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                                   FORM 10-Q/A

                                  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, 2001

                                       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 3, 2001, was 18,462,541 shares
of Class A Common Stock, $.001 par value.

     This  Quarterly  Report on Form  10-Q/A is intended to amend and restate in
its entirety the  Company's  Quarterly  Report on Form 10-Q for the period ended
June 30, 2001 to ensure that the  information  contained  in the report is true,
accurate  and  complete as of the date of the filing of this  Amended  Quarterly
Report on Form 10-Q/A, November 18, 2002.

     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.

     This amendment  reflects the results of the change in accounting  principle
in the financial statements and notes thereto,  and Management's  Discussion and
Analysis of Financial Condition and Results of Operations.  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.

     All other  information in the report  remains as previously  filed with the
Commission in the Company's  Quarterly  Report on Form 10-Q for the period ended
June 30, 2001 and is incorporated by reference herein.

                              GULFWEST ENERGY INC.

                        FORM 10-Q/A FOR THE QUARTER ENDED
                                  JUNE 30, 2001

                                                                     Page of
                                                                   Form 10-Q/A
                                                                   -----------

Part I:   Financial Statements

Item 1.   Financial Statements
          Consolidated Balance Sheets, June 30, 2001
            and December 31, 2000                                       3
          Consolidated Statements of Operations-for the three
            months and six months ended June 30, 2001, and 2000         5
          Consolidated Statements of Cash Flows-for the six
            months ended June 30, 2001, and 2000                        6
          Notes to Consolidated Financial Statements                    7

Item 2.   Management's Discussion and Analysis
            of Financial Condition and Results
            of Operations                                               9

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, 2001 AND DECEMBER 31, 2000

                                     ASSETS

                                                                             June 30,               December 31,
                                                                               2001                     2000
                                                                            (Unaudited)               (Audited)
                                                                       ----------------------   ----------------------

CURRENT ASSETS:
  Cash and cash equivalents                                            $           564,331      $           663,032
  Accounts Receivable - trade, net of allowance for doubtful
     accounts of -0- in 2001 and 2000                                            2,057,938                2,188,421
  Prepaid expenses                                                                 225,028                   83,351
                                                                       ----------------------   ----------------------
          Total current assets                                                   2,847,297                2,934,804
                                                                       ----------------------   ----------------------

OIL AND GAS PROPERTIES,
  Using the successful efforts method of accounting                             32,955,246               30,895,049

OTHER PROPERTY AND EQUIPMENT                                                     2,301,888                1,961,203
  Less accumulated depreciation, depletion
     And amortization                                                           (4,927,355)              (4,049,510)
                                                                       ----------------------   ----------------------

  Net oil and gas properties, and
     other property and equipment                                               30,329,779               28,806,742
                                                                       ----------------------   ----------------------

OTHER ASSETS
  Deposits                                                                          27,638                   27,638
  Investments                                                                                               122,785
  Debt issue cost                                                                  417,901                  482,159
                                                                       ----------------------   ----------------------
          Total other assets                                                       445,539                  632,582
                                                                       ----------------------   ----------------------

TOTAL ASSETS                                                           $        33,622,615      $        32,374,128
                                                                       ======================   ======================

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

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2001 AND DECEMBER 31, 2000

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                              June 30,               December 31,
                                                                                2001                     2000
                                                                            (Unaudited)               (Audited)
                                                                        ---------------------    ---------------------

CURRENT LIABILITIES
  Notes payable                                                         $       2,717,357        $          935,300
  Notes payable - related parties                                                  80,000                   700,000
  Current portion of long-term debt                                             3,597,073                 3,111,120
  Current portion of long-term debt - related parties                             225,911                   303,296
  Accounts payable - trade                                                      2,284,927                 2,189,656
  Accrued expenses                                                                294,876                   355,614
                                                                        ---------------------    ---------------------

          Total current liabilities                                             9,200,144                 7,594,986
                                                                        ---------------------    ---------------------

NONCURRENT LIABILITIES
  Long-term debt, net of current portion                                       16,688,917                17,960,455
  Long-term debt, related parties                                                 264,583                   116,916
                                                                        ---------------------    ---------------------

          Total Noncurrent liabilities                                         16,953,500                18,077,371
                                                                        ---------------------    ---------------------

OTHER LIABILITIES
  Derivative instruments                                                        1,244,782
                                                                        ---------------------    ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                      80                        80
  Common stock                                                                     18,463                    18,445
  Additional paid-in capital                                                   23,550,132                23,537,900
  Retained deficit                                                            (17,344,486)              (16,854,654)
  Long-term accounts and notes receivable - related
         parties,net of allowance for doubtful accounts of
         $740,478 in 2001 and 2000
                                                                        ---------------------    ---------------------

          Total stockholders' equity                                            6,224,189                 6,701,771
                                                                        ---------------------    ---------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                     $     33,622,615        $       32,374,128
                                                                        =====================    =====================

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, 2001 AND 2000
                                   (UNAUDITED)

                                                                Three Months                              Six Months
                                                               Ended June 30,                           Ended June 30,
                                                          2001                2000                 2001                2000
                                                     ----------------    ----------------    -----------------   -----------------

OPERATING REVENUES
  Oil and gas sales                                   $    3,304,912     $     1,930,127     $      6,264,665    $       3,430,564
  Well servicing revenues                                     77,934              97,251               81,964              171,261
  Operating overhead and other income                         73,036              96,699              166,992              140,708
                                                     ----------------    ----------------    -----------------   -----------------
         Total operating revenues                          3,455,882           2,124,077            6,513,621            3,742,533
                                                     ----------------    ----------------    -----------------   -----------------

OPERATING EXPENSES
  Lease operating expenses                                 1,159,743             746,690            2,431,426            1,420,567
  Cost of well servicing operations                           59,744              95,884               83,356              183,330
  Depreciation, depletion and amortization                   594,522             299,368            1,043,073              481,439
  General and administrative                                 422,871             377,841              805,980              744,678
                                                     ----------------    ----------------    -----------------   -----------------
          Total operating expenses                         2,236,880           1,519,783            4,363,835            2,830,014
                                                     ----------------    ----------------    -----------------   -----------------
INCOME FROM OPERATIONS                                     1,219,002             604,294            2,149,786              912,519
                                                     ----------------    ----------------    -----------------   -----------------
OTHER INCOME AND EXPENSE
  Interest Income                                                                 15,247                                    15,247
  Interest expense                                          (605,091)           (538,855)          (1,286,208)            (922,235)
  Loss on sale of assets                                    (105,974)              1,500             (108,628)               6,327
  Unrealized gain (loss) on derivative instruments         1,411,798                                2,502,653
                                                     ----------------    ----------------    -----------------   -----------------
       Total other income and expense                        700,733            (522,108)           1,107,817             (900,661)
                                                     ----------------    ----------------    -----------------   -----------------
INCOME BEFORE INCOME TAXES AND
  CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                     1,919,735              82,186            3,257,603               11,858

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

INCOME BEFORE CUMULATIVE EFFECT OF
  CHANGE IN ACCOUNTING PRINCIPLE                           1,919,735              82,186            3,257,603               11,858

CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE, NET OF INCOME
   TAXES                                                                                           (3,747,435)
                                                     ----------------    ----------------    -----------------   -----------------

NET INCOME (LOSS) AVAILABLE TO COMMON
  SHAREHOLDERS                                       $     1,919,735     $        82,186     $       (489,832)   $         11,858
                                                     ================    ================    =================   =================

NET INCOME PER SHARE, BASIC AND DILUTED,
  BEFORE  CUMULATIVE EFFECT OF  CHANGE
  IN  ACCOUNTING  PRINCIPLE                          $           .10     $           .00     $           .18     $            .00
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                                                                  (.20)
                                                     ----------------    ----------------    -----------------   -----------------
NET INCOME (LOSS) PER SHARE  BASIC AND
  DILUTED                                            $           .10     $            .00    $          (.02)    $            .00
                                                     ================    ================    =================   =================

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, 2001 AND 2000
                                   (UNAUDITED)

                                                                                                2001                2000
                                                                                           ----------------    ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                        $     (489,832)     $        11,858
  Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
          Depreciation, depletion, and amortization                                             1,043,073              481,439
          Common stock and warrants issued and charged to operations                                                    13,600
          Loss (Gain) on sale of assets                                                           108,628               (6,327)
          Other non-operating (income)                                                                                  (5,780)
          Unrealized gain on derivative instruments                                            (2,502,653)
          Cumulative effect of accounting change                                                3,747,435
          (Increase) decrease in accounts receivable - trade, net                                 425,752             (925,135)
          (Increase) decrease in prepaid expenses                                                (141,677)              29,793
          Increase (decrease) in accounts payable and accrued expenses                             34,533            1,006,862
                                                                                           ----------------    ----------------
               Net cash provided by operating activities                                        2,225,259              606,310
                                                                                           ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from sale of property and equipment                                             62,423                9,250
          Purchase of property and equipment                                                   (2,626,758)          (2,026,327)
                                                                                           ----------------    ----------------
               Net cash used in investing activities                                           (2,564,335)          (2,017,077)
                                                                                           ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Increase in non-operating receivables                                                                         50,000
          Proceeds from subscription of common stock                                                                   557,878
          Payments on debt                                                                     (2,950,346)            (603,071)
          Proceeds from debt issuance                                                           3,199,801            1,739,510
          Debt issue cost                                                                          (9,080)            (315,342)
                                                                                           ----------------    ----------------
               Net cash provided by financing activities                                          240,375            1,428,975
                                                                                           ----------------    ----------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                  (98,701)              18,208

CASH AND CASH EQUIVALENTS, beginning of period                                                    663,032              287,300

CASH AND CASH EQUIVALENTS, end of period                                                   $      564,331      $       305,508
                                                                                           ================    ================
CASH PAID FOR INTEREST                                                                     $      605,091      $       538,673
                                                                                           ================    ================
    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, 2001 AND 2000 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. 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,  2001,  we acquired  $209,549 in
     property  and  equipment  through  $197,299 in notes  payable to  financial
     institutions  and related  parties,  and by issuing 17,500 shares of common
     stock valued at $12,250.  Also, we sold $440,300 in property and equipment,
     net of  depletion  and  depreciation,  in  exchange of $325,000 in accounts
     receivable. These receivables were collected on August 1, 2001.

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.  As a  result  of this
     agreement,  we realized a  reduction  in  revenues  of  $1,044,349  for the
     six-month  period  ended June 30,  2001,  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

     The estimated fair value of the derivative  instruments at January 1, 2001,
     the date of initial  application  of SFAS 133, of $3,747,435 is reported in
     the  Statement  of  Operations  as the  cumulative  effect  of a change  in
     accounting principle.

6.   During the second  quarter of 2001, we secured a $2,500,000  line of credit
     from a bank,  guaranteed by two of our directors.  The line of credit bears
     interest at the prime rate less one fourth of one percent and is due May 1,
     2002.  $2,100,000 of the line was used to retire existing debt and pay down
     accounts payable. The remainder will be used for the development of our oil
     and natural gas properties.

                                       8

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, 2001 compared to Three Month Period Ended June
30, 2000.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the quarter  increased 71% from  $1,930,100 in 2000 to $3,304,900 in 2001.  This
was due to  increased  oil and gas  production  as a result  of our  development
activities, higher oil and gas prices and acquisitions of additional properties.

     Well Servicing Revenues.  Revenues from well servicing operations decreased
by 20% from $97,300 in 2000 to $77,900 in 2001.  We had greater  utilization  of
our rigs in the  development  of our  properties  rather than  working for third
parties in 2001 compared to 2000.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
decreased 25% from $96,700 in 2000 to $73,000 in 2001.
                                       9

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased 55% from
$746,700  in  2000  to  $1,159,700  in  2001.  This  was  primarily  due  to the
acquisition of additional  properties and increased costs related to greater oil
and gas production; and, to a lesser extent, higher vendor and contractor costs,
as well as  additional  field  activity to increase  production  on existing and
acquired properties under the favorable product price environment.

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 38%
from $95,900 in 2000 to $59,700 in 2001. We had greater  utilization of our rigs
in the  development of our  properties  rather than working for third parties in
2001 compared to 2000.

     Depreciation, Depletion and Amortization (DD and A). DD and A increased 99%
from  $299,400  in  2000  to  $594,500  in  2001,  due to  significantly  higher
production  as  a  result  of  successful  field   development   activities  and
acquisitions.

     General and  Administrative (G and A) Expenses.  G and A expenses increased
12% for the period from  $377,800  in 2000 to $422,900 in 2001,  due to expenses
associated  with an increase in the number of oil and natural gas assets that we
manage.

     Interest  Expense.  Interest expense increased 12% from $538,900 in 2000 to
$605,100 in 2001,  primarily due to interest on debt  associated with additional
acquisitions and our capital development program.

Six-Month Period Ended June 30, 2001 compared to Six-Month Period Ended June 30,
2000.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the period increased 83% from $3,430,600 in 2000 to $6,264,700 in 2001. This was
due to increased oil and gas production from  development  projects,  higher oil
and gas prices, and acquisitions of additional properties.

     Well Servicing Revenues.  Revenues from well servicing operations decreased
by 52% from $171,300 in 2000 to $82,000 in 2001. We had greater  utilization  of
our rigs in the  development  of our  properties  rather than  working for third
parties in 2001 compared to 2000.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
increased 19% from $140,700 in 2000 to $167,000 in 2001.

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased 71% from
$1,420,600 in 2000 to $2,431,400 in 2001, due to the  acquisitions of additional
properties,  greater  oil and gas  production,  and the  costs  related  to such
production.
                                       10

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 55%
from $183,300 in 2000 to $83,400 in 2001. This was due to higher rig utilization
on properties  where we have 100% working interest and less on working for third
parties.

     Depreciation,  Depletion  and  Amortization  (DD and A). DD and A increased
117% from $481,400 in 2000 to $1,043,100 in 2001,  due to  significantly  higher
production   resulting  from  successful   field   development   activities  and
acquisitions.

     General and  Administrative (G and A) Expenses.  G and A expenses increased
8% for the period from $744,700 in 2000 to $ 806,000 in 2001.

     Interest  Expense.  Interest expense increased 39% from $922,200 in 2000 to
$1,286,200 in 2001, due to debt associated with additional  acquisitions and our
capital development program.

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

     At June 30, 2001,  our current  liabilities  exceeded our current assets by
$6,352,800.  We had a profit of $1,919,700 for the quarter  compared to a profit
of $82,200 for the period in 2000.

     During the second  quarter of 2001, we sold 71,647 barrels of crude oil and
406,288 Mcf of natural gas  compared to 40,645  barrels of crude oil and 285,636
Mcf of natural  gas in the second  quarter of 2000.  Revenue for crude oil sales
for the quarter was  $1,729,700  in 2001  compared to $1,020,100 in 2000 and for
natural gas sales was $1,575,300 in 2001 compared to $910,000 in 2000.

     On June 29, 2001,  we entered  into a letter of intent to purchase  several
oil and natural gas  properties  located in four fields in Texas and  Louisiana.
The effective  date of the  acquisition  will be July 1, 2001 and the closing is
scheduled for early August.  The  acquisition  will result in an increase in the
company's year-end 2000 proved reserves by approximately 20%, as well as provide
additional  acreage for  development.  The  acquired  properties  are  currently
producing an aggregate  600 barrels of oil and 1,200 Mcf of natural gas per day,
with total  proved  reserves  (net to the acquired  interests)  estimated at 1.1
million  barrels of oil and 5.5  billion  cubic feet of natural  gas.  There are
additional  possible reserves estimated at 10 billion cubic feet of natural gas.
The purchase price of the  acquisition is $14.5 million in a combination of cash
and preferred  stock.  Financing is being  arranged  through an existing  credit
facility and will include  expanding the company's  current line to continue the
development of its properties through the year 2002.
                                       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 2000
annual  report  on  Form  10-K,  as  well as  with  the  consolidated  financial
statements and notes thereto  included in this amended  quarterly report on Form
10-Q/A.

     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, 2001, the Company carried  variable rate debt of $22,675,723.
Assuming  a one  percentage  point  change  at June  30,  2001 on the  Company's
variable rate debt, the annual pretax income would change by $226,757.

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,
2001, these derivative instruments'  liabilities had a fair value of $1,244,782.
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.

12

                           PART II. OTHER INFORMATION

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

          The annual meeting of shareholders  was held on May 18, 2001, at which
     the following  proposals were considered and acted upon: first, to consider
     the election of seven persons to the board of directors of the Company (the
     "Board");  second,  to consider the amendment of the Company's  Articles of
     Incorporation  to change the name of the Company to "GulfWest Energy Inc.";
     third,  to consider the amendment  and  restatement  of the Company's  1994
     Stock Option and  Compensation  Plan,  with an  effective  date of April 1,
     2001; and, last to transact such other business as may properly come before
     the meeting.  Of the 18,445,041  outstanding  shares of Common Stock, there
     were  present,  in  person  or by  proxy,  shareholders  holding a total of
     15,083,800 (81.8%) of the shares.

          Seven candidates for director were presented by the Board: Marshall A.
     Smith III, Thomas R. Kaetzer,  J. Virgil  Waggoner,  John E. Loehr,  Jim C.
     Bigham,  Anthony P. Towell,  and Steven M. Morris. Of the 15,083,800 shares
     of Common  Stock  present in person or by proxy and entitled to be voted at
     the  meeting,  15,077,465  votes were cast for each of the nominees --- for
     director of the  Corporation  (except for Mr.  Bigham for whom 400 of those
     votes were withheld).  All seven  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.

          Of 15,083,800 shares of Common Stock present in person or by proxy and
     entitled  to be  voted  at the  meeting,  15,080,600  votes  were  cast for
     approval of the  amendment  to change the name of the Company to  "GulfWest
     Energy Inc." and the --- amendment was declared approved.

          Regarding the third  proposal to amend and restate the Company's  1994
     Stock  Option and  Compensation  Plan,  brokers did not have  discretionary
     voting power on the proposal and therefore only reported  proxies  actually
     received from  shareholders.  Of 12,188,932  shares present in person or by
     proxy and entitled to be voted on the proposal,  12,076,256 votes were cast
     for approval.  The amendment and  restatement  of the Company's  1994 Stock
     Option and Compensation  Plan, with an --- effective date of April 1, 2001,
     was declared approved.

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.
                                       13

          +3.3 Amendment to the Company's  Articles of Incorporation 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,  1999and
               filed with the Secretary of State of Texas on December 3, 1999.

          *3.4 Bylaws of the Registrant.

          #10.1GulfWest  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.

                                   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:  November 18, 2001             By: /s/ Thomas R. Kaetzer
                                        -----------------------------------
                                        Thomas R. Kaetzer
      President

Date:  November 18, 2002             By: /s/ Jim C. Bigham
                                         ----------------------------------
                                         Jim C. Bigham
                                         Executive Vice President and Secretary

Date:  November 18, 2002             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  amended  quarterly  report  on Form  10-Q/A 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

     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: November 18, 2002

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

                                 CERTIFICATIONS

I, Richard L. Creel, certify that:

     1.   I have  reviewed  this  amended  quarterly  report  on Form  10-Q/A 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

     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: November 18, 2002

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

November 18, 2002

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 amended report on Form 10-Q/A for the period
ended June 30, 2001, 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
```