FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

                For the quarterly period ended September 30, 2004

                                       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, November 10, 2004, was 18,593,969
shares of Class A Common Stock, $.001 par value.

<PAGE>

                              GULFWEST ENERGY INC.

                         FORM 10-Q FOR THE QUARTER ENDED
                               SEPTEMBER 30, 2004

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<CAPTION>


                                                                                          Page of
                                                                                         Form 10-Q
                                                                                         ---------
<S>                             <C> <C>                                                          <C>
Part I:           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, September 30, 2004
                   and December 31, 2003                                                         3
                  Consolidated Statements of Operations for the three months
                    and nine months ended September 30, 2004 and 2003                            5
                  Consolidated Statements of Cash Flows for the nine
                    months ended September 30, 2004 and 2003                                     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                    13

Item 4.           Procedures and Controls                                                       13

Part II:          Other Information

Item 4.           Submission of Matters to a Vote of Security Holders                           14

Item 6.           Exhibits and Reports on 8-K                                                   15

Signatures                                                                                      16
</TABLE>


                                       2
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<TABLE>
<CAPTION>


                          PART I. FINANCIAL INFORMATION

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

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003


                                     ASSETS

                                                                                              September 30,  December 31,
                                                                                                   2004         2003
                                                                                               (Unaudited)   (Audited)
                                                                                               ------------ ------------

CURRENT ASSETS:
<S>                                                                                               <C>          <C>
  Cash and cash equivalents                                                                       $991,555     $483,618
  Accounts Receivable - trade, net of allowance for
     doubtful accounts of -0- in 2004 and 2003                                                   1,445,879    1,099,802
  Prepaid expenses                                                                                 244,684      159,269
                                                                                               ------------ ------------
          Total current assets                                                                   2,682,118    1,742,689
                                                                                               ------------ ------------

OIL AND GAS PROPERTIES
  Using the successful efforts method of accounting                                             55,960,490   58,472,886

OTHER PROPERTY AND EQUIPMENT                                                                     1,828,769    2,132,220
  Less accumulated depreciation, depletion
     and amortization                                                                           (9,452,293) (10,017,931)
                                                                                               ------------ ------------

  Net oil and gas properties, and
     other property and equipment                                                               48,336,966   50,587,175
                                                                                               ------------ ------------

OTHER ASSETS:
  Deposits                                                                                          20,142       20,142
  Debt issue cost, net                                                                           2,124,289       78,768
                                                                                               ------------ ------------
          Total other assets                                                                     2,144,431       98,910
                                                                                               ------------ ------------

TOTAL ASSETS                                                                                   $53,163,515  $52,428,774
                                                                                               ============ ============

The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>


                                       3
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<TABLE>
<CAPTION>

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                              September 30,   December 31,
                                                                                                   2004         2003
                                                                                               ------------ ------------
                                                                                               (Unaudited)   (Audited)
                                                                                               ------------ ------------

CURRENT LIABILITIES
<S>                                                                                             <C>          <C>
  Notes payable                                                                                 $5,106,568   $8,182,165
  Notes payable - related parties                                                                2,140,000    1,465,000
  Current portion of long-term debt                                                                686,147   29,396,092
  Current portion of long-term debt - related parties                                              115,284      130,152
  Accounts payable - trade                                                                       4,077,890    5,002,675
  Accrued expenses                                                                                 521,987      443,568
                                                                                               ------------ ------------
          Total current liabilities                                                             12,647,876   44,619,652
                                                                                               ------------ ------------

NONCURRENT LIABILITIES
  Long-term debt, net of current portion                                                        21,374,396       35,801
  Asset retirement obligations                                                                   1,083,036    1,357,206
                                                                                               ------------ ------------
          Total noncurrent liabilities                                                          22,457,432    1,393,007
                                                                                               ------------ ------------

OTHER LIABILITIES
  Derivative instruments                                                                         3,013,131      591,467
                                                                                               ------------ ------------

Total liabilities                                                                               38,118,439   46,604,126
                                                                                               ------------ ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                                      270          190
  Common stock                                                                                      18,493       18,493
  Additional paid-in capital                                                                    34,063,386   29,283,692
  Retained deficit                                                                             (19,037,073) (23,477,727)
                                                                                               ------------ ------------
          Total stockholders' equity                                                            15,045,076    5,824,648
                                                                                               ------------ ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                                           $53,163,515  $52,428,774
                                                                                               ============ ============

The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)

                                                                             Three Months             Nine Months
                                                                         Ended September 30,      Ended September 30,
                                                                           2004        2003        2004         2003
                                                                       ------------ ----------- ----------- ------------

OPERATING REVENUES
<S>                                                                     <C>         <C>         <C>          <C>
  Oil and gas sales                                                     $2,816,386  $2,400,967  $7,811,373   $8,375,986
  Operating overhead and other income                                      (13,440)     35,096      65,568      100,804
                                                                       ------------ ----------- ----------- ------------
          Total Operating Revenues                                       2,802,946   2,436,063   7,876,941    8,476,790
                                                                       ------------ ----------- ----------- ------------

OPERATING EXPENSES
  Lease operating expenses                                               1,149,771   1,434,002   3,749,027    4,196,377
  Depreciation, depletion and amortization                                 526,277     540,312   1,402,522    1,714,921
  Accretion expense                                                         16,287                  57,003
  General and administrative                                               498,189     380,176   1,371,822    1,214,660
                                                                       ------------ ----------- ----------- ------------
          Total Operating Expenses                                       2,190,524   2,354,490   6,580,374    7,125,958
                                                                       ------------ ----------- ----------- ------------

INCOME FROM OPERATIONS                                                     612,422      81,573   1,296,567    1,350,832
                                                                       ------------ ----------- ----------- ------------

OTHER INCOME AND EXPENSE
  Interest expense                                                      (1,036,591)   (756,212) (2,971,368)  (2,328,862)
  Other financing costs                                                   (532,728)               (901,998)  (1,000,000)
  Loss on sale of assets                                                (1,891,707)    (19,848) (2,118,516)     (19,848)
  Unrealized gain (loss) on derivative Instruments                      (1,862,729)    295,030  (2,421,664)     487,197
  Abandoned property                                                                              (326,512)
  Forgiveness of debt                                                                           11,884,145
                                                                       ------------ ----------- ----------- ------------
          Total Other Income and Expense                                (5,323,755)   (481,030)  3,144,087   (2,861,513)
                                                                       ------------ ----------- ----------- ------------

INCOME (LOSS) BEFORE INCOME TAXES                                       (4,711,333)   (399,457)  4,440,654   (1,510,681)

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

NET INCOME (LOSS)                                                       (4,711,333)   (399,457)  4,440,654   (1,510,681)

DIVIDENDS ON PREFERRED STOCK (Paid 2004 - 0; 2003 - 0)                     124,375                 256,084
                                                                       ------------ ----------- ----------- ------------

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS                     $(4,835,708)  $(399,457) $4,184,570  $(1,510,681)
                                                                       ============ =========== ========================

NET INCOME (LOSS) PER SHARE,
  BASIC                                                                      $(.26)      $(.02)       $.23        $(.08)
                                                                       ============ =========== =========== ============
  DILUTED                                                                    $(.26)      $(.02)       $.14        $(.08)
                                                                       ============ =========== =========== ============

The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)

                                                                                                   2004         2003
                                                                                               ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                             <C>         <C>
  Net income (loss)                                                                             $4,440,654  $(1,510,681)
  Adjustments to reconcile net income  to net cash
     provided by operating activities:
          Depreciation, depletion, and amortization                                              1,402,522    1,714,921
          Accretion expense                                                                         57,003
          Debt issue cost expense                                                                  859,498
          Discount on note payable                                                                 261,238
          Common stock warrants issued and charged to operations                                                 25,500
          Other financing costs                                                                               1,000,000
          Notes payable issued and charged to earnings                                              61,046
          Loss on sale of assets                                                                 2,118,516       19,848
          Abandoned property                                                                       326,512
          Unrealized (gain) loss on derivate instruments                                         2,421,664     (487,197)
          Forgiveness of debt                                                                  (11,884,145)
          (Increase) decrease in accounts receivable - trade, net                                  (46,077)      97,612
          (Increase) decrease in prepaid expenses                                                  (85,415)     (70,230)
          Increase (decrease) in accounts payable and accrued expenses                            (667,412)     346,230
                                                                                               ------------ ------------
               Net cash provided by (used in) operating activities                                (734,396)   1,136,003
                                                                                               ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Sale of property and equipment                                                         1,200,350          561
          Purchase of property and equipment                                                    (3,272,059)    (911,201)
                                                                                               ------------ ------------
               Net cash used in investing activities                                            (2,071,709)    (910,640)
                                                                                               ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds on sale of preferred stock, net                                               3,363,745
          Payments on debt                                                                     (17,806,173)  (1,441,235)
          Proceeds from debt issuance                                                           19,880,258      823,164
          Debt issue cost                                                                       (2,123,788)
                                                                                               ------------ ------------
               Net cash provided by (used in) financing activities                               3,314,042     (618,071)
                                                                                               ------------ ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                   507,937     (392,708)

CASH AND CASH EQUIVALENTS, beginning of period                                                     483,618      687,694
                                                                                               ------------ ------------

CASH AND CASH EQUIVALENTS, end of period                                                          $991,555     $294,986
                                                                                               ============ ============

CASH PAID FOR INTEREST                                                                          $2,821,404   $2,183,842
                                                                                               ============ ============

The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       6
<PAGE>

                      GULFWEST ENERGY INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)


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

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

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

4.   Non-cash Investing and Financing

     During the nine month period ended September 30, 2004, we issued a note
     payable for $600,000 in exchange for an account payable for $538,954
     and $61,046 of interest expense was recorded. Also, as a result of
     refinancing debt we issued common stock warrants valued at $916,029
     which were recorded as a note discount, issued $500,000 of preferred
     stock of a wholly owned subsidiary as a commission to a financial
     advisor, recorded a $360,000 payable for a loan termination fee and
     had $11,884,145 in debt forgiven by the prior lender. We also financed
     field trucks for $78,036,

     During the nine month period ended September 30, 2003, we decreased the
     current portion of long term debt - related parties by applying
     $17,300 in deposits and reclassified $176,324 from accrued expenses to
     current portion of long term debt. Also during the period, $1 million
     in preferred stock was issued to an energy lender as required by an
     agreement that expired on May 29,2003.

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 an 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 an additional 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 2003, respectively. The agreement
     calls for the initial volumes of 15,000 barrels of oil and 50,000
     Mmbtu of gas per month, declining monthly thereafter. These agreements
     were terminated in April 2004 with the refinancing of the related
     debt. We entered into a second agreement, as a result of refinancing
     the debt, commencing May 2004, to hedge a portion of our oil and gas
     sales for the period of May 2004 through October 2005. The agreement
     calls for 10,000 barrels of oil and 60,000 Mmbtu of gas per month. As
     a result of these agreements, we realized a decrease in revenues of
     $1,154,349 for the nine month period ended September 30, 2004 and a
     decrease in revenues of $1,209,982 for the nine month period ended
     September 30, 2003, which is included in oil and gas sales.

                                       7
<PAGE>

     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.

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 2004 and
     2003 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:
<TABLE>
<CAPTION>

         Three months                                   2004                                    2003
         ---------------------------    -------------------------------------   -------------------------------------
                                          As Reported           Proforma           As Reported          Proforma
<S>           <C>                       <C>                                     <C>
         SFAS 123 compensation cost     $                   $    420,250        $                    $
         APB 25
         compensation cost              $                   $                   $                    $
         Net income (loss)              $ (4,835,708)       $ (5,255,958)       $    (399,457)       $    (399,457)
         Income (loss) per
         common share,
           Basic                        $       (.26)       $       (.28)       $        (.04)       $        (.04)
           Diluted                      $       (.26)       $       (.28)       $        (.04)       $        (.04)

</TABLE>


                                       8
<PAGE>
<TABLE>
<CAPTION>

         Nine months                                   2004                                     2003
         ---------------------------    ------------------------------------    -------------------------------------
                                          As Reported             Proforma       As Reported            Proforma
<S>                                     <C>                                     <C>
         SFAS 123
         compensation cost              $                   $    425,500        $                    $       7,350
         APB 25
         compensation cost              $                   $                   $                    $
         Net income (loss)              $  4,184,570        $  3,759,070        $  (1,510,681)       $  (1,518,031)
         Income (loss) per
         common share,
           Basic                        $        .23        $        .20        $        (.08)       $        (.08)
           Diluted                      $        .14        $        .12        $        (.08)       $        (.08)
</TABLE>

7.   As shown in the financial statements, we had a working capital deficiency
     of $9,965,758 at September 30, 2004 and $42,876,963 for the year ended
     December 31, 2003. This and other conditions raise substantial doubt about
     our ability to continue as a going concern.


                                       9
<PAGE>

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.

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 September 30, 2004 compared to Three Month Period Ended
September 30, 2003.

Revenues

     Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the quarter increased 17% from $2,401,000 in 2003 to $2,816,400 in 2004 due to
higher commodity prices offset by lower production volumes and the sale of two
properties in West Texas and one property in Oklahoma. The lower production
volumes were due to the natural decline in production from our Gulf Coast
fields. We have implemented a development plan which should result in increased
production in future quarters.

     Operating Overhead and Other Income. Revenues from these activities
decreased from $35,100 in 2003 to $(13,400) in 2004. This was due to
fluctuations in prices of natural gas in our imbalance accounts.

Costs and Expenses

     Lease Operating Expenses. Lease operating expenses decreased 20% from
$1,434,000 in 2003 to $1,149,800 in 2004 due to lower production volumes and the
sale of two properties in West Texas and one property in Oklahoma.

                                       10
<PAGE>

     Depreciation, Depletion and Amortization (DD&A). DD&A decreased 3% from
$540,300 in 2003 to $526,300 in 2004, due to lower commodity sales volumes.

     General and Administrative (G&A) Expenses. G&A expenses increased 31% for
the period from $380,200 in 2003 to $498,200 in 2004, due to increased costs
related to our financing activities.

     Interest Expense. Interest expense increased 37% from $756,200 in 2003 to
$1,036,600 in 2004, primarily due to a significant increase in our interest rate
following our refinancing.

Nine-Month Period Ended September 30, 2004 compared to Nine-Month Period Ended
September 30, 2003.

Revenues

     Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the period decreased 7% from $8,376,000 in 2003 to $7,811,400 in 2004 due to
lower production volumes and the sale of two properties in West Texas and one
property in Oklahoma. Our development plan to increase production did not start
until May 2004.

     Operating Overhead and Other Income. Revenues from these activities
decreased 35% from $100,800 in 2003 to $65,600 in 2004. This was due to
fluctuations in prices of natural gas in our imbalance accounts.

Costs and Expenses

     Lease Operating Expenses. Lease operating expenses decreased 11% from
$4,196,400 in 2003 to $3,749,000 in 2004 due to lower production volumes and the
sale of two properties in West Texas and one property in Oklahoma.

     Depreciation, Depletion and Amortization (DD&A). DD&A decreased 18% from
$1,714,900 in 2003 to $1,402,500 in 2004, due to lower commodity sales volumes.

     General and Administrative (G&A) Expenses. G&A expenses increased 13% for
the period from $1,214,700 in 2003 to $1,371,800 in 2004, due to increased costs
related to our financing activities.

     Interest Expense. Interest expense increased 28% from $2,328,900 in 2003 to
$2,971,400 in 2004, due to a significant increase in our interest rate following
our refinancing.

                                       11
<PAGE>


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

     At September 30, 2004, our current liabilities exceeded our current assets
by $9,965,758. We had a loss of $4,835,708 for the quarter compared to a loss of
$399,457 for the period in 2003. The loss for 2004 included a non-cash loss of
approximately $1.9 million associated with the change in our estimate of the
fair value of our hedge, approximately $1.9 million loss on the sale of assets
and approximately $500,000 of amortization of expenses associated with our
refinancing.

     During the third quarter of 2004, our sales volumes were 40,733 barrels of
crude oil and 272,611 Mcf of natural gas compared to 49,330 barrels of crude oil
and 263,561 Mcf of natural gas in the third quarter of 2003. Revenue for crude
oil sales for the period was $1,332,744 in 2004 compared to $1,176,604 in 2003
and for natural gas sales was $1,483,642 in 2004 compared to $1,224,363 in 2003.

     During the nine-month period ended September 30, 2004 our sales volumes
were 127,530 barrels of oil and 756,614 Mcf of natural gas compared to 169,953
barrels of oil and 908,346 Mcf of natural gas for the period in 2003. Revenue
for crude oil sales for the period was $3,861,893 in 2004 compared to $4,076,097
in 2003 and for natural gas sales was $3,949,480 in 2004 compared to $4,299,889
in 2003.

     On April 27, 2004, in our wholly-owned subsidiary, GulfWest Oil and Gas
Company, we completed an $18,000,000 financing package with a new energy lender.
We used $15,700,000 to retire existing debt of $27,584,145, resulting in
forgiveness of debt of $11,884,145. This taxable gain will be completely offset
by available net operating loss carryforwards. The term of the note is eighteen
months and it bears interest at the prime rate plus 11%. This rate increases by
..75% per month beginning in month ten. We paid the new lender $1,180,000 in cash
fees and also issued the new lender warrants to purchase 2,035,621 shares of our
common stock at an exercise price of $.01 per share, expiring in five years. The
warrants are subject to demand registration and anti-dilution provisions.

     Simultaneously, our wholly-owned subsidiary, GulfWest Oil & Gas Company,
completed the initial phase of a private offering of its Series A Preferred
Stock for $4,000,000. The Series A Preferred Stock is exchangeable for our
Common Stock based on a liquidation value of $500 per share of Series A
Preferred Stock divided by $.35 per share of our Common Stock. As part of a fee
and commission, we issued $500,000 of the Series A Preferred Stock to a
financial advisor. One of our directors acquired $1,500,000 of the Series A
Preferred Stock.

     Of the $21,500,000 total cash raised, we used $15,700,000 to pay existing
debt and $1,580,000 to pay fees and commissions, leaving $4,220,000 available
for capital expenditures and working capital.

     As of September 30, 2004 we have incurred $2,983,787 in loan fees. This
includes lender fees of $1,540,000 ($1,180,000 paid in cash and a $360,000 fee
due at the termination of the loan), financial advisor fees of $1,150,000, which
includes the $500,000 of Series A Preferred Stock, and $293,787 for other
professional fees. Also, the lender charges a quarterly administrative fee of
$25,000. These costs are being amortized over the term of the loan and are
included in other financing costs.

     In addition we issued the lender warrants valued at $916,029. The value of
the warrants is recorded as a note discount and is being expensed over the term
of the loan and included in interest expense.


                                       12
<PAGE>


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 2003
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 September 30, 2004, the Company carried variable rate debt of
$28,885,455. Assuming a one percentage point change at September 30, 2004 on the
Company's variable rate debt, the annual pretax income would change by $288,855.

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
September 30, 2004, these derivative instruments' liabilities had a fair value
of $3,013,131. 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.  PROCEDURES AND CONTROLS
-------  -----------------------

     As of September 30, 2003, an evaluation was performed under the supervision
and with the participation of the Company's management, including the CEO and
Vice President of Finance, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. Based on that evaluation, the
Company's management, including the CEO and Vice President of Finance, concluded
that the Company's disclosure controls and procedures were effective as of
September 30, 2004. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect internal
controls subsequent to September 30, 2004.


                                       13
<PAGE>

PART II.  OTHER INFORMATION

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

     The annual meeting of shareholders was held on July 8, 2004 to consider:
Proposal 1 which was the election of five persons to the board of directors of
the Company (the "Board"); Proposal 2 which was the approval of the amendment of
the Company's Articles of Incorporation to increase the number of shares of
Class A Common Stock, par value $.001 per share ("Common Stock") that the
Company will have authority to issue from 40,000,000 to 80,000,000 shares; 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 15,651,898 (84.6%) 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 15,651,898 shares of Common Stock present in person or by proxy
and entitled to be voted at the meeting, 15,651,650 votes were cast for each of
the nominees for director of the Corporation (except for 2,000 votes withheld
for Mr. Waggoner, 2,900 votes withheld for Mr. Kaetzer, 2,900 votes withheld for
Mr. Loehr and 29,300 votes withheld for Mr. Smith). No votes were cast against
the nominees. 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.

     Of the 15,651,898 shares of Common Stock present in person or by proxy and
entitled to be voted at the meeting, 15,574,033 votes (99.5%) were cast for
Proposal 2, 11,365 votes were cast against and 66,500 votes were cast as
abstentions. Proposal 2 passed and was approved.


                                       14
<PAGE>

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

         (a)      Exhibits -
<TABLE>
<CAPTION>

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

<S>                <C>
                  *3.1       Articles of Incorporation of the Registrant and Amendments thereto.

                  &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.

                  #3.2       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.

                  *3.4       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.

                  31.1       Certification  of Chief Executive  Officer  pursuant to Exchange rule 13a-14(a) as adopted pursuant
                             to Section 302 of the Sarbanes-Oxley Act of 2002; filed herewith.

                  31.2       Certification  of Chief Financial  Officer  pursuant to Exchange rule 13a-14(a) as adopted pursuant
                             to Section 302 of the Sarbanes-Oxley Act of 2002; filed herewith.

                  32         Certification  pursuant to 18. U.S.C Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act
                             of 2002; filed herewith.

-----------------------------------
                  *          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
                             October 18, 1999.

                  #          Previously  filed with the Registrant's  Definitive  Proxy Statement,  filed with the Commission on
                             April 16, 2001.

                  (b)      Form 8-K -       None.
</TABLE>

                                       15
<PAGE>

                                   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 10, 2004            by: /s/ Thomas R. Kaetzer
                                        ------------------------------
                                        Thomas R. Kaetzer
                                        President

Date:  November 10, 2004            by: /s/ Jim C. Bigham
                                        -------------------------------
                                        Jim C. Bigham
                                        Executive Vice President and Secretary

Date:  November 10, 2004            By: /s/ Richard L. Creel
                                        -------------------------------
                                        Richard L. Creel
                                        Vice President of Finance

                                       16