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 June 30, 2004
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
Commission file number 1-12108
GULFWEST ENERGY INC.
(Exact name of Registrant as specified in its charter)
Texas 87-0444770
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
480 North Sam Houston Parkway East
Suite 300
Houston, Texas 77060
(Address of principal executive offices) (zip code)
(281) 820-1919
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(D) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, August 12, 2004, was 18,492,541 shares
of Class A Common Stock, $.001 par value.
GULFWEST ENERGY INC.
FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 2004
Page of
Form 10-Q
---------
Part I: Financial Statements
Item 1. Financial Statements
Consolidated Balance Sheets, June 30, 2004
and December 31, 2003 3
Consolidated Statements of Operations-for the three
months and six months ended June 30, 2004, and 2003 5
Consolidated Statements of Cash Flows-for the six
months ended June 30, 2004, and 2003 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
Item 4. Controls and Procedures 13
Part II: Other Information
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on 8-K 13
Signatures 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
- ------------------------------
GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2004 AND DECEMBER 31, 2003
ASSETS
June 30, December 31,
2004 2003
(Unaudited) (Audited)
--------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $782,463 $483,618
Accounts Receivable - trade, net of allowance for
doubtful accounts of -0- in 2004 and 2003 1,549,265 1,099,802
Prepaid expenses 100,823 159,269
--------------- -------------
Total current assets 2,432,551 1,742,689
--------------- -------------
OIL AND GAS PROPERTIES,
Using the successful efforts method of accounting 58,830,871 58,472,886
OTHER PROPERTY AND EQUIPMENT 2,132,220 2,132,220
Less accumulated depreciation, depletion
and amortization (10,751,200) (10,017,931)
--------------- -------------
Net oil and gas properties, and
other property and equipment 50,211,891 50,587,175
--------------- -------------
OTHER ASSETS
Deposits 20,142 20,142
Debt issue cost, net 2,608,909 78,768
--------------- -------------
Total other assets 2,629,051 98,910
--------------- -------------
TOTAL ASSETS $55,273,493 $52,428,774
=============== =============
3
GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2004 AND DECEMBER 31, 2003
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2004 2003
(Unaudited) (Audited)
-------------- --------------
CURRENT LIABILITIES
Notes payable $ 4,686,568 $ 8,182,165
Notes payable - related parties 2,140,000 1,465,000
Current portion of long-term debt 635,946 29,396,092
Current portion of long-term debt - related parties 119,847 130,152
Accounts payable - trade 3,484,438 5,002,675
Accrued expenses 684,701 443,568
-------------- --------------
Total current liabilities 11,751,500 44,619,652
-------------- --------------
NONCURRENT LIABILITIES
Long-term debt, net of current portion 21,187,404 35,801
Asset retirement obligations 1,397,922 1,357,206
-------------- --------------
Total noncurrent liabilities 22,585,326 1,393,007
-------------- --------------
OTHER LIABILITIES
Derivative instruments 1,150,402 591,467
-------------- --------------
Total Liabilities 35,487,228 46,604,126
-------------- --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock 270 190
Common stock 18,493 18,493
Additional paid-in capital 34,093,242 29,283,692
Retained deficit (14,325,740) (23,477,727)
-------------- --------------
Total stockholders' equity 19,786,265 5,824,648
-------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $55,273,493 $ 52,428,774
============== ==============
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, 2004 AND 2003
(UNAUDITED)
Three Months Six Months
Ended June 30, Ended June 30,
2004 2003 2004 2003
----------- ------------ ----------- ------------
OPERATING REVENUES
Oil and gas sales $2,494,347 $2,770,156 $4,994,987 $5,975,019
Operating overhead and other income 40,919 19,968 79,008 65,708
----------- ------------ ----------- ------------
Total operating revenues 2,535,266 2,790,124 5,073,995 6,040,727
----------- ------------ ----------- ------------
OPERATING EXPENSES
Lease operating expenses 1,284,972 1,392,440 2,599,256 2,762,375
Depreciation, depletion and amortization 437,043 570,665 876,245 1,174,609
Accretion expense 20,358 40,716
General and administrative 472,441 420,443 873,633 834,484
----------- ------------ ----------- ------------
Total operating expenses 2,214,814 2,383,548 4,389,850 4,771,468
----------- ------------ ----------- ------------
INCOME FROM OPERATIONS 320,452 406,576 684,145 1,269,259
----------- ------------ ----------- ------------
OTHER INCOME AND EXPENSE
Interest expense (1,014,609) (811,770) (1,934,777) (1,572,650)
Other financing costs (369,270) (1,000,000) (369,270) (1,000,000)
Loss on sale of assets (226,809) (226,809)
Unrealized gain (loss) on derivative instruments (846,782) 173,311 (558,935) 192,167
Abandoned property (326,512) (326,512)
Forgiveness of debt 11,884,145 11,884,145
----------- ------------ ----------- ------------
Total other income and expense 9,100,163 (1,638,459) 8,467,842 (2,380,483)
----------- ------------ ----------- ------------
INCOME (LOSS) BEFORE INCOME TAXES 9,420,615 (1,231,883) 9,151,987 (1,111,224)
INCOME TAXES
----------- ------------ ----------- ------------
NET INCOME (LOSS) 9,420,615 (1,231,883) 9,151,987 (1,111,224)
DIVIDENDS ON PREFERRED STOCK (Paid 2004 - 0 ; 2003 - 0) 97,334 131,709
----------- ------------ ----------- ------------
NET INCOME (LOSS) AVAILABLE TO
COMMON SHAREHOLDERS $9,323,281 $(1,231,883) $9,020,278 $(1,111,224)
=========== ============ =========== ============
NET INCOME (LOSS) PER COMMON SHARE, BASIC $ .50 $ (.07) $ .49 $ (.06)
=========== ============ =========== ============
DILUTED $.29 $(.07) $.34 $(.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, 2004 AND 2003
(UNAUDITED 2004)
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $9,151,987 $(1,111,224)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation, depletion, and amortization 876,245 1,174,609
Accretion expense 40,716
Discount on note payable 107,177
Common stock warrants issued and charged to earnings 25,500
Other financing costs 1,000,000
Notes payable issued and charged to earnings 61,046
Loss on sale of assets 226,809
Abandoned property 326,512
Unrealized (gain) loss on derivative instruments 558,935 (192,167)
Forgiveness of debt (11,884,145)
(Increase) decrease in accounts receivable - trade, net (449,463) (63,534)
(Increase) decrease in prepaid expenses 58,446 (36,664)
Increase (decrease) in accounts payable and accrued expenses (1,098,150) 74,894
------------ ------------
Net cash provided by (used in) operating activities (2,023,885) 871,414
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (975,513) (691,497)
------------ ------------
Net cash used in investing activities (975,513) (691,497)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds on sale of preferred stock, net 3,393,601
Payments on debt (17,176,706) (526,459)
Proceeds from debt issuance 18,830,258 300,000
Debt issue cost (1,748,910)
------------ ------------
Net cash provided by (used) in financing activities 3,298,243 (226,459)
------------ ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 298,845 (46,542)
CASH AND CASH EQUIVALENTS, beginning of period 483,618 687,694
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $782,463 $641,152
============ ============
CASH PAID FOR INTEREST $1,506,352 $1,491,948
============ ============
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, 2004 AND 2003
(UNAUDITED)
1. During interim periods, we follow the accounting policies set forth in our
Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Users of financial information produced for interim periods are
encouraged to refer to the footnotes contained in the Annual Report when
reviewing interim financial results.
2. The accompanying financial statements include the Company and its
wholly-owned subsidiaries: RigWest Well Service, Inc. formed September 5,
1996; GulfWest Texas Company formed September 23, 1996; DutchWest Oil
Company formed July 28, 1997; Southeast Texas Oil and Gas Company, L.L.C.
acquired September 1, 1998; SETEX Oil and Gas Company formed August 11,
1998; GulfWest Oil 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, 2004 we issued a note payable
for $600,000 in exchange for an account payable for $538,954 and
$61,046 of interest expense was recorded. Also, as a result of
refinancing debt we issued common stock warrants valued at $916,029
which were recorded as a note discount, issued $500,000 of preferred
stock of a wholly owned subsidiary as a commission to a financial
advisor, recorded a $360,000 payable for a loan termination fee and
had $11,884,145 in debt forgiven by the prior lender.
During the six month period ended June 30, 2003, we applied $17,300 in
deposits and added $176,324 in accrued interest to notes payable. Also
during the quarter, $1,000,000 in preferred stock was issued to an
energy lender as required by an agreement that expired on May 29,
2003.
5. As a result of financing agreements with energy lenders, we were required
to enter into oil and gas hedging agreements. It has been determined these
agreements meet the definition of SFAS 133 "Accounting for Derivative
Instruments and Hedging Activities" and are accounted for as derivative
instruments.
We entered into an agreement, commencing in May 2000, to hedge a portion
of our oil and gas sales for the period of May 2000 through April
2004. The agreement calls for initial volumes of 7,900 barrels of oil
and 52,400 Mcf of gas per month, declining monthly thereafter. We
entered into an additional agreement with the energy lender,
commencing September 2001, to hedge an additional portion of our oil
and gas sales for the periods of September 2001 through July 2004 and
September 2001 through December 2003, respectively. The agreement
calls for the initial volumes of 15,000 barrels of oil and 50,000
Mmbtu of gas per month, declining monthly thereafter. These agreements
were terminated in April 2004 with the refinancing of the related
debt. We entered into a second agreement, as a result of refinancing
the debt, commencing May 2004, to hedge a portion of our oil and gas
sales for the period of May 2004 through October 2005. The agreement
calls for 10,000 barrels of oil and 60,000 Mmbtu of gas per month. As
a result of these agreements, we realized a decrease in revenues of
$702,648 for the six month period ended June 30, 2004 and a decrease
in revenues of $884,045 for the six month period ended June 30, 2003,
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
6. Stock Based Compensation
In October 1995, SFAS No. 123, "Stock Based Compensation," (SFAS 123) was
issued. This statement requires that we choose between two different
methods of accounting for stock options and warrants. The statement
defines a fair-value-based method of accounting for stock options and
warrants but allows an entity to continue to measure compensation cost
for stock options and warrants using the accounting prescribed by APB
Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees."
Use of the APB 25 accounting method results in no compensation cost
being recognized if options are granted at an exercise price at the
current market value of the stock or higher. We will continue to use
the intrinsic value method under APB 25 but are required by SFAS 123
to make pro forma disclosures of net income (loss) and earnings (loss)
per share as if the fair value method had been applied in its 2004 and
2003 financial statements.
If we had used the fair value method required by SFAS 123, our net loss
and per share information would approximate the following amounts:
Three months 2004 2003
- ------------ -------------------- --------------------------
As Reported Proforma As Reported Proforma
SFAS 123
compensation cost $ $ 5,250 $ $ 7,350
APB 25
compensation cost $ $ $ $
Net income (loss) $9,323,281 $9,318,031 $(1,231,883) $(1,239,233)
Income (loss) per
common share
Basic $ .50 $ .50 $ (.07) $ (.07)
Diluted $ .29 $ .29 $ (.07) $ (.07)
Six months 2004 2003
- ------------ -------------------- --------------------------
As Reported Proforma As Reported Proforma
SFAS 123
compensation cost $ $ 5,250 $ $ 7,350
APB 25
compensation cost $ $ $ $
Net income (loss) $9,020,278 $9,015,028 $(1,111,224) $(1,118,574)
Income (loss) per
common share
Basic $ .49 $ .49 $ (.06) $ (.06)
Diluted $ .34 $ .34 $ (.06) $ (.06)
8
7. As shown in the financial statements, we had a working capital deficiency
of $9,318,949 at June 30, 2004 and $ 42,876,963 for the year ended December
31, 2003. This and other conditions raise substantial doubt about our
ability to continue as a going concern.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
- ------- ------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Overview
- --------
We are engaged primarily in the acquisition, development, exploitation,
exploration and production of crude oil and natural gas. Our focus is on
increasing production from our existing crude oil and natural gas properties
through the further exploitation, development and optimization of those
properties, and on acquiring additional crude oil and natural gas properties.
Our gross revenues are derived from the following sources:
1. Oil and gas sales that are proceeds from the sale of crude oil and
natural gas production to midstream purchasers;
2. Operating overhead and other income that consists of earnings from
operating crude oil and natural gas properties for other working
interest owners, and marketing and transporting natural gas. This also
includes earnings from other miscellaneous activities.
Results of Operations
- ---------------------
The factors which most significantly affect our results of operations are
(1) the sales price of crude oil and natural gas, (2) the level of total sales
volumes of crude oil and natural gas, (3) the level of and interest rates on
borrowings and, (4) the level and success of new acquisitions and development of
existing properties.
Comparative results of operations for the periods indicated are discussed below.
Three-Month Period Ended June 30, 2004 compared to Three Month Period Ended
June 30, 2003.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the quarter decreased 10% from $2,770,200 in 2003 to $ 2,494,300 in 2004. This
was due to a decrease in sales volumes, partially offset by an increase in oil
and gas prices.
Operating Overhead and Other Income. Revenues from these activities
increased 105% from $20,000 in 2003 to $ 40,900 in 2004. This was due to
fluctuation in prices of natural gas in our imbalance accounts.
Costs and Expenses
Lease Operating Expenses. Lease operating expenses decreased 8% from
$1,392,400 in 2003 to $1,285,000 in 2004, due to decreased field activities.
Depreciation, Depletion and Amortization (DD and A). DD and A decreased 23%
from $570,700 in 2003 to $437,000 in 2004. This was due to a decrease in sales
volumes.
General and Administrative (G and A) Expenses. G and A expenses increased
12% for the period from $420,400 in 2003 to $ 472,400 in 2004. This was mainly
due to increased expenses related to our refinancing activities.
10
Interest Expense. Interest expense increased 25% from $811,800 in 2003 to
$1,014,600 in 2004, primarily due to increased interest rates resulting from the
refinancing of the major component of our debt even though the amount of our
debt decreased.
Six-Month Period Ended June 30, 2004 compared to Six-Month Period Ended
June 30, 2003.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the period decreased 16% from $5,975,000 in 2003 to $4,995,000 in 2004. This was
due to a decrease in sales volumes, partially offset by an increase in oil and
gas prices.
Operating Overhead and Other Income. Revenues from these activities
increased 20% from $65,700 in 2003 to $79,000 in 2004. This was due to
fluctuation in prices of natural gas in our imbalance accounts.
Costs and Expenses
Lease Operating Expenses. Lease operating expenses decreased 6% from
$2,762,400 in 2003 to $2,599,300 in 2004, due to decreased field activity.
Depreciation, Depletion and Amortization (DD and A). DD and A decreased 25%
from $1,174,600 in 2003 to $876,200 in 2004. This was due to a decrease in sales
volumes.
General and Administrative (G and A) Expenses. G and A expenses increased
5% for the period from $834,500 in 2003 to $873,600 in 2004. This was mainly due
to increased expenses related to our refinancing activities.
Interest Expense. Interest expense increased 23% from $1,572,600 in 2003 to
$1,934,800 in 2004.This was due to increased interest rates resulting from the
refinancing of the major component of our debt, even though the amount of the
debt decreased, and penalty interest changed by the previous lender.
Financial Condition and Capital Resources
- -----------------------------------------
At June 30, 2004, our current liabilities exceeded our current assets by
$9,318,949. We had a net income available to common shareholders of $9,323,281
for the quarter compared to a loss of $1,231,883 for the period in 2003.
During the second quarter of 2004, we sold 41,613 barrels of crude oil and
230,247 Mcf of natural gas compared to 59,414 barrels of crude oil and 307,238
Mcf of natural gas in the second quarter of 2003. Revenue for crude oil sales
for the quarter was $1,265,285 in 2004 compared to $1,397,770 in 2003 and for
natural gas sales was $1,229,062 in 2004 compared to $1,372,386 in 2003.
On April 27, 2004, in our wholly-owned subsidiary, GulfWest Oil and Gas
Company, we completed an $18,000,000 financing package with a new energy lender.
We used $15,700,000 to retire existing debt of $27,584,145, resulting in
forgiveness of debt of $11,884,145. This taxable gain will be completely offset
by available net operating loss carryforwards. The term of the note is eighteen
months and it bears interest at the prime rate plus 11%. This rate increases by
..75% per month beginning in month ten. We paid the new lender $1,180,000 in cash
fees and also issued the new lender warrants to purchase 2,035,621 shares of our
common stock at an exercise price of $.01 per share, expiring in five years. The
warrants are subject to demand registration and anti-dilution provisions.
11
Simultaneously, our wholly-owned subsidiary, GulfWest Oil & Gas Company,
completed the initial phase of a private offering of its Series A Preferred
Stock for $4,000,000. The Series A Preferred Stock is exchangeable for our
Common Stock based on a liquidation value of $500 per share of Series A
Preferred Stock divided by $.35 per share of our Common Stock. As part of a fee
and commission, we issued $500,000 of the Series A Preferred Stock to a
financial advisor. One of our directors acquired $1,500,000 of the Series A
Preferred Stock.
Of the $21,500,000 total cash raised, we used $15,700,000 to pay existing
debt and $1,580,000 to pay fees and commissions, leaving $4,220,000 available
for capital expenditures and working capital.
As of August 11, 2004 we have incurred $2,613,687 in loan fees. This
includes lender fees of $1,180,000, financial advisor fees of $1,150,000, which
includes the $500,000 of Series A Preferred Stock, and $283,687 for other
professional fees. These costs are being amortized over the term of the loan and
are included in other financing costs.
In addition we issued the lender warrants valued at $916,029. The value of
the warrants is recorded as a note discount and is being expensed over the term
of the loan and included in interest expense. Also, the lender charges a
quarterly administrative fee of $25,000 and is due a $360,000 fee upon
termination of the loan. The termination fee is being amortized over the term of
the loan. These additional costs are included in other financing costs.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------- ----------------------------------------------------------
The following market rate disclosures should be read in conjunction with
the quantitative disclosures about market risk contained in the Company's 2003
annual report on Form 10-K, as well as with the consolidated financial
statements and notes thereto included in this quarterly report on Form 10-Q.
All of our financial instruments are for purposes other than trading. We
only enter 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
We are exposed to interest rate risk on debt with variable interest rates.
At June 30, 2004, we carried variable rate debt of $28,375,455. Assuming a one
percentage point change at June 30, 2004 on our Company's variable rate debt,
the annual pretax income would change by $283,755.
Commodity Price Risk
We hedge a portion of its price risks associated with its oil and natural
gas sales which are classified as derivative instruments. As of June 30, 2004,
these derivative instruments' liabilities had a fair value of $1,150,402. A
hypothetical change in oil and gas prices could have an effect on oil and gas
futures prices, which are used to estimate the fair value of our derivative
instrument. However, it is not practicable to estimate the resultant change, in
any, in the fair value of our derivative instrument.
12
ITEM 4. CONTROLS AND PROCEDURES
- ------- -----------------------
As of September 30, 2003, an evaluation was performed under the supervision
and with the participation of our management, including the CEO and Vice
President of Finance, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on that evaluation, our management,
including the CEO and Vice President of Finance, concluded that our disclosure
controls and procedures were effective as of June 30, 2004. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to June 30, 2004.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------- ----------------------------------------------------
No matter was submitted to a vote of our security holders during the
second quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- ------- ---------------------------------
(a) Exhibits -
Number Description
------ -----------
*3.1 Articles of Incorporation of the Registrant
and Amendments thereto.
**3.2 Amendment to the Articles of Incorporation
of the Registrant changing the name of the
Registrant to "GulfWest Energy Inc.",
approved by the Shareholders on May 18,
2001 and filed with the Secretary of Texas
on May 21, 2001.
***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.
31.1 Certification of Chief Executive Officer
pursuant to Exchange rule 13a-14(a) as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002; filed herewith.
31.2 Certification of Chief Financial Officer
pursuant to Exchange rule 13a-14(a) as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002; filed herewith.
32 Certification pursuant to 18. U.S.C Section
1350 pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002; filed herewith.
_______________
* Previously filed with the Registrant's
Registration Statement (on Form S-1,
Reg. No. 33-53526), filed with the
Commission on October 21, 1992.
** Previously filed with the Registrant's
Definitive Proxy Statement, filed with the
Commission on April 16, 2001.
*** Previously filed with the Registrant's
Definitive Proxy Statement, filed with the
Commission on October 18, 1999.
13
(b) Reports on Form 8-K-
On May 10, 2004 we filed a report on form 8-K announcing the
closing on April 29, 2004 of a $22 million financial
transaction, which included $18 million of debt with
Petrobridge Investment Management LLC ("Petrobridge") and
the completion of an initial $4 million of equity from a
private offering of cumulative exchangeable preferred stock
of our wholly-owned subsidiary, GulfWest Oil and Gas Company
("GWOG") designated Series A ("The "Series A")
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: August 13, 2004 By: /s/ John E. Loehr
------------------
John E. Loehr
Chief Executive Officer
Date: August 13, 2004 By: /s/ Jim C. Bigham
-----------------
Jim C. Bigham
Executive Vice President and Secretary
Date: August 13, 2004 By: /s/ Richard L. Creel
--------------------
Richard L. Creel
Vice President of Finance
14