FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       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 OIL COMPANY
             (Exact name of Registrant as specified in its charter)

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

  397 N. Sam Houston Parkway E.
          Suite 375
        Houston, Texas                                       77060
(Address of principle 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,  November 10, 1999,  was 15,154,394
shares of Class A Common Stock, $.001 par value.


                                        1
<PAGE>

                              GULFWEST OIL COMPANY
                         FORM 10-Q FOR THE QUARTER ENDED
                               SEPTEMBER 30, 1999
<TABLE>
<CAPTION>


                                                                       Page of
                                                                      Form 10-Q
<S>                                                                  <C>

Part I:           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, September 30, 1999,
                   and December 31, 1998                                  3
                  Consolidated Statements of Operations-for the
                   three months and nine months ended September 30, 1999,
                   and 1998                                               5
                  Consolidated Statements of Cash Flows-for the nine
                    months ended September 30, 1999, and 1998             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    12

Item 5.           Other Information                                      12

Item 6.           Exhibits and Reports on 8-K                            12

Signatures                                                               13
</TABLE>


                                        2
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                     ASSETS

                                                                                             September 30,          December 31,
                                                                                                 1999                  1998
<S>                                                                                       <C>                   <C>

CURRENT ASSETS:
  Cash and cash equivalents                                                                $      442,561          $  204,307
  Accounts Receivable - trade, net of allowance for doubtful
     accounts of -0- in 1999 and 1998                                                             948,233             527,791
  Stock subscriptions receivable                                                                1,000,000
  Prepaid expenses                                                                                104,830              74,961
  Inventory                                                                                         9,513              13,925
    Total current assets                                                                        2,505,137             820,984

OIL AND GAS PROPERTIES,
 using the successful efforts method of accounting:
  Undeveloped Properties                                                                          321,073             750,628
  Developed Properties                                                                          8,874,833           7,283,205

                                                                                                9,195,906           8,033,833

OTHER PROPERTY AND EQUIPMENT                                                                    1,385,532           1,406,987
   Less accumulated depreciation, depletion,
    and amortization                                                                          (2,705,422)          (2,411,755)

    Net oil and gas properties and
      other property and equipment                                                             7,876,016            7,029,065

DEPOSITS                                                                                          27,638               17,300
INVESTMENTS                                                                                      191,478              191,478

TOTAL ASSETS                                                                             $   10,600,269            $8,058,827

</TABLE>


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

                                        3
<PAGE>

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)
<TABLE>

<CAPTION>

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                           September 30,     December 31,
                                                                                               1999              1998
<S>                                                                                      <C>               <C>

CURRENT LIABILITIES
  Notes payable                                                                            $     475,000     $    487,000
  Notes payable - related parties                                                              1,050,000          950,000
  Current portion of long-term debt                                                            4,981,879        2,972,731
  Current portion of long-term debt - related parties                                            233,032          300,914
  Accounts payable - trade                                                                     1,163,914        1,406,131
  Accrued expenses                                                                               534,169          442,617

    Total current liabilities                                                                  8,437,994        6,559,393

LONG-TERM DEBT, net of current portion                                                         1,509,703        3,120,245

LONG-TERM DEBT -  RELATED PARTIES                                                                280,149          281,126

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock                                                                                     21              130
  Common stock                                                                                    14,775            3,113
  Additional paid-in capital                                                                  17,183,027       12,763,936
  Retained deficit                                                                           (16,672,926)     (14,516,642)
  Long-term accounts and notes receivable -
    related parties, net of allowance for doubtful accounts
    of $700,230 in 1999 and 1998                                                                (152,474)        (152,474)

         Total stockholders' equity (deficit)                                                    372,423       (1,901,937)

 TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY (DEFICIT)                                                           $10,600,269       $8,058,827

</TABLE>



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

                                        4
<PAGE>
                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                           Three Months                       Nine Months
                                                                       Ended September 30,                Ended September 30,
                                                                  1999               1998            1999             1998
<S>                                                         <C>                <C>              <C>              <C>

OPERATING REVENUES
  Oil and gas sales                                           $   792,190       $   439,614        $1,365,860      $ 1,592,747
  Marketing and Transportation                                    (13,089)                             (6,599)
  Well servicing revenues                                          32,621           169,605            76,112          477,127
  Operating overhead and other income                              37,765            18,973            94,743          107,572
                                                                  849,487           628,192         1,530,116        2,177,446

  Lease operating expenses                                        411,443           403,458           894,241        1,306,767
  Cost of well servicing operations                                55,393           162,964           139,650          451,805
  Depreciation, depletion and amortization                        162,772           221,444           386,280          783,707
  General and administrative                                      406,933           341,646         1,450,869        1,125,713
                                                                1,036,541         1,129,512         2,871,040        3,667,992

LOSS FROM OPERATIONS                                             (187,054)         (501,320)       (1,340,924)      (1,490,546)

OTHER INCOME AND EXPENSE
  Interest income                                                      19             2,550               192            9,075
  Interest expense                                               (231,354)         (406,998)         (650,979)      (1,109,130)
  Gain (loss) on sale of assets                                    44,349            15,000            49,431            9,678

LOSS BEFORE INCOME TAXES                                         (374,040)         (890,768)       (1,942,280)      (2,580,923)

INCOME TAXES

NET GAIN (LOSS)                                                  (374,040)         (890,768)       (1,942,280)      (2,580,923)

DIVIDENDS ON PREFERRED STOCK
   (PAID 1999 - $0; 1998 - $94,301)                               (61,955)         ( 61,375)         (423,843)        (183,410)

NET GAIN (LOSS) AVAILABLE TO COMMON
   SHAREHOLDERS                                                $ (435,995)        $(952,143)       $2,366,123)      $2,764,333)

GAIN (LOSS) PER COMMON SHARE -
   BASIC AND DILUTED                                           $     (.04)        $    (.32)       $     (.42)      $    (1.26)

</TABLE>



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

                                        5
<PAGE>

                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                                      1999               1998
                                                                                                      ----               ----
<S>                                                                                            <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                       $(1,942,280)       $(2,580,923)
  Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
         Depreciation, depletion, and amortization                                                   386,280            783,707
         Common stock and warrants issued and charged to operations                                  224,650             22,856
         (Gain) on sale of assets                                                                    (49,431)
         (Increase) decrease in accounts receivable - trade, net                                    (420,442)           201,086
         (Increase) decrease in inventory                                                              4,412
         (Increase) decrease in prepaid expenses                                                     (29,869)           (96,887)
         Increase (decrease) in accounts payable
              and accrued expenses                                                                    36,708            831,567
         Increase (decrease) in deposits                                                             (10,338)
                  Net cash provided by (used in) operating activities                             (1,800,310)          (838,594)

CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from sale of property and equipment                                                   150,370             60,000
      Purchase of property and equipment                                                          (1,050,888)        (1,837,436)
      (Increase) in accounts and notes receivable - related party                                 ___________          (102,000)
                  Net cash used in investing activities                                             (900,518)        (1,879,436)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from sale of common stock, net                                                      2,000,000            148,872
      Payments on debt                                                                              (512,118)        (8,905,383)
      Proceeds from debt issuance                                                                  1,451,200         10,900,489
      Dividends paid                                                                               __________           (94,301)
                  Net cash provided by financing activities                                        2,939,082          2,049,677

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                     238,254           (668,353)

CASH AND CASH EQUIVALENTS, beginning of period                                                       204,307            626,519

CASH AND CASH EQUIVALENTS, end of period                                                           $ 442,561          $ (41,834)

CASH PAID FOR INTEREST                                                                             $ 376,896          $ 730,330
</TABLE>

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

                                        6
<PAGE>

                              GULFWEST OIL COMPANY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)


     1. During interim periods, GulfWest Oil Company ("the Company") follows the
accounting  policies set forth in its 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:  VanCo Well Service, Inc. ("VanCo"),  GulfWest Texas
Company ("GWT") both formed in 1996; DutchWest Oil Company("DutchWest") formed
in 1997;  Southeast  Texas Oil and Gas Company, L.L.C.("Setex LLC")  acquired
September 1, 1998;  SETEX Oil and Gas Company ("SETEX") formed August 11, 1998;
GulfWest Gas Marketing & Transportation,  Inc. ("GWG") formed February 18, 1999;
and, LTW Pipeline Co. ("LTW")  formed April 19, 1999. All material  intercompany
transactions  and balances are  eliminated  upon  consolidation.  The  financial
statements  also include the results of operations  for the first nine months of
1998 for the  Company's  former  wholly-owned  subsidiaries:  WestCo Oil Company
("WestCo"),  formed in 1995 and sold  October  1,  1998;  and  GulfWest  Permian
("GulfWest Permian") formed in 1996 and sold October 1, 1998.

     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  statements  of cash flows of GulfWest  Oil Company for the
interim periods.

4.       Non-cash Investing and Financing Activities

     During  the nine  month  period  ended  September  30,  1999,  the  Company
exchanged  equipment for the  assumption of $7,975 of debt,  converted  deferred
compensation  of $47,883 to debt,  and  converted  debt of $700,000 and accounts
payable of $10,000, along with $108,465 in accrued interest, to common stock. In
addition,  the Company  issued a note payable for  $138,757,  along with 300,000
shares of common stock valued at $150,000,  for the  acquisition  of properties.
Common stock was also issued for the exercise of warrants by converting  $21,025
in deferred compensation and the conversion of 12,165 shares of preferred stock,
plus $214,005 in unpaid  dividends,  to 6,725,781  shares of common  stock.  The
Company also entered into a subscription  agreement with a director for the sale
of 4,000,000 shares of common stock for $3,000,000, of which $2,000,000 had been
received at  September  30, 1999.  The balance of  $1,000,000  was  subsequently
received in the fourth quarter of 1999.

     During the nine month period ended September 30, 1998, the Company acquired
oil and gas  properties  through the issuance of debt totaling  $2,830,429,  and
other property and equipment through the issuance of debt totaling $130,380. The
Company  issued  1,009,424  shares of Common  Stock to retire  notes  payable of
$50,000,  current  portion of  long-term  debt - related  parties  of  $105,000,
accounts payable of  $311,500,accrued  expenses of $100,091 and long-term debt -
related parties of $1,000,000.  Additionally,  200 shares of the Company's Class
AAA Preferred  Stock,  along with accumulated and unpaid dividends in the amount
of $540,  were converted to 77,988 shares of Common Stock. On September 1, 1998,
the Company  acquired  100% of the  membership  interests  of Setex,  L.L.C.  by
issuing  4,000  shares of Series C Preferred  Stock with an  aggregate  value of
$630,134.


                                        7
<PAGE>

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


Overview

     GulfWest   is   primarily   engaged   in  the   acquisition,   development,
exploitation,  exploration and production of oil and natural gas. The Company is
focused on the  acquisition  of interests in wells and leases that are currently
producing  crude oil and natural gas and that have the  potential  for increased
production revenue and reserve value through further  exploitation,  exploration
and  development.  The Company's  gross  revenues are derived from the following
sources:

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

     2.  Marketing  and  gathering  system  revenue  consisting of income earned
through the ownership and operation of gathering  systems and  pipelines,  which
(1) gather and  transport  natural  gas for a fixed fee,  and (2)  purchase  and
resell natural gas from properties operated by other producers;

     3. Operating overhead consisting of fees earned from other Working Interest
owners for operating oil and natural gas properties; and,

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

Results of Operations

     Effective October 1, 1998, the Company sold its stock ownership in a wholly
owned subsidiary,  GulfWest Permian.  GulfWest Permian's assets included Working
Interests in certain oil properties located on approximately 5,000 acres in five
(5) fields in Pecos,  Howard,  Sterling and Lynn Counties,  Texas with estimated
Proved  Reserves of  approximately  1.26 million  barrels of oil. The properties
were  burdened by  short-term  debt of  approximately  $9  million.  The sale of
GulfWest  Permian  relieved the Company of negative  cash flow of  approximately
$75,000 per month, after payment of lease operating  expenses,  capital expenses
and interest on the debt.

     The  factors  which  most  significantly  affect the  Company's  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  September 30, 1999 compared to Three Month Period
Ended September 30, 1998.

Revenues

     Oil and Gas Sales.  Revenues  from oil and gas sales for the third  quarter
increased  80% from  $439,600  in 1998 to $792,200 in 1999.  This  increase  was
attributable  to higher sales  volumes as a result of workover  and  development
efforts  which  began in the second  quarter of 1999 and  higher  product  sales
prices. The average prices received for production during the period increased
                                        8
<PAGE>

for oil  from  $13.05  per Bbl in 1998 to  $19.07  per Bbl in 1999  and for
natural gas from an average of $1.78 per Mcf for 1998 to $2.55 per Mcf in 1999.

     Well Servicing Revenues.  Revenues from well servicing operations for third
parties  decreased 81% from $169,600 for the period in 1998 to $32,600 for 1999.
This decrease was due to management's decision to cease operating under contract
to third  parties as a result of lower demand and  increased  costs of operating
the rigs.

     Operating  Overhead  and  Other  Income.  Revenues  from the  operating  of
properties  increased  99% from $19,000 in 1998 to $37,800 in 1999,  due to fees
earned by Setex LLC for the management of third party properties.

Costs and Expenses

     Lease  Operating  Expenses.  Expenses  for  the  period  increased  2% from
$403,500 in 1998 to $411,400 in 1999. Management continues to emphasize reducing
costs and is  encouraged  by the  limited  growth in expenses  when  compared to
current production volumes.

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 66%
from $163,000 in 1998 to $55,400 in 1999, due to the reduced  utilization of the
Company's equipment under contract to third parties.

     Depreciation,  Depletion and Amortization  (DD&A).  DD&A decreased 26% from
$221,400 in 1998 to $162,800  in 1999,  due to the sale of GulfWest  Permian and
the reduction in net book value at the end of 1998 as a result of then lower oil
prices.

     General and  Administrative  (G&A)  Expenses.  G&A  expenses for the period
increased  19% from  $341,600  in 1998 to  $407,000 in 1999,  due  primarily  to
increases  in  technical  staff  necessary  to  identify,  evaluate  and execute
development and acquisition projects.

     Interest  Expense.  Interest expense decreased 43% from $407,000 in 1998 to
$231,400 in 1999 due to the sale of GulfWest  Permian and the elimination of its
related debt.

Nine-Month  Period Ended  September  30, 1999 compared to Nine Month Period
Ended September 30, 1998.

Revenues

     Oil and Gas Sales. Revenues from oil and gas sales for the period decreased
14%  from   $1,592,700  in  1998  to  $1,365,900  in  1999.  This  decrease  was
attributable  to lower  sales  volumes  during the first and second  quarters of
1999, as a result of the sale of GulfWest Permian and its oil assets,  effective
October 1, 1998.  The average prices  received for production  during the period
increased  for oil from $11.93 per Bbl in 1998 to $15.60 per Bbl in 1999 and for
natural gas from an average of $1.86 per Mcf for 1998 to $2.25 per Mcf in 1999.

     Well Servicing Revenues.  Revenues from well servicing operations for third
parties  decreased  84% from $477,100 for the period in 1998 to $76,100 in 1999.
This decrease was due to management's decision to cease operating under contract
to third  parties as a result of lower demand and  increased  costs of operating
the rigs.

     Operating  Overhead  and  Other  Income.  Revenues  from the  operation  of
properties  decreased 12% from  $107,600 in 1998 to $94,700 in 1999,  due to the
sale of  GulfWest  Permian  and the  discontinuation  of  operations  in certain
fields.


                                        9
<PAGE>

Costs and Expenses

     Lease Operating Expenses. Expenses decreased 32% from $1,306,800 in 1998 to
$894,200 in 1999, due to the sale of GulfWest Permian and the Company's emphasis
on reducing operating expenses.

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 69%
from $451,800 in 1998 to $139,700 in 1999, due to the reduced utilization of the
Company's equipment under contract to third parties.

     Depreciation,  Depletion and Amortization  (DD&A).  DD&A decreased 51% from
$783,700 in 1998 to $386,300  in 1999,  due to the sale of GulfWest  Permian and
the reduction in net book value at the end of 1998 as a result of then lower oil
prices.

     General and Administrative  (G&A) Expenses.  G&A expenses increased 29% for
the period from  $1,125,700  in 1998 to  $1,450,900  in 1999,  due to a one-time
non-cash expense of $225,000 charged to earnings, as a result of the issuance of
employee  and director  stock  incentives  and 60,000  shares of common stock to
redeem  warrants  to  purchase   684,000  shares  of  common  stock;   costs  of
consolidating  the  Company's  offices  from  Dallas,  Texas  and  Baton  Rouge,
Louisiana to Houston,  Texas ; and,  increases in technical  staff  necessary to
identify, evaluate and execute development and acquisition projects.

     Interest Expense. Interest expense decreased 41% from $1,109,100 in 1998 to
$651,000 in 1999 due to the sale of GulfWest  Permian and the elimination of its
related debt.

Financial Condition and Capital Resources

     At September  30, 1999,  the  Company's  current  liabilities  exceeded its
current  assets by $6,932,857  and the Company was either past due or in default
of  certain  of its  debt  agreements.  Further,  the  Company  has  experienced
significant  recurring net losses.  Following are steps management has taken and
are proceeding with to move the Company to profitability  and cure any remaining
defaults on debt agreements:

     - First,  the Company  sold its  subsidiary,  GulfWest  Permian;  this sale
eliminated  a very  significant  portion  of its debt  which  was tied to older,
higher cost oil  production.  The Company is now proceeding to  restructure  its
long term and short term debt.

     - Second, at the same time GulfWest Permian was sold, management decided to
sell the old operating  company,  WestCo,  bring in a new operating team, SETEX,
with consolidated offices in Houston, and focus more on natural gas reserves and
production.

     - Third, since December 31, 1998, the Company has raised working capital to
meet its immediate  obligations and began to enhance  production.  A director of
the Company  purchased  $635,000 of Series BB Preferred  Stock and subscribed to
purchase  $3,000,000  of  Common  Stock,  $2,000,000  of which the  Company  had
received at  September  30, 1999.  The balance of  $1,000,000  was  subsequently
received in the fourth  quarter of 1999.  The funds from these equity  offerings
are  being  used  specifically  to  reduce  current   liabilities  and  increase
production through workovers and installation of production equipment.

     - Fourth,  with the operating capital commitment and a consolidated  office
in Houston,  the Company focused on evaluating and acquiring  natural gas assets
to achieve a more balanced cash flow from oil and natural gas.


                                       10
<PAGE>
     - Fifth, the near-term  operating focus of SETEX was to turn each remaining
oil and gas asset of the Company  into a positive  cash flow  property,  even at
lower oil and gas prices. This was to be done by significantly lowering expenses
and increasing production.

     -  Sixth,  the  Company  brought  in key  technical  staff  to focus on the
evaluation of existing properties and pipelines, and to continue with efforts to
increase production and revenue from the Company's existing core assets.

     - Seventh,  the Company  defined a tactical and strategic  business plan to
use existing  assets to achieve a positive  corporate  cash flow and to identify
and evaluate  additional  development and acquisition  opportunities  to further
grow the Company. Specifically, the Company's staff has identified and continues
to  evaluate  workover  and  drilling  projects  on its  existing  oil  and  gas
properties.  If  successful,  these  "in-hand"  opportunities  are  projected to
provide the Company with sufficient revenue to become  profitable.  In addition,
the Company has identified, and is evaluating and negotiating the acquisition of
additional oil and gas properties in its core areas.

     Although  management believes the above actions will ultimately provide the
Company with the means to become profitable, there is no guarantee these actions
can be effectively implemented.  Adverse changes in prices of oil and gas and/or
the inability of the Company to continue to raise the money necessary to develop
existing  reserves or acquire  new  reserves  would have a severe  impact on the
Company.

     On July 1, 1999, the Company  purchased an average 45% Working  Interest in
the Skidmore  Properties,  consisting of fourteen (14) producing wells and 2,500
acres for  development.  The Company also acquired the right to participate in a
total of thirty (30) drilling Prospects identified by Skidmore in the Serpentine
Trend area of South Texas.

     At September 30, 1999,  the Company had  14,775,090  shares of common stock
outstanding,  including 541,101 shares that were subsequently issued. During the
third  quarter 1999,  the Company  issued  11,313,992  shares of common stock as
follows:  2,475,781 for the conversion of preferred stock and unpaid  dividends,
244,622 for the conversion of debt by a director, and 8,250,000 to Mr. J. Virgil
Waggoner,  a director  and  significant  shareholder,  as discussed  below.  The
541,101  shares  subsequently  issued  were as follows:  300,000  shares for the
acquisition  of oil and gas  properties,  200,000  shares for the  conversion of
preferred  stock  and  41,101  shares  for the  exercise  of  warrants  by three
directors.

     Mr. Waggoner  converted  $635,000 in outstanding  principal and interest of
loans made to the Company in 1999 to Series BB Preferred  Stock on May 28, 1999.
On July 15, 1999, Mr. Waggoner  subscribed to purchase  4,000,000  shares of the
Company's  Common  Stock in a  private  offering  at $.75 per  share for a total
purchase  price of  $3,000,000  and on August 16, 1999  converted  $2,550,000 of
Series BB Convertible  Preferred  Stock to Common Stock at $.60 per share.  As a
result of and giving effect to the transactions described above, at November 10,
1999, Mr. Waggoner  beneficially  owns and has sole voting and dispositive power
for 9,121,829 shares (including  20,000 shares subject to presently  exercisable
options), representing 60% of the Company's outstanding Common Stock.


                                       11
<PAGE>
                           PART II. OTHER INFORMATION

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

     No matter was submitted to a vote of security holders of the Company during
the third quarter.

ITEM 5.  OTHER INFORMATION

         Year 2000 Issue

     The Company is working to resolve the potential  impact of the year 2000 on
the ability of the  Company's  computerized  information  systems to  accurately
process  information that may be date sensitive.  Any of the Company's  programs
that  recognize  a date  using "00" as the year 1900  rather  than the year 2000
could  result in errors or system  failures.  The  Company  utilizes a number of
computer programs across its entire operation.

     The Company  has not  completed  its  assessment,  particularly  related to
outside  customers or vendors.  The Company has received  notification  from its
general ledger vendor that its current system is compliant.  The Company intends
to complete  its outside  customer/vendor  assessment  in the fourth  quarter of
1999.  If the Company  and/or  third  parties upon which it relies are unable to
address this issue in a timely manner,  it could result in a material  financial
risk to the Company,  possibly  delaying  receipts from sales of oil and natural
gas.

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.

     @4.1      Statement of Resolution  Establishing  and  Designating  the
               Company's Class AA  Preferred  Stock,  filed  with the
               Secretary  of State of Texas as an amendment to the Company's
               Articles of Incorporation on September 23, 1996.

     @4.2      Statement of Resolution  Establishing  and  Designating  the
               Company's Class AAA  Preferred  Stock,  filed with the
               Secretary  of State of Texas as an amendment to the Company's
               Articles of Incorporation on September 23, 1996.

     &4.7     Statement of Resolution Establishing and Designating the Company's
              Class C Preferred Stock, filed with the Secretary of State of
              Texas as an amendment to the Company's Articles of Incorporation
              on September 15, 1998.

     #4.8     Statement of Resolution  Establishing  and  Designating  the
              Company's Class BB  Preferred  Stock,  filed  with the  Secretary
              of State of Texas as an amendment to the Company's  Articles of
              Incorporation on January 27, 1999, filed herewith.

                                       12
<PAGE>
    #22.1    Subsidiaries of the Registrant.

_____________________________
     * 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  Form 8-K,  Current  Report  dated
October 10, 1996, filed with the Commission on October 25, 1996.

     &  Previously  filed with the  Company's  Form 8-K,  Current  Report  dated
September 15, 1998, filed with the Commission on September 24, 1998.

     # Filed herewith.

____________________________

     (b) Form 8-K -

     Current Report on Form 8-K, dated July 15, 1999,  filed with the Commission
on July 23, 1999.

                                   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 OIL COMPANY
                                           (Registrant)


Date: November 11, 1999                    By: /s/ Thomas R. Kaetzer
                                              Thomas R. Kaetzer
                                              President

Date: November 11, 1999                    By: /s/ Jim C. Bigham
                                              Jim C. Bigham
                                              Executive Vice President and
                                              Secretary

Date: November 11, 1999                    By: /s/ Richard L. Creel
                                              Richard L. Creel
                                              Vice President of Finance
                                       13
<PAGE>
                                                                Exhibit 22.1

                         Subsidiaries of the Registrant


     GulfWest  Oil  Company  has  seven  wholly-owned  subsidiaries,  all  Texas
corporations or companies:

     1. GulfWest Texas Company was organized September 23, 1996 and is the owner
of record of  interests  in certain  properties  located  in the  Vaughn  Field,
Crockett County Texas.

     2.  DutchWest Oil Company was  organized  July 28, 1997 and is the owner of
record of interests in certain oil and natural gas properties  located in Hardin
and Polk Counties, Texas.

     3. VanCo Well Service,  Inc. was  organized  September 5, 1996 and operates
well servicing equipment for the Company and under contracts with third parties.

     4. SETEX Oil and Gas Company was organized August 11, 1998 and operates oil
and natural gas properties in which the Company owns majority Working Interests.

     5. Southeast Texas Oil and Gas Company,  L.L.C.  was acquired  September 1,
1998 and is the owner of record of  interests  in certain  oil and  natural  gas
properties located in eight counties in South and East Texas.

     6. GulfWest Gas Marketing & Transportation, Inc. was organized February 18,
1999  to be the  owner  and  operator  of  natural  gas  gathering  systems  and
pipelines, and to market the natural gas produced by the Company's properties.

     7. LTW Pipeline Co.  ("LTW") was organized  April 19, 1999 and will replace
GulfWest Gas Marketing & Transportation, Inc.