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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3 )
GulfWest Energy Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
40274P109
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(CUSIP Number)
J. Virgil Waggoner
6605 Cypresswood Drive, Suite 250
Spring, Texas 77379
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2002
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
(SC13D-07/98)
CUSIP No. 40274P109 13D Page 2 of 4 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Virgil Waggoner
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER 12,303,929
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER None
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 12,303,929
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER None
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,303,929
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximatley 59% based upon 18,492,541 shares of the Issuer's Common Stock
(the "Common Stock")outstanding as of the date hereof, and including 20,000
shares subject to presently exercisable Options held by the Reporting Person
(See Items 5 and 6).
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
Individual
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40274O109 13D Page 3 of 4 Pages
_______________________________________________________________________________
Item 1. Security and Issuer.
This Statement relates to shares of Class A Common Stock, par value $.001 per
share, of GulfWest Energy Inc. (the "Company"), trading symbol "GULF". The
Company's principal executive officers are: Thomas R. Kaetzer, President and
Chief Executive Officer; Jim C. Bigham, Executive Vice President and Secretary;
and, Richard L. Creel, Vice President of Finance. The address of the Company's
principal executive officers is 480 N. Sam Houston Parkway E., Suite 300,
Houston, Texas 77060.
________________________________________________________________________________
Item 2. Identity and Background.
(a)- (c) This Statement is being filed by J. Virgil Waggoner (the
"Reporting Person"). The Reporting Person has been a director of the Company
since 1997 and Chairman of the Board of the Company since May 30, 2002. The
Reporting Person is President and Chief Executive Officer of JVW Investments,
Ltd., a private company. The business address of the Reporting Person is 6605
Cypresswood Drive, Suite 250, Spring, Texas 77379.
(d)- (e) During the last five years, the Reporting Person has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgement,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person purchased 9,000 shares of the Issuer's Series E Convertible
Preferred Stock, par value $.01 and liquidation value $500 per share, for a
total price of $800,000 in cash from personal funds.
________________________________________________________________________________
Item 4. Purpose of Transaction.
The securities have been acquired for investment. The Reporting Person has not
acquired the securities with any purpose, or with the effect of, changing or
influencing the control of the Company, or in connection with or as a partici-
pant in any transaction having that purpose or effect. Any decision of the
Reporting Person either to acquire or dispose of securities of the Company will
take into account various factors, including general economic conditions and
stock market conditions. The Reporting Person does not have any plans or
proposals of the type set forth in paragraphs (a) through (j) of Item D of
Schedule D.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a)- (b) The Reporting Person benefically owns and has sole voting and
dispositive power for 12,303,929 shares of the Issuer's Class A Common Stock,
which includes 10,033,929 shares and options to purchase 20,000 shares
previously reported on Form 13D and amendments 1 and 2 thereto, and 2,250,000
shares issuable upon the conversion of 9,000 shares of the Issuer's Series E
Convertible Preferred Stock, par value $.01 and liquidation value $500 per
share of Preferred Stock, based upon a conversion price of $2.00 per share of
Common Stock. The Reporting Person's current beneficial ownership represents
approximately 59% of the shares of the Issuer's Common Stock, based upon
18,292,541 shares of Common Stock issued and outstanding as of the date hereof.
(c) There were no transactions in the class of securities being reported
on that were effected during the past sixty days or since the most recent filing
on Schedule 13D, whichever is less, by the Reporting Person.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the securities
reported herein.
_______________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
None.
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 10, 2002
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(Date)
/s/ J. Virgil Waggoner
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(Signature)
J. Virgil Waggoner, Individual
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).