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 March 31, 2005

                                       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, May 13, 2005, was 28,726,831 shares of
Class A Common Stock, $.001 par value.

<PAGE>


<TABLE>
<CAPTION>

                              GULFWEST ENERGY INC.

                         FORM 10-Q FOR THE QUARTER ENDED
                                 MARCH 31, 2005


                                                                                        Page of
                                                                                       Form 10-Q
                                                                                       ---------
Part I:  Financial Statements

<S>                                                                                      <C>
Item 1.           Financial Statements
                    Consolidated Balance Sheets, March 31, 2005,
                       and December 31, 2004                                                3
                    Consolidated Statements of Operations-for the three
                       months ended March 31, 2005, and 2004                                5
                    Consolidated Statements of Cash Flows-for the three
                       months ended March 31, 2005, and 2004                                6
                  Notes to Consolidated Financial Statements                                7

Item 2.           Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                                                          14

Item 3.           Quantitative and Qualitative Disclosures about Market Risk               16

Item 4.           Controls and Procedures                                                  17

Part II:          Other Information

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds              18

Item 6.           Exhibits                                                                 18

Signatures                                                                                 22

</TABLE>



                                       2

<PAGE>



                                           PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2005 AND DECEMBER 31, 2004

                                     ASSETS

<TABLE>
<CAPTION>
                                                             March 31,      December 31,
                                                               2005            2004
                                                             (Unaudited)     (Audited)
                                                            ------------    ------------
CURRENT ASSETS
<S>                                                         <C>             <C>
     Cash and cash equivalents                              $  2,274,825    $    411,377
     Accounts receivable - trade, net of allowance
          for doubtful accounts of $-0- in 2005 and 2004       2,634,920       1,674,448
     Prepaid expenses                                            302,785         128,717
                                                            ------------    ------------
               Total current assets                            5,212,530       2,214,542
                                                            ------------    ------------
PROPERTY AND EQUIPMENT
     Oil and gas properties, using the successful efforts
           method of accounting                               60,541,372      58,557,072
     Other property and equipment                              1,482,930       1,437,206
      Less: accumulated depreciation, depletion and
          amortization                                       (10,526,740)     (9,870,962)
                                                            ------------    ------------
     Net property and equipment                               51,497,562      50,123,316
                                                            ------------    ------------
OTHER ASSETS
     Deposits                                                      9,804
                                                                                   9,804
     Investments                                                 297,368         274,362
     Debt issue cost, net                                           --
                                                                               1,756,316
     Deferred tax asset                                        4,710,242       3,322,551
                                                            ------------    ------------
               Total other assets                              5,017,414
                                                                               5,363,033
                                                            ------------    ------------
TOTAL ASSETS                                                $ 61,727,506    $ 57,700,891
                                                            ============    ============
</TABLE>



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


                                       3

<PAGE>



                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2005 AND DECEMBER 31, 2004

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                             March 31,     December 31,
                                                               2005            2004
                                                            (Unaudited)      (Audited)
                                                           ------------    -------------
CURRENT LIABILITIES
<S>                                                        <C>             <C>
     Notes payable                                         $     40,300    $  4,916,568
     Notes payable - related parties                               --         2,140,000
     Current portion of long-term debt                           92,544      22,686,254
     Current portion of long-term debt - related parties           --           112,192
     Accounts payable - trade                                 2,800,703       4,654,561
     Accrued expenses
                                                                293,072         940,587
     Income taxes payable
                                                                118,255         118,255
                                                           ------------    ------------
               Total current liabilities                      3,344,874      35,568,417
                                                           ------------    ------------
NONCURRENT LIABILITIES
     Long-term debt, net of current portion                      92,245         805,450
     Asset retirement obligations                             1,164,015       1,144,854
                                                           ------------    ------------
               Total noncurrent liabilities                   1,256,260       1,950,304
                                                           ------------    ------------
OTHER LIABILITIES
     Derivative instruments                                   3,519,009       1,505,527
                                                           ------------    ------------
               Total Liabilities                              8,120,143      39,024,248
                                                           ------------    ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred stock
                                                                  1,045             253
     Common stock
                                                                 24,923          19,394
     Additional paid-in capital                              72,767,869      34,062,502
     Retained deficit                                       (19,186,474)    (15,405,506)
                                                           ------------    ------------
               Total stockholders' equity                    53,607,363      18,676,643
                                                           ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 61,727,506    $ 57,700,891
                                                           ============    ============
</TABLE>




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


                                       4
<PAGE>



                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                         Three Months Ended March 31,
                                                         ---------------------------
                                                             2005           2004
                                                         ------------   -----------
OPERATING REVENUES
<S>                                                      <C>            <C>
     Oil and gas sales                                   $ 3,634,160    $ 2,500,640
     Operating overhead and other income                      30,173         38,089
                                                         -----------    -----------
          Total Operating Revenues                         3,664,333      2,538,729
                                                         -----------    -----------
OPERATING EXPENSES
     Lease operating expenses                              1,400,864      1,314,284
     Depreciation, depletion and amortization                655,778        439,202
     Dry holes, abandoned property and impaired assets          --            2,156
     Accretion expense                                        19,161         20,358
     General administrative                                  618,227        401,192
                                                         -----------    -----------
          Total Operating Expenses                         2,696,186      2,175,036
                                                         -----------    -----------
INCOME FROM OPERATIONS                                       968,147        363,693
                                                         -----------    -----------
OTHER INCOME AND EXPENSE
     Interest expense                                     (1,198,501)      (920,168)
     Other financing costs                                      --       (1,905,159)
     Loss on sale of property and equipment                  (13,022)          --
     Unrealized gain (loss) on derivative instruments     (2,013,481)       287,847
                                                         -----------    -----------
          Total Other Income and (Expense)                (5,130,163)      (632,321)
                                                         -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES                         (4,162,016)      (268,628)

INCOME TAX BENEFIT                                         1,387,691           --
                                                         -----------    -----------
NET INCOME (LOSS)                                         (2,774,325)      (268,628)

DIVIDENDS ON PREFERRED STOCK (Paid 2005
  - $1,006,643; Paid 2004 - 0)                              (773,120)       (34,375)
                                                         -----------    -----------
NET INCOME (LOSS) AVAILABE TO COMMON SHAREHOLDERS        $(3,547,445)   $  (303,003)
                                                         ===========    ===========
NET INCOME (LOSS) PER SHARE, BASIC AND DILUTED           $      (.17)   $      (.02)
                                                         ===========    ===========
</TABLE>




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

                                       5
<PAGE>



                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                          Three Months Ended March 31,
                                                                         ----------------------------
                                                                             2005            2004
                                                                         ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>             <C>
     Net income (loss)                                                   $ (2,774,325)   $   (268,628)
     Adjustments  to  reconcile  net  income
         (loss)  to net  cash  Provided  by
          operating activities:
               Depreciation, depletion and amortization                       655,778         439,202
               Accretion expense                                               19,161          20,358
               Stock option expense                                            70,250            --
               Debt issue cost expense                                      1,779,596            --
               Discount on note payable                                       502,120            --
               Deferred tax asset                                          (1,387,691)           --
               Note payable issued and charged to interest                       --            61,046
               Loss on sale of property and equipment                          13,022            --
               Unrealized (gain) loss on derivative instruments             2,013,482        (287,847)
               (Increase) in accounts receivable - trade, net                (949,222)       (269,388)
               (Increase) in prepaid expenses                                (174,068)       (236,952)
               Increase (decrease) in accounts
                 payableand accrued expenses                               (2,571,623)        373,384
                                                                         ------------    ------------
                   Net cash provided by (used in) operating activities     (2,803,520)       (168,825)
                                                                         ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from sale of property and equipment                             41,175            --
      Capital expenditures                                                 (2,061,503)        (84,082)
                                                                         ------------    ------------
                         Net cash used in investing activities             (2,020,328)        (84,082)
                                                                         ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of preferred stock, net                            38,345,646            --
     Proceeds from common stock warrants exercised                                200            --
     Payments on debt                                                     (31,803,219)       (122,867)
     Proceeds from debt issuance                                              820,000         130,258
     Dividends paid                                                          (675,331)           --
                                                                         ------------    ------------
                         Net cash provided by financing activities          6,687,296           7,391
                                                                         ------------    ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            1,863,448        (245,516)

CASH AND CASH EQUIVALENTS,
     Beginning of period                                                      411,377         483,618
                                                                         ------------    ------------
CASH AND CASH EQUIVALENTS,
     End of period                                                       $  2,274,825    $    238,102
                                                                         ============    ============
CASH PAID FOR INTEREST                                                   $  1,906,616    $    778,889
                                                                         ============    ============
</TABLE>


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

                                       6
<PAGE>



                      GULFWEST ENERGY INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)
1. BASIS OF PRESENTATION

         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.

         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.

         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 cash flows of GulfWest  Energy Inc. for
         the interim periods.

2. NON-CASH INVESTING AND FINANCING ACTIVITIES

         During the three month period ended March 31, 2005 we paid  $331,313 in
         dividends  by  issuing  356,250  shares of  common  stock and we issued
         29,100 shares of common stock to satisfy and record a $23,280 fee for a
         loan extension.  Also, on March 30, 2005 one of our employees exercised
         25,000 common stock options for $11,250 which is recorded as an account
         receivable.  Under our cashless exercise procedures, the stock has been
         posted for sale by a broker and the receivable will be settled when the
         stock is sold.  During the period we invested $23,006 in an oil and gas
         partnership  by  contributing  our cost basis in undrilled  oil and gas
         leases. In addition, we financed new field trucks for the $45,724 cost.

         During the three month period  ended March 31,  2004,  we issued a note
         payable for  $600,000 in exchange  for an account  payable for $538,954
         and $61,046 in interest expense was recorded.

3. DERIVATIVE INSTRUMENTS

         In the past we have  entered  into,  and may in the future  enter into,
         certain derivative arrangements with respect to portions of our oil and
         natural gas production to reduce our sensitivity to volatile  commodity
         prices.  During  2005 and 2004,  we entered  into  price  swaps and put
         agreements   with  financial   institutions.   We  believe  that  these
         derivative arrangements, although not free of risk, allow us to achieve
         a  more   predictable  cash  flow  and  to  reduce  exposure  to  price
         fluctuations.  However, derivative arrangements limit the benefit to us
         of  increases  in the  prices  of  crude  oil and  natural  gas  sales.
         Moreover,  our derivative  arrangements  apply only to a portion of our
         production and provide only partial price  protection  against declines
         in price.  Such arrangements may expose us to risk of financial loss in
         certain circumstances.  We expect that the monthly volume of derivative
         arrangements  will vary from time to time. We  continuously  reevaluate
         our price  hedging  program  in light of market  conditions,  commodity
         price forecasts,  capital spending and debt service  requirements.  The
         following  hedges  were in  place  at  March  31,  2005  or were  added
         subsequent to that date and are effective for the periods shown.

                                       7
<PAGE>


<TABLE>
<CAPTION>
               Crude Oil                                       Volume/ Month              Average Price/ Unit
               ---------                                       --------------             -------------------
<S>                                         <C>                <C>                             <C>
May 2004 thru October 2005                    Swap              10,000 Bbls                     $32.00
April  2005 thru June 2005                    Swap               2,000 Bbls                     $56.50
July 2005 thru October 2005                   Swap               1,000 Bbls                     $56.50
November & December 2005                      Swap                11,000 Bbls                   $56.50
January 2006 thru March 2006                 Collar             10,000 Bbls           Floor $50.00-$59.00 Ceiling
April 2006 thru December 2006                Collar              9,000 Bbls           Floor $50.00-$59.00 Ceiling
January 2007 thru December 2007              Collar              3,000 Bbls           Floor $45.00-$59.45 Ceiling

              Natural Gas                                     Volume/ Month               Average Price/ Unit
              ------------                                    -------------               --------------------
June 2004 thru October 2005                   Swap             60,000 MMBTU                      $5.15
April  2005 thru June 2005                    Swap             20,000 MMBTU                      $7.45
July 2005 thru October 2005                   Swap             10,000 MMBTU                      $7.45
November & December 2005                      Swap             70,000 MMBTU                      $7.45
January 2006 thru December 2006              Collar            70,000 MMBTU            Floor $6.00-$8.25 Ceiling
January 2007 thru December 2007              Collar            20,000 MMBTU            Floor $6.00-$6.95 Ceiling

</TABLE>

         These volumes represent  approximately 75% of the estimated  production
         (for both oil and natural gas) on currently  producing  properties  for
         the remainder of 2005 and for 2006 and  approximately  30% of estimated
         production for 2007.

         We also had the following put options in place during the first quarter
         of 2005, for the months  reflected.  These contracts were terminated in
         conjunction  with the new swap and cost-less  collars  added  effective
         April 1, 2005.


<TABLE>
<CAPTION>
                   Crude Oil                               Monthly Volume                     Price per Bbl
                   ---------                               --------------                     --------------
<S>                                                          <C>                                   <C>
November 1, 2005 to April 30, 2006                           7,000 Bbls                            $25.75 put
May 1, 2006 to October 31, 2006                              6,000 Bbls                            $25.75 put
November 1, 2006 to April 30, 2007                           5,000 Bbls                            $25.75 put

                  Natural Gas                              Monthly Volume                    Price per MMBTU
                  ------------                             --------------                    ----------------
November 1, 2005 to April 30, 2006                          50,000 MMBTU                           $4.50 put
May 1, 2006 to October 31, 2006                             40,000 MMBTU                           $4.50 put
November 1, 2006 to April 30, 2007                          30,000 MMBTU                           $4.50 put
</TABLE>

         At the end of each  reporting  period  we are  required  by SFAS 133 to
         record on our  balance  sheet the  marked  to market  valuation  of our
         derivative  instruments.  These valuations are based on the NYMEX strip
         prices for those future  periods,  as of the balance  sheet date.  As a
         result of these  agreements,  we recorded a non-cash charge to earnings
         of  $2,013,481  for the three month  period  ended March 31, 2005 and a
         benefit of $287,847 for the three month period ended March 31, 2004.

         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 Liabilities as derivative instruments.


                                       8
<PAGE>


4. 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 on the date of
         grant 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 our 2005 and 2004 financial statements.

          We use the Black  Sholes  option  pricing  model to estimate  the fair
         value of the options.  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>
                                                          2005                                     2004
         ------------------------------   --------------------------------------   -----------------------------------
                                          As Reported            Proforma          As Reported          Proforma
<S>                                       <C>                  <C>                 <C>                  <C>
         SFAS 123
               compensation cost          $                    $(11,322,000)       $                    $
         APB 25
               compensation cost          $                    $                   $                    $
         Net income (loss)                $ (3,547,445)        $(14,869,445)       $    (303,003)       $    (303,000)
         Income (loss) per
               common share,
           Basic and diluted              $      (.21)                (.72)                 (.02)                (.02)
         ------------------------------ - ----------------- -- ----------------- - ----------------- -- --------------
</TABLE>

         On December 16, 2004, the Financial  Accounting  Standards Board (FASB)
         issued FASB  Statement  No. 123 (revised  2004),  Share-Based  Payments
         which  is a  revision  of FASB  No.  123,  Accounting  for  Stock-Based
         Compensation.   Statement  123  (R)  supercedes  APB  opinion  No.  25,
         Accounting for Stock Issued to Employees, and amends FASB Statement No.
         95, Statement of Cash Flows.  Generally,  the approach in Statement 123
         (R) is similar to the approach  described in  Statement  123.  However,
         Statement  123 (R)  requires all share-  based  payments to  employees,
         including  grants of employee  stock  options,  to be recognized in the
         income statement based on their fair values.  Pro forma disclosure will
         no longer be an alternative.  The effective date of this statement will
         be our first quarter of 2006.  Management  has not yet  determined  the
         impact  that this  statement  will have on our  consolidated  financial
         statements.


5. FINANCING ACTIVITY

         On April 27, 2004, we completed an $18,000,000  financing  package with
         new  energy  lenders.  We used  $15,700,000  in net  proceeds  from the
         financing  to  retire  existing  debt  of  $27,584,145,   resulting  in
         forgiveness  of debt  of  $12,475,612,  the  elimination  of a  hedging
         liability  and the return to the  Company of Series F  Preferred  Stock
         with an aggregate liquidation  preference of $1,000,000 (this preferred
         stock,  at the request of the Company,  was transferred by the previous
         lender to a  financial  advisor  to the  Company  and to two  companies
         affiliated with two transactions. The taxable gain resulting from these
         transactions  will be completely offset by available net operating loss
         carryforwards.  The term of the note was  eighteen  months  and it bore
         interest  at the prime rate plus 11%.  The rate  increased  by .75% per
         month  beginning  in month ten. We paid the new lenders  $1,180,000  in
         cash fees and also issued them 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 were subject to anti-dilution  provisions.  In
         connection with the February 2005  transactions  described  below,  the
         anti-dilution provisions were amended such that additional issuances of
         stock  (other  than  issuances  to all  holders)  would not  trigger an
         adjustment  to the  number  of shares  issuable  upon  exercise  of the
         warrants.

                                       9
<PAGE>

         On January  7, 2005,  we amended  our April 2004  credit  agreement  to
         extend the target date for repayment to February 28, 2005. We exercised
         this option on January 26, 2005 and issued  29,100 shares of our common
         stock in connection with this amendment.

         On February 28, 2005, we sold in a private placement,  81,000 shares of
         our Series G Preferred  Stock to OCM GW Holdings,  LLC ("OCMGW") for an
         aggregate  offering  price  of  $40.5  million.  GulfWest  Oil  and Gas
         Company,  ("GWOG") a subsidiary  of the Company,  issued,  in a private
         placement,  2,000  shares of our  Series A  Preferred  Stock,  having a
         liquidation  preference of $1.0 million, to OCMGW for $1.5 million. Net
         proceeds of the offerings of  approximately  $38 million after expenses
         are  being  used  for  the  repayment  of  substantially   all  of  our
         outstanding  debt  and  other  past  due  liabilities  and for  general
         corporate purposes.

         The  Series G  Preferred  Stock  bears a coupon of 8% per year,  has an
         aggregate liquidation preference of $40.5 million, is convertible in to
         Common  Stock at $0.90 per  share  and is senior to all of our  capital
         stock.  For the  first  four  years  after  issuance,  we may defer the
         payment of dividends on the Series G Preferred Stock and these deferred
         dividends will also be  convertible  into our Common Stock at $0.90 per
         share.  In  addition,  the  Series G  Preferred  Stock is  entitled  to
         nominate  and elect a majority of the members of the Board of Directors
         of GulfWest.

         In  connection  with  these  transactions,  the  terms of the  Series A
         Preferred  Stock were  amended  such that by March 15,  2005,  all such
         stock would  either  convert  into a newly  created  Series H Preferred
         Stock on a one for one basis or into Common Stock at a conversion price
         of $0.35 per share. The Series H Preferred Stock is required to be paid
         a dividend of 40 shares of Common Stock per share of Series H Preferred
         Stock  per  year.  In  addition,   the  Series  H  Preferred  Stock  is
         convertible into Common Stock at a conversion price of $0.35 per share.
         At March 15, 2005,  holders of 6,700 shares of Series A Preferred Stock
         converted  to Series H Preferred  Stock and holders of 3,250  shares of
         Series A Preferred Stock converted to an aggregate  4,642,859 shares of
         Common Stock.  One Series H Preferred Stock holder converted its shares
         of Series H Preferred  Stock in to 285,715 shares of Common Stock.  The
         outstanding  Series H  Preferred  Stock  has an  aggregate  liquidation
         preference of $3.25 million.  The Series H Preferred Stock is senior to
         all of our capital stock other than Series G Preferred Stock.

         In  addition,  we  amended  the terms of our  9,000  shares of Series E
         Preferred Stock such that the coupon of 6% per year may be deferred for
         the next four years and these  deferred  dividends  will be convertible
         into Common Stock at conversion  price of $0.90 per share. The original
         liquidation  preference  of the  Series E  Preferred  Stock of $500 per
         share  remains  convertible  into Common Stock at $2.00 per share.  The
         Series E Preferred  Stock has an aggregate  liquidation  preference  of
         $4.5  million,  and is  senior  to all of our  Common  Stock,  of equal
         preference  with our Series D  Preferred  Stock as to  liquidation  and
         junior to our Series G and Series H Preferred Stock.


                                       10
<PAGE>




6. NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                                March 31, 2005       December 31, 2004
                                                                               -----------------     -----------------
<S>                                                                            <C>                  <C>
      Non-interest bearing note payable to an unrelated party;
         payable out of 50% of the net transportation revenues
         from a certain natural gas pipeline that is not yet in
         service; no due date.                                                  $         40,300     $         40,300

      Promissory note payable to a former director at 8%; due
         May, 2001; unsecured. Retired March, 2005                                                             40,000

      Promissory  note  payable  to an  unrelated  party at 10%; payable  on
         demand; unsecured. Retired March, 2005                                                                 5,000

      Promissory note payable to an unrelated party; payable on
         demand; interest at 8%; interest increased to 12% on
         January 1, 2003; secured by certain oil and gas
         properties. Retired March, 2005.                                                                     180,000

      Note payable to a bank; due July, 2004; secured by guaranty
         of a director; interest at prime rate (prime rate 5.25% at
         December 31, 2004 with a floor of 4.75% and a
         ceiling of 8.0%. Retired February, 2005                                                              948,291

      Promissory note payable to unrelated party; interest at 6%; due
         June, 2003. Retired January, 2005.                                                                    55,300

      Promissory note payable to one of our directors; interest at
         8%; due on demand; unsecured. Retired March, 2005.                                                    50,000

      Promissory note payable to one of our directors; interest at
         prime rate (prime rate 5.25% at December 31, 2004); due
         May, 2003; secured by Common Stock of DutchWest Oil
         Company, our wholly owned subsidiary. Retired March, 2005                                          1,450,000

      Promissory note payable to an unrelated party at 8%; due
         June 2003; secured by 4% in the last draft of the
         Common Stock of DutchWest Oil Company, our wholly
         owned subsidiary. Retired March, 2005.                                                               100,000

      Promissory note payable to an unrelated party at 8%; due
         May 2003; secured by 8% of the Common Stock of
         DutchWest Oil Company, our wholly owned subsidiary.
         Retired March, 2005.                                                                                 140,000

      Note payable to an entity owned by two directors of the
         company, due September 2004; interest at prime plus
         2% (prime rate 5.25% at December 31, 2004).  Secured
         by oil and gas leases. Retired March, 2005.                                                          600,000

</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                                March 31, 2005       December 31, 2004
                                                                               -----------------     -----------------
<S>                                                                            <C>                   <C>
      Line of credit (up to $3,500,000) to a bank; due June 2004;
         secured by the guaranty of a director; interest at prime
         rate (prime rate 5.25% at December 31, 2004) with a
         floor of 4.75% and a ceiling of 8.0%.  Retired February,
         2005.                                                                                              3,447,677
                                                                                ----------------     ----------------
                                                                                $         40,300     $      7,056,568
                                                                                ================     ================
      Long-term debt is as follows:
                                                                                    March 31,           December 31
                                                                                      2005                 2004
                                                                                ----------------     ----------------
    Line of credit (up to $3,000,000) to a bank; due July, 2005; secured
         by the guaranty of a director; interest greater  prime rates less
         .25% or 5.25% (prime note 5.25% at December 31, 2004); retired
         February 2005.                                                         $                    $     2,995,488

    Subordinated promissory notes to various individuals at 9.5%
         interest per annum; amounts include $50,000 due to related
         parties.  Retired $100,000 March, 2005.                                          50,000              150,000

    Notes payable to finance vehicles, payable in aggregate monthly
         installments of approximately $4,000, including interest of.9% to
         13% per annum; secured by the related equipment; due various
         dates through 2010.                                                             134,789               99,900

    Promissory note to a director; interest at 8.5%; due December 31,
         2003.  Retired March, 2005.                                                                           62,192

    Note payable to lender; interest at prime plus 11% (prime rate 5.25%
         at December 31, 2004) interest only; due October,2006; secured
         by related oil and gas properties. Retired February, 2005.                                        19,021,880

    Note payable to a bank with monthly principal payments
         of $36,000; interest at prime plus 1% (prime rate 5.25%
         at December 31, 2004 with a minimum prime rate of
         5.5%; final payment due November, 2003; secured by related oil
         and gas properties; extended to July, 2007. Retired February, 2005                                 1,224,000

      Note payable to unrelated party to finance saltwater disposal well
         with monthly installments of $4,540, including interest at 10%
         per annum; final payment due January, 2005; secured by related
         well.  Retired March, 2005.                                                                           50,436
                                                                                ----------------     ----------------
                                                                                                           23,603,896
      Less current portion                                                                92,544          (22,798,446)
                                                                                ----------------     ----------------
      Total long-term debt                                                      $         92,245     $        805,450
                                                                                ================     ================
</TABLE>




                                       12
<PAGE>

7. TAXES

         We incurred a taxable loss of approximately  $1.5 million and temporary
         tax differences of  approximately  $2.1 million in the first quarter of
         2005  which  resulted  in an  increase  of  approximately  $1.4  in our
         deferred tax asset.  We expect to fully utilize  theses  changes in the
         future.

8. STOCKHOLDERS EQUITY

         The following table sets forth the changes in the stockholder's  equity
during the period ended March 31, 2005.



<TABLE>
<CAPTION>
                                          NUMBER OF SHARES
                                      -------------------------
                                        PREFERRED      COMMON       COMMON  PREFERRED     ADDITIONAL        RETAINED
                                          STOCK         STOCK        STOCK    STOCK      PAID-IN CAPITAL    DEFICIT
                                      ------------    ---------     ------- ---------   ----------------  -------------
<S>                                     <C>              <C>       <C>         <C>         <C>             <C>
BALANCE DECEMBER 31, 2004               19,393,969       25,290      19,394      253         34,062,502   (15,405,506)
Common stock issued                                      29,100          29                      23,251
Preferred stock issued
  Series A                                   2,000                                20          1,499,980
  Series G                                  81,000                               810         36,844,836
Preferred stock conversions
  Series A to common stock                  (3,250)    4,642,859      4,643      (33)            (4,610)
  Series F to common stock                    (340)      170,000        170       (3)              (167)
  Series H to common stock                    (200)      285,715        286       (2)              (284)
Common stock dividends paid
  Series A Preferred                                     356,250        356                     330,956
Options and warrants exercised                            45,000         45                      11,405
Current year loss                                                                                          (2,774,325)
Dividends paid on preferred stock                                                                          (1,006,643)
                                      ------------    ---------- ----------  --------   ---------------   ------------
BALANCE MARCH 31, 2005                     104,500    24,922,893     24,923     1,045        72,767,869   (19,186,474)
                                      ============    ========== ==========  ========   ===============   ===========
</TABLE>

     Also during the period the  holders of the  remaining  6,700  shares of the
     Series A Preferred Stock, of our wholly owned  subsidiary  GulfWest Oil and
     Gas Company, converted to our Series H Preferred Stock.

     Dividends  on all  classes  of our  preferred  stock are  cumulative  until
     declared as payable by our Board of Directors. Our Series E Preferred Stock
     accumulates  at 6% per annum  payable  in cash,  Series G  Preferred  Stock
     accumulates  at 8% per annum  payable in cash and Series H Preferred  Stock
     accumulates  at 40 shares  of our  common  stock per share of the  Series H
     Preferred Stock per annum.

     The  following  table  sets  forth  the  accumulated  value  of  undeclared
     dividends of our preferred stock at March 31, 2005.

     Series E Preferred Stock                                   $ 23,671
     Series G Preferred Stock                                    284,055
     Series H Preferred Stock                                     25,784
                                                                --------
                                                                $333,510
                                                                ========

     Subsequent to the end of the quarter  holders of 1,250 shares of our Series
     H Preferred  Stock  converted to  1,785,714  shares of our common stock and
     2,018,224 common stock warrants were exercised.



                                       13
<PAGE>



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

         Overview.
         We are primarily engaged in the acquisition,  development, exploitation
         and  production of crude oil and natural gas,  primarily in the onshore
         producing  regions of the  United  States.  Our focus is on  increasing
         production from our existing  properties through further  exploitation,
         development and exploration,  and on acquiring  additional interests in
         undeveloped  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.  This
                  represents over 98% of our gross revenues.

         2.       Operating   overhead  and  other   income  that   consists  of
                  administrative  fees  received  for  operating  crude  oil and
                  natural gas properties for other working interest owners,  and
                  for marketing and  transporting  natural gas for those owners.
                  This  also   includes   earnings   from  other   miscellaneous
                  activities.

         The  following  is  a  discussion  of  our   consolidated   results  of
         operations,  financial condition and capital resources. You should read
         this  discussion  in  conjunction  with  our   Consolidated   Financial
         Statements and the Notes thereto contained elsewhere herein.

         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 cost and
         efficiency  of  operating  our  own   properties,   (4)  depletion  and
         depreciation  of oil and gas property  costs and related  equipment (5)
         the  level of and  interest  rates on  borrowings,  (6) the  level  and
         success of  acquiring  or finding new  reserves,  and the  acquisition,
         finding and development  costs incurred in adding these  reserves,  and
         (7) the adoption of changes in accounting rules.

         We consider  depletion and  depreciation  of oil and gas properties and
         related support equipment to be critical  accounting  estimates,  based
         upon estimates of total recoverable oil and gas reserves.

         The estimates of oil and gas reserves  utilized in the  calculation  of
         depletion and  depreciation are estimated in accordance with guidelines
         established by the Securities and Exchange Commission and the Financial
         Accounting  Standards  Board,  which require that reserve  estimates be
         prepared  under  existing  economic and  operating  conditions  with no
         provision for price and cost escalations over prices and costs existing
         at year end, except by contractual arrangements.

         We  emphasize  that  reserve   estimates  are   inherently   imprecise.
         Accordingly,  the  estimates  are  expected  to change as more  current
         information  becomes available.  Our policy is to amortize  capitalized
         oil and gas costs on the unit of  production  method,  based upon these
         reserve  estimates.  It is  reasonably  possible  that the estimates of
         future cash inflows,  future gross revenues,  the amount of oil and gas
         reserves,  the remaining estimated lives of the oil and gas properties,
         or any combination of the above may be increased or reduced in the near
         term.  If  reduced,  the  carrying  amount of  capitalized  oil and gas
         properties may be reduced materially in the near term.



                                       14
<PAGE>


         Comparative  results  of  operations  for  the  periods  indicated  are
         discussed below.

         Three-Month  Period Ended March 31, 2005 compared to Three Month Period
         Ended March 31, 2004.

         Revenues

         Oil and Gas Sales.  During the first quarter of 2005, our sales volumes
         were 44,708  barrels of crude oil and  344,015  Mcf of natural  gas, or
         102,044  barrels of oil equivalent  compared to 45,184 barrels of crude
         oil and 253,756 Mcf of natural  gas,or 87,477 barrels of oil equivalent
         in the first  quarter of 2004.  On a daily basis we produced an average
         of  1,134  barrels  of oil  equivalent  in the  first  quarter  of 2005
         compared  to a daily  average of 972 barrels of oil  equivalent  in the
         2004 quarter.

         Oil and gas  prices  are  reported  net of the  realized  effect of our
         hedging  agreements.  Prices realized were $35.84 per Bbl and $5.91 per
         Mcf in the first  quarter of 2005  compared to $27.97 per Bbl and $4.87
         per Mcf in the first quarter of 2004.  Prices before the effects of the
         hedging  agreements  were $47.82 per Bbl and $6.26 per Mcf in the first
         quarter  of 2005  compared  to $32.60  per Bbl and $5.53 per Mcf in the
         first quarter of 2004.

         Revenues  from the  sale of crude  oil and  natural  gas for the  first
         quarter,  and net of  realized  losses  from our  hedging  instruments,
         increased 45% from  $2,500,600  in 2004 to  $3,634,200 in 2005.  Losses
         realized on our hedges  during the 2005 quarter  were  $535,300 for oil
         and $121,200 for gas,  compared to $209,100 for oil and 167,100 for gas
         in the 2004  quarter.  This was due to an increase in natural gas sales
         volumes and an increase in both crude oil and natural gas sales prices.
         Higher natural gas sales volumes were a result of the completion of two
         new wells in our Iola Field in east Texas and increased production from
         our  Grand  Lake  Field  in  southwest  Louisiana  following  workovers
         completed in the fourth  quarter of 2004. The Grand Lake Field also had
         an increase in oil production, which offset the loss of production from
         the sale of properties in 2004.

         Operating  Overhead and Other Income.  Revenues  from these  activities
         decreased  from  $38,100 in 2004 to 30,200 in 2005,  due  primarily  to
         lower overhead recoveries on company-operated properties.

         Costs and Expenses

         Lease Operating  Expenses.  Lease operating  expenses increased 7% from
         $1,314,300 in 2004 to  $1,400,900 in 2005 due to higher vendor  prices.
         On a per unit basis,  expenses  decreased from $15.02 per barrel of oil
         equivalent  in 2004 to $13.73 per barrel of oil  equivalent in 2005 due
         to increased production on existing properties.

         Depreciation,  Depletion and  Amortization  (DD&A).  DD&A increased 49%
         from  $439,200  in 2004 to  $655,800  in 2005 due to higher  production
         volumes,  and from an increase in the DD&A rate per unit from $5.02 per
         barrel of oil  equivalent in 2004 to $6.43 per barrel of oil equivalent
         in 2005.

         General and Administrative  (G&A) Expenses.  Our G&A expenses increased
         54%  from  $401,200  in 2004 to  $618,200  in  2005  due to the  recent
         additions  to our  management  team and to the  accrual  of  $70,200 in
         non-cash stock option expense. On a per unit basis,  expenses increased
         from $4.59 per barrel of oil  equivalent in 2004 to $6.06 per barrel of
         oil equivalent in 2005.

         Interest Expense.  Interest expense increased 30% from $920,200 in 2004
         to  $1,198,500  in  2005,  primarily  due  to the  amortization  of the
         remaining note discount associated with debt retired.


                                       15
<PAGE>

         Financial Condition and Capital Resources

         At March 31, 2005, our current assets exceeded our current
         liabilities by $1,867,656, while at December 31, 2004 our
         current liabilities exceeded our current assets by
         $33,353,875. The improvement was attributable to repayment of
         debt with proceeds from the sale of the Series G Preferred
         Stock. For the first quarter of 2005 we had a loss of
         $3,547,445 compared to a loss of $303,003 for the same period
         in 2004. The loss for 2005 included, however, a non-cash loss
         of approximately $2.1 million (1.3 million after tax)
         associated with the change in our estimate of the fair value
         of our hedges, compared to a gain of approximately $.3 in the
         2004 quarter, and approximately $2.4 million ($1.2 million
         after tax) in charges related to the non cash writeoff of
         unamortized issuance cost associated with the debt retired on
         February 28, 2005.

         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 our
         2004  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 our financial  instruments  are for purposes other than trading.
         We only enter into derivative financial instruments in conjunction with
         our 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

         At March 31, 2005, we had no variable rate debt.

         Commodity Price Risk

         We hedge a portion of price risk  associated  with our oil and  natural
         gas sales  through  contractual  arrangements  which are  classified as
         derivative  instruments.   As  of  March  31,  2005,  these  derivative
         instruments  had an estimated  fair value  liability of  $3,519,009.  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 instruments.  However, it is not practicable to estimate
         the  resultant  change,  if any,  in the fair  value of our  derivative
         instrument.




                                       16
<PAGE>

         ITEM 4.  CONTROLS AND PROCEDURES

         As of March 31, 2005, our President,  Chief Executive Officer and Chief
         Financial  Officer  evaluated  the  effectiveness  of  the  design  and
         operation of our disclosure  controls and  procedures  pursuant to Rule
         13a-15 (b) under the Securities  Exchange Act of 1934, as amended ("the
         Exchange  Act").  Based  upon this  evaluation,  they  concluded  that,
         subject to the limitations  described below,  the Company's  disclosure
         controls and procedures offer reasonable assurance that the information
         required to be  disclosed  by the Company in the reports it files under
         the Exchange Act is recorded, processed, summarized and reported within
         the time  periods  specified  in the  rules and  forms  adopted  by the
         Securities and Exchange Commission.

         During the period  covered by this report,  there has been no change in
         the  Company's   internal   controls  over  financial   reporting  that
         materially  affected,  or is reasonably  likely to  materially  affect,
         these controls.

         Limitations on the Effectiveness of Controls. Our management, including
         the President,  Chief Executive  Officer and Chief  Financial  Officer,
         does not expect that the Company's  disclosure  controls and procedures
         will  prevent all error and all fraud.  A well  conceived  and operated
         control  system is based in part  upon  certain  assumptions  about the
         likelihood  of future  events  and can  provide  only  reasonable,  not
         absolute, assurance that the objectives of the control systems are met.
         Further,  the design of a control  system  must  reflect  the fact that
         there are resource  constraints,  and the benefits of controls  must be
         considered  relative  to their  costs.  There have been no  significant
         changes  in our  internal  controls  or in  other  factors  that  could
         significantly affect internal controls subsequent to March 31, 2005.



                                       17
<PAGE>




                           PART II. OTHER INFORMATION

         ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                   PROCEEDS

         On  January  10,  2005,  two  individual  business  associates  lent an
         aggregate  of  $200,000  to the  Company,  which was  repaid in full on
         February 28, 2005. The two lenders received warrants to purchase 50,000
         shares  of  Common  Stock  at  $0.01  share  in  connection  with  this
         transaction. We believe, due to the nature of the relationship of these
         persons to us and the  isolated  nature of the  transactions,  that the
         issuance  of the  warrants  was  exempt  from  registration  under  the
         Securities  Act of 1933,  as amended,  pursuant to Section 4(2) of that
         Act.
         On January 7, 2005 we amended our April 2004 credit agreement to extend
         the target date for repayment to February 28, 2005.  We exercised  this
         option on January 26, 2005. We issued 29,100 shares of our Common Stock
         in connection with this amendment. We believe, due to the nature of the
         relationship  of  the  lender  to us and  the  isolated  nature  of the
         transaction,  that the  issuance  of the Common  Stock was exempt  from
         registration under the Securities Act of 1933, as amended,  pursuant to
         Section 4(2) of that Act.

         ITEM 6.  EXHIBITS.



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

3.1      Articles of Incorporation of the Registrant and Amendments thereto.
         (Previously filed with our Registration Statement on Form S-1, Reg. No.
         33-53526, filed with the Commission on October 21, 1992.)

3.2      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, 1999 and filed with the Secretary of
         State of Texas on December 3, 1999. (Previously filed with our
         Definitive Proxy Statement, filed with the Commission on October 20,
         1999.)

3.3      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. (Previously filed with our Definitive Proxy Statement,
         filed with the Commission on April 16, 2001.)

3.4      Bylaws of the Registrant. (Previously filed with our Registration
         Statement on Form S-1, Reg. No. 33-53526, filed with the Commission on
         October 21, 1992.)

3.5      Statement of Resolution Establishing Series H Convertible Preferred
         Stock, dated February 28, 2005. (Previously filed with our Form 8-K,
         Reg. No. 001-12108, filed with the Commission on March 4, 2005.)

                                       18
<PAGE>

3.6      Statement of Resolution Establishing Series G Convertible Preferred
         Stock, dated February 28, 2005. (Previously filed with our Form 8-K,
         Reg. No. 001-12108, filed with the Commission on March 4, 2005.)

3.7      Certificate of Correction to the Statement of Resolution Establishing
         Series G Convertible Preferred Stock, dated March 16, 2005. (Previously
         filed with our Form 10-K, Reg. No. 001-12108, filed with the Commission
         on March 31, 2005.)

3.8      Articles of Amendment amending Statement of Resolution Establishing
         Series E Preferred Stock, dated February 28, 2005. (Previously filed
         with our Form 8-K, Reg. No. 001-12108, filed with the Commission on
         March 4, 2005.)

3.9      Articles of Amendment amending Statement of Resolution Establishing
         Series A Preferred Stock, dated February 28, 2005. (Previously filed
         with our Form 8-K, Reg. No. 001-12108, filed with the Commission on
         March 4, 2005.)


4.3      Shareholders Rights Agreement between GulfWest Energy Inc. and OCM GW
         Holdings, LLC dated February 28, 2005. (Previously filed with our Form
         13D, Reg. No. 005-54301, filed with the Commission on March 10, 2005.)

4.4      Omnibus and Release Agreement among GulfWest Energy Inc., OCM GW
         Holdings, LLC and those signatories set forth on the signature page
         thereto, dated as of February 28, 2004. (Previously filed with our Form
         13D, Reg. No. 005-54301, filed with the Commission on March 10, 2005.)

4.5      Share Transfer Restriction Agreement between J. Virgil Waggoner and OCM
         GW Holdings, LLC, dated February 28, 2005. (Previously filed with our
         Form 10-K, Reg. No. 001-12108, filed with the Commission on March 31,
         2005.)

4.6      Irrevocable Proxy executed by J. Virgil Waggoner dated February 28,
         2005. (Previously filed with our Form 10-K, Reg. No. 001-12108, filed
         with the Commission on March 31, 2005.)

4.7      Exchange Agreement between GulfWest Energy Inc. and GulfWest Oil & Gas
         Company, dated February 28, 2005. (Previously filed with our Form 10-K,
         Reg. No. 001-12108, filed with the Commission on March 31, 2005.)

4.8      Letter Agreement among OCM GW Holdings, LLC, OCM Principal
         Opportunities Fund III, L.P., OCM Principal Opportunities Fund III GP,
         LLC, Oaktree Capital Management, LLC, GulfWest Energy Inc., GuflWest
         Oil & Gas Company and J. Virgil Waggoner dated February 28, 2005.
         (Previously filed with our Form 10-K, Reg. No. 001-12108, filed with
         the Commission on March 31, 2005.)


                                       19
<PAGE>

4.9      Subscription Agreement among OCM GW Holdings, LLC, Allan D. Keel and
         those individuals listed on the signature page thereto, dated February
         28, 2005. (Previously filed with our Form 13D, Reg. No. 005-54301,
         filed with the Commission on March 10, 2005.)

4.10     First Amendment to Warrant Agreement among GulfWest Energy Inc., D.B.
         Zwirn Special Opportunities Fund, L.P. and Drawbridge Special
         Opportunities Fund, dated February 28, 2005. (Previously filed with our
         Form 10-K, Reg. No. 001-12108, filed with the Commission on March 31,
         2005.)

10.1     Employment Agreement between Allan D. Keel and GulfWest Energy, Inc.,
         dated February 28, 2005. (Previously filed with our Form 10-K, Reg. No.
         001-12108, filed with the Commission on March 31, 2005.)

10.2     Employment Agreement between E. Joseph Grady and GulfWest Energy, Inc.,
         dated February 28, 2005. (Previously filed with our Form 10-K, Reg. No.
         001-12108, filed with the Commission on March 31, 2005.)

10.4     GulfWest Energy Inc. 2004 Stock Option Incentive Plan. (Previously
         filed with our Form 10-K, Reg. No. 001-12108, filed with the Commission
         on March 31, 2005.)

10.5     GulfWest Energy Inc. 2005 Stock Option Incentive Plan. (Previously
         filed with our Form 10-K, Reg. No. 001-12108, filed with the Commission
         on March 31, 2005.)

10.6     Form of GulfWest Energy Inc. 2005 Stock Incentive Plan Stock Option
         Agreement. (Previously filed with our Form 10-K, Reg. No. 001-12108,
         filed with the Commission on March 31, 2005.)

10.7     Form of Warrant Agreement. (Previously filed with our Form 10-K, Reg.
         No. 001-12108, filed with the Commission on March 31, 2005.)

10.8     Indemnification Agreement between GulfWest Energy Inc. and J. Virgil
         Waggoner, dated February 28, 2005. (Previously filed with our Form
         10-K, Reg. No. 001-12108, filed with the Commission on March 31, 2005.)

10.9     Indemnification Agreement between GulfWest Energy Inc. and B. James
         Ford, dated February 28, 2005. (Previously filed with our Form 10-K,
         Reg. No. 001-12108, filed with the Commission on March 31, 2005.)

10.10    Indemnification Agreement between GulfWest Energy Inc. and Skardon F.
         Baker, dated February 28, 2005. (Previously filed with our Form 10-K,
         Reg. No. 001-12108, filed with the Commission on March 31, 2005.)

10.11    Indemnification Agreement between GulfWest Energy Inc. and John Loehr,
         dated February 28, 2005. (Previously filed with our Form 10-K, Reg. No.
         001-12108, filed with the Commission on March 31, 2005.)

<PAGE>

10.12    Indemnification Agreement between GulfWest Energy Inc. and Allan Keel,
         dated February 28, 2005. (Previously filed with our Form 10-K, Reg. No.
         001-12108, filed with the Commission on March 31, 2005.)

10.13    Letter Agreement among D.B. Zwirn Special Opportunities Fund, LP,
         GulfWest Oil & Gas, and Drawbridge Special Opportunities Fund, LP,
         dated January 7, 2005. (Previously filed with our Form 10-K, Reg. No.
         001-12108, filed with the Commission on March 31, 2005.)

10.14    Series G Subscription Agreement between GulfWest Energy Inc. and OCM GW
         Holdings, LLC dated February 28, 2005. (Previously filed with our Form
         13D, Reg. No. 005-54301, filed with the Commission on March 10, 2005.)

10.15    Series A Subscription Agreement between GulfWest Oil & Gas Company and
         OCW GW Holdings, LLC dated February 28, 2005. (Previously filed with
         our Form 13D, Reg. No. 005-54301, filed with the Commission on March
         10, 2005.)

10.16    Letter Agreement between W.L. Addison Investment, L.L.C., GulfWest
         Energy Inc., and Setex Oil and Gas Company dated February 24, 2005
         extending Option Agreement for the Purchase of Oil and Gas Leases dated
         March 5, 2004.

*22.1    Subsidiaries of the Registrant (included on page 7 of this Quarterly
         Report).

*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.

*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.

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

99.1     Press Release dated April 1, 2005. (Previously filed with our Form 8-K,
         Reg. No. 001-12108, filed with the Commission on April 7, 2005.) *Filed
         herewith.

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<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:  May 16, 2005           By: /s/ Allan D. Keel
                                      Allan D. Keel
                              ------------------------------------
                                  President and Chief
                                  Executive Officer

Date:  May 16, 2005           By: /s/ E. Joseph Grady
                              ------------------------------------
                                   E. Joseph Grady
                                   Senior Vice President and
                                   Chief Financial Officer


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