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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 September 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,  November 14, 2001,  was 18,472,541
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
September  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
September 30, 2001 and is incorporated by reference herein.

                              GULFWEST ENERGY INC.

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

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

Part I:   Financial Information

Item 1.   Financial Statements
          Consolidated Balance Sheets, September 30, 2001
            and December 31, 2000                                         3
          Consolidated Statements of Operations for the three months
            and nine months ended September 30, 2001 and 2000             5
          Consolidated Statements of Cash Flows for the nine
            months ended September 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 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
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000

                                     ASSETS

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

CURRENT ASSETS:
  Cash and cash equivalents                                            $            661,606      $           663,032
  Accounts Receivable - trade, net of allowance for
     doubtful accounts of -0- in 2001 and 2000                                    1,701,603                2,188,421
  Prepaid expenses                                                                  215,232                   83,351
                                                                       ----------------------    ---------------------
          Total current assets                                                    2,578,441                2,934,804
                                                                       ----------------------    ---------------------

OIL AND GAS PROPERTIES
  Using the successful efforts method of accounting                              50,673,043               30,895,049

OTHER PROPERTY AND EQUIPMENT                                                      2,301,228                1,961,203
  Less accumulated depreciation, depletion
     and amortization                                                            (5,636,859)              (4,049,510)
                                                                       ----------------------    ---------------------

  Net oil and gas properties, and
     other property and equipment                                                47,337,412               28,806,742
                                                                       ----------------------    ---------------------

OTHER ASSETS:
  Deposits                                                                           27,638                   27,638
  Investments                                                                                                122,785
  Debt issue cost                                                                   540,388                  482,159
  Derivative instruments                                                             60,293
                                                                       ----------------------    ---------------------
          Total other assets                                                        628,319                  632,582
                                                                       ----------------------    ---------------------

TOTAL ASSETS                                                           $         50,444,172      $        32,374,128
                                                                       ======================    =====================

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

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

                      LIABILITIES AND STOCKHOLDERS' EQUITY

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

CURRENT LIABILITIES
  Notes payable                                                        $           2,890,690     $            935,300
  Notes payable - related parties                                                     60,000                  700,000
  Current portion of long-term debt                                                2,691,769                3,111,120
  Current portion of long-term debt - related parties                                222,957                  303,296
  Accounts payable - trade                                                         3,322,379                2,189,656
  Accrued expenses                                                                   254,118                  355,614
                                                                       ----------------------    ---------------------
          Total current liabilities                                                9,441,913                7,594,986
                                                                       ----------------------    ---------------------

NONCURRENT LIABILITIES
  Long-term debt, net of current portion                                          28,373,176               17,960,455
  Long-term debt, related parties                                                    232,600                  116,916
                                                                       ----------------------    ---------------------
          Total noncurrent liabilities                                           28,605,776                18,077,371
                                                                       ----------------------    ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                       170                        80
  Common stock                                                                       18,473                    18,445
  Additional paid-in capital                                                     28,150,332                23,537,900
  Retained deficit                                                              (15,672,492)              (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                                             12,496,483                6,701,771
                                                                       ----------------------    ---------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                   $         50,544,172      $        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 NINE MONTHS ENDED
                           SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

                                                              Three Months                                Nine Months
                                                           Ended September 30,                        Ended September 30,
                                                        2001                 2000                 2001                  2000
                                                 -----------------    -----------------    ------------------    ------------------

OPERATING REVENUES
  Oil and gas sales                               $     3,457,920      $     2,173,680      $       9,722,585     $      5,604,244
  Well servicing revenues                                  54,108               18,318                136,072              189,579
  Operating overhead and other income                     157,175               99,850                324,167              240,558
                                                 -----------------    -----------------    ------------------    ------------------
          Total Operating Revenues                      3,669,203            2,291,848             10,182,824            6,034,381
                                                 -----------------    -----------------    ------------------    ------------------

OPERATING EXPENSES
  Lease operating expenses                              1,309,206              809,390              3,740,632            2,229,957
  Cost of well servicing operations                        53,555               23,307                136,911              206,637
  Depreciation, depletion and amortization                795,298              320,390              1,838,371              801,829
  General and administrative                              427,355              393,964              1,233,335            1,138,642
                                                 -----------------    -----------------    ------------------    ------------------
          Total Operating Expenses                      2,585,414            1,547,051              6,949,249            4,377,065
                                                 -----------------    -----------------    ------------------    ------------------

INCOME FROM OPERATIONS                                  1,083,789              744,797              3,233,575            1,657,316
                                                 -----------------    -----------------    ------------------    ------------------
OTHER INCOME AND EXPENSE
  Interest income                                                                                                           15,247
  Interest expense                                       (707,244)            (605,250)            (1,993,452)          (1,527,485)
  Gain (loss) on sale of assets                            (9,626)                 816               (118,254)               7,143
  Unrealized gain on derivate instruments               1,305,075                                   3,807,728
                                                 -----------------    -----------------    ------------------    ------------------
          Total Other Income and Expense                  588,205             (604,434)             1,696,022           (1,505,095)
                                                 -----------------    -----------------    ------------------    ------------------
INCOME BEFORE INCOME TAXES AND
  CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLES                                 1,671,994              140,363              4,929,597              152,221

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

INCOME BEFORE CUMULATIVE EFFECT OF
  CHANGE IN ACCOUNTING PRINCIPLE                        1,671,994              140,363              4,929,597              152,221
                                                 -----------------    -----------------    ------------------    ------------------

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

NET INCOME                                              1,671,994              140,363              1,182,162              152,221
                                                 =================    =================    ==================    ==================
NET INCOME PER SHARE, BASIC, BEFORE
  CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                           $            .09     $            .01     $              .26                  .01
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                                                                   (.20)
                                                 -----------------    -----------------    ------------------    ------------------
NET INCOME PER COMMON SHARE, BASIC               $            .09     $            .01     $              .06    $             .01
                                                 =================    =================    ==================    ==================
NET INCOME PER SHARE, DILUTED, BEFORE
  CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                           $            .08     $            .01     $              .24    $             .01
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                                                                   (.18)
                                                 -----------------    -----------------    ------------------    ------------------

NET INCOME PER SHARE, DILUTED                    $            .08     $            .01     $              .06    $             .01
                                                 =================    =================    ==================    ==================
The Notes to Consolidated Financial Statements are an integral part of these statements.

                                       5

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                                 $      1,182,162      $       152,221
  Adjustments to reconcile net income  to net cash
     provided by operating activities:
          Depreciation, depletion, and amortization                                                 1,838,371              801,829
          Common stock and warrants issued and charged to operations                                                        15,660
          (Gain) Loss on sale of assets                                                                118,254              (7,143)
          Unrealized gain on derivative instruments                                                 (3,807,728)
          Cumulative effect of accounting change                                                     3,747,435
          Other non-operating (income)                                                                                      (5,780)
          (Increase) decrease in accounts receivable - trade, net                                      457,087          (1,137,833)
          (Increase) decrease in prepaid expenses
          Increase (decrease) in accounts payable and accrued expenses                               1,031,227           1,257,128
                                                                                             ------------------    ----------------
               Net cash provided by operating activities                                             4,434,927           1,023,573
                                                                                             ------------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from sale and disposition of property and equipment                                 394,423              14,665
          Purchase of property and equipment                                                        (5,573,502)         (3,157,485)
                                                                                             ------------------    ----------------
               Net cash used in investing activities                                                (5,179,079)         (3,142,820)
                                                                                             ------------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from sale or subscription of common stock                                                               857,878
          Payments on debt                                                                          (4,958,995)           (937,294)
          Proceeds from debt issuance                                                                5,710,801           2,264,510
          Debt issue cost                                                                               (9,080)           (322,407)
                                                                                             ------------------    ----------------
               Net cash provided by financing activities                                               742,726           1,862,687
                                                                                             ------------------    ----------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                                   (1,426)           (256,560)

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

CASH AND CASH EQUIVALENTS, end of period                                                     $         661,606     $        30,740
                                                                                             ==================    ================

CASH PAID FOR INTEREST                                                                       $         672,028     $       353,220
                                                                                             ==================    =================

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
                           SEPTEMBER 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; GulfWest  Development Company formed November 9,
     2000;  and,  GulfWest Oil and Gas Company  (Louisiana)  LLC formed July 31,
     2001. All material  intercompany  transactions  and balances are eliminated
     upon consolidation.

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

4.   Following is a schedule of income available to common shareholders:

                                                       Three Months                           Nine Months
                                                   Ended September 30,                    Ended September 30,

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

Net Income                                  $    1,671,994     $        140,363    $     1,182,162     $      152,221
Dividends on preferred stock                        28,125                                  28,125
                                            ---------------    ----------------    ----------------    ---------------
Net income available to common
shareholders                                $    1,643,869     $        140,363    $     1,154,307     $      152,221
                                            ===============    ================    ================    ===============

5.   Non-cash Investing and Financing

     During  the nine  month  period  ended  September  30,  2001,  we  acquired
     $15,034,849 in property and equipment through  $10,422,299 in notes payable
     to financial  institutions and related parties,  by issuing 9,000 shares of
     preferred  stock valued at  $4,500,000,  by issuing 27,500 shares of common
     stock valued at $21,050, and by issuing 150,000 warrants valued at $91,500.

6.   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.
                                       7

     We entered into the  agreement,  commencing in May 2000, to hedge a portion
     of our oil and gas sales for the period of May 2000 through April 2004. The
     agreement  calls for initial volumes of 7,900 barrels of oil and 52,400 Mcf
     of gas per month,  declining monthly  thereafter.  We entered into a second
     agreement with the energy lender,  commencing  September  2001, to hedge an
     additional  portion of our oil and gas sales for the  periods of  September
     2001  through  July  2004  and  September   2001  through   December  2002,
     respectively.  The agreement calls for initial volumes of 15,000 barrels of
     oil and 50,000 Mmbtu of gas per month,  declining monthly thereafter.  As a
     result of these  agreements,  we  realized a  reduction  in  revenues  of $
     1,096,971 for the  nine-month  period ended  September  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.

     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.

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

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the quarter increased 59% from $2,173,700 in 2000 to $3,457,900 in 2001, despite
lower oil and gas prices.  This was due to increased  production  as a result of
our acquisitions of additional properties and development activities. The volume
of oil and gas sales increased 138% and 45%, respectively.

     Well Servicing Revenues.  Revenues from well servicing operations increased
196% from $18,300 in 2000 to $54,100 in 2001,  due to more work being  performed
for third parties in 2001 compared to 2000.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
increased  57% from  $99,900 in 2000 to $157,200 in 2001.  This was due to a fee
received  for the  farm-out  of  exploration  rights  on one of our  undeveloped
properties.

                                       9

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased 62% from
$809,400  in  2000  to  $1,309,200  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.

     Cost of Well Servicing  Operations.  Well servicing expenses increased 130%
from  $23,300 in 2000 to $53,600  in 2001 due to more work being  performed  for
third parties in 2001 compared to 2000.

     Depreciation,  Depletion  and  Amortization  (DD and A). DD and A increased
148% from  $320,400  in 2000 to $795,300 in 2001,  due to  significantly  higher
production  as  a  result  of  additional  acquisitions  and  field  development
activities.

     General and  Administrative (G and A) Expenses.  G and A expenses increased
8% for the period from  $394,000  in 2000 to  $427,400 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 17% from $605,300 in 2000 to
$707,200 in 2001,  primarily due to interest on debt  associated with additional
acquisitions and our capital development program.

Nine-Month  Period Ended September 30, 2001 compared to Nine-Month  Period Ended
September 30, 2000.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the period increased 73% from $5,604,200 in 2000 to $9,722,600 in 2001. This was
due to increased  oil and gas  production  from our  acquisitions  of additional
properties and development projects.

     Well Servicing Revenues.  Revenues from well servicing operations decreased
by 28% from $189,600 in 2000 to $136,100 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 35% from $240,600 in 2000 to $324,200 in 2001.  This was due primarily
to a fee  received  for  the  farm-out  of  exploration  rights  on  one  of our
undeveloped properties.

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased 68% from
$2,230,000 in 2000 to $3,740,600 in 2001, due to the  acquisitions of additional
properties,  greater  oil and gas  production,  and the  costs  related  to such
production.

     Cost of Well Servicing Operations. Well servicing expenses decreased by 34%
from  $206,600  in 2000  to  $137,000  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
129% from $801,800 in 2000 to $1,838,400 in 2001,  due to  significantly  higher
production   resulting  from  additional   acquisitions  and  field  development
activities.
                                       10

     General and  Administrative (G and A) Expenses.  G and A expenses increased
8% for the period from $1,138,600 in 2000 to $1,233,300 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 31% from $1,527,500 in 2000 to
$1,993,500 in 2001, due to debt associated with additional  acquisitions and our
capital development program.

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

     At September 30, 2001, our current liabilities  exceeded our current assets
by  $6,863,472.  We had a profit of  $1,671,994  for the  quarter  compared to a
profit of $140,363 for the period in 2000.

     During the third quarter of 2001,  we sold 89,808  barrels of crude oil and
445,227 Mcf of natural gas  compared to 37,727  barrels of crude oil and 307,736
Mcf of natural gas in the third quarter of 2000. Revenue for crude oil sales for
the quarter was  $2,088,104 in 2001 compared to $972,987 in 2000 and for natural
gas sales was $1,369,816 in 2001 compared to $1,200,693.

     On August 17,  2001,  we purchased  several oil and natural gas  properties
located  in four  fields  in Texas  and  Louisiana.  The  effective  date of the
acquisition was July 1, 2001. 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 1.2 million barrels
of oil and 9.5 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 was $15 million in a combination of notes payable,  preferred
stock,  cash,  warrants and common  stock.  Financing  was  arranged  through an
existing  credit  facility and included  expanding the company's  credit 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  September  30,  2001,  the  Company  carried  variable  rate debt of
$33,046,729. Assuming a one percentage point change at September 30, 2001 on the
Company's variable rate debt, the annual pretax income would change by $330,467.

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 2001,  these  derivative  instrument's  assets had a fair value of
$60,293. 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 6. EXHIBITS AND REPORTS ON FORM 8-K.
------- ---------------------------------

     (a)  Exhibits -

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

                  *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.
---------------

                    *    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 -

          Current  Report on Form 8-K reporting  Item 2.  Acquisition of Assets,
          dated August 16, 2001, filed with the Commission on August 31, 2001.

                                       13

                                   SIGNATURES

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

                                    GULFWEST ENERGY INC.
                                        (Registrant)

Date: November 18, 2002             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 September 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
```