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                                  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 June 30, 2003

                                       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, August 13, 2003, was 18,492,541 shares
of Class A Common Stock, $.001 par value.

                              GULFWEST ENERGY INC.

                         FORM 10-Q FOR THE QUARTER ENDED
                                  JUNE 30, 2003

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

Part I: Financial Statements

Item 1. Financial Statements
          Consolidated Balance Sheets, June 30, 2003
           and December 31, 2002                                        3
          Consolidated Statements of Operations-for the three
           months and six months ended June 30, 2003, and 2002          5
          Consolidated Statements of Cash Flows-for the six
           months ended June 30, 2003, and 2002                         6
          Notes to Consolidated Financial Statements                    7

Item 2.  Management's Discussion and Analysis
           of Financial Condition and Results of Operations             10

Item 3.  Quantitative and Qualitative Disclosures about Market Risk     12

Part II: Other Information

Item 4.  Submission of Matters to a Vote of Security Holders            13

Item 6.  Exhibits and Reports on 8-K                                    13

Signatures                                                              14

                                       2

                          PART I. FINANCIAL INFORMATION

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

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2003 AND DECEMBER 31, 2002

                                     ASSETS

                                                                           June 30,                December 31,
                                                                             2003                      2002
                                                                          (Unaudited)                (Audited)
                                                                     ----------------------    ----------------------

CURRENT ASSETS:
  Cash and cash equivalents                                          $          641,152        $        687,694
  Accounts Receivable - trade, net of allowance for
    doubtful accounts of -0- in 2002 and 2001                                 1,424,980               1,361,446
  Prepaid expenses                                                              340,570                 303,906
                                                                     ----------------------    ----------------------
          Total current assets                                                2,406,702               2,353,046
                                                                     ----------------------    ----------------------

OIL AND GAS PROPERTIES,
  Using the successful efforts method of accounting                          57,477,540              56,786,043

OTHER PROPERTY AND EQUIPMENT                                                  2,121,410               2,121,410
  Less accumulated depreciation, depletion
     And amortization                                                        (9,565,573)             (8,498,497)
                                                                     ----------------------    ----------------------

  Net oil and gas properties, and
     other property and equipment                                            50,033,377              50,408,956
                                                                     ----------------------    ----------------------

OTHER ASSETS
  Deposits                                                                       20,142                  37,442
  Debt issue cost, net                                                          181,964                 289,497
                                                                     ----------------------    ----------------------
          Total other assets                                                    202,106                 326,939
                                                                     ----------------------    ----------------------

TOTAL ASSETS                                                         $       52,642,185        $     53,088,941
                                                                     ======================    ======================

The Notes to Consolidated Financial Statements are an integral part of these statements.
                                       3

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2003 AND DECEMBER 31, 2002

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                              June 30,               December 31,
                                                                                2003                     2002
                                                                            (Unaudited)               (Audited)
                                                                        ---------------------    ---------------------

CURRENT LIABILITIES
  Notes payable                                                         $       5,229,111        $       4,936,088
  Notes payable - related parties                                               1,290,000                1,290,000
  Current portion of long-term debt                                            32,918,337               33,128,447
  Current portion of long-term debt - related parties                             139,587                  256,967
  Accounts payable - trade                                                      3,928,671                3,928,477
  Accrued expenses                                                                356,963                  458,587
                                                                        ---------------------    ---------------------
          Total current liabilities                                            43,862,669               43,998,566
                                                                        ---------------------    ---------------------

NONCURRENT LIABILITIES
  Long-term debt, net of current portion                                          104,840                  126,552
  Long-term debt, related parties                                                                           11,256
                                                                        ---------------------    ---------------------
          Total noncurrent liabilities                                            104,840                  137,808
                                                                        ---------------------    ---------------------

OTHER LIABILITIES
  Derivative instruments                                                          936,826                1,128,993
                                                                        ---------------------    ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                     190                      170
  Common stock                                                                     18,493                   18,493
  Additional paid-in capital                                                   29,283,692               28,258,212
  Retained deficit                                                            (21,564,525)             (20,453,301)
                                                                        ---------------------    ---------------------
          Total stockholders' equity                                            7,737,850                7,823,574
                                                                        ---------------------    ---------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                    $      52,642,185        $      53,088,941
                                                                        =====================    =====================

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 AND SIX MONTHS ENDED
                             JUNE 30, 2003 AND 2002
                                   (UNAUDITED)

                                                                           Three Months                          Six Months
                                                                          Ended June 30,                       Ended June 30,
                                                                      2003              2002               2003               2002
                                                            ---------------    --------------    ---------------    ---------------

OPERATING REVENUES
  Oil and gas sales                                         $   2,770,156      $   2,813,776     $    5,975,019     $    5,340,018
  Well servicing revenues                                                                486                                12,608
  Operating overhead and other income                              19,968            137,536             65,708            248,045
                                                            ---------------    --------------    ---------------    ---------------
         Total operating revenues                               2,790,124          2,951,798          6,040,727          5,600,671
                                                            ---------------    --------------    ---------------    ---------------

OPERATING EXPENSES
  Lease operating expenses                                      1,392,440          1,343,545          2,762,375          2,720,228
  Cost of well servicing operations                                                   16,035                                34,596
  Depreciation, depletion and amortization                        570,665            680,321          1,174,609          1,286,962
  General and administrative                                      420,443            461,642            834,484            868,718
                                                            ---------------    --------------    ---------------    ---------------
          Total operating expenses                              2,383,548          2,501,543          4,771,468          4,910,504
                                                            ---------------    --------------    ---------------    ---------------

INCOME FROM OPERATIONS                                            406,576            450,255          1,269,259            690,167
                                                            ---------------    --------------    ---------------    ---------------

OTHER INCOME AND EXPENSE
  Interest expense                                               (811,770)          (751,195)        (1,572,650)        (1,443,070)
  Other financing costs                                        (1,000,000)                           (1,000,000)
  Gain on sale of assets                                                                                                    11,061
  Unrealized gain (loss) on derivative instruments                173,311             24,005            192,167         (1,470,978)
                                                            ---------------    --------------    ---------------    ---------------
       Total other income and expense                          (1,638,459)          (727,190)        (2,380,483)        (2,902,987)
                                                            ---------------    --------------    ---------------    ---------------

INCOME (LOSS) BEFORE INCOME TAXES                              (1,231,883)          (276,935)        (1,111,224)        (2,212,820)

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

NET INCOME (LOSS)                                              (1,231,883)          (276,935)        (1,111,224)        (2,212,820)

DIVIDENDS ON PREFERRED STOCK                                                         (28,125)                              (56,250)
                                                            ---------------    --------------    ---------------    ---------------

NET INCOME (LOSS) AVAILABLE TO
  COMMON SHAREHOLDERS                                       $  (1,231,883)     $    (305,060)    $   (1,111,224)    $   (2,269,070)
                                                            ===============    ==============    ===============    ===============

NET INCOME (LOSS) PER COMMON SHARE, BASIC AND DILUTED       $        (.07)     $        (.02)    $         (.06)    $         (.12)
                                                            ===============    ==============    ===============    ===============

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

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)

                                                                                                2003                2002
                                                                                           ----------------    ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                 $   (1,111,224)     $   (2,212,820)
  Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
          Depreciation, depletion, and amortization                                             1,174,609           1,286,962
          Warrants issued and charged to earnings                                                  25,500
          Other financing costs                                                                 1,000,000
          Loss (Gain) on sale of assets                                                                               (11,061)
          Unrealized (gain) loss on derivative instruments                                       (192,167)          1,470,978
          (Increase) decrease in accounts receivable - trade, net                                 (63,534)           (372,957)
          (Increase) decrease in prepaid expenses                                                 (36,664)           (120,426)
          Increase (decrease) in accounts payable and accrued expenses                             74,894             757,344
                                                                                           ----------------    ----------------
               Net cash provided by operating activities                                          871,414             798,020
                                                                                           ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from sale of property and equipment                                                                668,247
          Purchase of property and equipment                                                     (691,497)         (4,199,193)
                                                                                           ----------------    ----------------
               Net cash used in investing activities                                             (691,497)         (3,530,946)
                                                                                           ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Payments on debt                                                                       (526,459)         (2,140,305)
          Proceeds from debt issuance                                                             300,000           4,782,918
          Dividends Paid                                                                                              (56,250)
                                                                                           ----------------    ----------------
               Net cash provided by (used) in financing activities                               (226,459)          2,586,363
                                                                                           ----------------    ----------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                             (46,542)           (146,563)

CASH AND CASH EQUIVALENTS, beginning of period                                                    687,694             689,030
                                                                                           ----------------    ----------------

CASH AND CASH EQUIVALENTS, end of period                                                   $      641,152      $      542,467
                                                                                           ================    ================

CASH PAID FOR INTEREST                                                                     $    1,491,948      $    1,423,013
                                                                                           ================    ================

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
                             JUNE 30, 2003 AND 2002
                                   (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 and Gas Company  formed  February 8, 1999; LTW Pipeline
     Co. formed April 19, 1999; and GulfWest  Development Company ("GWD") formed
     November 9, 2000; and, GulfWest Oil and 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 statements of cash flows of GulfWest Energy
     Inc. for the interim periods.

4.   Non-cash Investing and Financing

     During the six month  period  ended June 30,  2003,  we applied  $17,300 in
     deposits  and added  $176,324 in accrued  interest to notes  payable.  Also
     during the quarter,  $1 million in preferred  stock was issued to an energy
     lender as required by an agreement that expired on May 29,2003.

     During the six month  period ended June 30,  2002,  we acquired  $48,224 of
     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.   As a  result  of a  financing  agreement  with an  energy  lender,  we were
     required to enter into an oil and gas hedging agreement with the lender. It
     has  been  determined  this  agreement  meets  the  definition  of SFAS 133
     "Accounting  for  Derivative  Instruments  and Hedging  Activities"  and is
     accounted for as a derivative instrument.

     We entered into the  agreement,  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 Mcf
     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 a reduction in revenues of $884,045
     for the six-month period ended June 30, 2002 and an increase in revenues of
     $84,595 for the six-month  period ended June 30, 2002, which is included in
     oil and gas sales.

     The estimated  change in fair value of the derivatives is reported in Other
     Income and Expense as unrealized (gain) loss on derivative instruments. The
     estimated  fair value of the  derivatives  is reported in Other  Assets (or
     Other Liabilities) as derivative instruments.

                                       7

6.   Stock Based Compensation

     In October 1995, SFAS No. 123, "Stock Based  Compensation,"  (SFAS 123) was
     issued.  This  statement  requires  that we choose  between  two  different
     methods of accounting for stock options and warrants. The statement defines
     a fair-value-based  method of accounting for stock options and warrants but
     allows an entity to continue to measure compensation cost for stock options
     and warrants  using the  accounting  prescribed  by APB Opinion No. 25 (APB
     25),  "Accounting  for  Stock  Issued  to  Employees."  Use of  the  APB 25
     accounting  method  results in no  compensation  cost being  recognized  if
     options are granted at an exercise price at the current market value of the
     stock or higher.  We will continue to use the intrinsic  value method under
     APB 25 but are  required by SFAS 123 to make pro forma  disclosures  of net
     income (loss) and earnings (loss) per share as if the fair value method had
     been applied in its 2003 and 2002 financial statements.

     If we had used the fair value method required by SFAS 123, our net loss and
     per share information would approximate the following amounts:

     Three months                  2003                          2002
     --------------------    -------------------------      -------------------------
                             As Reported      Proforma      As Reported      Proforma
     SFAS 123
       compensation cost     $              $      7,350    $              $    32,000
     APB 25
       compensation cost     $              $               $              $
     Net income (loss)       $ (1,231,883)  $ (1,239,233)   $  (305,060)   $  (337,060)
     Income (loss) per
       common share-basic
       and diluted           $       (.07)  $       (.07)   $      (.02)   $      (.02)

     Six months                    2003                          2002
     --------------------    -------------------------    ---------------------------
                             As Reported       Proforma   As Reported        Proforma
     SFAS 123
       compensation cost     $              $      7,350  $                $     32,000
     APB 25
       compensation cost     $              $             $                $
     Net income (loss)       $ (1,111,224)  $ (1,118,574) $ (2,269,070)    $ (2,301,070)
     Income (loss) per
       common share-basic
       and diluted           $       (.06)  $       (.06) $       (.12)    $       (.12)

                                       8

7.   As shown in the financial  statements,  we had a working capital deficiency
     of $41,455,967 at June 30, 2003 and $41,645,520 for the year ended December
     31,  2002.  This and other  conditions  raise  substantial  doubt about our
     ability to continue as a going concern.

8.   In a  subsequent  event,  on July 24, 2003 we signed a letter of  agreement
     with  Starlight  Corporation  of  Denver  to  pursue  a  merger  of the two
     companies.  A definitive  agreement and plan of merger is being  developed,
     which will be subject to board and shareholder  approval by both companies,
     as well as regulatory approvals and customary due diligence.

     The merger will be achieved  through a  stock-for-stock  exchange,  whereby
     100% of the  Starlight  stock will be  exchanged  for  GulfWest  stock with
     GulfWest as the surviving  entity.  The merger is contingent upon achieving
     consolidated  re-financing of the combined  company with terms agreeable to
     both parties,  as well as GulfWest's  largest debt holder.  The refinancing
     will include  significant new capital for development  projects on the Gulf
     Coast and in the Rockies to provide growth potential.

                                       9

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 June 30, 2003 compared to Three Month Period Ended June
30, 2002.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the quarter decreased 2% from $2,813,800 in 2002 to $2,770,200 in 2003. This was
due to a decrease in sales volumes,  partially  offset by an increase in oil and
gas prices.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
decreased  85% from  $137,500  in 2002 to $20,000  in 2003.  This was due to the
expiration  of a natural gas  marketing  contract and a reduced  number of wells
operated for other working interest owners.

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased  4% from
$1,343,500 in 2002 to $1,392,400 in 2003. This was primarily due to increases in
insurance, labor, supplies and equipment costs.

     Depreciation, Depletion and Amortization (DD and A). DD and A decreased 16%
from $680,300 in 2002 to $570,700 in 2003, due to lower sales volumes.

     General and  Administrative (G and A) Expenses.  G and A expenses decreased
9% for the period from $461,600 in 2002 to $420,400 in 2003,  due to a reduction
in  administrative  personnel  resulting  in  less  payroll.

                                       10

     Interest  Expense.  Interest expense  increased 8% from $751,200 in 2002 to
$811,800  in 2003,  primarily  due to  increased  debt for  funding  of  capital
development projects.

Six-Month Period Ended June 30, 2003 compared to Six-Month Period Ended June 30,
2002.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the period increased 12% from $5,340,000 in 2002 to $5,975,000 in 2003. This was
due to an increase in oil and gas prices, which offset a decrease in volume.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
decreased  74% from  $248,000  in 2002 to $65,700  in 2003.  This was due to the
expiration  of a natural gas  marketing  contract and a reduced  number of wells
operated for other working interest owners.

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased  2% from
$2,720,200  in 2002 to  $2,762,400 in 2003,  due to slightly  higher  insurance,
labor, supplies and equipment costs.

     Depreciation,  Depletion and Amortization (DD and A). DD and A decreased 9%
from $1,287,000 in 2002 to $1,174,600 in 2003, due to lower sales volumes.

     General and  Administrative (G and A) Expenses.  G and A expenses decreased
4% for the period from $868,700 in 2002 to $834,500 in 2003,  due to a reduction
in administrative personnel resulting in less payroll.

     Interest Expense.  Interest expense increased 9% from $1,443,100 in 2002 to
$1,572,600  in 2003,  primarily  due to  increased  debt for  funding of capital
development projects.

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

     At June 30, 2003,  our current  liabilities  exceeded our current assets by
$41,455,967.  We had a loss of $231,883  for the  quarter  compared to a loss of
$305,060 for the period in 2002.

     During the second  quarter of 2003, we sold 59,414 barrels of crude oil and
307,238 Mcf of natural gas  compared to 70,189  barrels of crude oil and 430,062
Mcf of natural  gas in the second  quarter of 2002.  Revenue for crude oil sales
for the quarter was  $1,397,770  in 2003  compared to $1,456,141 in 2002 and for
natural gas sales was $1,372,386 in 2003 compared to $1,357,635 in 2002.

     As part of our financing  effort,  on February 28, 2003, we entered into an
agreement with our major lender to buy-out its loan, which had a balance at that
date of $27.9 million,  for a cash payment of $20 million. The agreement expired
on May 29,  2003 and because we were  unable to close the  transaction,  we were
required to issue the lender $1 million of preferred stock.

     In a  subsequent  event,  on July 24, 2003 we signed a letter of  agreement
with Starlight Corporation of Denver to pursue a merger of the two companies.  A
definitive  agreement  and plan of  merger  is being  developed,  which  will be
subject  to  board  and  shareholder  approval  by  both  companies,  as well as
regulatory approvals and customary due diligence.
                                       11

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------  ----------------------------------------------------------

     The following  market rate  disclosures  should be read in conjunction with
the quantitative  disclosures  about market risk contained in the Company's 2002
annual  report  on  Form  10-K,  as  well as  with  the  consolidated  financial
statements and notes thereto included in this quarterly report on Form 10-Q.

     All of the  Company's  financial  instruments  are for purposes  other than
trading. The Company only enters derivative financial instruments in conjunction
with its oil and gas hedging activities.

     Hypothetical  changes in interest rates and prices chosen for the following
stimulated   sensitivity  effects  are  considered  to  be  reasonably  possible
near-term changes generally based on consideration of past fluctuations for each
risk  category.  It is not  possible to  accurately  predict  future  changes in
interest rates and product prices.  Accordingly,  these hypothetical changes may
not be an indicator of probable future fluctuations.

Interest Rate Risk

     The Company is exposed to interest rate risk on debt with variable interest
rates. At June 30, 2003, the Company carried  variable rate debt of $38,394,730.
Assuming  a one  percentage  point  change  at June  30,  2003 on the  Company's
variable rate debt, the annual pretax income would change by $383,947.

Commodity Price Risk

     The Company hedges a portion of its price risks associated with its oil and
natural gas sales which are classified as derivative instruments. As of June 30,
2003, these derivative instruments'  liabilities had a fair value of $936,826. A
hypothetical  change in oil and gas  prices  could have an effect on oil and gas
futures  prices,  which are used to  estimate  the fair value of our  derivative
instrument.  However, it is not practicable to estimate the resultant change, in
any, in the fair value of our derivative instrument.

ITEM 4.  CONTROLS AND PROCEDURES
-------  -----------------------

     Based on an evaluation of the Company's  disclosure controls and procedures
performed by the Company's  management within 90 days of the filing date of this
report,  the  Company's  Chief  Executive  Officer and Chief  Financial  Officer
believe that the Company has appropriate  disclosure  controls and procedures to
ensure that information  required to be disclosed by the Company in its periodic
reports is recorded, processed,  summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.

     Since the date of such evaluation,  there have been no significant  changes
in the Company's internal controls or in other factors that could  significantly
affect  these  controls,   including  any  corrective  actions  with  regard  to
significant deficiencies and material weaknesses.

                                       12

                           PART II. OTHER INFORMATION

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

          The  annual  meeting  of  shareholders  was held on June  12,  2003 to
     consider  the  election of five  persons to the board of  directors  of the
     Company (the "Board") and to transact such other business as might properly
     come before the meeting.  Of the  18,492,541  outstanding  shares of Common
     Stock, there were present,  in person or by proxy,  shareholders  holding a
     total of 15,037,185 (81%) of the shares.

          Five  candidates for director were  presented by the Board:  J. Virgil
     Waggoner,  Marshall A. Smith III,  Thomas R. Kaetzer,  John E. Loehr and M.
     Scott Manolis.  Of the 15,037,185  shares of Common Stock present in person
     or by proxy and entitled to be voted at the meeting,  15,035,650 votes were
     cast for each of the nominees for director of the  Corporation  (except for
     Mr.  Waggoner  for whom  2,900 of those  votes  were  withheld  and for Mr.
     Kaetzer,  Mr. Smith and Mr. Loehr for whom 2,000 votes were  withheld),  no
     votes were cast against the nominees  and 1,535 votes  abstained.  All five
     candidates  were  declared duly and validly  elected  members of the Board,
     each to serve until the next annual  meeting of  shareholders  or until his
     respective  successor  has  been  elected  and  qualified.   Following  the
     shareholders' meeting, the Board elected Mr. J. Virgil Waggoner as Chairman
     of the Board.

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       Amendment to the Articles of  Incorporation  of
                                 the Registrant  changing the name of the
                                 Registrant to  "GulfWest  Energy  Inc.",
                                 approved  by the  Shareholders  on May 18,
                                 2001 and filed  with the Secretary of Texas on
                                 May 21, 2001.
                  ***3.3       Amendment to the Company's  Articles of  Incorpo-
                                 ration  to increase the number of shares of
                                 Class A Common Stock that the Company will have
                                 authority to issue from  20,000,000 to
                                 40,000,000  shares, approved by the
                                 Shareholders  on November 19, 1999 and filed
                                 with the  Secretary of State of Texas on
                                 December 3, 1999.
                   *3.4       Bylaws of the Registrant.
                 **10.1       GulfWest Oil Company 1994 Stock Option and
                                 Compensation  Plan,  amended and restated as
                                 of April 1, 2001, and approved by the
                                 shareholders on May 18, 2001.
                  ---------------

                    *         Previously filed with the Registrant's
                                 Registration Statement (on Form S-1, Reg. No.
                                 33-53526), filed with the Commission on
                                 October 21, 1992.
                    **        Previously  filed with the Registrant's
                                 Definitive  Proxy Statement,  filed with the
                                 Commission on April 16, 2001.
                    ***       Previously  filed with the Registrant's
                                 Definitive  Proxy Statement,  filed with the
                                 Commission on October 18, 1999.

                                       13

                                   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:  August 13, 2003                      By: /s/ Thomas R. Kaetzer
                                               --------------------------------
                                               Thomas R. Kaetzer
                                               President

Date:  August 13, 2003                      By: /s/ Jim C. Bigham
                                               --------------------------------
                                               Jim C. Bigham
                                               Executive Vice President
                                               and Secretary

Date:  August 13, 2003                      By: /s/ Richard L. Creel
                                               --------------------------------
                                               Richard L. Creel
                                               Vice President of Finance
                                       14

                                 CERTIFICATIONS

I, Thomas R. Kaetzer, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of GulfWest Energy
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and
                                       i

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

         Date:  August 13, 2003

                                     /s/  Thomas R. Kaetzer
                                          -----------------------------------
                                          Thomas R. Kaetzer
                                          President and Chief Executive Officer

                                       ii

                                 CERTIFICATIONS

I, Richard L. Creel, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of GulfWest Energy
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and
                                       i

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

         Date:  August 13, 2003

                                            /s/  Richard L. Creel
                                            -----------------------------------
                                            Richard L. Creel
                                            Vice President of Finance

                                       ii

August 13, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002

In  connection  with the  accompanying  report on Form 10-Q for the period ended
June 30, 2003, and filed with the Securities and Exchange Commission on the date
hereof (the  "Report"),  We,  Thomas R.  Kaetzer,  President and CEO of GulfWest
Energy Inc. (the "Company"),  and Richard L. Creel, Vice President of Finance of
the Company hereby certify that:

     1.   The report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

GulfWest Energy Inc.

/s/ Thomas R. Kaetzer
------------------------------------
By: Thomas R. Kaetzer
President and Chief Executive Officer

/s/ Richard L. Creel
------------------------------------
By: Richard L. Creel
Vice President of Finance
```