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, 1999
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 OIL COMPANY
(Exact name of Registrant as specified in its charter)
Texas 87-0444770
State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
397 N. Sam Houston Parkway E.
Suite 375
Houston, Texas 77060
(Address of principle 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.
NO YES X
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, September 29, 1999, was 14,093,567
shares of Class A Common Stock, $.001 par value.
<PAGE>
This Quarterly Report on Form 10-Q/A is intended to amend and restate in
its entirety the following item of the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999 to ensure that the information contained in
the report is true, accurate and complete as of the date of the filing of this
Quarterly Report on Form-10Q/A, October 7, 1999:
Part I: Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations-for the three months and
six months ended June 30, 1999 and 1998
The above item has been amended to correct a mathematical error as follows:
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
for the three months ended June 30, 1999 should read: $(945,680)
for the six months period ended June 30, 1999 should read: ($(1,897,782)
All other information in the report remains as previously filed with the
Commission on October 1, 1999 in the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1999 and is incorporated by reference herein.
<PAGE>
<TABLE>
GULFWEST OIL COMPANY
FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 1999
<CAPTION>
Page of
Form 10-Q
<S> <C>
Part I: Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets, June 30, 1999,
and December 31, 1998 3
Consolidated Statements of Operations-for the three months
and six months ended June 30, 1999, and 1998 5
Consolidated Statements of Cash Flows-for the six
months ended June 30, 1999, and 1998 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
Part II: Other Information
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on 8-K 12
Signatures 13
</TABLE>
2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GULFWEST OIL COMPANY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
<CAPTION>
June 30, December 31,
1999 1998
___________ _______________
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 295,867 $ 204,307
Accounts Receivable - trade, net of allowance for doubtful
accounts of -0- in 1999 and 1998 875,513 527,791
Prepaid expenses 82,363 74,961
Inventory 8,068 13,925
__________ _________
Total current assets 1,261,811 820,984
__________ _________
OIL AND GAS PROPERTIES,
using the successful efforts method of accounting:
Undeveloped Properties 750,628 750,628
Developed Properties 7,637,358 7,283,205
__________ __________
8,387,986 8,033,833
OTHER PROPERTY AND EQUIPMENT 1,480,901 1,406,987
Less accumulated depreciation, depletion,
and amortization (2,565,607) (2,411,755)
___________ ___________
Net oil and gas properties and
other property and equipment 7,303,280 7,029,065
___________ ___________
DEPOSITS 27,638 17,300
INVESTMENTS 191,478 191,478
___________ ___________
TOTAL ASSETS $8,784,207 $8,058,827
___________ ___________
___________ ___________
The Notes to Consolidated Financial Statements are an integral part of
these statements.
</TABLE>
3
<PAGE>
<TABLE>
GULFWEST OIL COMPANY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<CAPTION>
1999 1998
___________ ____________
<S> <C> <C>
CURRENT LIABILITIES
Notes payable $ 562,000 $ 487,000
Notes payable - related parties 1,150,000 950,000
Current portion of long-term debt 4,986,595 2,972,731
Current portion of long-term debt - related parties 304,377 300,914
Accounts payable - trade 1,330,437 1,406,131
Accrued expenses 491,163 442,617
_________ _________
Total current liabilities 8,824,572 6,559,393
_________ _________
LONG-TERM DEBT, net of current portion 1,495,533 3,120,245
_________ _________
LONG-TERM DEBT - RELATED PARTIES 374,629 281,126
_________ _________
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock 143 130
Common stock 3,461 3,113
Additional paid-in capital 14,324,237 12,763,936
Retained deficit (16,085,894) (14,516,642)
Long-term accounts and notes receivable -
related parties, net of allowance for doubtful accounts
of $700,230 in 1999 and 1998 (152,474) (152,474)
___________ ___________
Total stockholders' equity (deficit) (1,910,527) (1,901,937)
___________ ___________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 8,784,207 $8,058,827
____________ ___________
____________ ___________
The Notes to Consolidated Financial Statements are an integral part of
these statements.
</TABLE>
4
<PAGE>
<TABLE>
GULFWEST OIL COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
_______________________________ ________________________
1999 1998 1999 1998
____________ __________ _________ ___________
<S> <C> <C> <C> <C>
OPERATING REVENUES
Oil and gas sales $ 363,139 $ 474,874 $ 573,670 $ 1,153,133
Marketing and Transportation (1,612) 6,490
Well servicing revenues 15,884 180,000 43,491 307,522
Operating overhead and other income 29,977 53,630 56,978 88,599
___________ ___________ _________ __________
407,388 708,504 680,629 1,549,254
___________ ___________ _________ __________
Lease operating expenses 244,315 436,757 482,798 903,309
Cost of well servicing operations 38,572 170,912 84,257 288,841
Depreciation, depletion and amortization 112,802 263,300 223,508 562,263
General and administrative 579,772 440,995 1,043,936 784,067
__________ ___________ _________ __________
975,461 1,311,964 1,834,499 2,538,480
__________ ___________ _________ __________
LOSS FROM OPERATIONS (568,073) (603,460) (1,153,870) (989,226)
__________ ___________ __________ __________
OTHER INCOME AND EXPENSE
Interest income 145 6,497 173 6,525
Interest expense (217,084) (390,639) (419,625) (702,132)
Gain (loss) on sale of assets 180 (5,322) 5,082 (5,322)
___________ __________ ___________
LOSS BEFORE INCOME TAXES (784,832) (992,924) (1,568,240) (1,690,155)
INCOME TAXES --- --- --- ---
NET LOSS (784,832) (992,924) (1,568,240) (1,690,155)
DIVIDENDS ON PREFERRED STOCK
(PAID 1999 - $-0-; 1998 - $45,952) (160,848) (62,155) (329,542) (124,366)
___________ __________ ___________ __________
NET LOSS AVAILABLE TO COMMON
SHAREHOLDERS $ (945,680) $(1,055,079) $(1,897,782) $(1,814,521)
___________ _____________ ____________ ____________
___________ _____________ ____________ ____________
LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (.29) $ (.58) $ (.59) $ (1.01)
The Notes to Consolidated Financial Statements are an integral part of
these statements.
</TABLE>
5
<PAGE>
<TABLE>
GULFWEST OIL COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
____________ ____________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,568,240) $ (1,690,155)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation, depletion, and amortization 223,508 562,263
Common stock and warrants issued and charged to operations 224,650 15,356
(Gain) on sale of assets (5,082)
(Increase) decrease in accounts receivable - trade, net (347,722) 267,093
(Increase) decrease in inventory 5,857
(Increase) decrease in prepaid expenses (7,402) (82,698)
Increase (decrease) in accounts payable
and accrued expenses 105,735 671,302
Increase (decrease) in deposits (10,338)
___________ ____________
Net cash provided by (used in) operating activities (1,379,034) (256,839)
___________ ____________
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 21,430
Purchase of property and equipment (522,046) (1,253,035)
___________ ____________
Net cash in investing activities (500,616) (1,253,035)
___________ ____________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net 148,872
Proceeds from subscription of common stock 700,000
Payments on debt (179,990) (8,836,799)
Proceeds from debt issuance 1,451,200 9,526,785
Dividends paid (45,952)
___________ ___________
Net cash provided by financing activities 1,971,210 792,906
___________ ___________
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 91,560 (716,968)
CASH AND CASH EQUIVALENTS, beginning of period 204,307 626,519
___________ ____________
CASH AND CASH EQUIVALENTS, end of period $ 295,867 $ (90,449)
___________ ____________
___________ ____________
CASH PAID FOR INTEREST $ 115,778 $ 606,431
___________ ____________
___________ ____________
The Notes to Consolidated Financial Statements are an integral part of
these statements.
</TABLE>
6
<PAGE>
GULFWEST OIL COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
(UNAUDITED)
1. During interim periods, GulfWest Oil Company ("the Company") follows the
accounting policies set forth in its 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: VanCo Well Service, Inc. ("VanCo"), GulfWest Texas
Company ("GWT") both formed in 1996; DutchWest Oil Company ("DutchWest") formed
in 1997; Southeast Texas Oil and Gas Company, L.L.C. ("Setex LLC") acquired
September 1, 1998; SETEX Oil and Gas Company ("SETEX") formed August 11, 1998;
GulfWest Gas Marketing & Transportion, Inc. ("GWG") formed February 18, 1999 and
LTW Pipeline Co. ("LTW") organized April 19, 1999. All material intercompany
transactions and balances are eliminated upon consolidation. The financial
statements also include the results of operations for the first six months of
1998 for the Company's former wholly-owned subsidiaries: WestCo Oil Company
("WestCo"), formed in 1995 and sold October 1, 1998; and GulfWest Permian
("GulfWest Permian") formed in 1996 and sold October 1, 1998.
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 Oil Company for the
interim periods.
4. Non-cash Investing and Financing Activities
During the six month period ended June 30,1999, the Company exchanged other
equipment for the assumption of $7,975 of debt, converted deferred compensation
of $47,883 to debt and converted debt of $550,000, along with $85,000 in accrued
interest, to common stock. In addition, 15 shares of preferred stock, along
with $1,013 in accrued and unpaid dividends, were converted to 17,969 shares of
common stock.
During the six month period ended June 30, 1998, the Company converted
$1,155,000 of debt, $311,500 of accounts payable and $100,091 of accrued
expenses to common stock. In addition, the Company acquired $2,937,105 in oil
and gas properties by issuing debt.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
GulfWest is primarily engaged in the acquisition, development,
exploitation, exploration and production of oil and natural gas. The Company is
focused on the acquisition of interests in wells and leases that are currently
producing crude oil and natural gas and that have the potential for increased
production revenue and reserve value through further exploitation, exploration
and development. The Company's gross revenues are derived from the following
sources:
1. Oil and gas sales that are proceeds from the sale of oil and natural gas
production to midstream purchasers;
2. Marketing and transportation revenue consisting of income earned through
the ownership and operation of gathering systems and pipelines, which (1) gather
and transport natural gas for a fixed fee, and (2) purchase and resell natural
gas from properties operated by other producers;
3. Operating overhead consisting of fees earned from other Working Interest
owners for operating oil and natural gas properties; and,
4. Well servicing revenues that are earnings from the operation of well
servicing equipment under contracts to third party operators.
Results of Operations
Effective October 1, 1998, the Company sold its stock ownership in a wholly
owned subsidiary, GulfWest Permian. GulfWest Permian's assets included Working
Interests in certain oil properties located on approximately 5,000 acres in five
(5) fields in Pecos, Howard, Sterling and Lynn Counties, Texas with estimated
Proved Reserves of approximately 1.26 million barrels of oil. The properties
were burdened by short-term debt of approximately $9 million. The sale of
GulfWest Permian relieved the Company of negative cash flow of approximately
$75,000 per month, after payment of lease operating expenses, capital expenses
and interest on the debt.
The factors which most significantly affect the Company's 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.
8
<PAGE>
Comparative results of operations for the periods indicated are discussed below.
Three Month Period Ended June 30, 1999 compared to Three Month Period Ended
June 30, 1998.
Revenues
Oil and Gas Sales. Revenues from oil and gas sales for the second quarter
decreased 24% from $474,900 in 1998 to $363,100 in 1999. This decrease was
attributable to lower sales volumes as a result of the sale of GulfWest Permian
and its oil assets, effective October 1, 1998. The average prices received for
production during the period increased for oil from $11.26 per Bbl in 1998 to
$14.28 per Bbl in 1999 and for natural gas prices from an average of $1.76
per Mcf for 1998 to $2.17 per Mcf in 1999.
Well Servicing Revenues. Revenues from well servicing operations for third
parties decreased 91% from $180,000 for the period in 1998 to $15,900 for 1999.
This decrease was due to management's decision to cease operating under contract
to third parties as a result of lower demand and increased insurance costs.
Operating Overhead and Other Income. Revenues from the operating of
properties decreased 44% from $53,600 in 1998 to $30,000 in 1999, due to the
sale of GulfWest Permian and the discontinuation of operations in certain
fields.
Costs and Expenses
Lease Operating Expenses. Expenses for the period decreased 44% from
$436,800 in 1998 to $244,300 in 1999, due to the sale of GulfWest Permian and
the Company's emphasis on reducing operating expenses.
Cost of Well Servicing Operations. Well servicing expenses decreased 77%
from $170,900 in 1998 to $38,600 in 1999, due to the reduced utilization of the
Company's equipment under contract to third parties.
Depreciation, Depletion and Amortization (DD&A). DD&A decreased 57% from
$263,300 in 1998 to $112,800 in 1999, due to lower production after the sale of
GulfWest Permian.
General and Administrative (G&A) Expenses. G&A expenses for the period
increased 31% from $441,000 in 1998 to $579,800 in 1999, due to a one-time
non-cash expense of $150,000 charged to earnings, as a result of the issuance of
employee and director stock incentives and 60,000 shares of common stock to
redeem warrants to purchase 684,000 shares of common stock.
Interest Expense. Interest expense decreased 44% from $390,600 in 1998 to
$217,100 in 1999. This decrease was due primarily to the sale of GulfWest
Permian and the elimination of its related debt.
Six-Month Period Ended June 30, 1999 compared to Six Month Period Ended
June 30, 1998.
Revenues
Oil and Gas Sales. Revenues from oil and gas sales for the period decreased
50% from $1,153,100 in 1998 to $573,700 in 1999. This decrease was attributable
to lower sales volumes as a result of the sale of GulfWest Permian and its oil
assets, effective October 1, 1998. The average prices received for production
during the period increased for oil from $11.26 per Bbl in 1998 to $12.00 per
Bbl in 1999 and for natural gas prices from an average of $1.76 per Mcf for 1998
to $1.90 per Mcf in 1999.
9
<PAGE>
Well Servicing Revenues. Revenues from well servcing operations for third
parties 86% from $88,600 for the period in 1998 to $57,000 in 1999. This
decrease was due to management's decision to cease operating under contract to
third parties as a result of lower demand and increased insurance costs.
Operating Overhead and Other Income. Revenues from the operating of
properties decreased 36% from $88,600 in 1998 to $57,000 in 1999, due to the
sale of GulfWest Permian and the discontinuation of operations in certain
fields.
Costs and Expenses
Lease Operating Expenses. Expenses decreased 47% from $903,300 in 1998 to
$482,800 in 1999, due to the sale of GulfWest Permian and the Company's emphasis
on reducing operating expenses.
Cost of Well Servicing Operations. Well servicing expenses decreased 71%
from $288,800 in 1998 to $84,300 in 1999, due to the reduced utilization of the
Company's equipment under contract to third parties.
Depreciation, Depletion and Amortization (DD&A). DD&A decreased 60% from
$562,300 in 1998 to $223,500 in 1999, due to lower production after the sale of
GulfWest Permian.
General and Administrative (G&A) Expenses. G&A expenses increased 33% for
the period from $784,100 in 1998 to $1,044,000 in 1999, due to a one-time
non-cash expense of $225,000 charged to earnings, as a result of the issuance of
employee and director stock incentives and 60,000 shares of common stock to
redeem warrants to purchase 684,000 shares of common stock.
Interest Expense. Interest expense decreased 40% from $702,100 in 1998 to
$419,600 in 1999. This decrease was due to the sale of GulfWest Permian and the
elimination of its related debt.
Financial Condition and Capital Resources
At June 30, 1999, the Company's current liabilities exceeded its current
assets by $7,562,761 and the Company was either past due or in default of
certain of its debt agreements. Further, the Company has experienced significant
recurring net losses. Following are steps management has taken and are
proceeding with to move the Company to profitability and cure any remaining
defaults on debt agreements:
- First, the Company sold its subsidiary, GulfWest Permian; this sale
eliminated a very significant portion of its debt which was tied to older,
higher cost oil production. The Company is now proceeding to restructure its
long term debt.
- Second, at the same time GulfWest Permian was sold, management decided to
sell the old operating company, WestCo, bring in a new operating team, SETEX,
with consolidated offices in Houston, and focus more on natural gas reserves and
production.
- Third, since December 31, 1998, the Company has raised working capital to
meet its immediate obligations and began to enhance production. A director of
the Company purchased $635,000 of Series BB Preferred Stock and subscribed to
purchase $3,000,000 of Common Stock, $700,00 of which the Company had received
at June 30, 1999 and $1,500,000 of which the Company had received at September
29, 1999. The funds from these equity offerings are being used specifically to
reduce current liabilities and increase production through workovers and
installation of production equipment.
10
<PAGE>
- Fourth, with the operating capital commitment and a consolidated office
in Houston, the Company focused on evaluating and acquiring natural gas assets
to achieve a more balanced cash flow from oil and natural gas.
- Fifth, the near-term operating focus of SETEX was to turn each remaining
oil and gas assets of the Company into a positive cash flow property, even at
lower oil and gas prices. This was to be done by significantly lowering expenses
and increasing production.
- Sixth, the Company brought in key technical staff to focus on the
evaluation of existing properties and pipelines, and to continue with efforts to
increase production and revenue from the Company's existing core assets.
- Seventh, the Company defined a tactical and strategic business plan to
use existing assets to achieve a positive corporate cash flow and to identify
and evaluate additional development and acquisition opportunities to further
grow the Company. Specifically, the Company's staff has identified and continues
to evaluate workover and drilling projects on its existing oil and gas
properties. If successful, these "in-hand" opportunities are projected to
provide the Company with sufficient revenue to become profitable. In addition,
the Company has identified, and is evaluating and negotiating the acquisition of
additional oil and gas properties in its core areas.
Although management believes the above actions will ultimately provide the
Company with the means to become profitable, there is no guarantee these actions
can be effectively implemented. Adverse changes in prices of oil and gas and/or
the inability of the Company to continue to raise the money necessary to develop
existing reserves or acquire new reserves would have a severe impact on the
Company.
In a subsequent event, effective July 1, 1999, the Company purchased an
average 45% Working Interest in the Skidmore Properties, consisting of fourteen
(14) producing wells and 2,500 acres for development. The Company also acquired
the right to participate in a total of thirty (30) drilling Prospects identified
by Skidmore in the Serpentine Trend area of South Texas.
At June 30, 1999, the Company had 3,461,186 shares of common stock issued
and outstanding. Subsequently, in the third quarter of 1999, the Company issued
10,526,481 shares of common stock as follows: 2,276,481 for the conversion of
preferred stock and unpaid dividends and 8,250,000 to Mr. J. Virgil Waggoner, a
director and significant shareholder, as discussed below. In addition, the
Company issued 105,900 shares due to an administrative error, which will be
cancelled effective October 1, 1999.
Mr. Waggoner converted $635,000 in outstanding principal and interest of
loans made to the Company in 1999 to Series BB Preferred Stock on May 28, 1999.
In subsequent events, on July 15, 1999, Mr. Waggoner subscribed to purchase
4,000,000 shares of the Company's Common Stock in a private offering at $.75 per
share for a total purchase price of $3,000,000 and on August 16, 1999 converted
$2,550,000 of Series BB Convertible Preferred Stock to 4,250,000 shares of
common stock at $.60 per share of common stock. As a result of and giving effect
to the transactions described above, at September 29, 1999, Mr. Waggoner
beneficially owns and has sole voting and dispositive power for 9,071,829 shares
(including 20,000 shares subject to presently exercisable options), representing
64.7% of the Company's outstanding Common Stock.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders of the Company during
the second quarter.
ITEM 5. OTHER INFORMATION
Year 2000 Issue
The Company is working to resolve the potential impact of the year 2000 on
the ability of the Company's computerized information systems to accurately
process information that may be date sensitive. Any of the Company's programs
that recognize a date using "00" as the year 1900 rather than the year 2000
could result in errors or system failures. The Company utilizes a number of
computer programs across its entire operation.
The Company has not completed its assessment, particularly related to
outside customers or vendors. The Company has received notification from its
general ledger vendor that its current system is compliant. The Company intends
to complete its outside customer/vendor assessment in the fourth quarter of
1999. If the Company and/or third parties upon which it relies are unable to
address this issue in a timely manner, it could result in a material financial
risk to the Company, possibly delaying receipts from sales of oil and natural
gas.
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 Bylaws of the Registrant.
@4.1 Statement of Resolution Establishing and Designating the
Companys Class AA Preferred Stock, filed with the Secretary
of State of Texas as an amendment to the Company's Articles of
Incorporation on September 23, 1996.
@4.2 Statement of Resolution Establishing and Designating the
Company's Class AAA Preferred Stock, filed with the Secretary of
State of Texas as an amendment to the Company's Articles of
Incorporation on September 23, 1996.
&4.7 Statement of Resolution Establishing and Designating the
Company's Class C Preferred Stock, filed with the
Secretary of State of Texas as an amendment to the Company's
Articles of Incorporation on September 15, 1998.
#4.8 Statement of Resolution Establishing and Designating the
Company's Class BB Preferred Stock, filed with the
Secretary of State of Texas as an amendment to the Company's
Articles of Incorporation on January 27, 1999.
#22.1 Subsidiaries of the Registrant.
12
<PAGE>
* Previously filed with the Company's Registration Statement (on Form S-1,
Reg. No. 33-53526), filed with the Commission on October 21, 1992.
@ Previously filed with the Company's Form 8-K, Current Report dated
October 10, 1996, filed with the Commission on October 25, 1996.
& Previously filed with the Company's Form 8-K, Current Report dated
September 15, 1998, filed with the Commission on September 24, 1998.
# Filed herewith.
(b) Form 8-K -
None
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 OIL COMPANY
(Registrant)
Date: September 30, 1999 By: /s/ Thomas R. Kaetzer
Thomas R. Kaetzer
President
Date: September 30, 1999 By: /s/ Jim C. Bigham
Jim C. Bigham
Executive Vice President and
Secretary
Date: September 30, 1999 By: /s/ Richard L. Creel
Richard L. Creel
Vice President of Finance
13
<PAGE>
Exhibit 22.1
Subsidiaries of the Registrant
GulfWest Oil Company has seven subsidiaries, all Texas corporations or
companies:
1. GulfWest Texas Company was organized September 23, 1996 and is the
owner of record of interests in certain properties located in the
Vaughn Field, Crockett County, Texas.
2. DutchWest Oil Company was organized July 28, 1997 and is the owner of
record of interests in certain oil and natural gas properties located
in Hardin and Polk Counties, Texas.
3. VanCo Well Service, Inc. was organized September 5, 1996 and operates
well servicing equipment for the Company and under contracts to third
parties.
4. SETEX Oil and Gas Company was organized August 11, 1998 and operates
oil and natural gas properties in which the Company owns majority
interest.
5. Southeast Texas Oil and Gas Company, L.L.C. was acquired September 1,
1998 and is the owner of record of interest in certain oil and gas
properties located in eight counties in South and East Texas.
6. GulfWest Gas Marketing & Transportation, Inc. was organized February
18, 1999 to be the owner and operator of natural gas gathering systems
and pipelines, which gather and transport natural gas for a fix fee,
and purchase and resell natural gas from properties operated other
producers.
7. LTW Pipeline Co. was organized April 19, 1999 and will replace GulfWest
Gas Marketing & Transportation, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE GULFWEST
OIL COMPANY QUARTERLY REPORT FILED ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000813779
<NAME> 0
<MULTIPLIER> 1
<CURRENCY> 0
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 295,867
<SECURITIES> 0
<RECEIVABLES> 875,513
<ALLOWANCES> 0
<INVENTORY> 8,068
<CURRENT-ASSETS> 1,261,811
<PP&E> 9,868,887
<DEPRECIATION> 2,565,607
<TOTAL-ASSETS> 8,784,207
<CURRENT-LIABILITIES> 8,824,572
<BONDS> 0
0
143
<COMMON> 3,461
<OTHER-SE> (1,910,527)
<TOTAL-LIABILITY-AND-EQUITY> 8,784,207
<SALES> 623,651
<TOTAL-REVENUES> 680,629
<CGS> 567,055
<TOTAL-COSTS> 1,834,499
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 419,625
<INCOME-PRETAX> (1,568,240)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,568,240)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,568,240)
<EPS-BASIC> (.59)
<EPS-DILUTED> (.59)
</TABLE>
