UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission file number 000-51403

LAYCOR VENTURES CORP.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

1128 Quebec Street, Suite 407
Vancouver, British Columbia
Canada V6A 4E1
(Address of principal executive offices, including zip code.)

(604) 689-1453
(telephone number, including area code)

Check whether the issuer (1) 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 requirements for the last 90 days.
YES [X]  NO [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [   ]  NO [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 24,034,500 as of February 12, 2008.

PART I – FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

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The accompanying notes are an integral part of these financial statements.
F-1

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The accompanying notes are an integral part of these financial statements.
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The accompanying notes are an integral part of these financial statements.
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LAYCOR VENTURES CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)

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LAYCOR VENTURES CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)

F-5
 
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LAYCOR VENTURES CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)

F-6

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LAYCOR VENTURES CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)

F-7

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ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     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 statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

     We are an exploration stage corporation and have not generated or realized any revenues from our business operations.

     We have completed geological mapping and prospecting auger geochemical survey, rock sampling and control grid emplacement on the James Gang mineral claim.

     We have not discovered mineralized material as of the date hereof.

     We may attempt to interest other companies in the property.

     If we are unable to complete exploration because we don’t have enough money, we will cease operations until we raise more money. If we can’t or don’t raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything.

     We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

     We have not been successful at raising additional funds or finding a partner to fund our exploration but in June 2006 as a cost saving measure the James Gang Claim (BC tenure number 408850) was cancelled effective July 6, 2006. Simultaneously a new claim (BC tenure number 536686) was staked that covers the same area/ground as the "old" James Gang Claim. Another adjoining claim (BC tenure number 536980) was also staked that covers ground to the north. The claims now cover 898 acres.

     On February 5, 2007 we received a letter from the Ministry of Environment of British Columbia wherein they are proposing to designate 21 Wildlife Habitat Areas of which will overlap our mineral claim (tenure # 536686). As a result of this proposal we have decided to suspend exploration of the property. The claims are in good standing until July 6, 2008. We have asked the Ministry of Environment to reimburse us $42,998, the exploration costs we have paid to date, however as of the date hereof, we have not received a reply.

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     On June 13, 2007 we received notice from the Ministry of Environment of British Columbia that the Wildlife Habitat Area (WHA) is currently on hold until winter 2007 and could include a number of possible decisions based on new species information: proceeding with the existing boundaries, changing the boundaries or canceling the proposal. We have been informed that it is not the policy of the Ministry of Environment to provide compensation.

     In July 2007 we decided to renew our claims being (Tenures #536686 and #536980) they are now in good standing until July 06, 2008. We have not heard back from the Ministry of Environment since June 13, 2007. We were told we would hear back from the Ministry of Environment in the winter of 2007 and we are still waiting. We continue looking for other projects and have still decided to suspend exploration on the properties.

     On January 25, 2008, the Board of Directors of Laycor Ventures Corp. declared the payment of a stock dividend, approving the payment of such dividend to all of the stockholders of record of the Company as of the record date of February 7, 2008. Such stock dividend will be paid on February 8, 2008. The ex-dividend date will be February 11, 2008. Each stockholder of the Company will be entitled to receive two (2) additional shares of the Company's common stock for each one (1) share of the Company's common stock which they hold as of the record date. In connection with this stock dividend, the ownership of stockholders possessing 8,011,500 shares of the Company's Common Stock will be thereby be increased to 24,034,500 shares of common stock.

     On February 6, 2008, a change in control of Laycor Ventures Corp.occurred. Robert Wayne Morgan, the sole officer, director and majority holder (the "Selling Shareholder") of the Common Stock of the Company, sold four million, nine hundred, thirty-three thousand (4,933,000) shares to fifteen persons in a private transaction, thereby divesting the controlling interest of voting shares of the Company.

     Our Articles of Incorporation do not currently authorize the Company to issue preferred stock. Our Board and majority stockholder have approved an amendment to our articles of incorporation to authorize the issuance of 20,000,000 shares of preferred stock, par value $0.001 per share. The authorization of our Board to create and issue various series of preferred stock without additional stockholder approval will provide the Company the flexibility to seek additional capital through equity financings in a competitive environment and to use equity, rather than cash, to complete acquisitions. As of the date hereof, the Company has no commitments, arrangements or understandings with respect to the issuance of the preferred stock it is seeking to authorize.

     The Board of Directors and the holders of a majority of the outstanding shares of Common Stock have also approved an amendment to the Articles of Incorporation to change the name of the Company from "Laycor Ventures Corp." to "Blackwater Midstream Corp." The Board of Directors and the majority shareholders have determined that this amendment is advisable and should be adopted by the shareholders in that the new name will better reflect the proposed new operations of the Company.

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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 report. The mining engineer retained by us is an unrelated third party.

     We are exploring one property containing two claims. We have suspended exploration pending a resolution of the Ministry of Environment's condemnation plan.

Liquidity and Capital Resources

     As of the date of this 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 December 31, 2007, our total assets were $25,541 and our total liabilities were $11,255. We had cash and cash equivalents of $25,541.

     At December 31, 2007, we had working capital of $14,286 compared to a working capital of $39,342 at December 31, 2006.

     We have no long-term debt and do not regard long-term borrowing as a good, prospective source of financing.

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ITEM 4.      CONTROLS AND PROCEDURES.

     Evaluation of Disclosure Controls and Procedures - Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

 
PART II. OTHER INFORMATION

ITEM 2.      USE OF PROCEEDS

     On February 11, 2005, the Securities and Exchange Commission declared our Form SB-2 registration statement effective (SEC file no. 333-116229). Under the terms of our Form SB-2 registration statement, we are offering, without the assistance of an underwriter, up to a total of 4,000,000 shares of common stock on a self-underwritten basis, 2,000,000 shares minimum, 4,000,000 shares maximum. The offering price is $0.05 per share. On April 5, 2005, we completed our public offering by raising $150,575 and sold 3,011,500 shares of our common stock at an offering price of $0.05 per share. From the period February 11, 2005 to December 31, 2007, we spent the following:

 
ITEM 6.      EXHIBITS.

     The following documents are included herein:

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14^th day of February, 2008.

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EXHIBIT INDEX

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