(Note: CW Petroleum Corp. withdrew its plans for a NASDAQ uplisting and a public offering in a Nov. 13, 2023, letter to the SEC. The wholesale fuel distributor filed its S-1 on June 2, 2022.)

(Note: This unit offering is a NASDAQ uplisting from the OTC Market. Each unit consists of one share of common stock and two warrants, with each warrant eligible to buy one share of common stock. This is a NASDAQ listing: Proposed symbol for the stock is “CWPE” and the proposed symbol for the warrant is “CWPEF”.)

We are a wholesale distributor of non-branded, blended and non-blended diesel fuel and gasoline. Our business primarily involves sending a tank wagon or truck to a fuel rack at the regional fuel terminal that we believe is offering the best price to us on that day. Our tanker loads the fuel at the rack, blends it at a blending station, if necessary, pays the terminal the daily rack price and delivers the fuel to our customers. Our customers include independent fuel retailers (i.e., those not affiliated with the major national and international oil companies like Shell USA, Inc.), independent and chain convenience stores (such as 7-11, Inc. stores) that also sell gasoline and diesel fuel, marinas that sell diesel and gasoline to power boat owners and fuel distributors that deliver to their own customers. For all gallons sold to our customers, we receive a per gallon rate equal to the posted rack price, less any applicable discounts, plus transportation costs, taxes and a fixed rate per gallon of fuel.

We deliver regular gasoline, diesel fuel, biodiesel, biodiesel blends, ultra-low sulfur diesel, gasoline blends, renewable gasoline, and a proprietary United States Environmental Protection Agency (“EPA”)-approved reformulated no ethanol gasoline. The non-ethanol fuel that we deliver uses isobutanol, an organic alcohol compound, in place of ethanol in reformulated gasoline markets (discussed in the paragraph below). The base formula of refined diesel fuel is not significantly different among oil refineries. There are minimum government standards that all diesel fuel must adhere to and the baseline product that flows from the refineries through a network of pipelines, such as the ones owned by Magellan Midstream Partners, LP (“Magellan”), to the fuel terminals are basically the same. Once at the terminal, the fuel is delivered to the wholesale fuel rack where it is pumped into our tanker trucks. If required by our customers, additives are pumped into the base diesel at a blending station creating a fuel “blend,” one of which is based on proprietary formula of our Company, that we market to our customers, advertising various benefits such as better fuel efficiency or being more environmentally friendly.

**Note: We will complete a 20-for-1 reverse split of our Common Stock on January 27, 2023. The purpose of the reverse stock split is to meet minimum stock price requirement of the Nasdaq Capital Market. All share numbers in this prospectus have been adjusted to give effect to this reverse split.

**Note: Revenue and net loss figures are for the 12 months that ended June 30, 2022.

(Note: CW Petroleum Corp. updated the effective date of its reverse stock split in an S-1/A fling dated Dec. 16, 2022. CW Petroleum Corp. revamped its IPO’s terms in an S-1/A filing dated Aug. 25, 2022: 3.2 million units (3,157,894 units) at $4.75 each – a change from 3.0 million units at $4.50 to $5.50 each – to raise $15.0 million. The IPO’s estimated proceeds stayed the same. Each unit consists of one share of common stock and two warrants, with each warrant to buy one share of common stock. CW Petroleum Corp. also updated its financial statements for the six months that ended June 30, 2022, according to the S-1/A filing dated Aug. 25, 2022. CW Petroleum Corp. filed its S-1 on June 2, 2022.)