CWPE / CW Petroleum Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2025 CW PETROLEUM CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2025 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State of other jurisdiction of incorporation or organization (I.R.S. Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2024 CW PETROLEUM CORP (Exact name of issuer a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2024 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 23501

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2024 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State of other jurisdiction of incorporation or organization (I.R.S. Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2023 CW PETROLEUM CORP (Exact name of issuer a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2023 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 23501

VIA EDGAR

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.

AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT

Exhibit 6.8 AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment”) to the Employment Agreement dated effective December 31, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Graham Williams, an individual residing in Texas and CFO of the Company (the “Executive”), on the other hand. The Company and the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2023 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State of other jurisdiction of incorporation or organization (I.R.S. Employe

AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT

Exhibit 6.4 AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment”) to the Employment Agreement dated effective December 31, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Christopher Williams, an individual residing in Texas and CEO of the Company (the “Executive”), on the other hand. The Company an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2022 CW PETROLEUM CORP (Exact name of issuer a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2022 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 23501

As filed with the Securities and Exchange Commission on January 11, 2023.

As filed with the Securities and Exchange Commission on January 11, 2023. Registration No. 333-265369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Wyoming 5172 20-2765559 (State or other jurisdiction of

Amendment No. 2 to Employment Agreement with Graham Williams

Exhibit 10.9 AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment”) to the Employment Agreement dated effective December 31, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Graham Williams, an individual residing in Texas and CFO of the Company (the “Executive”), on the other hand. The Company and th

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Equity Units, each consisting of one share of Common Stock, par value $0.

Amendment No. 2 to Employment Agreement with Christopher Williams

Exhibit 10.5 AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment”) to the Employment Agreement dated effective December 31, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Christopher Williams, an individual residing in Texas and CEO of the Company (the “Executive”), on the other hand. The Company a

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Equity Units, each consisting of one share of Common Stock, par value $0.

Amendment to Articles of Incorporation Dated December 6, 2022

EX-3.8 11 ex3-8.htm Exhibit 3.8

As filed with the Securities and Exchange Commission on December 16, 2022.

As filed with the Securities and Exchange Commission on December 16, 2022. Registration No. 333-265369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Wyoming 5172 20-2765559 (State or other jurisdiction o

Form of Representative’s Warrant (included in Exhibit 1.1)

Exhibit 1.1 UNDERWRITING AGREEMENT between CW PETROLEUM CORP and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE UNDERWRITERS 1 TABLE OF CONTENTS Page Section 1. Purchase and Sale of Units and Over-Allotment Option 3 Section 2. Representations and Warranties of the Company 5 Section 3 Covenants of the Company 18 Section 4 Conditions of Underwriters? Obligations 24 Sectio

Amendment to Articles of Incorporation Filed December 6, 2022

Exhibit 3.7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA

1-SA 1 form1-sa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2022 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State of other jurisdiction of incorporation or organiza

As filed with the Securities and Exchange Commission on September 13, 2022.

As filed with the Securities and Exchange Commission on September 13, 2022. Registration No. 333-265369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Wyoming 5172 20-2765559 (State or other jurisdiction

As filed with the Securities and Exchange Commission on August 26, 2022.

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on August 26, 2022. Registration No. 333-265369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Wyoming 5172 20-2765559 (State or o

Form of Warrant Agreement #2

Exhibit 4.5 COMMON STOCK PURCHASE WARRANT CW PETROLEUM CORP Warrant Shares: [●] Initial Exercise Date: [●], 20[●] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initia

Form of Warrant Agreement #1

EX-4.4 5 ex4-4.htm Exhibit 4.4 COMMON STOCK PURCHASE WARRANT CW PETROLEUM CORP Warrant Shares: [●] Initial Exercise Date: [●], 20[●] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

As filed with the Securities and Exchange Commission on August 25, 2022.

As filed with the Securities and Exchange Commission on August 25, 2022. Registration No. 333-265369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Wyoming 5172 20-2765559 (State or other jurisdiction of

Form of Warrant Agent Agreement

EX-4.2 4 ex4-2.htm Exhibit 4.2 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [ ], 2022 (the “Issuance Date”) between CW Petroleum Corp, a company incorporated under the laws of the State of Wyoming (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agre

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Equity Units, each consisting of one share of Common Stock, par value $0.

Form of Representative’s Warrant (included in Exhibit 1.1)

Exhibit 1.1 UNDERWRITING AGREEMENT between CW PETROLEUM CORP and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE UNDERWRITERS 1 TABLE OF CONTENTS Page Section 1. Purchase and Sale of Units and Over-Allotment Option 3 Section 2. Representations and Warranties of the Company 5 Section 3 Covenants of the Company 18 Section 4 Conditions of Underwriters’ Obligations 24 Sectio

Amendment to Articles of Incorporation Filed August 16, 2022

Exhibit 3.6

Specimen Stock Certificate of CW Petroleum Corp’s Common Stock

EX-4.1 8 ex4-1.htm Exhibit 4.1

As filed with the Securities and Exchange Commission on August 2, 2022.

As filed with the Securities and Exchange Commission on August 2, 2022. Registration No. 333-265369 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Wyoming 5172 20-2765559 (State or other jurisdiction of i

Consent of Director Nominee (Edward Gaiennie)

EX-99.6 24 ex99-6.htm Exhibit 99.6 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of CW Petroleum Corp, a Wyoming corporation (the “Company”), and to all other references to me, in the Company’s Registration Statement on Form S-1 (File N

Compensation Committee Charter

Exhibit 99.2 COMPENSATION CHARTER OF CW PETROLEUM CORP There shall be a Committee of the Board of Directors (the “Board”) of CW Petroleum Corp (the “Company”), to be known as the Compensation Committee (“Committee”), with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of Committee The principal purpose of the Committee of the Board is to approve, administer a

Amendment to Articles of Incorporation Filed July 26, 2022

Exhibit 3.5

Non-Competition, Non-Solicitation and Confidentiality Agreement with Christopher Williams

EX-10.5 13 ex10-5.htm Exhibit 10.5 NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT This Non-Competition, Non-Solicitation and Confidentiality Agreement (this “Agreement”) is made and entered into by and between CW Petroleum Corp, a Wyoming corporation, and its subsidiaries (the “Company”), and Christopher Williams, an individual residing in Texas (the “Executive”) entered into as o

Employment Agreement with Christopher Williams

?? Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of June 6, 2022, by and between CW Petroleum Corp, a Wyoming corporation (the ?Company?), and Christopher Williams (the ?Executive?). This Agreement will become effective immediately on the date after completion by the Company of an initial public offering (such date, the ?Commencement Dat

Corporate Governance and Nominating Committee Charter

Exhibit 99.3 CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER OF CW PETROLEUM CORP There shall be a Committee of the Board of Directors (the ?Board?) of CW Petroleum Corp (the ?Company?), to be known as the Corporate Governance & Nominating Committee (?Committee?), with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of Committee The Committee is a committe

Form of Warrant Agency Agreement

Exhibit 4.2 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this ?Warrant Agreement?), dated as of [ ], 2022 (the ?Issuance Date?) between CW Petroleum Corp, a company incorporated under the laws of the State of Wyoming (the ?Company?), and Transfer Online, Inc. (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated [ ],

Amendment to Articles of Incorporation Filed June 13, 2022

Exhibit 3.3

Consent of Director Nominee (Tommy Myrick)

Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of CW Petroleum Corp, a Wyoming corporation (the “Company”), and to all other references to me, in the Company’s Registration Statement on Form S-1 (File No. 333-265369) filed w

Audit Committee Charter

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF CW PETROLEUM CORP There shall be a Committee of the Board of Directors (the “Board”) of CW Petroleum Corp (the “Company”), to be known as the Audit Committee (“Committee”), with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. The primary purpose of the Committee is to assist the Board in fulfilling its

Non-Competition, Non-Solicitation and Confidentiality Agreement with Graham Williams

Exhibit 10.8 NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT This Non-Competition, Non-Solicitation and Confidentiality Agreement (this “Agreement”) is made and entered into by and between CW Petroleum Corp, a Wyoming corporation, and its subsidiaries (the “Company”), and Graham Williams, an individual residing in Texas (the “Executive”) entered into as of July 20, 2022, (the “Effe

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CW PETROLEUM CORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(6) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Units, each consisting of one share of Common Stock, par value $0.

Form of Representative’s Warrant (included in Exhibit 1.1)

Exhibit 1.1 UNDERWRITING AGREEMENT between CW PETROLEUM CORP and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE UNDERWRITERS 1 TABLE OF CONTENTS Page Section 1. Purchase and Sale of Units and Over-Allotment Option 3 Section 2. Representations and Warranties of the Company 5 Section 3 Covenants of the Company 18 Section 4 Conditions of Underwriters’ Obligations 24 Sectio

Amendment No. 1 to Employment Agreement with Graham Williams

Exhibit 10.7 AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (this “Amendment”) to the Employment Agreement dated effective July 20, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Graham Williams, an individual residing in Texas and CFO of the Company (the “Executive”), on the other hand. The Company and the Ex

Employment Agreement with Graham Williams

Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of July 20, 2022, by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), and Graham Williams (the “Executive”). This Agreement will become effective immediately on the date after completion by the Company of an initial public offering (such date, the “Commencement Date”); pr

Amendment No. 1 to Employment Agreement with Christopher Williams

Exhibit 10.4 AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (this “Amendment”) to the Employment Agreement dated effective June 6, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Christopher Williams, an individual residing in Texas and CEO of the Company (the “Executive”), on the other hand. The Company and th

Consent of Director Nominee (Myra Luinastra)

Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of CW Petroleum Corp, a Wyoming corporation (the “Company”), and to all other references to me, in the Company’s Registration Statement on Form S-1 (File No. 333-265369) filed w

Wyoming Articles of Exchange

EX-3.8 6 ex3-8.htm Exhibit 3.8

Amendment to Articles of Incorporation Filed June 28, 2022

Exhibit 3.4

Texas Articles of Exchange

Exhibit 3.9

Exchange Agreement with Christopher Williams

Exhibit 10.9 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of June 14, 2022 (the “Effective Date”), by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), and Christopher Williams, an individual residing in Texas (the “Stockholder”). The Company and the Stockholder shall individually be referred to herein as a “Party” and, collective

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES CW PETROLEUM CORP CW Petroleum Corp, a Wyoming corporation, has the following subsidiaries: 1. CW Petroleum Corp, a Texas corporation (wholly-owned).

Filing Fee Table

EX-FILING FEES 7 ex107.htm Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CW PETROLEUM CORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type (1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rat

Form of Warrant Agreement

Exhibit 4.4 COMMON STOCK PURCHASE WARRANT CW PETROLEUM CORP Warrant Shares: [?] Initial Exercise Date: [?], 20[?] THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, [?] or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initia

Consulting Agreement Dated September 1, 2019 with Greg Roda

Exhibit 10.2

Form of Representative’s Warrant (included in Exhibit 1.1)

Exhibit 1.1 UNDERWRITING AGREEMENT between CW PETROLEUM CORP and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE UNDERWRITERS Page 1 of 66 TABLE OF CONTENTS Page Section 1. Purchase and Sale of Units and Over-Allotment Option 3 Section 2. Representations and Warranties of the Company 5 Section 3 Covenants of the Company 19 Section 4 Conditions of Underwriters? Obligation

As filed with the Securities and Exchange Commission on June 2, 2022.

As filed with the Securities and Exchange Commission on June 2, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CW Petroleum Corp (Exact Name of Registrant as Specified in its Charter) Wyoming 5172 20-2765559 (State or other jurisdiction of incorporation or organization) (Primary St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2021 CW PETROLEUM CORP (Exact name of issuer a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2021 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 2717

Certificate of Designation for Series A Preferred Stock

Exhibit 2.4

2021 Stock Incentive Plan

Exhibit 99.1

CW PETROLEUM CORP 66,666,666 SHARES OF COMMON STOCK $0.48 PER SHARE

Filed Pursuant to Rule 253(g)(2) File No. 024-11446 CW PETROLEUM CORP $32,000,000 66,666,666 SHARES OF COMMON STOCK $0.48 PER SHARE This Post-Qualification Offering Circular Supplement No. 3 (the “Supplement”) supplements the offering circular of CW Petroleum Corp., dated March 25, 2021, as qualified on March 15, 2021, and as may be amended and supplemented from time to time (the “Offering Circula

CW PETROLEUM CORP 66,666,666 SHARES OF COMMON STOCK $0.60 PER SHARE

253G2 1 form253g2.htm Filed Pursuant to Rule 253(g)(2) File No. 024-11446 CW PETROLEUM CORP $40,000,000 66,666,666 SHARES OF COMMON STOCK $0.60 PER SHARE This Post-Qualification Offering Circular Supplement No. 2 (the “Supplement”) supplements the offering circular of CW Petroleum Corp., dated March 25, 2021, as qualified on March 15, 2021, and as may be amended and supplemented from time to time

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA

1-SA 1 form1-sa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA [X] SEMIANNUAL REPORT PURSUANT TO REGULATION A or [] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2021 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State of other jurisdiction of incorporation or organ

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended: December 31, 2020 CW PETROLEUM CORP. (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 2350

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253G1 1 form253g1.htm Filed Pursuant to Rule 253(g)(1) File No. 024-11446 CW PETROLEUM CORP $50,000,000 66,666,666 SHARES OF COMMON STOCK $0.75 PER SHARE This is the offering of securities of CW Petroleum Corp, a Wyoming corporation (the “Company,” “CW,” “we,” “our” and “us”). We are offering for sale a total of 66,666,666 shares of our Common Stock at a fixed price of $0.75 per share (the “Shares

BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984

CORRESP 1 filename1.htm BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984 [email protected] Brian Higley Attorney at Law Licensed in Utah March 3, 2021 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Washington, DC 20549 Re: CW Petroleum Corp. Offering Statement on Form 1-A Filed on February 9, 2021 File

BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984

CORRESP 1 filename1.htm BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984 [email protected] Brian Higley Attorney at Law Licensed in Utah March 2, 2021 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Washington, DC 20549 Re: CW Petroleum Corp. Offering Statement on Form 1-A Filed on February 9, 2021 File

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Exhibit 12.1 BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984 [email protected] Brian Higley Attorney at Law Licensed in Utah February 9, 2021 Board of Directors CW Petroleum Corp. 23501 Cinco Ranch Blvd. Suite H120 Katy, TX 77494 To Whom it May Concern: I have acted, at your request, as outside securities counsel to CW Petroleum Corp., a Wyoming co

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Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion by reference in this Registration Statement on Form 1-A of our report, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, dated April 21, 2020, relating to the audits of the financial statements of CW Petroleum Corp., appearing in the Annual Repo

Amendment to Articles of Incorporation

Exhibit 2.2

Subscription Agreement

Exhibit 4.1 CW PETROLEUM CORP Subscription Agreement 1. Investment: The undersigned (“Buyer”) subscribes for Shares of Common Stock of CW PETROLEUM CORP at $1.00 per share. Total subscription price ($1.00 times number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: CW PETROLEUM CORP 2. Investor information: Name: SSN/FEIN: Address: City:State:Zip: Email Address: Business Phone: Home Phone: 3. Type

Articles of Incorporation

Exhibit 2.1

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PART II AND III 2 partiiandiii.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5172 Primary Standard Ind

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1-SA 1 form1-sa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [X] SEMIANNUAL REPORT PURSUANT TO REGULATION A or [ ] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2020 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State or other jurisdiction of incorporation or organ

CWPE / CW Petroleum Corporation PART II - -

PART II Item 1. Business CW was founded as a Texas corporation by Christopher Williams and began operations in 2011. It reincorporated in Wyoming as a C corporation in April 2018. CW supplies and distributes Biodiesel, Biodiesel Blends, Ultra Low Sulfur Diesel and Gasoline Blends to distributors and end-users. It intends on being involved in blending fuels and selling directly to consumers using f

CWPE / CW Petroleum Corporation 253G4 - -

253G4 1 form253g4.htm Filed Pursuant to Rule 253(g)(4) File No. 024-10846 Offering Circular dated October 15, 2019 OFFERING CIRCULAR 12,995,000 SHARES OF COMMON STOCK CW PETROLEUM CORP Common Stock This is the initial public offering of securities of CW Petroleum Corp, a Wyoming corporation (the “Company,” “CW,” “we,” “our” and “us”). We are offering for sale a total of 10,000,000 shares of its co

CWPE / CW Petroleum Corporation CORRESP - -

October 10, 2019 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.

CWPE / CW Petroleum Corporation EX1A-2A CHARTER - -

CWPE / CW Petroleum Corporation EX1A-11 CONSENT - -

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form 1-A of our report dated April 29, 2019 relating to the financial statements of CW Petroleum Corp, appearing in the Prospectus, which is a part of such Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.

CWPE / CW Petroleum Corporation EX1A-12 OPN CNSL - -

Exhibits 12.1 and 23.2 MORGAN E. PETITTI ATTORNEY AT LAW 118 W. STREETSBORO ROAD SUITE 317 HUDSON, OHIO 44236 TELEPHONE: 330. 697.8548 FACSIMILE: 234.380.5282 E-Mail: [email protected] September 26, 2019 CW Petroleum Corp. 5919 Hawthorne Garden Way Katy, Texas 77494 Re : Form 1-A Regulation A Offering Statement Post-Qualification Amendment 1 To Whom It May Concern: I have been requested by CW P

CWPE / CW Petroleum Corporation EX1A-4 SUBS AGMT - -

Code of Ethics

CWPE / CW Petroleum Corporation PART II AND III - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A, POST-QUALIFICATION AMENDMENT 1 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Primary Standard Industrial

CWPE / CW Petroleum Corporation EX1A-2B BYLAWS - -

BYLAWS OF CW PETROLEUM CORP A WYOMING CORPORATION TABLE OF CONTENTS PAGE ARTICLE I OFFICES 1 Section 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA

1-SA 1 form1-sa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [X] SEMIANNUAL REPORT PURSUANT TO REGULATION A or [ ] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2019 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State or other jurisdiction of incorporation or organ

PART II

PART II Item 1. Business CW was founded as a Texas corporation by Christopher Williams and began operations in 2011. It reincorporated in Wyoming as a C corporation in April 2018. CW supplies and distributes Biodiesel, Biodiesel Blends, Ultra Low Sulfur Diesel and Gasoline Blends to distributors and end-users. It intends on being involved in blending fuels and selling directly to consumers using f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [X] SEMIANNUAL REPORT PURSUANT TO REGULATION A or [ ] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2018 CW PETROLEUM CORP (Exact name of issuer as specified in its charter) Wyoming 20-2765559 State or other jurisdiction of incorporation or organization (I.R.S. Empl

October 1, 2018

CORRESP 1 filename1.htm October 1, 2018 United States Securities and Exchange Commission Division of Corporation Finance Office of Information Technology, Filer Support 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar Re: CW Petroleum Corp Offering Statement on Form 1-A Filed on September 10, 2018 File No. 024-10846 Acceleration Request Requested Date: October 4, 2018 Requested

LEGAL OPINION AND CONSENT

23501 Cinco Ranch Blvd Suite H120 -#325 Katy, TX 77494

September 10, 2018 John Reynolds Assistant Director Office of Natural Resources U.

CW PETROLEUM CORP Subscription Agreement

Exhibit 4.1 CW PETROLEUM CORP Subscription Agreement 1.Investment: The undersigned (?Buyer?) subscribes for Shares of Common Stock of CW PETROLEUM CORP at $1.50 per share. Total subscription price ($1.50 times number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: CW PETROLEUM CORP 2.Investor information: Name (type or print) SSN/EIN/Taxpayer I.D. E-Mail address: Address Joint Name (type or print)

CW PETROLEUM CORP CODE OF BUSINESS CONDUCT AND ETHICS

EXHIBIT 15.1 CW PETROLEUM CORP CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees, officers and directors of CW Petroleum Corp (the "Company"). All of our officers, directors and employees must conduct

ARTICLES OF AMENDMENT

Exhibit 2.1 Articles of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A, AMENDMENT 4 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A, AMENDMENT 4 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Primary Standard Industrial Classification Code

ARTICLES OF INCORPORATION

Exhibit 2.1 Articles of Incorporation

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 Auditor's Consent Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Form 1-A of our report dated May 11, 2018, of CW Petroleum Corp. relating to the audit of the financial statements for the period ending December 31, 2017 and 2016 and the reference to our firm under the caption “Experts” in the R

LEGAL OPINION AND CONSENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A, AMENDMENT 3 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A, AMENDMENT 3 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Primary Standard Industrial Classification Code

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A, AMENDMENT 2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A, AMENDMENT 2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Primary Standard Industrial Classification Code

LEGAL OPINION AND CONSENT

23501 Cinco Ranch Blvd Suite H120 -#325 Katy, TX 77494

CORRESP 1 filename1.htm August 20, 2018 John Reynolds Assistant Director Office of Natural Resources U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re:CW Petroleum Corp Offering Statement on Form 1-A, Amendment No. 2 File No.: 024-10846 Dear Mr. Reynolds: Enclosed is Amendment Two to the above Offering Statement. The changes in this Amendment have been made in re

ARTICLES OF INCORPORATION

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form 1-A of our report dated May 11, 2018 relating to the financial statements of CW Petroleum Corp, appearing in the Prospectus, which is a part of such Registration Statement, and to the reference to us under the heading ?Experts? in such Prospectus. /s/ M&K CPAS, PLLC M&

CW PETROLEUM CORP Subscription Agreement

Exhibit 4.1 CW PETROLEUM CORP Subscription Agreement 1.Investment: The undersigned (?Buyer?) subscribes for Shares of Common Stock of CW PETROLEUM CORP at $1.50 per share. Total subscription price ($1.50 times number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: CW PETROLEUM CORP 2.Investor information: Name (type or print) SSN/EIN/Taxpayer I.D. E-Mail address: Address Joint Name (type or print)

23501 Cinco Ranch Blvd Ste H120 - #325 Katy TX 77494

CORRESP 1 filename1.htm August 3, 2018 John Reynolds Assistant Director Office of Natural Resources U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re:CW Petroleum Corp Offering Statement on Form 1-A, Amendment No. 1 File No.: 024-10846 Dear Mr. Reynolds: Enclosed is Amendment One to the above Offering Statement. The changes in this Amendment have been made in res

August 3, 2018

Exhibits 12.1 and 11.2 August 3, 2018 CW Petroleum Corp. 5919 Hawthorne Garden Way Katy, Texas 77494 Re:Form 1-A Regulation A Offering Statement To Whom It May Concern: I have been requested by CW Petroleum Corp., a Wyoming corporation (the ?Company?), to render my opinion in connection with certain matters pertaining to the Regulation A Offering Statement on Form 1-A (the ?Offering Statement?) fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A , AMENDMENT 1 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A , AMENDMENT 1 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Primary Standard Industrial Classification Cod

AMENDED ARTICLES

CW PETROLEUM CORP CODE OF BUSINESS CONDUCT AND ETHICS

EXHIBIT 15.1 CW PETROLEUM CORP CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees, officers and directors of CW Petroleum Corp (the "Company"). All of our officers, directors and employees must conduct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559 (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CW PETROLEUM CORP (Exact name of registrant as specified in its charter) Wyoming 20-2765559 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Primary Standard Industrial Classification Code Number 5172

May 16, 2018

Exhibits 12.1 and 11.2 May 16, 2018 CW Petroleum Corp. 5919 Hawthorne Garden Way Katy, Texas 77494 Re:Form 1-A Regulation A Offering Statement To Whom It May Concern: I have been requested by CW Petroleum Corp., a Wyoming corporation (the ?Company?), to render my opinion in connection with certain matters pertaining to the Regulation A Offering Statement on Form 1-A (the ?Offering Statement?) file

CW PETROLEUM CORP Subscription Agreement

Exhibit 4.1 CW PETROLEUM CORP Subscription Agreement 1.Investment: The undersigned (?Buyer?) subscribes for Shares of Common Stock of CW PETROLEUM CORP at $1.50 per share. Total subscription price ($1.50 times number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: CW PETROLEUM CORP 2.Investor information: Name (type or print) SSN/EIN/Taxpayer I.D. E-Mail address: Address Joint Name (type or print)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form 1-A of our report dated May 11, 2018 relating to the financial statements of CW Petroleum Corp, appearing in the Prospectus, which is a part of such Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus. /s/ M&K CPAS, PLLC M&

CW PETROLEUM CORP CODE OF BUSINESS CONDUCT AND ETHICS

EXHIBIT 15.1 CW PETROLEUM CORP CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees, officers and directors of CW Petroleum Corp (the "Company"). All of our officers, directors and employees must conduct

ARTICLES OF INCORPORATION