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                                       OR

            ( ) 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 1-12108

                              GULFWEST ENERGY INC.
                              --------------------
             (Exact name of Registrant as specified in its charter)

          Texas                                                87-0444770
(State or other jurisdiction                                (IRS Employer
     of incorporation)                                       Identification No.)

480 North Sam Houston Parkway East
           Suite 300
      Houston, Texas                                             77060
(Address of principal executive offices)                      (zip code)

                                 (281) 820-1919
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the  preceding 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 past 90 days.

                                  YES X NO ____

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of the latest practicable date, May 14, 2002, was 18,492,541 shares of
Class A Common Stock, $.001 par value.

                              GULFWEST ENERGY INC.

                         FORM 10-Q FOR THE QUARTER ENDED
                                 MARCH 31, 2002

                                                                                                  Page of
                                                                                                 Form 10-Q
                                                                                                 ---------

Part I:   Financial Statements

Item 1.   Financial  Statements
          Consolidated Balance Sheets, March 31, 2002,
            and December 31, 2001                                             3
          Consolidated  Statements of Operations-for the three
            months ended March 31, 2002, and 2001                             5
          Consolidated  Statements of Cash  Flows-for  the three
            months ended March 31, 2002,  and 2001                            6
          Notes to Consolidated Financial Statements                          7

Item 2.   Management's Discussion and Analysis
            of Financial Condition and Results
            of Operations                                                     8

Part II:  Other Information

Item 4.   Submission of Matters to a Vote of Security Holders                 10

Item 6.   Exhibits and Reports on 8-K                                         10

Signatures                                                                    11

                                       2

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
-------  ---------------------

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001

                                     ASSETS

                                                                            March 31,             December 31,
                                                                              2002                    2001
                                                                           (Unaudited)              (Audited)
                                                                       --------------------    --------------------

CURRENT ASSETS:
  Cash and cash equivalents                                            $           531,407     $            689,030
  Accounts receivable - trade, net of allowance for doubtful
     accounts of -0- in 2002 and 2001                                            1,331,633                1,392,751
  Prepaid expenses                                                                 321,689                  124,081
                                                                       --------------------    --------------------
          Total current assets                                                   2,184,729                2,205,862
                                                                       --------------------    --------------------

OIL AND GAS PROPERTIES,
  using the successful efforts method of accounting                             52,262,527               52,045,178

OTHER PROPERTY AND EQUIPMENT                                                     2,390,539                2,352,166
  Less accumulated depreciation, depletion,
    and amortization                                                            (6,756,792)              (6,235,251)
                                                                       --------------------    --------------------

  Net oil and gas properties and
      other property and equipment                                              47,896,274               48,162,093
                                                                       --------------------    --------------------

OTHER ASSETS
  Deposits                                                                          37,442                   37,442
  Debt issue cost, net                                                             451,213                  506,230
                                                                       --------------------    --------------------
          Total other assets                                                       488,655                  543,672
                                                                       --------------------    --------------------

TOTAL ASSETS                                                           $        50,569,658     $         50,911,627
                                                                       ====================    ====================

The Notes to Consolidated Financial Statements are an integral part of these statements.

                                       3

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                               March 31,             December 31,
                                                                                 2002                    2001
                                                                              (Unaudited)              (Audited)
                                                                          --------------------    --------------------

CURRENT LIABILITIES
  Notes payable                                                           $          2,925,270      $        2,821,020
  Notes payable - related parties                                                       40,000                  40,000
  Current portion of long-term debt                                                  3,742,547               6,065,588
  Current portion of long-term debt - related parties                                  216,395                 222,687
  Accounts payable - trade                                                           3,842,854               3,099,399
  Accrued expenses                                                                     243,988                 243,671
                                                                          --------------------    --------------------

    Total current liabilities                                                       11,011,054              12,492,365
                                                                          --------------------    --------------------

LONG-TERM DEBT, net of current portion                                              27,940,555              26,330,589
                                                                          --------------------    --------------------

LONG-TERM DEBT, RELATED PARTIES                                                        209,771                 211,368
                                                                          --------------------    --------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                         170                     170
  Common stock                                                                         18,493                  18,493
  Additional paid-in capital                                                       28,164,712              28,164,712
  Retained deficit                                                                (16,775,097)            (16,306,070)
  Long-term     accounts    and    notes    receivable    -    related
parties,    net   of    allowance    for    doubtful    accounts    of
$740,478 in 2002         and 2001
                                                                          --------------------    --------------------

         Total stockholders' equity                                                11,408,278              11,877,305
                                                                          --------------------    --------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                      $        50,569,658     $        50,911,627
                                                                          ====================    ====================

The Notes to Consolidated Financial Statements are an integral part of these statements.

                                       4

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

                                                                              2002                   2001
                                                                       -------------------    -------------------

OPERATING REVENUES
  Oil and gas sales                                                    $         2,526,242    $         2,959,753
  Well servicing revenues                                                           12,122                  4,030
  Operating overhead and other income                                              110,509                 93,956
                                                                       -------------------    -------------------
     Total operating revenues                                                    2,648,873              3,057,739
                                                                       -------------------    -------------------

OPERATING EXPENSES
  Lease operating expenses                                                       1,376,683              1,271,683
  Cost of well servicing operations                                                 18,561                 23,612
  Depreciation, depletion and amortization                                         606,641                448,551
  General and administrative                                                       407,076                383,109
                                                                       -------------------    -------------------
     Total operating expenses                                                    2,408,961              2,126,955
                                                                       -------------------    -------------------

INCOME FROM OPERATIONS                                                             239,912                930,784
                                                                       -------------------    -------------------

OTHER INCOME AND EXPENSE
  Interest expense                                                                (691,875)              (681,117)
  Gain (loss) on sale of assets                                                     11,061                 (2,654)
                                                                       -------------------    -------------------
     Total other income and expense                                               (680,814)              (683,771)
                                                                                              -------------------

INCOME (LOSS) BEFORE INCOME TAXES                                                 (440,902)               247,013

INCOME TAXES
                                                                       -------------------    -------------------

NET INCOME (LOSS)                                                                 (440,902)               247,013

DIVIDENDS ON PREFERRED STOCK
(PAID 2002 - $28,125; 2001 - $-0-)                                                 (28,125)
                                                                       -------------------    -------------------

NET INCOME (LOSS) AVAILABLE TO COMMON
SHAREHOLDERS                                                                     (469,027)                247,013
                                                                       ===================    ===================

INCOME (LOSS) PER COMMON SHARE -
BASIC AND DILUTED                                                      $             (.03)    $               .01
                                                                       ===================    ===================

The Notes to Consolidated Financial Statements are an integral part of these statements.
                                       5

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

                                                                                     2002                  2001
                                                                              -------------------    -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                           $         (440,902)    $         247,013
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
            Depreciation, depletion, and amortization                                    606,641               448,551
            (Gain) loss on sale of assets                                                (11,061)                2,654
            (Increase) decrease in accounts receivable - trade, net                     (121,624)              435,147
            (Increase) decrease in prepaid expenses                                     (197,608)             (158,418)
            Increase     (decrease)     in    accounts     payable    and
accrued     expenses                                                                     743,772               855,907
                                                                                                     -----------------
               Cash provided by operating activities                                     579,218             1,830,854
                                                                              -------------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
            Proceeds from sale of property and equipment                                 668,247                21,423
            Purchase of property and equipment                                          (712,025)           (1,682,125)
                                                                              -------------------    -----------------
                Net cash used in investing activities                                    (43,778)           (1,660,702)
                                                                              -------------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
            Payments on debt                                                          (1,126,856)           (1,014,126)
            Proceeds from debt issuance                                                  461,918               230,000
            Debt issue cost                                                                                     (5,139)
            Dividends paid                                                               (28,125)
                                                                              -------------------    -----------------
                Net cash used in financing activities                                   (693,063)             (789,265)
                                                                              -------------------    -----------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                   (157,623)             (619,113)

CASH AND CASH EQUIVALENTS, beginning of period                                           689,030               663,032
                                                                              -------------------    -----------------

CASH AND CASH EQUIVALENTS, end of period                                      $          531,407     $          43,919
                                                                              ===================    =================

CASH PAID FOR INTEREST                                                        $          688,856     $         729,483
                                                                              ===================    =================

The Notes to Consolidated Financial Statements are an integral part of these statements.

                                       6

                      GULFWEST ENERGY INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

1.   During interim periods,  we follow the accounting policies set forth in our
     Annual  Report  on  Form  10-K  filed  with  the  Securities  and  Exchange
     Commission. Users of financial information produced for interim periods are
     encouraged  to refer to the  footnotes  contained in the Annual Report when
     reviewing interim financial results.

2.   The  accompanying   financial   statements  include  the  Company  and  its
     wholly-owned  subsidiaries:  RigWest Well Service, Inc. formed September 5,
     1996;  GulfWest  Texas Company  formed  September  23, 1996;  DutchWest Oil
     Company formed July 28, 1997;  Southeast Texas Oil and Gas Company,  L.L.C.
     acquired  September 1, 1998;  SETEX Oil and Gas Company  formed  August 11,
     1998;  GulfWest Oil & Gas Company formed February 8, 1999; LTW Pipeline
     Co. formed April 19, 1999; GulfWest  Development Company formed November 9,
     2000; and,  GulfWest Oil & Gas Company  (Louisiana) LLC formed July 31,
     2001. All material  intercompany  transactions  and balances are eliminated
     upon consolidation.

3.   In management's  opinion,  the accompanying  interim  financial  statements
     contain  all  material  adjustments,  consisting  only of normal  recurring
     adjustments  necessary  to present  fairly  the  financial  condition,  the
     results of operations,  and the cash flows of GulfWest  Energy Inc. for the
     interim periods.

4.   Non-cash Investing and Financing Activities

     During the three month period ended March 31, 2002, we acquired  $48,224 of
     other   property  and   equipment   through   notes  payable  to  financial
     institutions.  We also  acquired  $182,742 of oil  producing  properties in
     exchange of accounts receivable from a related party.

5.   We entered into an agreement with an energy lender, commencing in May 2000,
     to hedge a  portion  of our oil and gas  sales  for the  period of May 2000
     through  April  2004.  The  agreement  calls for  initial  volumes of 7,900
     barrels  of oil and  52,400  Mmbtu  of gas  per  month,  declining  monthly
     thereafter.  We entered  into a second  agreement  with the energy  lender,
     commencing  September  2001, to hedge an additional  portion of our oil and
     gas sales for the periods of September 2001 through July 2004 and September
     2001 through December 2002,  respectively.  The agreement calls for initial
     volumes  of  15,000  barrels  of oil and  50,000  Mmbtu  of gas per  month,
     declining monthly thereafter.  As a result of these agreements, we realized
     an increase in revenues of $251,200 for the three-month  period ended March
     31, 2002 and a reduction in revenues of $726,100 for the three-month period
     ended March 31, 2001, which is included in oil and gas sales.

                                       7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         ------------------------------------------------

Overview
--------

     We are engaged  primarily in the  acquisition,  development,  exploitation,
exploration  and  production  of crude  oil and  natural  gas.  Our  focus is on
increasing  production  from our existing  crude oil and natural gas  properties
through  the  further  exploitation,   development  and  optimization  of  those
properties,  and on acquiring  additional  crude oil and natural gas properties.
Our gross revenues are derived from the following sources:

     1.   Oil and gas  sales  that are  proceeds  from the sale of crude oil and
          natural gas production to midstream purchasers;

     2.   Operating  overhead  and other income that  consists of earnings  from
          operating  crude oil and  natural  gas  properties  for other  working
          interest owners, and marketing and transporting natural gas. This also
          includes earnings from other miscellaneous activities.

     3.   Well  servicing  revenues that are earnings from the operation of well
          servicing equipment under contract to third party operators.

Results of Operations
---------------------

     The factors which most  significantly  affect our results of operations are
(1) the sales price of crude oil and natural  gas,  (2) the level of total sales
volumes of crude oil and natural  gas,  (3) the level of and  interest  rates on
borrowings and, (4) the level and success of new acquisitions and development of
existing properties.

Comparative results of operations for the periods indicated are discussed below.

Three-Month  Period  Ended March 31, 2002  compared to Three Month  Period Ended
March 31, 2001.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the first quarter  decreased 15% from  $2,959,800 in 2001 to $2,526,200 in 2002.
This  was  due to oil  prices  decreasing  20% and gas  prices  decreasing  47%,
partially offset by an increase in sales volumes of 48% for oil and 12% for gas.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
increased  18% from  $94,000  in 2001 to  $110,500  in 2002.  This was due to an
increase in Other Income from natural gas gathering and marketing fees.

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased  8% from
$1,271,700  in 2001  to  $1,376,700  in  2002.  This  was  primarily  due to the
acquisition of additional  properties and increased  costs related to higher oil
and gas production.

     Depreciation, Depletion and Amortization (DD&A). DD&A increased 35%
from  $448,600 in 2001 to $606,600 in 2002,  as a result of the  acquisition  of
additional oil and gas properties.
                                       8

     General  and  Administrative   (G&A)  Expenses.  Our  G&A  expenses
increased  6% from  $383,100  in  2001  to  $407,100  in  2002  due to  expenses
associated  with an increase in the number of oil and natural gas assets that we
manage.

     Interest  Expense.  The  increase in our debt  associated  with  additional
acquisitions  and our capital  development  program from  $22,500,000 in 2001 to
$35,100,000  in 2002,  offset by the decrease in our average  interest rate from
12.1% in 2001 to 7.9% in 2002 resulted in a 2% increase in interest expense from
$681,100 in 2001 to $691,900 in 2002.

Financial Condition and Capital Resources
-----------------------------------------

     At March 31, 2002, our current  liabilities  exceeded our current assets by
$8,826,300.  We had a loss of $440,900  for the quarter  compared to a profit of
$247,000 for the period in 2001.

     During the first quarter of 2002,  we sold 78,600  barrels of crude oil and
357,600 Mcf of natural gas  compared to 53,200  barrels of crude oil and 318,100
Mcf of natural gas in the first quarter of 2001. Revenue for crude oil sales for
the quarter  was  $1,520,300  in 2002  compared  to  $1,284,200  in 2001 and for
natural gas sales was $1,006,000 in 2002 compared to $1,675,600 in 2001.

     In the year  2002,  we plan to use the  remaining  $5 million in our credit
line for the development of certain properties, including the drilling of a deep
gas well in Louisiana that is currently underway, the drilling of two horizontal
wells in our Madisonville, Texas field, and the workover of several wells in our
Grand Lake,  Louisiana field. If successful,  the increased production and sales
resulting from these development projects, along with the recent increase in oil
and gas  prices,  should  return us to  profitability.  Also this  year,  we are
proceeding  with  the sale of  certain  of our  non-core  properties  and,  when
completed, will use the proceeds to retire debt and meet a $1 million payment to
a lender due in August 2002.

     Finally, as another significant step, we have entered into discussions with
certain  investment  bankers and advisors  regarding  financial  alternatives to
support our continued  growth  through  acquisitions  and  development,  and the
restructuring of our existing debt. Our goal is to sell equity through a private
placement,  use part of the proceeds to continue our development program and the
balance to retire a portion of our existing  debt,  enabling us to refinance the
remainder.

                                       9

                           PART II. OTHER INFORMATION

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

          No matter was submitted to a vote of our security  holders  during the
          first quarter.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
-------  ---------------------------------

         (a)      Exhibits -

                  Number   Description
                           ------   -----------

                  *3.1     Articles of Incorporation of the Registrant and
                           Amendments thereto.

                  *3.2     Bylaws of the Registrant.

                  #10.1    GulfWest Oil Company 1994 Stock Option and
                           Compensation Plan, amended and restated as of
                           April 15, 1998 and approved by the shareholders on
                           May 28, 1998.
                  ---------------

                  *        Previously filed with the Company's Registration
                           Statement (on Form S-1, Reg. No. 33-53526),  filed
                           with the Commission on October 21, 1992.
                  #        Previously  filed with the  Company's  Definitive
                           Proxy  Statement  dated  April 24,  1998,  filed with
                           the Commission on April 24, 1998.

         (b)      Form 8-K -
                  None.

                                       10

                                   SIGNATURES

Pursuant to the requirements of Securities  Exchange Act of 1934, the registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                                     GULFWEST ENERGY INC.
                                                        (Registrant)

Date:  May 14, 2002                         By: /s/ Thomas R. Kaetzer
                                               Thomas R. Kaetzer
                                               President

Date:  May 14, 2002                         By: /s/ Jim C. Bigham
                                               Jim C. Bigham
                                               Executive Vice President and
                                               Secretary

Date:  May 14, 2002                         By: /s/ Richard L. Creel
                                               Richard L. Creel
                                               Vice President of Finance

                                       11
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