claims have expired and are no longer assets of the
Company. The decision to abandon the claim was based upon an independent
geologist's report indicating that it is unlikely that the claim contains enough
volume of mineralized materials to form an economic body of mineralization. The
abandonment of this claim will not result in any further costs or obligations to
the Company.

ITEM 3. LEGAL PROCEEDINGS

      We are not presently a party to any litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      During the fourth quarter of fiscal year ended March 31, 2008, there were
no matters submitted to a vote of our shareholders.

                                     PART II

ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

      Our shares are traded on the Over-the-Counter Bulletin Board under the
symbol "BWMS." Of the 24,855,836 shares of common stock outstanding as of July
14, 2008, 201,000 shares (after giving effect to the stock dividend effective on
January 25, 2008) were owned by Mr. Morgan, who ceased to be an officer on May
5, 2008 and may only be resold in compliance with Rule 144 of the Securities Act
of 1933, as amended, until the date that is 90 days after his resignation. An
additional 4,933,000 shares were acquired by fifteen individuals in a private
purchase from Mr. Morgan, and as a result may be resold by the purchasers in
compliance with Rule 144.

The following table sets forth the range of high and low closing bid prices for
the common stock for the fiscal quarters. The over-the-counter market quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not necessarily reflect actual transactions.

FISCAL QUARTER                                HIGH BID            LOW BID

     First Quarter 4-1-08 to 6-30-08          $   4.42           $    1.00

     Fourth Quarter 1-1-08 to 3-31-08         $   2.00           $    0.15
     Third Quarter 10-1-07 to 12-31-07        $   0.50           $    0.22
     Second Quarter 7-1-07 to 9-31-07         $   0.70           $    0.03
     First Quarter 4-1-07 to 6-29-07          $   1.76           $    0.53

     Fourth Quarter 1-1-07 to 3-31-07         $   1.75           $    0.55
     Third Quarter 10-1-06 to 12-31-06        $   1.15           $    0.75
     Second Quarter 7-1-06 to 9-31-06         $   2.75           $    0.37
     First Quarter 4-1-06 to 6-30-06          $   0.70           $    0.47

                                       10
<PAGE>

HOLDERS OF COMMON STOCK

At July 14, 2008, there were 48 shareholders of record.

DIVIDENDS

      On January 28, 2008, we declared a stock dividend of two shares of common
stock for each share outstanding. As a result, the number of outstanding shares
increased from 8,011,500 to 24,034,500. We have not declared any cash dividends,
nor do we intend to do so. We are not subject to any legal restrictions
respecting the payment of dividends, except that they may not be paid to render
us insolvent. Dividend policy will be based on our cash resources and needs and
it is anticipated that all available cash will be needed for our operations in
the foreseeable future.

SECTION RULE 15(G) OF THE SECURITIES EXCHANGE ACT OF 1934

      The Company's shares are covered by Section 15(g) of the Securities
Exchange Act of 1934, as amended that imposes additional sales practice
requirements on broker/dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouses). For transactions covered by the Rule, the broker/dealer must make a
special suitability determination for the purchase and have received the
purchaser's written agreement to the transaction prior to the sale.
Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to sell your shares in the secondary
market.

      Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, the NASD's toll free telephone number and the central number
of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

      As of March 31, 2008, we did not have any equity compensation plans and
accordingly we had no securities authorized for issuance thereunder. Subsequent
to the end of the fiscal year, we authorized the 2008 Incentive Plan and issued
stock and options to our new executive officers. See "Subsequent Events" under
Item 1 above.

PURCHASES OF EQUITY SECURITIES BY THE SMALL BUSINESS ISSUER AND AFFILIATED
PURCHASERS

      None.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      This section of this report includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this report. These forward-looking states are subject to
certain risks and uncertainties that could cause actual results to differ
materially from historical results or out predictions.

                                       11
<PAGE>

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

      There is no historical financial information about us upon which to base
an evaluation of our performance. We are an exploration stage corporation and
have not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of the property, and possible cost
overruns due to price and cost increases in services.

      We have no assurance that future financing will be available to us on
acceptable terms. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders. We may seek equity
financing to provide capital for further exploration.

RESULTS OF OPERATIONS

FROM INCEPTION ON MARCH 23, 2004

      We retained the services of a mining engineer to supervise our plan of
operation. We have labeled his activities "consulting services" throughout this
prospectus. The mining engineer retained by us is an unrelated third party.

      Until we changed our business plan in May 2008, we were exploring one
property containing two claims. However, we suspended exploration pending a
resolution of the Ministry of Environment's condemnation plan. No resolution was
ever received, and the board of directors abandoned the claim in June 2008.

      Since inception, we have used a loan from Robert Wayne Morgan, our sole
officer and director to stake the property, to incorporate us and for legal and
accounting expenses. Net cash provided by Mr. Morgan from inception on March 23,
2004 to December 31, 2005 was $21,740. On January 6, 2006 the loan was repaid.

LIQUIDITY AND CAPITAL RESOURCES

      As of the date of this annual report, we have yet to generate any revenues
from our business operations.

      We issued 5,000,000 shares of common stock through a Section 4(2) offering
in March 2004. This was accounted for as a purchase of shares of common stock.

      We issued 3,011,500 shares of common stock through our public offering
declared effective on February 11, 2005 and raised $150,575. This was accounted
for as a purchase of shares of common stock.

      As of March 31, 2008, our total assets were $5,472 and our total
liabilities were $7,942. We had cash and cash equivalents of $3,574.

      At March 31, 2008, we had negative working capital of $2,470 compared to a
working capital of $24,545 March 31, 2007. Operating Expenses for the fiscal
year ended March 31, 2008 were $27,881. Our operating expenses consisted
primarily of professional fees and claim administration.

      We have no long-term debt.

OFF BALANCE-SHEET ARRANGEMENTS.

None.

RECENT ACCOUNTING PRONOUNCEMENTS

      See Note 2 to the Financial Statements included in Item 7 below.

                                       12
<PAGE>

                                    PART III

ITEM 7. FINANCIAL STATEMENTS.

                                                                        INDEX
                                                                        -----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 F-1
FINANCIAL STATEMENTS
     Balance Sheets                                                     F-2
     Statements of Operations                                           F-3
     Statements of Cash Flows                                           F-4
     Statement of Stockholders' Equity (Deficiency)                     F-5
NOTES TO THE FINANCIAL STATEMENTS                                       F-6


                                       13
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

      There have been no disagreements on accounting and financial disclosures
from the appointment of Telford Sadovnick P.L.L.C. on May 24, 2005 through
October 6, 2007, at which time STS Partners, LLP was appointed as the
independent auditors. There have been no disagreements on accounting or
financial disclosures from the appointment of STS Partners from the date of
appointment through the date of this Form 10-KSB. Our financial statements for
fiscal year ended March 31, 2007 included in this report have been audited by
Telford Sadovnick, P.L.L.C., Certified Public Accountants, 114 West Magnolia
Street, Suite 423, Bellingham, Washington 98225, and our financial statements
for the fiscal year ended March 31, 2008 has been audited by STS Partners, LLP,
Chartered Accountants, Sixth Floor, 543 Granville Street, Vancouver, British
Columbia, Canada V6C 1X8, as set forth in this annual report.

ITEM 8A(T). CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

      Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934. Based on this evaluation, our principal executive officer and principal
financial officer have concluded that as of March 31, 2008, such disclosure
controls and procedures were effective to ensure that information required to be
disclosed in reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized, and reported when the time periods specified in
SEC rules and forms is accumulated and communicated to management to allow
timely decisions regarding required disclosures.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

      This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management's report in this
annual report. Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our principal
executive officer and principal financial officer have concluded that as of
March 31, 2008, our internal controls over financial reporting were effective.
All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can only
provide reasonable assurances with respect to financial statement preparation
and presentation. In addition, any evaluation of effectiveness for future
periods is subject to the risk that controls may become inadequate because of
changes in conditions in the future.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting
that occurred during the quarter ended March 31, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

                                       14
<PAGE>

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

      Robert Wayne Morgan was our president, chief executive officer, treasurer,
chief financial officer and the sole member of the board of directors until his
resignation from each such position on May 5, 2008 and appointed Christopher A
Wilson as director. Mr. Wilson then appointed Mr. Suder to fill the vacancy
created by Mr. Morgan's resignation. Mr. Wilson and Mr. Suder then expanded the
board to three persons and appointed Mr. Whitney. As a result, we currently have
three directors. The board of directors acts as the auditing committee; we have
no nominating or compensation committees. The name, address, age and position of
our present and former officers and directors is set forth below:

<TABLE>
<S>                                                                             <C>
NAME AND ADDRESS                AGE    POSITION(S)                                                     DATE APPOINTED OR ELECTED
-----------------------------------------------------------------------------------------------------------------------------------
Michael D. Suder                 53    Chief Executive Officer and Director                              Appointed May 7, 2008
4006 Highway 44
Garyville, Louisiana 70076

Herbert N. Whitney               68    Director                                                          Appointed May 29, 2008
1901 Post Oak Park Drive
#11202
Houston, Texas 77027

Christopher A. Wilson            48    Director, President, Chief Financial Officer and                  Appointed May 5, 2008
2 Park Plaza, Suite 450                Secretary
Irvine, California 91614

Robert Wayne Morgan              54    Former President, Former Director, Former CEO,                 Elected and served through
1128 Quebec Street, Suite 407          Former Treasurer and Former CFO                                May 5, 2008 from March 2004
Vancouver, British Columbia
Canada V6A 4E1
</TABLE>

      The first three persons named above are expected to hold their
offices/positions until the next annual meeting of our stockholders.

BACKGROUND OF OFFICERS AND DIRECTORS

      Until May 5, 2008, Robert Wayne Morgan was our president, chief executive
officer, treasurer, chief financial officer and the sole member of the board of
directors. Robert Wayne Morgan was a private investor and had no experience in
surveying, exploration, and excavation activities or any direct training or
experience in those areas.

      CHRISTOPHER A. WILSON. Mr. Wilson has been President, Chief Financial
Officer, Secretary and a director of the Company since May 5, 2008. He is
currently a partner in the law firm of Wilson, Haglund & Paulsen, P.C., a
general corporate and securities practice firm he founded in 2003, which is
located in Irvine, California. Prior to that time, since 2001, Mr. Wilson was
general counsel for Stagecoach Properties Co. LLC., a real estate development
firm in Newport Beach, California. From 1999 to 2001, Mr. Wilson was a partner
in the Orange County corporate department of the law firm of Pillsbury Winthrop
LLP, located in Costa Mesa, California. From August 1991 to 1999 Mr. Wilson was
a founding partner in the securities boutique firm of Jeffers, Wilson, Shaff &
Falk LLP. From 1987 to 1991 Mr. Wilson was an associate attorney at the law firm
of O'Melveny & Myers in its Los Angeles Capital Markets Group. Mr. Wilson
obtained his B.A. degree in International Relations with minors in French and
economics from Brigham Young University in 1985. Mr. Wilson obtained his Juris
Doctorate degree magna cum laude and Order of the Coif from Brigham Young
University in 1987, where he was also the executive editor of the BYU Law
Review.

      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.

                                       15
<PAGE>

      HERBERT N. WHITNEY. Mr. Whitney was appointed as a director of the Company
on May 29, 2008. From 1966 through 2006, Mr. Whitney spent forty years at CITGO
Petroleum Corporation ("CITGO") in positions of increasing general management
responsibility. From 2004 through 2006, Mr. Whitney was the General Manager of
CITGO's Marine Transportation and Logistics Division. From 2002 through 2004,
Mr. Whitney was the General Manager of CITGO's Supply Planning and
Administration Division. From 1998 to 2002, Mr. Whitney was the General Manager
of CITGO's Product Supply, Distribution, Trading and Commercial/Aviation Sales
division. From 1993 through 1998, Mr. Whitney was the General Manager of CITGO's
Operations and Crude Oil Supply division. From 1985 through 1998, Mr. Whitney
was the President of CITGO Pipeline Company. Mr. Whitney served on the Board of
Directors of Colonial Pipeline Company from 1987 until 2006, and was Chairman of
the Board of Colonial from 1996 through 2003. Mr. Whitney holds a B.S. degree in
Civil Engineering from Kansas State University.

CONFLICTS OF INTEREST

      At the present time, we are not aware of any conflicts of interest
involving any of our officers or directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

      To our knowledge, during the past five years, no present or former
director or executive officer of our company: (1) filed a petition under the
federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal
agent or similar officer appointed by a court for the business or present of
such a person, or any partnership in which he was a general partner at or within
two yeas before the time of such filing, or any corporation or business
association of which he was an executive officer within two years before the
time of such filing; (2) was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations and other minor
offenses); (3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise
limiting the following activities: (i) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity; (ii)engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.

CORPORATE GOVERNANCE: AUDIT, COMPENSATION & NOMINATING COMMITTEES.

      We have a separately-designated audit committee of the board, however, the
entire board has been appointed to serve on the audit committee. As a result,
audit committee functions are performed by our board of directors. One of our
directors, Herbert N. Whitney, is deemed independent. All other directors also
hold positions as our officers. In addition, Christopher A. Wilson is a partner
in Wilson, Haglund & Paulsen, P.C., which rendered legal services to our
company. Our board of directors is responsible for: (1) selection and oversight
of our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; (3) establishing procedures for the confidential,
anonymous submission by our employees of concerns regarding accounting and
auditing matters; (4) engaging outside advisors; and, (5) funding for the
outside auditory and any outside advisors engagement by the board of directors.
We have no Compensation or Nominating committees.

AUDIT COMMITTEE FINANCIAL EXPERT

      None of our directors or officers has the qualifications or experience to
be considered a financial expert. We plan to identify and appoint a financial
expert to our board of directors during the next fiscal year. No qualified
candidates have been identified and there can be no assurance that we can
attract and retain an independent director to act as our qualified financial
expert.

                                       16
<PAGE>

DISCLOSURE COMMITTEE AND CHARTER

      We have a disclosure committee and disclosure committee charter. Our
disclosure committee is comprised of all of our officers and directors. The
purpose of the committee is to provide assistance to the Chief Executive Officer
and the Chief Financial Officer in fulfilling their responsibilities regarding
the identification and disclosure of material information about us and the
accuracy, completeness and timeliness of our financial reports.

CODE OF ETHICS

      We have adopted a corporate code of ethics that applies to our principal
executive and principal financial officer. Our code of ethics is designed to
deter wrongdoing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of code violations; and
provide accountability for adherence to the code. Copies of our code of ethics
may be obtained, free of charge, by sending a request in writing to: 4006
Highway 44, Garyville, LA 70076.

SECTION 16(A)

      Based solely upon a review of Forms 3, 4 and 5 furnished by us under Rule
16a-3(d) of the Securities Exchange Act of 1934, we are not aware of any
individual who failed to file a required report on a timely basis required by
Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year
ended March 31, 2008.

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth all compensation awarded to, earned by, or
paid to our named executive officer for each of the Company's last two completed
fiscal years. This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other compensation, if
any.

<TABLE>

                                               EXECUTIVE OFFICER COMPENSATION TABLE

                                                                         NON-      NONQUALIFIED
                                                                        EQUITY       DEFERRED      ALL
NAME                                                                  INCENTIVE      COMPENSA-    OTHER
AND                                                STOCK    OPTION       PLAN          TION       COMPEN-
PRINCIPAL                        SALARY   BONUS    AWARDS   AWARDS   COMPENSATION    EARNINGS     SATION    TOTAL
POSITION                 YEAR    (US$)    (US$)    (US$)     (US$)      (US$)          (US$)      (US$)     (US$)
(A)                       (B)     (C)      (D)      (E)       (F)        (G)            (H)        (I)       (J)
---------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>
Robert Wayne Morgan      2007      0        0        0         0          0              0          0         0
President                2006      0        0        0         0          0              0          0         0
</TABLE>

      We have not paid any salaries during the fiscal year ended March 31, 2008.
Subsequent to March 31, 2008, we have engaged executive officers and employees
and have agreed to pay salaries under written employment agreements. See
"Subsequent Events" under Item 1 above.

      As of March 31, 2008, there were no stock option plans, retirement,
pension, or profit sharing plans for the benefit of our officers and directors
other than described herein. After March 31, 2008, we adopted the 2008 Incentive
Plan and issued a number of shares and options thereunder. See "Subsequent
Events" under Item 1 above.

COMPENSATION OF DIRECTORS

      During the fiscal year ended March 31, 2008, our directors did not receive
any compensation for serving as members on the board of directors.

                                       17
<PAGE>
<TABLE>

                                                  DIRECTOR'S COMPENSATION TABLE

                            FEES
                           EARNED                                          NONQUALIFIED
                             OR                            NON-EQUITY        DEFERRED
                          PAID IN    STOCK     OPTION    INCENTIVE PLAN    COMPENSATION     ALL OTHER
                            CASH     AWARDS    AWARDS     COMPENSATION       EARNINGS      COMPENSATION     TOTAL
NAME                       (US$)     (US$)     (US$)          (US$)           (US$)            (US$)        (US$)
(A)                         (B)       (C)       (D)            (E)             (F)              (G)          (H)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>
Robert Wayne Morgan        2008        0         0              0               0                0            0
</TABLE>

On May 5, 2008 we entered into one services agreement with Christopher A. Wilson
for his services as a director. Under the terms of the services agreement, we
pay Mr. Wilson $2,500 per month plus agreed to grant Mr. Wilson the right to
purchase 100,000 shares of common stock for a purchase price of $0.001 per share
and to grant Mr. Wilson options to purchase 20,000 shares of common stock for an
exercise price of $2.00 per share.

LONG-TERM INCENTIVE PLAN AWARDS

      We do not have any long-term incentive plans that provide compensation
intended to serve as incentive for performance.

EMPLOYMENT CONTRACTS

      As of March 31, 2008, we had not entered into employment contracts with
any of our officers. On May 8, 2008, May 14, 2008 and June 1, 2008 we entered
into employment agreements with Michael D. Suder, Dale T. Chatagnier and Frank
Marrocco, respectively. For a description of the employment agreements, see
"Subsequent Events--Employees" under Item 1 above.

INDEMNIFICATION

      Under our Bylaws, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in our best
interest. We may advance expenses incurred in defending a proceeding. To the
extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, we must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.

      Regarding indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under Nevada law, we
are informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of the date of this annual report, the
total number of shares owned beneficially by each of our directors, officers and
key employees, individually and as a group, and the present owners of 5% or more
of our total outstanding shares. The stockholders listed below have direct
ownership of their shares and possesses sole voting and dispositive power with
respect to the shares. Unless otherwise listed below, the address for each
shareholder is 4006 Highway 44, Garyville, Louisiana 70076.

NAME AND ADDRESS                      NUMBER OF             PERCENTAGE OF
BENEFICIAL OWNERSHIP                   SHARES                 OWNERSHIP
------------------------------------------------------------------------------

Michael D. Suder (1)                  480,690**                 1.93%

Dale T. Chatagnier (2)                120,173**                    *

Frank Marrocco (3)                    120,173**                    *

Christopher A. Wilson (4)             120,000                      *
2 Park Plaza, Suite 450
Irvine, CA 92614

Herbert N. Whitney                          0                      0

All Officers and Directors            841,036                   3.30%
as a Group (5 persons)

* Less than one percent
**Shares vest on the date that is six months from the date of commencement of
employment, so long as the holder is an employee on such date.

(1)   Excludes options to purchase 1,321,898 shares of common stock at an
      exercise price of $2.00 per share, which options vest over the term of Mr.
      Suder's five-year employment agreement. None of the options are currently
      exercisable.
(2)   Excludes options to purchase 480,690 shares of common stock at an exercise
      price of $2.60 per share, which options vest over the term of Mr.
      Chatagnier's five-year employment agreement. None of the options are
      currently exercisable.
(3)   Excludes options to purchase 480,690 shares of common stock at an exercise
      price of $3.77 per share, which options vest over the term of Mr.
      Marrocco's five-year employment agreement. None of the options are
      currently exercisable.
(4)   Includes options to purchase 20,000 shares at an exercise price of $2.00.

                                       18
<PAGE>

CHANGES IN CONTROL

      To the knowledge of management, there are no present arrangements or
pledges of securities of the Company, which may result in a change in control of
the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Mr. Robert Wayne Morgan, our president and sole director until May 5,
2008, has not received anything of value, directly or indirectly, from us and
since that date we have not received and will not receive any assets, services
or other consideration from Mr. Robert Wayne Morgan.

      In March 2004, we issued a total of 5,000,000 shares of restricted common
stock to Robert Wayne Morgan, our sole officer and director, in consideration of
$5,000. This was accounted for as a purchase of common stock.

      In March 2004, Mr. Robert Wayne Morgan loaned us $14,452 to pay for the
cost of staking the property, for legal fees connected with our incorporation.

      Subsequent to the end of the fiscal year, we entered into service
agreements or employment agreements with certain of our officers and directors,
pursuant to which we agreed to pay certain fees or salaries and issue or grant
shares of common stock and/or options to purchase common stock. See "Subsequent
Events" under Item 1 above.

ITEM 13. EXHIBITS

EXHIBITS

EXHIBIT NO.    DOCUMENT DESCRIPTION
--------------------------------------------------------------------------------
3.1            Amended and Restated Articles of Incorporation of the Company,
               effective as of March 18, 2008 (1)

3.2            Bylaws (2)

4.1            Specimen Stock Certificate (2)

4.2            Blackwater Midstream Corp. 2008 Incentive Plan(1)

4.3            Form of Award Agreement for Incentive Stock Options(1)

4.4            Form of Award Agreement for Nonqualified Stock Options(1)

4.5            Form of Restricted Stock Agreement(1)

4.6             Nonqualified Stock Option Agreement with Michael D. Suder

4.7            Restricted Share Agreement with Michael D. Suder

4.8            Nonqualified Stock Option Agreement with Dale T. Chatagnier

4.9            Restricted Share Agreement with Dale T. Chatagnier

4.10           Nonqualified Stock Option Agreement with Frank Marrocco

4.11           Restricted Share Agreement with Frank Marrocco

4.12           Nonqualified Stock Option Agreement with Christopher A. Wilson


                                       19
<PAGE>

4.13           Restricted Share Agreement with Christopher A. Wilson

10.1           James Gang Mining Claim (2)

10.2           Services Agreement, dated as of May 5, 2008, by and between the
               Company and Christopher A. Wilson (3)

10.3           Employment Agreement with Michael D. Suder

10.4           Employment Agreement with Dale T. Chatagnier

10.5           Employment Agreement with Frank Marrocco

10.6           Membership Interest Purchase and Sale Agreement with Safeland
               Storage, LLC

10.7           Purchase and Sale Agreement with Safeland Storage, LLC

14.1           Code of Ethics (4)

31.1           Certification of Principal Executive Officer pursuant to Rule
               13a-14 and Rule 15d-14(a), promulgated under the Securities and
               Exchange Act of 1934, as amended.

31.2           Certification of Principal Financial Officer pursuant to Rule
               13a-14 and Rule 15d-14(a), promulgated under the Securities and
               Exchange Act of 1934, as amended.

32.1           Certification of Chief Executive Officer pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

32.2           Certification of Chief Financial Officer pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

99.1           Audit Committee Charter (4)

99.2           Disclosure Committee Charter (4)

(1) Incorporated by reference from the Registrant's registration statement on
Form S-8 filed with the Securities and Exchange Commission on July 10, 2008.

(2) Incorporated herein by reference from the Registrant's Form SB-2
Registration Statement filed with the Securities and Exchange Commission, SEC
file #333-116229 on June 7, 2004. Such exhibits are incorporated herein by
reference pursuant to Rule 12b-32.

(3) Incorporated by reference from the Registrants Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 6, 2008.

(4) Incorporated herein by reference from the Registrant's Form 10-KSB
Registration Statement filed with the Securities and Exchange Commission, SEC
file #333-116229 on June 30, 2005. Such exhibits are incorporated herein by
reference pursuant to Rule 12b-32.

                                       20
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) AUDIT FEES

      The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for our audit of
annual financial statements and review of financial statements included in our
Form 10-QSBs or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was:

      2008      $   2,500 STS Partners LLP, Chartered Accountants
      2008      $   7,790 Telford, Sadovnick, Certified Public Accountants
      2007      $  11,600 Telford, Sadovnick, Certified Public Accountants

(2) AUDIT-RELATED FEES

      The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountants that are reasonably
related to the performance of the audit or review of our financial statements
and are not reported in the preceding paragraph:

      2008      $  -0- Telford, Sadovnick, Certified Public Accountants
      2007      $  -0- Telford, Sadovnick, Certified Public Accountants

(3) TAX FEES

      The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was:

      2008      $  -0- Telford, Sadovnick, Certified Public Accountants
      2007      $  -0- Telford, Sadovnick, Certified Public Accountants

(4) ALL OTHER FEES

      The aggregate fees billed in each of the last two fiscal yeas for the
products and services provided by the principal accountant, other than the
services reported in paragraphs (1), (2), and (3) was:

      2008      $ -0- Telford, Sadovnick, Certified Public Accountants
      2007      $ -0- Telford, Sadovnick, Certified Public Accountants

      (5) Our audit committee's pre-approval policies and procedures described
in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit
committee pre-approve all accounting related activities prior to the performance
of any services by any accountant or auditor.

      (6) The percentage of hours expended on the principal accountant's
engagement to audit our financial statements for the most recent fiscal year
that were attributed to work performed by persons other than the principal
accountant's full time, permanent employees was 0%.

                                       21
<PAGE>

                                   SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 15th day of July
2008.


                                        BLACKWATER MIDSTREAM CORP.


                                        By: /S/ MICHAEL D. SUDER
                                            --------------------
                                            Michael D. Suder
                                            Chief Executive Officer


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

Name                                     Title                        Date
--------------------------------------------------------------------------------

/S/ MICHAEL D. SUDER          Chief Executive Officer and        July  15, 2008
--------------------          Director
Michael D. Suder


/S/ CHRISTOPHER A. WILSON     Chief Financial Officer,           July 15, 2008
-------------------------     President, Secretary and
Christopher A. Wilson         Director


/S/ HERBERT N. WHITNEY        Director                           July 15, 2008
----------------------
Herbert N. Whitney


                                       22
<PAGE>







                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)


                              FINANCIAL STATEMENTS


                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)




                                      F-1

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
BLACKWATER MIDSTREAM CORP.
(FORMERLY LAYCOR VENTURES CORP.)
(an Exploration Stage Company)


We have audited the accompanying Balance Sheet of BLACKWATER MIDSTREAM CORP.
(formerly Laycor Ventures Inc.) (the Company) (an Exploration Stage Company) as
of March 31, 2008 and the related Statements of Operations, Stockholders' Equity
(Deficiency) and Cash Flows for the year then ended, and for the period from
inception on March 23, 2004 to March 31, 2008. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits and the report of the other auditors provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BLACKWATER MIDSTREAM CORP.
(formerly Laycor Ventures Corp.) (an Exploration Stage Company) as of March 31,
2008, and the results of its operations and its cash flows for year then ended,
and for the period from inception on March 23, 2004 to March 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As described in note 1 to the financial
statements, the Company's operating losses raise substantial doubt about its
ability to continue as a going concern, unless the Company attains profitable
operation and/or obtain additional financing. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


                                                   /s/ STS PARTNERS, LLP

                                                       STS PARTNERS LLP
                                                     CHARTERED ACCOUNTANTS

Vancouver, British Columbia
July 15, 2008


                                      F-2
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
BLACKWATER MIDSTREAM CORP.
(FORMERLY LAYCOR VENTURES CORP.)
(an Exploration Stage Company)


We have audited the accompanying Balance Sheet of BLACKWATER MIDSTREAM CORP.
(formerly Laycor Ventures Inc.) (the "Company") (an Exploration Stage Company)
as of March 31, 2007 and the related Statements of Operations, Stockholders'
Equity (Deficiency) and Cash Flows for the year then ended, and for the period
from inception on March 23, 2004 to March 31, 2007. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits and the report of the other auditors provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BLACKWATER MIDSTREAM CORP.
(formerly Laycor Ventures Corp.) (an Exploration Stage Company) as of March 31,
2007, and the results of its operations and its cash flows for year then ended,
and for the period from inception on March 23, 2004 to March 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As described in note 1 to the financial
statements, the Company's operating losses raise substantial doubt about its
ability to continue as a going concern, unless the Company attains profitable
operation and/or obtain additional financing. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


                                              /s/ TELFORD SADOVNICK, P.L.L.C.

                                                  TELFORD SADOVNICK, P.L.L.C.

                                                 CERTIFIED PUBLIC ACCOUNTANTS

Bellingham, Washington
June 28, 2007


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                             BLACKWATER MIDSTREAM CORP.
                                          (FORMERLY LAYCOR VENTURES CORP.)
                                           (AN EXPLORATION STAGE COMPANY)

                                                   BALANCE SHEETS
                                              (STATED IN U.S. DOLLARS)

-------------------------------------------------------------------------------------------------------------------
                                                                                              MARCH 31
                                                                                      2008                2007
                                                                                ----------------   ----------------
<S>                                                                              <C>                <C>
ASSETS

CURRENT
   Cash and cash equivalents                                                     $        3,574     $       32,045
   Prepaid expenses                                                                       1,898                  -
                                                                                ----------------   ----------------

                                                                                 $        5,472     $       32,045
                                                                                ================   ================

LIABILITIES

CURRENT
   Accounts payable and accrued liabilities                                      $        7,942     $        7,500
                                                                                ----------------   ----------------

STOCKHOLDERS' (DEFICIENCY) EQUITY

SHARE CAPITAL
Authorized:
   200,000,000 common shares with a par value of $0.001 per share
   20,000,000 "blank check" preferred shares, issuable in one or more series.
Issued:
   24,034,500 common shares at March 31, 2008 and 2007                                   24,035              8,012

ADDITIONAL PAID-IN CAPITAL                                                              131,540            147,563

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE                                       (158,045)          (131,030)
                                                                                ----------------   ----------------
                                                                                         (2,470)            24,545
                                                                                ----------------   ----------------

                                                                                 $        5,472     $       32,045
                                                                                ================   ================

Approved on behalf of the Board:



------------------------------------------------                   ------------------------------------------------
                   Director                                                              Director


                      The accompanying notes are an integral part of the financial statements.

                                                       F-4
<PAGE>

                                            BLACKWATER MIDSTREAM CORP.
                                         (FORMERLY LAYCOR VENTURES CORP.)
                                          (AN EXPLORATION STAGE COMPANY)

                                             STATEMENTS OF OPERATIONS
                                             (STATED IN U.S. DOLLARS)

----------------------------------------------------------------------------------------------------------------
                                                                                                   CUMULATIVE
                                                                                                  PERIOD FROM
                                                                                                   INCEPTION
                                                                                                    MARCH 23
                                                                       YEARS ENDED                  2004 TO
                                                                         MARCH 31                   MARCH 31
                                                                2008              2007                2008
                                                         -----------------  -----------------  -----------------

REVENUE                                                   $             -    $             -    $             -
                                                         -----------------  -----------------  -----------------

EXPENSES
   Automobile expenses                                                  -                  -                 42
   Consulting                                                           -              2,500              5,500
   Filing fees                                                          -                205              4,000
   General and administrative                                         732                200              1,557
   Interest and bank charges                                          129                109                495
   Mineral property acquisition and exploration                     1,505                  -             44,503
   Office expenses                                                      -                  -                 65
   Professional fees                                               24,157             26,770            100,395
   Promotion and entertainment                                          -                  -                954
   Travel                                                           1,358                  -              5,165
                                                         -----------------  -----------------  -----------------
                                                                   27,881             29,784            162,676
                                                         -----------------  -----------------  -----------------

LOSS BEFORE OTHER INCOME                                          (27,881)           (29,784)          (162,676)

OTHER INCOME                                                          866              1,694              4,631
                                                         -----------------  -----------------  -----------------

NET LOSS FOR THE PERIOD                                   $       (27,015)   $       (28,090)   $      (158,045)
                                                         =================  =================  =================


BASIC AND DILUTED LOSS PER COMMON
   SHARE                                                  $         (0.00)   $         (0.00)
                                                         =================  =================


WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                          10,250,330          8,011,500
                                                         =================  =================



                     The accompanying notes are an integral part of the financial statements.

                                                       F-5
<PAGE>

                                            BLACKWATER MIDSTREAM CORP.
                                         (FORMERLY LAYCOR VENTURES CORP.)
                                          (AN EXPLORATION STAGE COMPANY)

                                             STATEMENTS OF CASH FLOWS
                                             (STATED IN U.S. DOLLARS)

----------------------------------------------------------------------------------------------------------------
                                                                                                   CUMULATIVE
                                                                                                  PERIOD FROM
                                                                                                   INCEPTION
                                                                                                    MARCH 23
                                                                       YEARS ENDED                  2004 TO
                                                                         MARCH 31                   MARCH 31
                                                                2008              2007                2008
                                                         -----------------  -----------------  -----------------

CASH FLOW PROVIDED BY (USED IN):

OPERATING ACTIVITIES
   Net loss for the period                                $       (27,015)   $       (28,090)   $      (158,045)

   Changes in non-cash working capital items:
       Prepaid expenses                                            (1,898)                 -             (1,898)
       Accounts payable and accrued liabilities                       442            (19,648)             7,942
                                                         -----------------  -----------------  -----------------
                                                                  (28,471)           (47,738)          (152,001)
                                                         -----------------  -----------------  -----------------

FINANCING ACTIVITY
   Issue of capital stock                                               -                  -            155,575
                                                         -----------------  -----------------  -----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   FOR THE PERIOD                                                 (28,471)           (47,738)             3,574

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                                   32,045             79,783                  -
                                                         -----------------  -----------------  -----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                  $         3,574    $        32,045    $         3,574
                                                         =================  =================  =================

CASH AND CASH EQUIVALENTS ARE COMPRISED OF:
   Cash                                                   $         3,574    $         1,914
   Short term deposit                                                   -             30,131
                                                         -----------------  -----------------

                                                          $         3,574    $        32,045
                                                         =================  =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid                                          $             -    $             -    $             -
   Income taxes paid                                      $             -    $             -    $             -
                                                         =================  =================  =================

NON-CASH FINANCING ACTIVITY:
   Stock dividend                                         $        16,023    $             -    $        16,023
                                                         =================  =================  =================


                     The accompanying notes are an integral part of the financial statements.

                                                         F-6
<PAGE>

                                                     BLACKWATER MIDSTREAM CORP.
                                                  (FORMERLY LAYCOR VENTURES CORP.)
                                                   (AN EXPLORATION STAGE COMPANY)

                                           STATEMENT OF STOCKHOLDERS' (DEFICIENCY) EQUITY

                                      PERIOD FROM INCEPTION, MARCH 23, 2004, TO MARCH 31, 2008
                                                      (STATED IN U.S. DOLLARS)

------------------------------------------------------------------------------------------------------------------------------------

                                                        COMMON STOCK
                            --------------------------------------------------------------------     DEFICIT
                                 NUMBER                                                             ACCUMULATED
                                   OF                         ADDITIONAL       SUBSCRIPTIONS        DURING THE
                                 COMMON          PAR           PAID-IN            RECEIVED          EXPLORATION
                                 SHARES         VALUE          CAPITAL          (RECEIVABLE)           STAGE              TOTAL
                            --------------- -------------- ---------------- -------------------- ------------------- ---------------

Beginning balance, March
  23, 2004                               -   $          -   $            -   $                -   $               -   $           -

Shares issued for cash at
  $0.001                         5,000,000          5,000                -                    -                   -           5,000
Net loss for the period                  -              -                -                    -             (14,452)        (14,452)
                            --------------- -------------- ---------------- -------------------- ------------------- ---------------

Balance, March 31, 2004          5,000,000          5,000                -                    -             (14,452)         (9,452)

Share subscriptions
  received                               -              -                -              150,475                   -         150,475
Net loss for the year                    -              -                -                    -             (22,075)        (22,075)
                            --------------- -------------- ---------------- -------------------- ------------------- ---------------

Balance, March 31, 2005          5,000,000          5,000                -              150,475             (36,527)        118,948

Shares issued for
  cash at $0.05                  3,011,500          3,012          147,563             (150,475)                  -             100
Net loss for the
  year                                   -              -                -                    -             (66,413)        (66,413)
                            --------------- -------------- ---------------- -------------------- ------------------- ---------------

Balance, March 31
  2006                           8,011,500          8,012          147,563                    -            (102,940)         52,635

Net loss for the
  year                                   -              -                -                    -             (28,090)        (28,090)
                            --------------- -------------- ---------------- -------------------- ------------------- ---------------

Balance, March 31
  2007                           8,011,500          8,012          147,563                    -            (131,030)         24,545

Stock dividend, at $0.001       16,023,000         16,023          (16,023)                   -                   -               -

Net loss for the
  year                                   -              -                -                    -             (27,015)        (27,015)
                            --------------- -------------- ---------------- -------------------- ------------------- ---------------

Balance, March 31
  2008                          24,034,500   $     24,035   $      131,540   $                -   $        (158,045)  $      (2,470)
                            =============== ============== ================ ==================== =================== ===============

                              The accompanying notes are an integral part of the financial statements.

                                                                 F-7
</TABLE>

<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

1.    OPERATIONS AND GOING CONCERN

      Organization

      The Company was incorporated in the State of Nevada, U.S.A., on March 23,
      2004. The year end of the Company is March 31. On March 18, 2008, the
      Company changed its name to Blackwater Midstream Corp. from Laycor
      Ventures Corp.

      Exploration Stage Activities

      The Company has been in the exploration stage since its formation and has
      not yet realized any revenues from its planned operations. It is primarily
      engaged in the acquisition and exploration of mining claims. Upon location
      of a commercial minable reserve, the Company expects to actively prepare
      the site for its extraction and enter a development stage.

      Going Concern

      The accompanying financial statements have been prepared assuming the
      Company will continue as a going concern. As shown in the accompanying
      financial statements, the Company has incurred a net loss of $158,045 for
      the period from March 23, 2004 (inception) to March 31, 2008, and has no
      revenue. The future of the Company is dependent upon its ability to obtain
      financing and upon future profitable operations from the development of
      its mineral properties. Management has plans to seek additional capital
      through a private placement and public offering of its common stock. The
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded assets, or the amounts of
      and classification of liabilities that might be necessary in the event the
      Company cannot continue in existence.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The financial statements of the Company have been prepared in accordance
      with generally accepted accounting principles in the United States.
      Because a precise determination of many assets and liabilities is
      dependent upon future events, the preparation of financial statements for
      a period necessarily involves the use of estimates which have been made
      using careful judgement.

                                       F-8
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      The financial statements have, in management's opinion, been properly
      prepared within reasonable limits of materiality and within the framework
      of the significant accounting policies summarized below:

      a)    Cash and Cash Equivalents

            The Company considers all highly liquid debt instruments purchased
            with maturity of three months or less to be cash equivalents. Cash
            consists of cash on deposit with a bank. The Company places its cash
            with a high quality financial institution and, to date, has not
            experienced losses on any of its balances.

      b)    Exploration Stage Enterprise

            The Company's financial statements are prepared using the accrual
            method of accounting and according to the provisions of Statement of
            Financial Accounting Standards No. 7 ("SFAS 7"), "Accounting and
            Reporting for Development Stage Enterprises," as it devotes
            substantially all of its efforts to acquiring and exploring mineral
            properties. Until such properties are acquired and developed, the
            Company will continue to prepare its financial statements and
            related disclosures in accordance with entities in the exploration
            stage

      c)    Mineral Rights

            The Company capitalizes acquisition and option costs of mineral
            property rights. The amount capitalized represents fair value at the
            time the mineral rights were acquired. The accumulated costs of
            acquisition for properties that are developed to the stage of
            commercial production will be amortized using the unit-of-production
            method.

      d)    Exploration Costs

            Mineral exploration costs are expensed as incurred.

      e)    Use of Estimates

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and assumptions that affect the reported amounts of assets and
            liabilities, and disclosure of contingent assets and liabilities at
            the date of the financial statements, and the reported amounts of
            revenues and expenses for the reporting period. Actual results could
            differ from these estimates.


                                      F-9
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      f)    Foreign Currency Translation

            The Company's functional and reporting currency is the U.S. dollar.
            Transactions in foreign currency are translated into U.S. dollars as
            follows:

            i)    monetary items at the rate prevailing at the balance sheet
                  date;
            ii)   non-monetary items at the historical exchange rate;
            iii)  revenue and expense at the average rate in effect during the
                  applicable accounting period.

      g)    Income Taxes

            The Company has adopted guidance established in Financial Accounting
            Standards Board ("FASB") Statement of Financial Accounting Standards
            ("SFAS") No. 109 - "Accounting for Income taxes" ("SFAS 109"). This
            standard requires the use of an asset and liability approach for
            financial accounting, and reporting on income taxes. If it is more
            likely than not that some portion or all of a deferred tax asset
            will not be realized, a valuation allowance is recognized.

      h)    Asset Impairment

            Long-lived assets are tested for recoverability whenever events or
            changes in circumstances indicate the carrying amount may not be
            recoverable, pursuant to guidance established in Statement of
            Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for
            the Impairment or Disposal of Long-lived Assets". The Company
            determines impairment by comparing the undiscounted future cash
            flows estimated to be generated by its assets to their respective
            carrying amounts. If impairment is deemed to exist, the assets will
            be written down to fair value.


                                      F-10
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      i)    Asset Retirement Obligations

            The Company has adopted Statement of Financial Accounting Standards
            No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations",
            which requires that an asset retirement obligation ("ARO")
            associated with the retirement of a tangible long-lived asset be
            recognized as a liability in the period in which it is incurred and
            becomes determinable, with an offsetting increase in the carrying
            amount of the associated asset. The cost of the tangible asset,
            including the initially recognized ARO, is depleted, such that the
            cost of the ARO is recognized over the useful life of the asset. The
            ARO is recorded at fair value, and accretion expense is recognized
            over time as the discounted liability is accreted to its expected
            settlement value. The fair value of the ARO is measured using
            expected future cash flow, discounted at the Company's
            credit-adjusted risk-free interest rate. To date, no significant
            asset retirement obligation exists due to the early stage of
            exploration. Accordingly, no liability has been recorded.

      j)    Basic and Diluted Loss Per Share

            In accordance with SFAS No. 128 - "Earnings Per Share", the basic
            loss per common share is computed by dividing net loss available to
            common stockholders by the weighted average number of common shares
            outstanding. Diluted loss per common share is computed similar to
            basic loss per common share except that the denominator is increased
            to include the number of additional common shares that would have
            been outstanding if the potential common shares had been issued and
            if the additional common shares were dilutive. At March 31, 2008,
            the Company has no stock equivalents that were anti-dilutive and
            excluded in the earnings per share computation.

      k)    Regulatory Matters

            The Company and its mineral property interest is subject to a
            variety of federal and state regulations governing land use, health,
            safety and environmental matters. The Company's management believes
            it has been in substantial compliance with all such regulations, and
            is unaware of any pending action or proceeding relating to
            regulatory matters that would affect the financial position of the
            Company


                                      F-11
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      l)    Environmental Protection and Reclamation Costs

            The operations of the Company have been, and may in the future be
            affected from time to time in varying degrees by changes in
            environmental regulations, including those for future removal and
            site restorations costs. Both the likelihood of new regulations and
            their overall effect upon the Company may vary from region to region
            and are not predictable.

            Environmental expenditures that relate to ongoing environmental and
            reclamation programs are charged against Statements of Operations as
            incurred or capitalized and amortized depending upon their future
            economic benefits. The Company does not currently anticipate any
            material capital expenditures for environmental control facilities
            because its property holding is at an early stage of exploration

      m)    Financial Instruments

            The Company's financial instruments consist of cash and cash
            equivalents, and accounts payable and accrued liabilities.

            It is management's opinion that the Company is not exposed to
            significant interest or credit risks arising from these financial
            instruments. The fair value of these financial instruments
            approximates their carrying values.

      n)    Comprehensive Income

            The Company has adopted SFAS No. 130 ("SFAS 130"), "Reporting
            Comprehensive Income", which establishes standards for reporting and
            display of comprehensive income, its components and accumulated
            balances. When applicable, the Company would disclose this
            information on its Statement of Stockholders' Equity. Comprehensive
            income comprises equity except those resulting from investments by
            owners and distributions to owners.



                                      F-12
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

3.    RECENT ACCOUNTING PRONOUNCEMENTS

      a)    In December 2007, the FASB issued SFAS No. 160, Noncontrolling
            Interest in Consolidated Financial Statements, an amendment of ARB
            No. 51 ("SFAS No. 160"), which will change the accounting and
            reporting for minority interests, which will be recharacterized as
            noncontrolling interests and classified as a component of equity
            within the consolidated balance sheets. SFAS No. 160 is effective as
            of the beginning of an entity's first fiscal year beginning on or
            after December 15, 2008. Earlier adoption is prohibited. Management
            has not determined the effect that adopting this statement would
            have on the Company's financial position or results of operations.

      b)    In December 2007, the FASB issued SFAS No. 141 (Revised 2007),
            Business Combinations ("SFAS No. 141R"). SFAS No. 141R will change
            the accounting for business combinations. Under SFAS No. 141R, an
            acquiring entity will be required to recognize all the assets
            acquired and liabilities assumed in a transaction at the
            acquisition-date fair value with limited exceptions. SFAS No. 141R
            will change the accounting treatment and disclosure for certain
            specific items in a business combination. SFAS No. 141R applies
            prospectively to business combinations for which the acquisition
            date is on or after the beginning of the entity's first annual
            reporting period beginning on or after December 15, 2008.
            Accordingly, any business combinations completed by the Company
            prior to December 1, 2009 will be recorded and disclosed following
            existing GAAP. Management has not determined the effect that
            adopting this statement would have on the Company's financial
            position or results of operations.

      c)    In December 2007, the Securities and Exchange Commission issued
            Staff Accounting Bulletin No. 110 ("SAB 110"). SAB 110 expresses SEC
            staff views regarding the use of a "simplified" method, as discussed
            in SAB No. 107 ("SAB 107"), in developing an estimate of expected
            term of "plain vanilla" share options in accordance with Statement
            of Financial Accounting Standards No. 123 (revised 2004),
            SHARE-BASED PAYMENTS. SAB 110 allows a company to extend the use of
            the simplified method for grants issued beyond December 31, 2007.
            The Company has not determined whether or not it will elect to use
            the simplified method of calculating expected term beyond March 31,
            2008.


                                      F-13
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

3.    RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

      d)    In March 2008, the FASB issued Statement No. 161, Disclosures about
            Derivative Instruments and Hedging Activities, an amendment of FASB
            Statement No. 133, Accounting for Derivative Instruments and Hedging
            Activities. FASB Statement No. 161 changes the disclosure
            requirements for derivative instruments and hedging activities.
            Entities are required to provide enhanced disclosures about (i) how
            and why an entity uses derivative instruments, (ii) how derivative
            instruments and related hedged items are accounted for under FASB
            Statement No. 133, Accounting for Derivative Instruments and Hedging
            Activities, and its related interpretations and (iii) how derivative
            instruments and related hedged items affect an entity's financial
            position, results of operations, and cash flows. FASB Statement No.
            161 is effective for financial statements issued for fiscal years
            and interim periods beginning after November 15, 2008, with early
            application permitted. FASB Statement No. 161 permits, but does not
            require, comparative disclosures for earlier periods at initial
            adoption. We have not yet commenced evaluating the potential impact,
            if any, of the adoption of FASB Statement No. 161 on our
            consolidated financial position, results of operations, cash flows
            or disclosures related to derivative instruments and hedging
            activities.

      e)    In May 2008, the FASB issued Statement No. 162, The Hierarchy of
            Generally Accepted Accounting Principles. FASB Statement No. 162
            defines the order in which accounting principles that are generally
            accepted should be followed. FASB Statement No. 162 is effective 60
            days following the SEC's approval of the Public Company Accounting
            Oversight Board ("PCAOB") amendments to AU Section 411, The Meaning
            of Present Fairly in Conformity with Generally Accepted Accounting
            Principles. We have not yet commenced evaluating the potential
            impact, if any, of the adoption of FASB Statement No. 162 on our
            consolidated financial position, results of operations and cash
            flows.

      f)    In May of 2008, FASB issued SFASB No. 163, "Accounting for Financial
            Guarantee Insurance Contracts-an interpretation of FASB Statement
            No. 60". The scope of the statement is limited to financial
            guarantee insurance (and reinsurance) contracts. The pronouncement
            is effective for fiscal years beginning after December 31, 2008. We
            do not believe this pronouncement will impact our financial
            statements.

4.    MINERAL CLAIM INTEREST

      The former President holds, on behalf of the Company, 100% interest in two
      mineral claims located in the Rock Creek area of the Greenwood Mining
      Division, British Columbia, Canada. Exploration activity of one of the
      mineral claims has been suspended due to government regulation. In fiscal
      year 2005, the Company spent $40,000 on the exploration of the Rock Creek,
      BC Project.


                                      F-14
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

5.    SHARE CAPITAL

      Authorized:

      In January 2008, the Company increased the number of authorized capital
      stock of the corporation from 200,000,000 shares to 220,000,000 shares
      consisting of 200,000,000 shares of common stock, par value $0.001 and
      20,000,000 shares of preferred stock, par value $0.001

      Issued:

      In March 2004, the Company issued 5,000,000 common shares at $0.001 per
      share, for cash proceeds of $5,000.

      In April 2005, the Company issued 3,011,500 common shares at $0.05 per
      share, for cash proceeds of $150,575.

      In February 2008, the Company issued 16,023,000 common shares as a result
      of a common stock dividend. This was recorded at par value of $0.001 per
      share.

6.    COMMITMENTS AND CONTRACTUAL OBLIGATIONS

      The Company has no significant commitments or contractual obligations with
      any parties respecting executive compensation, consulting arrangements or
      other matters.




                                      F-15
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

7.    INCOME TAXES

      The provision for income taxes differs from the result which would be
      obtained by applying the statutory income tax rate of 35% (2007 - 35%) to
      income before income taxes. The difference results from the following
      items:

                                                        2008           2007
                                                   -------------- --------------

      Computed expected (benefit of) income taxes   $     (9,200)  $     (9,600)
      Increase in valuation allowance                      9,200          9,600
                                                   -------------- --------------

      Income tax provision                          $          -   $          -
                                                   ============== ==============

      Significant components of the Company's deferred income tax assets are as
      follows:

                                                        2008           2007
                                                   -------------- --------------

      Operating loss carry forward                  $    113,542   $     88,032
      Mineral property acquisition and exploration
          expense                                         44,503         42,998
                                                   -------------- --------------
                                                         158,045        131,030
                                                   -------------- --------------

      Statutory tax rate                                 35%           35%
                                                   -------------- --------------

      Deferred income tax assets                          53,800         44,600
      Valuation allowance                                (53,800)       (44,600)
                                                   -------------- --------------

      Net deferred tax assets                       $          -   $          -
                                                   ============== ==============

      The Company has incurred operating losses of approximately $113,542 which,
      if unutilized, will expire through to 2028. Subject to certain
      restrictions, the Company has mineral property expenditures of $44,503
      available to reduce future taxable income. Future tax benefits, which may
      arise as a result of these losses, have not been recognized in these
      financial statements, and have been offset by a valuation allowance.


                                      F-16
<PAGE>

                           BLACKWATER MIDSTREAM CORP.
                        (FORMERLY LAYCOR VENTURES CORP.)
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007
                            (STATED IN U.S. DOLLARS)

7.    INCOME TAXES (Continued)

                                                                   EXPIRATION
                                                                    DATE OF
                                                                   INCOME TAX
                                                                    OPERATING
                                                     NET           LOSS CARRY
                                                     LOSS           FORWARDS
                                               --------------  -----------------

      2004                                      $     12,572          2024
      2005                                            20,957          2025
      2006                                            26,413          2026
      2007                                            28,090          2027
      2008                                            25,510          2028
                                               --------------

      Total income tax operating loss
        carry forwards.                         $    113,542
                                               ==============

8.    SUBSEQUENT EVENTS

      a)    The Company has changed its business objective to become an
            independent developer of fuel and chemical storage facilities. On
            June 27, 2008, the Company abandoned its mining claim in British
            Columbia, Canada, with no further costs or obligations to the
            Company. The decision to abandon the claim was based upon an
            independent geologist's report indicating that it is unlikely that
            the claim contains enough volume of mineralized materials to form an
            economic body of mineralization.

      b)    On June 26, 2008, the Company entered into a Purchase Agreement with
            an unrelated Louisiana limited liability company, and purchased a 7%
            interest (comprising 70,000 class A units) in this company for a
            purchase price of $1.5 million. Concurrently, on June 26, 2008, the
            Company entered into a Property Purchase Agreement with the
            Louisiana company for the purchase of 435 acres of land in St. John
            the Baptist Parish, Louisiana, for a purchase price of $20,500,000.
            The closing of this agreement is to take place within 120 days from
            June 26, 2008.

      c)    In May 2008, the Company entered into services and employment
            agreements with new directors and officers for management services.
            The terms of these agreements range from one to five years. Minimum
            cumulative cash remuneration will be $792,500 per year. Non-cash
            remuneration includes the granting of 50,000 shares of common stock
            and 3,124,314 stock options to purchase common shares, with exercise
            prices ranging from $0.001 to $3.77. The vesting periods range from
            May 2008 through to 2013.

      d)    In June and July 2008, the Company offered for sale a private
            placement of shares of common stock at a price of $2.00 per share.
            As of July 14, 2008, the Company received aggregate gross cash
            proceeds of approximately $2,975,000. The Company expects to close
            the offering on or about July 31, 2008. Commissions, paid and to be
            paid, consist of a cash payment of 10% of the gross proceeds and
            shares of common stock equal to 4% of the number of shares to be
            issued to investors in the offering.


                                      F-17