UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
GULFWEST OIL COMPANY
(Name of Issuer)
COMMON STOCK, $O.OO1 PAR VALUE PER SHARE
(Title of Class of Securities)
40274P109
(CUSIP Number)
Marshall A. Smith III
397 N. Sam Houston Parkway E., Suite 375
Houston, Texas 77060
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
MARCH 22, 2001
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [x] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13-d7.)
Note: Six copies of this statement including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 40274P109 PAGE 2 OF 4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall A. Smith III, SSN 436-66-5506
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 1,052,800 (See Item 5)
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 2,959
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,052,800 (See Item 5)
PERSON
WITH
10. SHARED DISPOSITIVE POWER 2,959
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,055,759 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.6% based upon 18,445,041 shares of Common
Stock outstanding as of the date hereof and 456,754 shares
subject to currently exercisable warrants and options held by
the Reporting Person.
14. TYPE OF REPORTING PERSON Individual
CUSIP NO. 40274P109 PAGE 3 OF 4
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, $0.001 par value per
share (the "Common Stock"), of GulfWest Oil Company (the "Company"). The address
of the Company's principal executive offices is 397 N. Sam Houston Parkway E.,
Suite 375, Houston, Texas 77060.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by Marshall A. Smith III (the
"Reporting Person"). The business address of the Reporting Person is 397 N. Sam
Houston Parkway E., Suite 375, Houston, Texas 77060. The Reporting Person is
Chairman of the Board of GulfWest Oil Company. The principal address of GulfWest
Oil Company is 397 N. Sam Houston Parkway E., Suite 375, Houston, Texas 77060.
(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 judgment,
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.
540,000 and 3,650 shares of Company Common Stock owned by the Reporting
Person were purchased in broker transactions at a price of $.38 and $.53 per
share on March 22, 2001 and March 27, 2001, in consideration for cash payments
of $205,200 and $1,934.50, respectively. The Reporting Person had previously
acquired beneficial ownership of 55,355 shares of the Company's Common Stock at
an average price of $.62 per share and currently exercisable warrants and
options to purchase 456,754 shares of the Company's Common Stock at an exercise
price of $.75.
The funds used for the purchase of the Common Stock were the personal
funds of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
All of the shares of Common Stock 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 participant in any transaction having that purpose or
effect. Any decision of the Reporting Person either to purchase additional
shares of Company Common Stock or to dispose of any shares will take into
account various factors, including general economic conditions and money and
stock market conditions.
The Reporting Person currently does not have any plans or proposals of
the type set forth in paragraphs (a) through (j) of Item 4 of Schedule D.
CUSIP NO. 40274P109 PAGE 4 OF 4
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) - (b) The Reporting Person beneficially owns and has sole voting
and dispositive power for 1,052,800 shares of the Company's Common Stock, which
includes (i) 540,000 shares purchased in a broker transaction on March 22, 2001,
(ii) 3,650 purchased in a broker transaction on March 27, 2001, (iii) 52,396
shares previously purchased, none of which were purchased during the last sixty
days, and (iii) 456,754 shares subject to currently exercisable warrants and
options. The Reporting Person has shared voting and dispositive power with his
spouse for 2,959 shares of the Company's Common Stock. The Reporting Person's
current beneficial ownership represents approximately 5.6% of the shares of the
Company's Common Stock, based upon 18,445,041 shares of Common Stock outstanding
as of the date hereof and 456,754 shares subject to currently exercisable
warrants and options held by the Reporting Person.
(c) Other than the purchase of shares of Common Stock disclosed in (a)
- (b) of Item 5, the Reporting Person has not been involved in any share
transactions involving the Company during the last sixty days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Company Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
The Reporting Person has been an officer and director of the Company since
1989 and is currently Chairman of the Board.
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.
Dated: March 29, 2001 /s/ Marshall A. Smith III
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Marshall A. Smith III