Mail Stop 4628

                                                            August 14, 2018


Christopher Williams
Chief Executive Officer
CW Petroleum Corp
23501 Cinco Ranch Blvd., Ste H120 - #32
Katy, TX 77494

       Re:    CW Petroleum Corp
              Amendment No. 1 to Offering Statement on Form 1-A
              Filed August 3, 2018
              File No. 024-10846

Dear Mr. Williams:

       We have reviewed your amended offering statement and have the following
comments.
In some of our comments, we may ask you to provide us with information so we
may better
understand your disclosure.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our July 3, 2018
letter.

Use of Proceeds, page 12

1.     In response to prior comment 1, you removed the reference to "reducing
existing debt"
       and now list the reduction "of existing accrued expenses relating to
operations
       ($500,000)." At page 5, you continue to suggest that you will use the
proceeds to reduce
       your debt. Please revise to reconcile these disclosures. Also quantify
in this section the
       amount to be used for accrued officer compensation. We note the related
entry in the
       consolidated balance sheet at page 36.
 Christopher Williams
CW Petroleum Corp
August 14, 2018
Page 2

Directors, Executive Officers, Promoters and Control Persons, page 24

Committees of the Board of Directors, page 26

2.     Please revise to explain your assertion that you have no independent
directors in light of
       the biographical sketch that you provide for Mr. Roda at page 24.

Exhibits

3.     We reissue prior comment 8 in part. Please obtain and file a revised
legality opinion
       which also covers the shares being offered by the selling shareholders.
The only change
       reflected in the opinion you filed with the amended Form 1-A was to
update the date it
       was issued.

Closing Comments

        You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Advisor,
at (202) 551-3844 or, in her absence, Timothy S. Levenberg, Special Counsel, at
(202) 551-3707
with any other questions.


                                                            Sincerely,

                                                            /s/ John Reynolds

                                                            John Reynolds
                                                            Assistant Director
                                                            Office of Natural
Resources



cc:    Morgan E. Petitti, Esq.