FORM 10-Q/A
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, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
Commission file number 1-12108
GULFWEST ENERGY INC.
--------------------
(Exact name of Registrant as specified in its charter)
Texas 87-0444770
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
480 North Sam Houston Parkway East
Suite 300
Houston, Texas 77060
(Address of principal executive offices) (zip code)
(281) 820-1919
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO ____ ---
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, August 3, 2001, was 18,462,541 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, 2001 to ensure that the information contained in the report is true,
accurate and complete as of the date of the filing of this Amended Quarterly
Report on Form 10-Q/A, November 18, 2002.
As a result of a financing agreement with an energy lender, we were
required to enter into an oil and gas hedging agreement with the lender. It has
been determined this agreement meets the definition of SFAS 133 "Accounting for
Derivative Instruments and Hedging Activities" and is accounted for as a
derivative instrument.
This amendment reflects the results of the change in accounting principle
in the financial statements and notes thereto, and Management's Discussion and
Analysis of Financial Condition and Results of Operations. The estimated change
in fair value of the derivatives is reported in Other Income and Expense as
unrealized (gain) loss on derivative instruments. The estimated fair value of
the derivatives is reported in Other Assets (or Other Liabilities) as derivative
instruments.
All other information in the report remains as previously filed with the
Commission in the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 2001 and is incorporated by reference herein.
GULFWEST ENERGY INC.
FORM 10-Q/A FOR THE QUARTER ENDED
JUNE 30, 2001
Page of
Form 10-Q/A
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Part I: Financial Statements
Item 1. Financial Statements
Consolidated Balance Sheets, June 30, 2001
and December 31, 2000 3
Consolidated Statements of Operations-for the three
months and six months ended June 30, 2001, and 2000 5
Consolidated Statements of Cash Flows-for the six
months ended June 30, 2001, and 2000 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
Part II: Other Information
Item 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.
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GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 AND DECEMBER 31, 2000
ASSETS
June 30, December 31,
2001 2000
(Unaudited) (Audited)
---------------------- ----------------------
CURRENT ASSETS:
Cash and cash equivalents $ 564,331 $ 663,032
Accounts Receivable - trade, net of allowance for doubtful
accounts of -0- in 2001 and 2000 2,057,938 2,188,421
Prepaid expenses 225,028 83,351
---------------------- ----------------------
Total current assets 2,847,297 2,934,804
---------------------- ----------------------
OIL AND GAS PROPERTIES,
Using the successful efforts method of accounting 32,955,246 30,895,049
OTHER PROPERTY AND EQUIPMENT 2,301,888 1,961,203
Less accumulated depreciation, depletion
And amortization (4,927,355) (4,049,510)
---------------------- ----------------------
Net oil and gas properties, and
other property and equipment 30,329,779 28,806,742
---------------------- ----------------------
OTHER ASSETS
Deposits 27,638 27,638
Investments 122,785
Debt issue cost 417,901 482,159
---------------------- ----------------------
Total other assets 445,539 632,582
---------------------- ----------------------
TOTAL ASSETS $ 33,622,615 $ 32,374,128
====================== ======================
The Notes to Consolidated Financial Statements are an integral part of these statements.
3
GULFWEST ENERGY INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 AND DECEMBER 31, 2000
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2001 2000
(Unaudited) (Audited)
--------------------- ---------------------
CURRENT LIABILITIES
Notes payable $ 2,717,357 $ 935,300
Notes payable - related parties 80,000 700,000
Current portion of long-term debt 3,597,073 3,111,120
Current portion of long-term debt - related parties 225,911 303,296
Accounts payable - trade 2,284,927 2,189,656
Accrued expenses 294,876 355,614
--------------------- ---------------------
Total current liabilities 9,200,144 7,594,986
--------------------- ---------------------
NONCURRENT LIABILITIES
Long-term debt, net of current portion 16,688,917 17,960,455
Long-term debt, related parties 264,583 116,916
--------------------- ---------------------
Total Noncurrent liabilities 16,953,500 18,077,371
--------------------- ---------------------
OTHER LIABILITIES
Derivative instruments 1,244,782
--------------------- ---------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock 80 80
Common stock 18,463 18,445
Additional paid-in capital 23,550,132 23,537,900
Retained deficit (17,344,486) (16,854,654)
Long-term accounts and notes receivable - related
parties,net of allowance for doubtful accounts of
$740,478 in 2001 and 2000
--------------------- ---------------------
Total stockholders' equity 6,224,189 6,701,771
--------------------- ---------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 33,622,615 $ 32,374,128
===================== =====================
The Notes to Consolidated Financial Statements are an integral part of these statements.
4
GULFWEST ENERGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 2001 AND 2000
(UNAUDITED)
Three Months Six Months
Ended June 30, Ended June 30,
2001 2000 2001 2000
---------------- ---------------- ----------------- -----------------
OPERATING REVENUES
Oil and gas sales $ 3,304,912 $ 1,930,127 $ 6,264,665 $ 3,430,564
Well servicing revenues 77,934 97,251 81,964 171,261
Operating overhead and other income 73,036 96,699 166,992 140,708
---------------- ---------------- ----------------- -----------------
Total operating revenues 3,455,882 2,124,077 6,513,621 3,742,533
---------------- ---------------- ----------------- -----------------
OPERATING EXPENSES
Lease operating expenses 1,159,743 746,690 2,431,426 1,420,567
Cost of well servicing operations 59,744 95,884 83,356 183,330
Depreciation, depletion and amortization 594,522 299,368 1,043,073 481,439
General and administrative 422,871 377,841 805,980 744,678
---------------- ---------------- ----------------- -----------------
Total operating expenses 2,236,880 1,519,783 4,363,835 2,830,014
---------------- ---------------- ----------------- -----------------
INCOME FROM OPERATIONS 1,219,002 604,294 2,149,786 912,519
---------------- ---------------- ----------------- -----------------
OTHER INCOME AND EXPENSE
Interest Income 15,247 15,247
Interest expense (605,091) (538,855) (1,286,208) (922,235)
Loss on sale of assets (105,974) 1,500 (108,628) 6,327
Unrealized gain (loss) on derivative instruments 1,411,798 2,502,653
---------------- ---------------- ----------------- -----------------
Total other income and expense 700,733 (522,108) 1,107,817 (900,661)
---------------- ---------------- ----------------- -----------------
INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 1,919,735 82,186 3,257,603 11,858
INCOME TAXES ---------------- ---------------- ----------------- -----------------
INCOME BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE 1,919,735 82,186 3,257,603 11,858
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE, NET OF INCOME
TAXES (3,747,435)
---------------- ---------------- ----------------- -----------------
NET INCOME (LOSS) AVAILABLE TO COMMON
SHAREHOLDERS $ 1,919,735 $ 82,186 $ (489,832) $ 11,858
================ ================ ================= =================
NET INCOME PER SHARE, BASIC AND DILUTED,
BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE $ .10 $ .00 $ .18 $ .00
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE (.20)
---------------- ---------------- ----------------- -----------------
NET INCOME (LOSS) PER SHARE BASIC AND
DILUTED $ .10 $ .00 $ (.02) $ .00
================ ================ ================= =================
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, 2001 AND 2000
(UNAUDITED)
2001 2000
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (489,832) $ 11,858
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation, depletion, and amortization 1,043,073 481,439
Common stock and warrants issued and charged to operations 13,600
Loss (Gain) on sale of assets 108,628 (6,327)
Other non-operating (income) (5,780)
Unrealized gain on derivative instruments (2,502,653)
Cumulative effect of accounting change 3,747,435
(Increase) decrease in accounts receivable - trade, net 425,752 (925,135)
(Increase) decrease in prepaid expenses (141,677) 29,793
Increase (decrease) in accounts payable and accrued expenses 34,533 1,006,862
---------------- ----------------
Net cash provided by operating activities 2,225,259 606,310
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 62,423 9,250
Purchase of property and equipment (2,626,758) (2,026,327)
---------------- ----------------
Net cash used in investing activities (2,564,335) (2,017,077)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in non-operating receivables 50,000
Proceeds from subscription of common stock 557,878
Payments on debt (2,950,346) (603,071)
Proceeds from debt issuance 3,199,801 1,739,510
Debt issue cost (9,080) (315,342)
---------------- ----------------
Net cash provided by financing activities 240,375 1,428,975
---------------- ----------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (98,701) 18,208
CASH AND CASH EQUIVALENTS, beginning of period 663,032 287,300
CASH AND CASH EQUIVALENTS, end of period $ 564,331 $ 305,508
================ ================
CASH PAID FOR INTEREST $ 605,091 $ 538,673
================ ================
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, 2001 AND 2000 UNAUDITED)
1. During interim periods, we follow the accounting policies set forth in our
Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Users of financial information produced for interim periods are
encouraged to refer to the footnotes contained in the Annual Report when
reviewing interim financial results.
2. The accompanying financial statements include the Company and its
wholly-owned subsidiaries: RigWest Well Service, Inc. formed September 5,
1996; GulfWest Texas Company formed September 23, 1996; DutchWest Oil
Company formed July 28, 1997; Southeast Texas Oil and Gas Company, L.L.C.
acquired September 1, 1998; SETEX Oil and Gas Company formed August 11,
1998; GulfWest Oil and Gas Company formed February 8, 1999; LTW Pipeline
Co. formed April 19, 1999; and GulfWest Development Company ("GWD") formed
November 9, 2000. 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, 2001, we acquired $209,549 in
property and equipment through $197,299 in notes payable to financial
institutions and related parties, and by issuing 17,500 shares of common
stock valued at $12,250. Also, we sold $440,300 in property and equipment,
net of depletion and depreciation, in exchange of $325,000 in accounts
receivable. These receivables were collected on August 1, 2001.
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. As a result of this
agreement, we realized 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
The estimated fair value of the derivative instruments at January 1, 2001,
the date of initial application of SFAS 133, of $3,747,435 is reported in
the Statement of Operations as the cumulative effect of a change in
accounting principle.
6. During the second quarter of 2001, we secured a $2,500,000 line of credit
from a bank, guaranteed by two of our directors. The line of credit bears
interest at the prime rate less one fourth of one percent and is due May 1,
2002. $2,100,000 of the line was used to retire existing debt and pay down
accounts payable. The remainder will be used for the development of our oil
and natural gas properties.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
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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, 2001 compared to Three Month Period Ended June
30, 2000.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the quarter increased 71% from $1,930,100 in 2000 to $3,304,900 in 2001. This
was due to increased oil and gas production as a result of our development
activities, higher oil and gas prices and acquisitions of additional properties.
Well Servicing Revenues. Revenues from well servicing operations decreased
by 20% from $97,300 in 2000 to $77,900 in 2001. We had greater utilization of
our rigs in the development of our properties rather than working for third
parties in 2001 compared to 2000.
Operating Overhead and Other Income. Revenues from these activities
decreased 25% from $96,700 in 2000 to $73,000 in 2001.
9
Costs and Expenses
Lease Operating Expenses. Lease operating expenses increased 55% from
$746,700 in 2000 to $1,159,700 in 2001. This was primarily due to the
acquisition of additional properties and increased costs related to greater oil
and gas production; and, to a lesser extent, higher vendor and contractor costs,
as well as additional field activity to increase production on existing and
acquired properties under the favorable product price environment.
Cost of Well Servicing Operations. Well servicing expenses decreased 38%
from $95,900 in 2000 to $59,700 in 2001. We had greater utilization of our rigs
in the development of our properties rather than working for third parties in
2001 compared to 2000.
Depreciation, Depletion and Amortization (DD and A). DD and A increased 99%
from $299,400 in 2000 to $594,500 in 2001, due to significantly higher
production as a result of successful field development activities and
acquisitions.
General and Administrative (G and A) Expenses. G and A expenses increased
12% for the period from $377,800 in 2000 to $422,900 in 2001, due to expenses
associated with an increase in the number of oil and natural gas assets that we
manage.
Interest Expense. Interest expense increased 12% from $538,900 in 2000 to
$605,100 in 2001, primarily due to interest on debt associated with additional
acquisitions and our capital development program.
Six-Month Period Ended June 30, 2001 compared to Six-Month Period Ended June 30,
2000.
Revenues
Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for
the period increased 83% from $3,430,600 in 2000 to $6,264,700 in 2001. This was
due to increased oil and gas production from development projects, higher oil
and gas prices, and acquisitions of additional properties.
Well Servicing Revenues. Revenues from well servicing operations decreased
by 52% from $171,300 in 2000 to $82,000 in 2001. We had greater utilization of
our rigs in the development of our properties rather than working for third
parties in 2001 compared to 2000.
Operating Overhead and Other Income. Revenues from these activities
increased 19% from $140,700 in 2000 to $167,000 in 2001.
Costs and Expenses
Lease Operating Expenses. Lease operating expenses increased 71% from
$1,420,600 in 2000 to $2,431,400 in 2001, due to the acquisitions of additional
properties, greater oil and gas production, and the costs related to such
production.
10
Cost of Well Servicing Operations. Well servicing expenses decreased 55%
from $183,300 in 2000 to $83,400 in 2001. This was due to higher rig utilization
on properties where we have 100% working interest and less on working for third
parties.
Depreciation, Depletion and Amortization (DD and A). DD and A increased
117% from $481,400 in 2000 to $1,043,100 in 2001, due to significantly higher
production resulting from successful field development activities and
acquisitions.
General and Administrative (G and A) Expenses. G and A expenses increased
8% for the period from $744,700 in 2000 to $ 806,000 in 2001.
Interest Expense. Interest expense increased 39% from $922,200 in 2000 to
$1,286,200 in 2001, due to debt associated with additional acquisitions and our
capital development program.
Financial Condition and Capital Resources
-----------------------------------------
At June 30, 2001, our current liabilities exceeded our current assets by
$6,352,800. We had a profit of $1,919,700 for the quarter compared to a profit
of $82,200 for the period in 2000.
During the second quarter of 2001, we sold 71,647 barrels of crude oil and
406,288 Mcf of natural gas compared to 40,645 barrels of crude oil and 285,636
Mcf of natural gas in the second quarter of 2000. Revenue for crude oil sales
for the quarter was $1,729,700 in 2001 compared to $1,020,100 in 2000 and for
natural gas sales was $1,575,300 in 2001 compared to $910,000 in 2000.
On June 29, 2001, we entered into a letter of intent to purchase several
oil and natural gas properties located in four fields in Texas and Louisiana.
The effective date of the acquisition will be July 1, 2001 and the closing is
scheduled for early August. The acquisition will result in an increase in the
company's year-end 2000 proved reserves by approximately 20%, as well as provide
additional acreage for development. The acquired properties are currently
producing an aggregate 600 barrels of oil and 1,200 Mcf of natural gas per day,
with total proved reserves (net to the acquired interests) estimated at 1.1
million barrels of oil and 5.5 billion cubic feet of natural gas. There are
additional possible reserves estimated at 10 billion cubic feet of natural gas.
The purchase price of the acquisition is $14.5 million in a combination of cash
and preferred stock. Financing is being arranged through an existing credit
facility and will include expanding the company's current line to continue the
development of its properties through the year 2002.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------- ----------------------------------------------------------
The following market rate disclosures should be read in conjunction with
the quantitative disclosures about market risk contained in the Company's 2000
annual report on Form 10-K, as well as with the consolidated financial
statements and notes thereto included in this amended quarterly report on Form
10-Q/A.
All of the Company's financial instruments are for purposes other than
trading. The Company only enters derivative financial instruments in conjunction
with its oil and gas hedging activities.
Hypothetical changes in interest rates and prices chosen for the following
stimulated sensitivity effects are considered to be reasonably possible
near-term changes generally based on consideration of past fluctuations for each
risk category. It is not possible to accurately predict future changes in
interest rates and product prices. Accordingly, these hypothetical changes may
not be an indicator of probable future fluctuations.
Interest Rate Risk
The Company is exposed to interest rate risk on debt with variable interest
rates. At June 30, 2001, the Company carried variable rate debt of $22,675,723.
Assuming a one percentage point change at June 30, 2001 on the Company's
variable rate debt, the annual pretax income would change by $226,757.
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,
2001, these derivative instruments' liabilities had a fair value of $1,244,782.
A hypothetical change in oil and gas prices could have an effect on oil and gas
futures prices, which are used to estimate the fair value of our derivative
instrument. However, it is not practicable to estimate the resultant change, in
any, in the fair value of our derivative instrument.
12
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
------- ----------------------------------------------------
The annual meeting of shareholders was held on May 18, 2001, at which
the following proposals were considered and acted upon: first, to consider
the election of seven persons to the board of directors of the Company (the
"Board"); second, to consider the amendment of the Company's Articles of
Incorporation to change the name of the Company to "GulfWest Energy Inc.";
third, to consider the amendment and restatement of the Company's 1994
Stock Option and Compensation Plan, with an effective date of April 1,
2001; and, last to transact such other business as may properly come before
the meeting. Of the 18,445,041 outstanding shares of Common Stock, there
were present, in person or by proxy, shareholders holding a total of
15,083,800 (81.8%) 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, Jim C.
Bigham, Anthony P. Towell, and Steven M. Morris. Of the 15,083,800 shares
of Common Stock present in person or by proxy and entitled to be voted at
the meeting, 15,077,465 votes were cast for each of the nominees --- for
director of the Corporation (except for Mr. Bigham for whom 400 of those
votes were withheld). 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.
Of 15,083,800 shares of Common Stock present in person or by proxy and
entitled to be voted at the meeting, 15,080,600 votes were cast for
approval of the amendment to change the name of the Company to "GulfWest
Energy Inc." and the --- amendment was declared approved.
Regarding the third proposal to amend and restate the Company's 1994
Stock Option and Compensation Plan, brokers did not have discretionary
voting power on the proposal and therefore only reported proxies actually
received from shareholders. Of 12,188,932 shares present in person or by
proxy and entitled to be voted on the proposal, 12,076,256 votes were cast
for approval. The amendment and restatement of the Company's 1994 Stock
Option and Compensation Plan, with an --- effective date of April 1, 2001,
was declared approved.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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(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.
13
+3.3 Amendment to the Company's Articles of Incorporation to increase
the number of shares of Class A Common Stock that the Company
will have authority to issue from 20,000,000 to 40,000,000
shares, approved by the Shareholders on November 19, 1999and
filed with the Secretary of State of Texas on December 3, 1999.
*3.4 Bylaws of the Registrant.
#10.1GulfWest 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.
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, 2001 By: /s/ Thomas R. Kaetzer
-----------------------------------
Thomas R. Kaetzer
President
Date: November 18, 2002 By: /s/ Jim C. Bigham
----------------------------------
Jim C. Bigham
Executive Vice President and Secretary
Date: November 18, 2002 By: /s/ Richard L. Creel
---------------------------------------
Richard L. Creel
Vice President of Finance
14
CERTIFICATIONS
I, Thomas R. Kaetzer, certify that:
1. I have reviewed this amended quarterly report on Form 10-Q/A of
GulfWest Energy Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 18, 2002
/s/ Thomas R. Kaetzer
-----------------------------------
Thomas R. Kaetzer
President and Chief Executive Officer
CERTIFICATIONS
I, Richard L. Creel, certify that:
1. I have reviewed this amended quarterly report on Form 10-Q/A of
GulfWest Energy Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 18, 2002
/s/ Richard L. Creel
-----------------------------------
Richard L. Creel
Vice President of Finance
November 18, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002
In connection with the accompanying amended report on Form 10-Q/A for the period
ended June 30, 2001, and filed with the Securities and Exchange Commission on
the date hereof (the "Report"), We, Thomas R. Kaetzer, President and CEO of
GulfWest Energy Inc. (the "Company"), and Richard L. Creel, Vice President of
Finance of the Company hereby certify that:
1. The report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
GulfWest Energy Inc.
/s/ Thomas R. Kaetzer
------------------------------------
By: Thomas R. Kaetzer
President and Chief Executive Officer
/s/ Richard L. Creel
------------------------------------
By: Richard L. Creel
Vice President of Finance