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                                  FORM 10-Q/A

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                  For the quarterly period ended June 30, 2002

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from to

                         Commission file number 1-12108

                              GULFWEST ENERGY INC.
                              --------------------
             (Exact name of Registrant as specified in its charter)

             Texas                                          87-0444770
(State or other jurisdiction                            (IRS Employer
       of incorporation)                                 Identification No.)

480 North Sam Houston Parkway East
           Suite 300
         Houston, Texas                                       77060
(Address of principal executive offices)                    (zip code)

                                 (281) 820-1919
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 YES X NO ____

The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, August 13, 2002, was 18,492,541 shares
of Class A Common Stock, $.001 par value.

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

     As a  result  of a  financing  agreement  with an  energy  lender,  we were
required to enter into an oil and gas hedging  agreement with the lender. It has
been  determined this agreement meets the definition of SFAS 133 "Accounting for
Derivative  Instruments  and  Hedging  Activities"  and  is  accounted  for as a
derivative instrument.

     This amendment  reflects the results of the change in accounting  principle
in the financial statements and notes thereto,  and Management's  Discussion and
Analysis of Financial Condition and Results of Operations.  The estimated change
in fair value of the  derivatives  is  reported  in Other  Income and Expense as
unrealized  (gain) loss on derivative  instruments.  The estimated fair value of
the derivatives is reported in Other Assets (or Other Liabilities) as derivative
instruments.

     All other  information in the report  remains as previously  filed with the
Commission in the Company's  Quarterly  Report on Form 10-Q for the period ended
June 30, 2002 and is incorporated by reference herein.

                              GULFWEST ENERGY INC.

                        FORM 10-Q/A FOR THE QUARTER ENDED
                                  JUNE 30, 2002

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

Part I: Financial Statements

Item 1. Financial Statements
          Consolidated Balance Sheets, June 30, 2002
            and December 31, 2001                                      3
          Consolidated Statements of Operations-for the three
            months and six months ended June 30, 2002, and 2001        5
          Consolidated Statements of Cash Flows-for the six
            months ended June 30, 2002, and 2001                       6
          Notes to Consolidated Financial Statements                   7

Item 2. Management's Discussion and Analysis
          of Financial Condition and Results of Operations             8

Item 3. Quantitative and Qualitative Disclosures about Market Risk     11

Part II: Other Information

Item 4. Submission of Matters to a Vote of Security Holders            12

Item 6. Exhibits and Reports on 8-K                                    12

Signatures                                                             13

                                        2

                          PART I. FINANCIAL INFORMATION

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

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2002 AND DECEMBER 31, 2001

                                     ASSETS

                                                                           June 30,                December 31,
                                                                             2002                      2001
                                                                          (Unaudited)                (Audited)
                                                                     ----------------------    ----------------------

CURRENT ASSETS:
  Cash and cash equivalents                                          $             542,467     $             689,030
  Accounts Receivable - trade, net of allowance for
    doubtful accounts of -0- in 2001 and 2000                                    1,582,966                 1,392,751
  Prepaid expenses                                                                 244,507                   124,081
                                                                     ----------------------    ----------------------
          Total current assets                                                   2,369,940                 2,205,862
                                                                     ----------------------    ----------------------

OIL AND GAS PROPERTIES,
  Using the successful efforts method of accounting                             55,741,993                52,045,178

OTHER PROPERTY AND EQUIPMENT                                                     2,398,241                 2,352,166
  Less accumulated depreciation, depletion
     And amortization                                                           (7,382,930)               (6,235,251)
                                                                     ----------------------    ----------------------
  Net oil and gas properties, and
     other property and equipment                                               50,757,304                48,162,093
                                                                     ----------------------    ----------------------
OTHER ASSETS
  Deposits                                                                          37,442                    37,442
  Debt issue cost, net                                                             397,030                   506,230
  Derivative instruments                                                                                     467,582
                                                                     ----------------------    ----------------------
          Total other assets                                                       434,472                 1,011,254
                                                                     ----------------------    ----------------------

TOTAL ASSETS                                                         $          53,561,716     $          51,379,209
                                                                     ======================    ======================

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

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2002 AND DECEMBER 31, 2001

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                              June 30,               December 31,
                                                                                2002                     2001
                                                                            (Unaudited)               (Audited)
                                                                        ---------------------    ---------------------

CURRENT LIABILITIES
  Notes payable                                                         $          4,423,714     $          2,821,020
  Notes payable - related parties                                                     40,000                   40,000
  Current portion of long-term debt                                                3,895,164                6,065,588
  Current portion of long-term debt - related parties                                217,016                  222,687
  Accounts payable - trade                                                         3,850,552                3,099,399
  Accrued expenses                                                                   249,862                  243,671
                                                                        ---------------------    ---------------------
          Total current liabilities                                               12,676,308               12,492,365
                                                                        ---------------------    ---------------------

NONCURRENT LIABILITIES
  Long-term debt, net of current portion                                          29,637,836               26,330,589
  Long-term debt, related parties                                                    168,359                  211,368
                                                                        ---------------------    ---------------------
          Total noncurrent liabilities                                            29,806,195               26,541,957
                                                                        ---------------------    ---------------------
OTHER LIABILITIES
  Derivative instruments                                                           1,003,396
                                                                        ---------------------    ---------------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                        170                      170
  Common stock                                                                        18,493                   18,493
  Additional paid-in capital                                                      28,164,712               28,164,712
  Retained deficit                                                              (18,107,558)             (15,838,488)
  Long-term accounts and notes receivable - related
    parties,net of allowance for doubtful accounts of
    $740,478 in 2002 and 2001                                           ---------------------    ---------------------

          Total stockholders' equity                                              10,075,817               12,344,887
                                                                        ---------------------    ---------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                    $         53,561,716     $         51,379,209
                                                                        =====================    =====================
The Notes to Consolidated Financial Statements are an integral part of these statements.
                                       4

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 2002 AND 2001
                                   (UNAUDITED)

                                                                 Three Months                              Six Months
                                                                Ended June 30,                           Ended June 30,
                                                           2002                2001                 2002                2001
                                                     -----------------    ----------------    -----------------    ----------------

OPERATING REVENUES
  Oil and gas sales                                  $     2,813,776      $     3,304,912     $      5,340,018     $      6,264,665
  Well servicing revenues                                        486               77,934               12,608               81,964
  Operating overhead and other income                        137,536               73,036              248,045              166,992
                                                     -----------------    ----------------    -----------------    ----------------
         Total operating revenues                          2,951,798            3,455,882            5,600,671           6,513,621
                                                     -----------------    ----------------    -----------------    ----------------

OPERATING EXPENSES
  Lease operating expenses                                 1,343,545            1,159,743            2,720,228           2,431,426
  Cost of well servicing operations                           16,035               59,744               34,596              83,356
  Depreciation, depletion and amortization                   680,321              594,522            1,286,962           1,043,073
  General and administrative                                 461,642              422,871              868,718             805,980
                                                     -----------------    ----------------    -----------------    ----------------
          Total operating expenses                         2,501,543            2,236,880            4,910,504           4,363,835
                                                     -----------------    ----------------    -----------------    ----------------

INCOME FROM OPERATIONS                                       450,255            1,219,002              690,167           2,149,786
                                                     -----------------    ----------------    -----------------    ----------------

OTHER INCOME AND EXPENSE
  Interest expense                                          (751,195)            (605,091)          (1,443,070)         (1,286,208)
  Gain (loss) on sale of assets                                                  (105,974)              11,061            (108,628)
  Unrealized (loss) on derivative instruments                 24,005            1,411,798           (1,470,978)          2,502,653
                                                     -----------------    ----------------    -----------------    ----------------
       Total other income and expense                       (727,190)             700,733           (2,902,987)          1,107,817
                                                     -----------------    ----------------    -----------------    ----------------
INCOME (LOSS) BEFORE INCOME TAXES AND
  CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  PRINCIPLE                                                 (276,935)           1,919,735           (2,212,820)          3,257,603

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

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
  CHANGE IN ACCOUNTING PRINCIPLE                            (276,935)           1,919,735           (2,212,820)          3,257,603

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  PRINCIPLE, NET OF INCOME TAXES                                                                                         3,747,435
                                                     -----------------    ----------------    -----------------    ----------------
NET INCOME (LOSS)                                           (276,935)           1,919,735           (2,212,820)           (489,832)

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

NET INCOME (LOSS) AVAILABLE TO
  COMMON SHAREHOLDERS                                $      (305,060)     $     1,919,735     $     (2,269,070)    $      (489,832)
                                                     =================    ================    =================    ================
NET INCOME PER SHARE, BASIC AND DILUTED,
  BEFORE CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                               $         (.02)      $           .10     $           (.12)    $           .26
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                                                                                        (.20)
                                                     -----------------    ----------------    -----------------    ----------------
NET INCOME (LOSS) PER COMMON SHARE, BASIC
  AND DILUTED                                        $         (.02)      $           .10     $           (.12)                .06
                                                     =================    ================    =================    ================

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

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)

                                                                                                2002                2001
                                                                                           ----------------    ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                 $   (2,212,820)        $   (489,832)
  Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
          Depreciation, depletion, and amortization                                             1,286,962            1,043,073
          Loss (Gain) on sale of assets                                                           (11,061)             108,628
          Unrealized (gain) loss on derivative instruments                                      1,470,978           (2,502,653)
          Cumulative effect of accounting change                                                                     3,747,435
          (Increase) decrease in accounts receivable - trade, net                                (372,957)             425,752
          (Increase) decrease in prepaid expenses                                                (120,426)            (141,677)
          Increase (decrease) in accounts payable and accrued expenses                            757,344               34,533
                                                                                           ----------------    ----------------
               Net cash provided by operating activities                                          798,020            2,225,259
                                                                                           ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from sale of property and equipment                                            668,247               62,423
          Purchase of property and equipment                                                   (4,199,193)          (2,626,758)
                                                                                           ----------------    ----------------                                                                           ----------------    ----------------
               Net cash used in investing activities                                           (3,530,946)          (2,564,335)
                                                                                           ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Payments on debt                                                                     (2,140,305)          (2,950,346)
          Proceeds from debt issuance                                                           4,782,918            3,199,801
          Debt issue cost                                                                                               (9,080)
          Dividends Paid                                                                          (56,250)
                                                                                           ----------------    ----------------
               Net cash provided by financing activities                                        2,586,363              240,375
                                                                                           ----------------    ----------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                            (146,563)             (98,701)

CASH AND CASH EQUIVALENTS, beginning of period                                                    689,030              663,032
                                                                                           ----------------    ----------------

CASH AND CASH EQUIVALENTS, end of period                                                   $      542,467      $       564,331
                                                                                           ================    ================

CASH PAID FOR INTEREST                                                                     $    1,423,013      $       605,091
                                                                                           ================    ================

The Notes to Consolidated Financial Statements are an integral part of these statements.
                                       6

                      GULFWEST ENERGY INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001
                                   (UNAUDITED)

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

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

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

4.   Non-cash Investing and Financing

     During the six month  period ended June 30,  2002,  we acquired  $48,224 of
     property and equipment through notes payable to financial institutions.  We
     also acquired $182,742 of oil producing  properties in exchange of accounts
     receivable from a related party.

5.   As a  result  of a  financing  agreement  with an  energy  lender,  we were
     required to enter into an oil and gas hedging agreement with the lender. It
     has  been  determined  this  agreement  meets  the  definition  of SFAS 133
     "Accounting  for  Derivative  Instruments  and Hedging  Activities"  and is
     accounted for as a derivative instrument.

     We entered into the  agreement,  commencing in May 2000, to hedge a portion
     of our oil and gas sales for the period of May 2000 through April 2004. The
     agreement  calls for initial volumes of 7,900 barrels of oil and 52,400 Mcf
     of gas per month,  declining monthly  thereafter.  We entered into a second
     agreement with the energy lender,  commencing  September  2001, to hedge an
     additional  portion of our oil and gas sales for the  periods of  September
     2001  through  July  2004  and  September   2001  through   December  2002,
     respectively.  The agreement calls for initial volumes of 15,000 barrels of
     oil and 50,000 Mmbtu of gas per month,  declining monthly thereafter.  As a
     result of these agreements,  we realized an increase in revenues of $84,595
     for the six-month period ended June 30, 2002 and a reduction in revenues of
     $1,044,349 for the six-month  period ended June 30, 2001, which is included
     in oil and gas sales.

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

                                       7

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

Overview
--------

     We are engaged  primarily in the  acquisition,  development,  exploitation,
exploration  and  production  of crude  oil and  natural  gas.  Our  focus is on
increasing  production  from our existing  crude oil and natural gas  properties
through  the  further  exploitation,   development  and  optimization  of  those
properties,  and on acquiring  additional  crude oil and natural gas properties.
Our gross revenues are derived from the following sources:

     1.   Oil and gas  sales  that are  proceeds  from the sale of crude oil and
          natural gas production to midstream purchasers;

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

     3.   Well  servicing  revenues that are earnings from the operation of well
          servicing equipment under contract to third party operators.

Results of Operations
---------------------

     The factors which most  significantly  affect our results of operations are
(1) the sales price of crude oil and natural  gas,  (2) the level of total sales
volumes of crude oil and natural  gas,  (3) the level of and  interest  rates on
borrowings and, (4) the level and success of new acquisitions and development of
existing properties.

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

Three-Month Period Ended June 30, 2002 compared to Three Month Period Ended June
30, 2001.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the  quarter  decreased  15%  from  $3,304,900  in 2001 to  $2,813,800  in 2002,
primarily due to the decrease in average  commodity  sales  prices.  Although we
acquired  additional  properties in August 2001, the increase in production from
those  properties was offset by a natural  decline in production from horizontal
wells drilled in the Madisonville,  Texas field in 2000 and 2001 and the loss of
production from the sale of properties during the period.

     Well Servicing Revenues.  Revenues from well servicing operations decreased
by 99% from  $77,900  in 2001 to $500 in 2002.  In 2002,  we have  used our rigs
almost  totally in the  development  of our  properties  rather than working for
third parties.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
increased  88 % from  $73,000 in 2001 to  $137,500  in 2002.  This was due to an
increase in Other Income from natural gas gathering and marketing fees.
                                       8

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased 16% from
$1,159,700  in 2001  to  $1,343,500  in  2002.  This  was  primarily  due to the
acquisition  of  additional  properties  and  increased  costs  related to those
properties.

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 73%
from $59,700 in 2001 to $16,000 in 2002.  In 2002, we have used our rigs for the
most part in the  development  of our  properties  rather than working for third
parties.

     Depreciation, Depletion and Amortization (DD and A). DD and A increased 14%
from 594,500 in 2001 to $680,300 in 2002,  due to the  acquisition of additional
Gulf Coast properties.  We had higher production from our Gulf Coast properties,
which typically have higher decline rates and  correspondingly  higher depletion
rates.

     General and  Administrative (G and A) Expenses.  G and A expenses increased
9% for the period from  $422,900  in 2001 to  $461,600 in 2002,  due to expenses
associated  with an increase in the number of oil and natural gas assets that we
manage.

     Interest  Expense.  Interest expense increased 24% from $605,100 in 2001 to
751,200 in 2002,  primarily due to interest on debt  associated  with additional
acquisitions and our capital development program.

Six-Month Period Ended June 30, 2002 compared to Six-Month Period Ended June 30,
2001.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the  period  decreased  15%  from  $6,264,700  in 2001 to  $5,340,000  in  2002,
primarily due to the decrease in average  commodity  sales  prices.  Although we
acquired  additional  properties in August 2001, the increase in production from
those  properties was offset by a natural  decline in production from horizontal
wells drilled in the Madisonville,  Texas field in 2000 and 2001 and the loss of
production from the sale of properties during the period.

     Well Servicing Revenues.  Revenues from well servicing operations decreased
85% from $82,000 in 2001 to $12,600 in 2002.  In 2002, we have used our rigs for
the most part in the development of our properties rather than working for third
parties.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
increased  49% from  $167,000 in 2001 to  $248,000  in 2002.  This was due to an
increase in Other Income from natural gas gathering and marketing fees.

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  increased 12% from
$2,431,400 in 2001 to $2,720,200 in 2002, due to the  acquisitions of additional
properties and the costs related to such properties.

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 59%
from $83,400 in 2001 to $34,600 in 2002.  In 2002, we have used our rigs for the
most part in the  development  of our  properties  rather than working for third
parties.
                                       9

     Depreciation, Depletion and Amortization (DD and A). DD and A increased 23%
from  $1,043,100  in 2001 to  $1,287,000  in  2002,  due to the  acquisition  of
additional Gulf Coast  properties.  We had higher production from our Gulf Coast
properties, which typically have higher decline rates and correspondingly higher
depletion rates.

     General and  Administrative (G and A) Expenses.  G and A expenses increased
8% for the period from  $806,000  in 2001 to  $868,700 in 2002,  due to expenses
associated  with an increase in the number of oil and natural gas assets that we
manage.

     Interest Expense. Interest expense increased 12% from $1,286,200 in 2001 to
$1,443,100 in 2002, due to debt associated with additional  acquisitions and our
capital development program.

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

     At June 30, 2002,  our current  liabilities  exceeded our current assets by
$10,306,700.  We had a loss of $305,060 for the quarter  compared to a profit of
$1,919,700 for the period in 2001.

     During the second  quarter of 2002, we sold 70,200 barrels of crude oil and
430,100 Mcf of natural gas  compared to 71,647  barrels of crude oil and 406,288
Mcf of natural  gas in the second  quarter of 2001.  Revenue for crude oil sales
for the quarter was  $1,456,100  in 2002  compared to $1,729,700 in 2001 and for
natural gas sales was $1,357,600 in 2002 compared to $1,575,300 in 2001.

     In the year 2002,  we have  planned to use the  remaining $5 million in our
credit line for the development of certain properties, including the drilling of
a deep  gas well in  Louisiana,  the  drilling  of two  horizontal  wells in our
Madisonville,  Texas field, and the workover of several wells in our Grand Lake,
Louisiana  field.  If successful,  the increased  production and sales resulting
from these development  projects,  along with the recent increase in oil and gas
prices, should return us to profitability.  The Louisiana gas well and workovers
have been funded and are being completed; however, the lender has indicated that
the drilling of the  horizontal  wells will not be funded.  We also plan to sell
certain of our  non-core  properties  and use the  proceeds to meet a $1 million
payment to a lender originally due in August, 2002 and subsequently  extended to
the fourth quarter, 2002.

     Finally, as another significant step, we have entered into discussions with
certain  investment  bankers and advisors  regarding  financial  alternatives to
support our continued  growth  through  acquisitions  and  development,  and the
restructuring of our existing debt. Our goal is to sell equity through a private
placement,  use part of the proceeds to continue our development program and the
balance to retire a portion of our existing  debt,  enabling us to refinance the
remainder.
                                       10

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 2001
annual  report  on  Form  10-K,  as  well as  with  the  consolidated  financial
statements and notes thereto  included in this amended  quarterly report on Form
10-Q/A.

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

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

Interest Rate Risk

     The Company is exposed to interest rate risk on debt with variable interest
rates.  At June,  2002, the Company  carried  variable rate debt of $36,426,456.
Assuming  a one  percentage  point  change  at June  30,  2002 on the  Company's
variable rate debt, the annual pretax income would change by $364,264.

Commodity Price Risk

     The Company hedges a portion of its price risks associated with its oil and
natural gas sales which are classified as derivative instruments. As of June 30,
2002, these derivative instruments'  liabilities had a fair value of $1,003,396.
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.
                                       11

                           PART II. OTHER INFORMATION

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

     The annual meeting of shareholders was held on May 30, 2002 to consider the
election of seven persons to the board of directors of the Company (the "Board")
and to transact such other  business as might  properly come before the meeting.
Of the 18,492,541  outstanding  shares of Common Stock,  there were present,  in
person or by proxy,  shareholders  holding a total of 15,781,448  (85.3%) of the
shares.

     Seven  candidates  for director  were  presented by the Board:  Marshall A.
Smith III,  Thomas R.  Kaetzer,  J. Virgil  Waggoner,  John E. Loehr,  Steven M.
Morris,  William T.  Winston and John P.  Boylan.  Of the  15,781,448  shares of
Common  Stock  present  in person or by proxy  and  entitled  to be voted at the
meeting, 15,762,848 votes were cast for each of the nominees for director of the
Corporation  (except for Mr.  Waggoner for whom 400 of those votes were withheld
and Mr. Winston and Mr. Boylan for whom 197,141 votes were  withheld),  no votes
were cast against the nominees and 18,600 votes abstained.  All seven candidates
were declared duly and validly elected members of the Board, each to serve until
the next annual meeting of  shareholders  or until his respective  successor has
been elected and  qualified.  Following  the  shareholders'  meeting,  the Board
elected Mr. J. Virgil Waggoner as Chairman of the Board.

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

     (a)  Exhibits -

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

          *3.1 Articles  of  Incorporation  of  the  Registrant  and  Amendments
               thereto.
          **3.2Amendment  to the  Articles of  Incorporation  of the  Registrant
               changing the name of the  Registrant  to "GulfWest  Energy Inc.",
               approved by the  Shareholders  on May 18, 2001 and filed with the
               Secretary  of  Texas on May 21,  2001.
          ***3.3  Amendment  to  the  Company's  Articles  of  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.
          *3.4 Bylaws of the Registrant.
          **10.1 GulfWest Oil Company 1994 Stock Option and  Compensation  Plan,
               amended  and  restated as of April 1, 2001,  and  approved by the
               shareholders on May 18, 2001.
---------------

           *   Previously filed with the Registrant's Registration Statement (on
               Form S-1,  Reg.  No.  33-53526),  filed  with the  Commission  on
               October  21,  1992.
           **  Previously  filed with the  Registrant's
               Definitive  Proxy  Statement,  filed with the Commission on April
               16, 2001.
           *** Previously filed with the  Registrant's  Definitive
               Proxy Statement, filed with the Commission on October 18, 1999.
                                       12

                                   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
                                       13

                                 CERTIFICATIONS

I, Thomas R. Kaetzer, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 18, 2002

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

                                 CERTIFICATIONS

I, Richard L. Creel, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 18, 2002

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

November 18, 2002

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

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

In connection with the accompanying amended report on Form 10-Q/A for the period
ended June 30, 2002, 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
```