SCHEDULE 13D
CUSIP NO. 40274P109

                       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. 4)*

                              GulfWest Energy Inc.
                                (Name of Issuer)

                Class A Common Stock, $0.001 Par Value Per Share
                         (Title of Class of Securities)

                                    40274P109
                                 (CUSIP Number)

                                    _________

        J. Virgil Waggoner                         OCM GW Holdings, LLC
6605 Cypresswood Drive, Suite 250            333 South Grand Avenue, 28th Floor
      Spring, Texas 77379                      Los Angeles California 90071
--------------------------------------------------------------------------------
                (Name, Address and Telephone Number of Person(s)
                Authorized to Receive Notices and Communications)

                                February 28, 2005
                      ------------------------------------  
                      (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.

*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  Exchange  Act of
1934 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).

                         Continued on following page(s)
                               Page 1 of 17 Pages

                                       1

CUSIP NO. 40274P109




======================================================================================================================
                                                                                                   
             NAME OF REPORTING PERSON
     1       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     J. Virgil Waggoner
----------------------------------------------------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                (a)[ ]
                                                                                                              (b)[X]
----------------------------------------------------------------------------------------------------------------------
     3       SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
     4       SOURCE OF FUNDS*

                     OO
----------------------------------------------------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS                                                        [ ]
             IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                     United States
----------------------------------------------------------------------------------------------------------------------
                    NUMBER OF                         7     SOLE VOTING POWER:  0 shares
                     SHARES
                                                   -------------------------------------------------------------------
                  BENEFICIALLY                        8     SHARED VOTING POWER: 16,725,943
                    OWNED BY
                      EACH
                    REPORTING
                                                   -------------------------------------------------------------------
                     PERSON                           9     SOLE DISPOSITIVE POWER:  0 shares
                      WITH
                                                   -------------------------------------------------------------------
                                                     10     SHARED DISPOSITIVE POWER: 16,725,943 shares
----------------------------------------------------------------------------------------------------------------------
    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             16,725,943 shares

----------------------------------------------------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                                                       [ ]
             EXCLUDES CERTAIN SHARES*
----------------------------------------------------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                     62.04% (1) (2)
----------------------------------------------------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON*

                     IN
======================================================================================================================


 (1) Based upon 19,779,319  shares of Common Stock  outstanding,  in addition to
7,180,714  shares of Common  Stock  which may be  received  upon  conversion  of
securities beneficially owned (or which may be deemed beneficially owned) by the
reporting person (See Item 5).

(2) After the Termination  Date (as defined below),  the reporting person may be
deemed to have sole  voting and  dispositive  power with  respect to  12,440,229
shares of Common Stock currently owned or issuable upon conversion of securities
other than the Series H Convertible Preferred Stock.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                        2

CUSIP NO. 40274P109




                          
======================================================================================================================
             NAME OF REPORTING PERSON
     1       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     OCM GW Holdings, LLC
----------------------------------------------------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                (a)[ ]
                                                                                                              (b)[X]
----------------------------------------------------------------------------------------------------------------------
     3       SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
     4       SOURCE OF FUNDS*

                     OO
----------------------------------------------------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS                                                        [ ]
             IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
----------------------------------------------------------------------------------------------------------------------
                    NUMBER OF                         7     SOLE VOTING POWER:  0 shares
                     SHARES
                                                   -------------------------------------------------------------------
                  BENEFICIALLY                        8     SHARED VOTING POWER:  62,194,197 shares
                    OWNED BY
                      EACH
                    REPORTING
                                                   -------------------------------------------------------------------
                     PERSON                           9     SOLE DISPOSITIVE POWER:  0 shares
                      WITH
                                                   -------------------------------------------------------------------
                                                     10     SHARED DISPOSITIVE POWER: 62,194,197 shares
----------------------------------------------------------------------------------------------------------------------
    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             62,194,197 shares

----------------------------------------------------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                                                       [ ]
             EXCLUDES CERTAIN SHARES*
----------------------------------------------------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                     85.87% (1) (2)
----------------------------------------------------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON*

             OO
======================================================================================================================


 (1) Based upon 19,779,319  shares of Common Stock  outstanding,  in addition to
52,648,968  shares of Common  Stock which may be  received  upon  conversion  of
securities beneficially owned (or which may be deemed beneficially owned) by the
reporting person (See Item 5).

(2) Excluding  parties to the Omnibus and Release  Agreement (as defined in Item
6) and other agreements described herein but not Mr. Waggoner.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       3

CUSIP NO. 40274P109




                         

======================================================================================================================
             NAME OF REPORTING PERSON
     1       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     OCM Principal Opportunities Fund III, L.P.
----------------------------------------------------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                (a)[ ]
                                                                                                              (b)[X]
----------------------------------------------------------------------------------------------------------------------
     3       SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
     4       SOURCE OF FUNDS*

                     Not applicable
----------------------------------------------------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS                                                        [ ]
             IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
----------------------------------------------------------------------------------------------------------------------
                    NUMBER OF                         7     SOLE VOTING POWER:   0 shares
                     SHARES
                                                   -------------------------------------------------------------------
                  BENEFICIALLY                        8     SHARED VOTING POWER:  62,194,197 shares
                    OWNED BY
                      EACH
                    REPORTING
                                                   -------------------------------------------------------------------
                     PERSON                           9     SOLE DISPOSITIVE POWER:  0 shares
                      WITH
                                                   -------------------------------------------------------------------
                                                     10     SHARED DISPOSITIVE POWER: 62,194,197 shares
----------------------------------------------------------------------------------------------------------------------
    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             62,194,197 shares

----------------------------------------------------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                                                       [ ]
             EXCLUDES CERTAIN SHARES*
----------------------------------------------------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                     85.87% (1) (2)
----------------------------------------------------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON*

                     PN
======================================================================================================================



(1) Based upon  19,779,319  shares of Common Stock  outstanding,  in addition to
52,648,968  shares of Common  Stock which may be  received  upon  conversion  of
securities beneficially owned (or which may be deemed beneficially owned) by the
reporting person (See Item 5).

(2) Excluding  parties to the Omnibus and Release  Agreement (as defined in Item
6) and other agreements described herein but not Mr. Waggoner.


                                       4

CUSIP NO. 40274P109


                         


======================================================================================================================
             NAME OF REPORTING PERSON
     1       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     OCM Principal Opportunities Fund III GP, LLC
----------------------------------------------------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                (a)[ ]
                                                                                                              (b)[X]
----------------------------------------------------------------------------------------------------------------------
     3       SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
     4       SOURCE OF FUNDS*

                     Not applicable
----------------------------------------------------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS                                                        [ ]
             IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
----------------------------------------------------------------------------------------------------------------------
                    NUMBER OF                         7     SOLE VOTING POWER:  0 shares
                     SHARES
                                                   -------- ----------------------------------------------------------
                                                   -------- ----------------------------------------------------------
                  BENEFICIALLY                        8     SHARED VOTING POWER: 62,194,197 shares
                    OWNED BY
                      EACH
                    REPORTING
                                                   -------- ----------------------------------------------------------
                                                   -------- ----------------------------------------------------------
                     PERSON                           9     SOLE DISPOSITIVE POWER: 0 shares
                      WITH
                                                   -------- ----------------------------------------------------------
                                                   -------- ----------------------------------------------------------
                                                     10     SHARED DISPOSITIVE POWER: 62,194,197 shares
----------------------------------------------------------------------------------------------------------------------
    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             62,194,197 shares

----------------------------------------------------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                                                       [ ]
             EXCLUDES CERTAIN SHARES*
----------------------------------------------------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                     85.87% (1) (2)
----------------------------------------------------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON*

                     OO
======================================================================================================================


(1) Based upon  19,779,319  shares of Common Stock  outstanding,  in addition to
52,648,968  shares of Common  Stock which may be  received  upon  conversion  of
securities beneficially owned (or which may be deemed beneficially owned) by the
reporting person (See Item 5).

(2) Excluding  parties to the Omnibus and Release  Agreement (as defined in Item
6) and other agreements described herein but not Mr. Waggoner.

                                       5

CUSIP NO. 40274P109



                

======================================================================================================================
             NAME OF REPORTING PERSON
     1       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     Oaktree Capital Management, LLC
----------------------------------------------------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                (a)[ ]
                                                                                                              (b)[X]
----------------------------------------------------------------------------------------------------------------------
     3       SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
     4       SOURCE OF FUNDS*

                     Not applicable
----------------------------------------------------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS                                                        [ ]
             IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION

                     California
----------------------------------------------------------------------------------------------------------------------
                    NUMBER OF                         7     SOLE VOTING POWER:  0 shares
                     SHARES
                                                   -------------------------------------------------------------------
                  BENEFICIALLY                        8     SHARED VOTING POWER:  62,194,197 shares
                    OWNED BY
                      EACH
                    REPORTING
                                                   -------------------------------------------------------------------
                     PERSON                           9     SOLE DISPOSITIVE POWER:  0 shares
                      WITH
                                                   -------------------------------------------------------------------
                                                     10     SHARED DISPOSITIVE POWER: 62,194,197shares
----------------------------------------------------------------------------------------------------------------------
    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             62,194,197 shares

----------------------------------------------------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                                                       [ ]
             EXCLUDES CERTAIN SHARES*
----------------------------------------------------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                     85.87% (1) (2)
----------------------------------------------------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON*

                     IA; OO
======================================================================================================================


(1) Based upon  19,779,319  shares of Common Stock  outstanding,  in addition to
52,648,968  shares of Common  Stock which may be  received  upon  conversion  of
securities beneficially owned (or which may be deemed beneficially owned) by the
reporting person (See Item 5).

(2) Excluding  parties to the Omnibus and Release  Agreement (as defined in Item
6) and other agreements described herein but not Mr. Waggoner.


                                       6

CUSIP NO. 40274P109

Item 1.  Security and Issuer

         This statement relates to the Class A Common Stock, par value $.01 per
share (the "Common Stock"), of GulfWest Energy Inc., a Texas corporation (the
"Company"), which has its principal executive offices at 480 N. Sam Houston
Parkway E., Suite 300, Houston, Texas 77060.

Item 2.  Identity and Background

         a. J. Virgil Waggoner

         J. Virgil  Waggoner  ("Waggoner")  is a natural person whose  principal
business office of Waggoner is 6605 Cypresswood Drive, Suite 250, Spring,  Texas
77379.  Waggoner  is a United  States  citizen.  Waggoner  is a director  of the
Company and is currently chief  executive  officer of JVW  Investments,  Ltd., a
private  company.  Waggoner  has not been  convicted  in a  criminal  proceeding
(excluding  traffic  violations or similar  misdemeanors) or been a party to any
civil  proceeding  as a result of which he was subject to 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
violations with respect to such laws, during the last 5 years.

         b. Oaktree Parties

         OCM  GW  Holdings,  LLC  ("Holdings"),  a  Delaware  limited  liability
company,  OCM  Principal  Opportunities  Fund  III,  L.P.,  a  Delaware  limited
partnership  ("OCM Fund"),  OCM Principal  Opportunities  Fund III GP, LLC ("OCM
GP"), a Delaware limited liability company, and Oaktree Capital Management, LLC,
a  California  limited  liability  company  ("Oaktree"  and,  collectively  with
Holdings,  OCM Fund and OCM GP, the "Oaktree  Parties";  the Oaktree Parties and
Waggoner are referred to  collectively  as the "Filing  Parties"),  each has its
principal office at 333 South Grand Avenue, 28th Floor, Los Angeles,  California
90071.  The principal  business of Oaktree is to provide  investment  advice and
management  services  to  institutional  and  individual  investors.   OCM  Fund
generally  invests in securities  and  obligations  of other entities over which
there is a potential for OCM Fund to exercise significant influence. OCM Fund is
the  managing  member of  Holdings.  OCM GP is the general  partner of OCM Fund.
Oaktree is the managing member of OCM GP.

         None  of  the  Oaktree  Parties  have  been  convicted  in  a  criminal
proceeding  or been a party to any civil  proceeding as a result of which it was
subject to 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 violations with respect to such laws, during the last 5 years.

         The controlling  members and executive  officers of the Oaktree Parties
are  listed  below.  The  address  of the  principal  business  office  of  each
controlling member and executive officer is 333 South Grand Avenue,  28th Floor,
Los Angeles, California 90071.




         Executive Officers & Controlling Members
         ----------------------------------------
                                               
         Howard S. Marks            Chairman and Principal
         Bruce A. Karsh             President and Principal
         Russel S. Bernard          Principal
         Kevin L. Clayton           Principal
         John B. Frank              Principal and General Counsel
         Stephen A. Kaplan          Principal
         Larry W. Keele             Principal
         David Kirchheimer          Principal and Chief Financial and Administrative Officer
         David Richard Masson       Principal
         John W. Moon               Principal
         Sheldon M. Stone           Principal

         Portfolio Managers
         ------------------
         Stephen A. Kaplan          Principal
         Ronald Beck                Managing Director


                                       7


CUSIP NO. 40274P109

         To the best of the Oaktree Parties' knowledge,  each controlling member
and executive officer of an Oaktree Party is a United States citizen and none of
the Oaktree Parties' respective controlling members and executive officers have,
during the last 5 years,  been  convicted  in a criminal  proceeding  (excluding
traffic  violations  or  similar  misdemeanors)  or  been a party  to any  civil
proceeding  as a result of which he was subject to 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  violations  with
respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

         See Item 4 for a description  of the  Subscription  Agreements  and the
purchase by Holdings of the Company's  securities.  The Oaktree  Parties did not
pay any  additional  consideration  to Waggoner or any other party in connection
with the execution of any of the other agreements described in Item 6.

Item 4.  Purpose of Transaction

         (a) (b) Pursuant to a Subscription Agreement dated February 28, 2005
(the "Series G Subscription Agreement"), between Holdings and the Company,
Holdings purchased 81,000 shares of Series G Convertible Preferred Stock, par
value $0.01 per share, of the Company (the "Series G Preferred Stock") for a
purchase price of $40,500,000. Pursuant to a Subscription Agreement dated
February 28, 2005 (the "Series A Subscription Agreement"), between Holdings and
GulfWest Oil & Gas Company, a wholly owned subsidiary of the Company, Holdings
purchased 2,000 shares of the subsidiary's Series A Cumulative Exchangeable
Preferred Stock, par value $0.01 per share ("Series A Preferred Stock") for a
purchase price of $1,500,000.

         Pursuant  to a  Subscription  Agreement  dated  February  28, 2005 (the
"Second Series G  Subscription  Agreement"  and  collectively  with the Series G
Subscription  Agreement and Series A Subscription  Agreement,  the "Subscription
Agreements"),  Holdings sold 4,300 shares of Series G Preferred Stock at a price
of $500 a share,  the same price at which  Holdings  acquired  the shares,  to a
limited number of individuals consisting of management and related or affiliated
parties. Allan D. Keel, Chief Executive Officer and President of the Company, is
subject to  restrictions  on transfers of his shares of Series G Preferred Stock
for a period  of 2 years.  Allan D. Keel and the  other  purchasers  of Series G
Preferred Stock are subject to a right of first offer in favor of Holdings,  but
not with respect to shares of Common Stock  received  upon  conversion,  and are
required  to  convert  their  shares  to  Common  Stock  when  Holdings  and its
affiliates  convert  their  shares into Common Stock in the same  proportion  as
Holdings and its affiliates.

         The  description   contained  in  this  Item  4  of  the   transactions
contemplated  by the  Subscription  Agreements  is  qualified in its entirety by
reference  to  the  full  text  of  the  Subscription   Agreements,   which  are
incorporated  herein by reference  and filed as Exhibit  99(a),  99(b) and 99(c)
hereto.

         (c) Not applicable.

         (d) Effective at the closing of the transactions contemplated by the
Subscription Agreements, Scott Manolis, Marshall Smith and Thomas Kaetzer
resigned as members of the Company's board of directors. Waggoner and John Loehr
remained as directors of the Company and B. James Ford, Skardon F. Baker and
Allan D. Keel were elected to fill the vacancies resulting from the resignation
of such three directors. Under the terms of the Statement of Resolution
governing the Series G Preferred Stock, the holders of that series have the
right to elect a majority of the Company's board of directors. 

                                       8

CUSIP NO. 40274P109

         (e) The newly authorized Series G Preferred Stock purchased by Holdings
ranks junior to the authorized and outstanding Cumulative Convertible Preferred
Stock, Series F, of the Company (the "Series F Preferred Stock") as to dividends
and liquidation, but senior to all other classes of capital stock of the
Company. The Statement of Resolution governing the Series A Preferred Stock was
amended to require the holders of the Series A Preferred Stock to exchange all
their shares for either approximately 1,429 shares of Common Stock per share of
Series A Preferred Stock or for one share of the newly authorized Series H
Convertible Preferred Stock, par value $0.01 per share, of the Company (the
"Series H Preferred Stock") per share of Series A Preferred Stock. The Series H
Preferred Stock is convertible into Common Stock at a conversion price of $0.35
a share and ranks junior to the Series G Preferred Stock as to dividends and
liquidation but senior to all other classes of preferred stock of the Company
other than the Series F Preferred Stock. If no election is made by a holder of
Series A Preferred Stock by March 15, 2005, such holder's shares of Series A
Preferred Stock will automatically be exchanged for Common Stock. Both Waggoner
and Holdings elected on February 28, 2005 to exchange their shares of Series A
Preferred Stock for Series H Preferred Stock. The Series D Preferred Stock, par
value $0.01 per share, which does not pay dividends, will remain of equal
priority with the Cumulative Convertible Preferred Stock, Series E, par value
$0.01 per share, of the Company (the "Series E Preferred Stock") as to
liquidation.

                  There  has been no change to the  Company's  dividend  policy,
although in connection with the transactions  referred to above the terms of the
Series E  Preferred  Stock were  amended to provide  for a 6%,  rather than $30,
annual dividend, expressed as a percentage of the stock's $500 liquidation value
plus accrued and unpaid dividends,  payable quarterly. As amended,  dividends on
the Series E Preferred  Stock will accrue but not be paid until March 31,  2009,
at which time the Company will commence quarterly  dividend  payments.  Deferred
dividends on the Series E Preferred Stock may be paid to the extent the board of
directors  elects to do so or dividends on the Series G Preferred Stock are paid
for a  quarter.  Accrued  dividends  on the  Series  E  Preferred  Stock  may be
converted  to Common Stock at a  conversion  price of $0.90.  Accrued and unpaid
deferred  dividends are to be paid on liquidation  or, at the Company's  option,
with the consent of the holders affected, at any time.

                  The Series G Preferred Stock provides for an 8% cash dividend,
expressed as a percentage of the stock's $500 liquidation value plus accrued and
unpaid  dividends,  which will accrue but not be paid until the  dividend  owing
April 1, 2009 is required to be paid,  at which time the Company  will  commence
quarterly  dividend  payments.  Deferred dividends may be paid to the extent the
board of directors elects to do so. Accrued  dividends on the Series G Preferred
Stock may be converted to Common Stock at a conversion  price of $0.90.  Accrued
and unpaid deferred dividends are to be paid on liquidation or, at the Company's
option, with the consent of the holders affected, at any time.

                  Holders of the newly  authorized  Series H Preferred Stock are
entitled to quarterly dividends of 10 shares of Common Stock per share of Series
H Preferred  Stock, or 40 shares of Common Stock annually per shares of Series H
Preferred Stock.

                  Holders  of both the  Series G  Preferred  Stock and  Series H
Preferred  Stock vote on an  as-converted  basis with the  holders of the Common
Stock.

         (f) None.

         (g) None.

                                       9

CUSIP NO. 40274P109

         (h) None.

         (i) None.

         (j) The Oaktree Parties currently hold their interest in the Company
for investment purposes. The Filing Parties intend to continuously evaluate the
Company's businesses and prospects, alternative investment opportunities and all
other factors deemed relevant in determining whether additional shares of the
Company's securities will be acquired by the Filing Parties or by other accounts
and investment funds of which Oaktree is the general partner and/or investment
manager or whether the Filing Parties or any such other accounts or investment
funds will dispose of shares of the Company's securities. At any time,
additional shares of securities of the Company may be acquired or some or all of
the shares of the Company's securities held by the Filing Parties may be sold,
in either case in the open market, in privately negotiated transactions or
otherwise. Except as otherwise disclosed herein, the Filing Parties currently
have no plan or proposal, beneficially or otherwise, which would be related to
or would result in any of the matters described in Items 4(a)-(j) of Schedule
13D; however, as part of their respective ongoing evaluation of this investment
and investment alternatives, the Filing Parties may consider such matters and,
subject to applicable law, may formulate a plan with respect to such matters,
and, from time to time, any Filing Party may hold discussions with or make
formal proposals to the management or the Board of Directors of the Company,
other shareholders of the Company or other third parties regarding such matters.

Item 5.  Interest in Securities of Issuer

         (a) and (b) Waggoner  beneficially  owns,  and as a result of the Share
Transfer  Restriction  Agreement and Proxy  (described in Item 6) may be deemed,
solely for the purpose of Rule 13d-3 of the Securities Exchange Act of 1934 (the
"Exchange Act"), to share with Holdings  beneficial  ownership and shared voting
and dispositive power for 16,725,943 shares of the Common Stock,  which includes
9,545,229  shares of Common Stock,  options to purchase  20,000 shares of Common
Stock, warrants to purchase 625,000 shares of Common Stock,  2,250,000 shares of
Common  Stock  issuable  upon the  conversion  of 9,000  shares of the  Series E
Preferred Stock, based upon a conversion price of $2.00, and 4,285,714 shares of
Common Stock  issuable upon the conversion of 3,000 shares of Series H Preferred
Stock, based upon a conversion price of $0.35.

         Waggoner's current beneficial ownership represents approximately 62.04%
of the shares of the Common Stock,  based upon 19,779,319 shares of Common Stock
issued and  outstanding  as of February 28, 2005,  plus the 7,180,714  shares of
Common Stock which may be received upon  conversion  of securities  beneficially
owned by Waggoner.  In addition,  as dividends  accrue on the Series E Preferred
Stock  and are  paid on the  Series H  Preferred  Stock,  Waggoner's  beneficial
ownership of Common Stock will increase.

         Holdings  beneficially  owns and has voting and  dispositive  power for
45,468,254 shares of the Common Stock,  which includes 2,857,143 shares issuable
upon the  conversion of 2,000 shares of Series H Preferred  Stock,  based upon a
conversion  price of $.35, and  42,611,111  shares of Common Stock issuable upon
the  conversion  of 76,700  shares of Series G  Preferred  Stock,  based  upon a
conversion  price of $0.90.  In  addition,  as a result  of the  Share  Transfer
Restriction  Agreement and Proxy, Holdings may be deemed, solely for the purpose
of Rule 13d-3 of the Exchange Act, to share  beneficial  ownership with Waggoner
and to have shared  dispositive  and voting power with  Waggoner with respect to
the 16,725,943 shares of Common Stock beneficially owned by Waggoner.

         Holdings'  current  beneficial  ownership  may be deemed  to  represent
approximately  85.87% of the shares of the Common Stock,  based upon  19,779,319
shares of Common Stock  issued and  outstanding  as of February  28, 2005,  plus
52,648,968  shares of Common  Stock which may be  received  upon  conversion  of
securities  beneficially  owned (or which may be deemed  beneficially  owned) by
Holdings.  In addition,  as dividends accrue on the Series G Preferred Stock and
are paid on the Series H Preferred  Stock,  Holdings'  beneficial  ownership  of
Common Stock will increase.

                                       10

CUSIP NO. 40274P109

         OCM Fund is the  managing  member of  Holdings.  OCM GP is the  general
partner  of OCM Fund.  Oaktree  is the  managing  member of OCM GP. By virtue of
their  relationship  to  Holdings  each of OCM  Fund,  OCM GP,  Oaktree  and the
individuals  listed in Item 2(b) may be  deemed  to  beneficially  own and share
voting  and  dispositive  power with  respect  to the  shares  held of record or
beneficially owned (or deemed beneficially owned) by Holdings, and therefore may
be deemed to share beneficial  ownership with Holding's of approximately  85.87%
of the Common  Stock  solely for the  purposes of Section  13d-3 of the Exchange
Act. Each of Waggoner,  OCM GP, Oaktree and the individuals  listed in Item 2(b)
disclaims beneficial ownership of the securities reported herein,  except to the
extent of their respective pecuniary interest,  and the filing of this Statement
shall not be construed as an  admission  that any such person is the  beneficial
owner of any such securities.

         Further, as of the date hereof,  Bargus  Partnership,  Douglas Moreland
and Star-Tex  Trading Co.,  shareholders of the Company,  together with Waggoner
and Holdings,  represent,  to the best of the Filing Parties' knowledge,  in the
aggregate  64,672,768  shares of Common Stock,  or  approximately  86.33% of the
Common  Stock,   based  upon  19,779,319  shares  of  Common  Stock  issued  and
outstanding  as of February 28,  2005,  plus  55,077,539  shares of Common Stock
which may be received upon conversion of securities beneficially owned (or which
may be deemed beneficially owned) by Waggoner and Holdings and the three parties
referred  to above  (which  three  parties  executed  the  Omnibus  and  Release
Agreement,  described in Item 6). In addition,  the  purchasers  of the Series G
Preferred Stock pursuant to the Second Series G Subscription Agreement, together
with Holdings,  represent,  to the best of the Filing Parties' knowledge, in the
aggregate  64,583,086  shares of Common Stock,  or  approximately  86.32% of the
Common  Stock,   based  upon  19,779,319  shares  of  Common  Stock  issued  and
outstanding  as of February 28,  2005,  plus  55,037,857  shares of Common Stock
which may be received upon conversion of securities beneficially owned (or which
may be deemed beneficially owned) by Holdings and such purchasers.

         The Filing  Parties,  together with certain other  shareholders  of the
Company referred to herein that are parties to the Omnibus and Release Agreement
or any other agreement  described herein,  may constitute a "group" for purposes
of Rule 13d-5 under the Exchange Act with respect to their respective beneficial
ownership  of the  shares of Common  Stock at the time of the  applicable  event
requiring disclosure in this Schedule. Each Filing Party disclaims the existence
of a "group"  and  disclaims  beneficial  ownership  of all shares of the Common
Stock other than any shares  reported  herein as being held of record by it. The
filing of this  Schedule  shall not  constitute  an  admission  that the  Filing
Parties  and such  persons  constitute  a "group"  for  purposes  of Rule  13d-5
promulgated under the Act.

         (c) Except as set forth herein, to the knowledge of the Filing Parties,
with respect to the other  persons  named in response to paragraph  (a), none of
the persons named in response to paragraph (a) has effected any  transactions in
shares of the Common Stock during the past 60 days.

         (d) None.

         (e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect 
to the Securities of the Issuer

         Subscription Agreements

         See Item 4 with respect to the Subscription  Agreements.  Copies of the
Subscription Agreements are attached hereto as Exhibit 99(a), 99(b) and 99(c).

         Share Transfer Restriction Agreement and Irrevocable Proxy

                                       11

CUSIP NO. 40274P109

         Waggoner has entered into a Share Transfer Restriction Agreement, dated
February 28, 2005 (the "Share Transfer  Restriction  Agreement")  with Holdings,
pursuant  to which he agreed to deliver to Holdings  an  Irrevocable  Proxy (the
"Proxy")  coupled with an interest  with respect to his shares of Common  Stock,
Series E Preferred Stock and Series H Preferred Stock thereby allowing  Holdings
to vote  such  shares at any time in favor of  reincorporating  the  Company  in
Delaware by merging the Company into a wholly  owned  Delaware  subsidiary  (the
"Merger") or, if the Merger is not consummated by December 31, 2005, in favor of
the  conversion  of certain of the Series G Preferred  Stock into New  Preferred
Stock  (as  defined  below)  (the  first  to  occur  being  referred  to as  the
"Termination  Date").  The proxy also  grants  Holdings a proxy with  additional
rights with  respect to the Series H Preferred  Stock until such time as all the
Series H Preferred Stock has converted into Common Stock.

         Waggoner,  pursuant  to the  terms of the  Share  Transfer  Restriction
Agreement,  is subject to  restrictions  on the  disposition  or transfer of the
economic  or  voting  rights  of the  capital  stock  owned  by  him,  including
prohibitions  on transfers of shares of capital stock or entering into any swap,
option, future, forward or other agreement that transfers,  in whole or in part,
any of the economic consequences of ownership of any such capital stock, without
the consent of Holdings.

         The Proxy and the  restrictions  on  disposition  in the Share Transfer
Restriction  Agreement  terminate  upon the  Termination  Date,  other than with
respect to the shares of Series H Preferred Stock held by Waggoner.

         In  addition,  Waggoner  agreed  to  exchange  his  shares  of Series A
Preferred  Stock for Series H Preferred  Stock  pursuant to the amended terms of
the Series A Preferred  Stock Statement of Resolution and is required to convert
any shares of Series H  Preferred  Stock he owns into  Common  Stock in the same
proportion as that converted by Holdings or its affiliates.

         The  description   contained  in  this  Item  6  of  the   transactions
contemplated by the Share Transfer  Restriction  Agreement and form of Proxy are
qualified in their  entirety by reference to the full text of the Share Transfer
Restriction  Agreement and form of Proxy, both of which are incorporated  herein
by reference and filed as Exhibit 99(d) hereto.

         Shareholders Rights Agreement

         Holdings  and the  Company  have  entered  into a  Shareholders  Rights
Agreement  (the  "Shareholders   Rights  Agreement")  dated  February  28,  2005
providing  Holdings with up to four demand  registrations with respect to shares
of Series G Preferred Stock and Common Stock upon the request of holders holding
50%  or  more  of the  registrable  securities  on an as  converted  basis,  and
unlimited piggyback registration rights.

         Pursuant to the Shareholders Rights Agreement,  Holdings is entitled to
receive monthly financial reports,  an annual business plan and operating budget
of the Company,  periodic  filings and other  information,  in addition to board
observation  rights.  Further,  the Shareholders  Rights Agreement  subjects the
Company to various restrictive covenants affecting operation of its business.

         Under the Shareholders  Rights Agreement  Holdings has a right of first
refusal to purchase  any  additional  securities  proposed to be  purchased by a
third party from the Company.

         If the Merger does not occur by July 30, 2005,  the Company is required
to make additional payments on the Series G Preferred Stock in the amount of $80
per share per annum  until the  Merger  occurs or a number of shares of Series G
Preferred Stock are converted into a new series of Company preferred stock ("New
Preferred Stock")  substantially  similar to the Series G Preferred Stock except
that (i) it will not have the right to vote,  (ii) it will be  redeemable at the
holder's  option on January 15, 2008,  and if not  redeemed  the  dividend  will
increase to 14%, (iii) it will not be convertible, (iv) it will bear a quarterly
dividend at an annual rate of 12%, and (v) it will be  optionally  redeemable by
the Company at any time.  The  Company is  required  to use its best  efforts to
convert  certain of the shares of Series G  Preferred  Stock into New  Preferred
Stock if the Merger has not occurred by December 31, 2005.

                                       12

CUSIP NO. 40274P109

         The  description   contained  in  this  Item  6  of  the   transactions
contemplated by the  Shareholders  Rights Agreement is qualified in its entirety
by reference to the full text of the  Shareholders  Rights  Agreement,  which is
incorporated herein by reference and filed as Exhibit 99(e) hereto.

         Omnibus and Release Agreement

         Pursuant  to an Omnibus  and Release  Agreement  ("Omnibus  and Release
Agreement"),  among  Holdings,  the  Company  and  certain  shareholders  of the
Company,  dated  February 28,  2005,  such  shareholders  are  prohibited  from,
directly or indirectly, entering into any swap, option, future, forward or other
similar  agreement  that  transfers,  in whole or in part,  any of the  economic
consequences  of  ownership  of any Series H  Preferred  Stock or Common  Stock,
although such holders may sell the Common Stock or, after February 28, 2007, the
Series H Preferred  Stock.  After  February 28, 2007 Holdings and its affiliates
have a right of first refusal to acquire any Series H Preferred Stock if a third
party  offers to acquire  that  stock,  and the  signatories  to the Omnibus and
Release Agreement have piggyback  registration  rights with respect to shares of
Common  Stock listed on Schedule I thereto or issued as a dividend on the Series
H Preferred  Stock.  Shareholders  (other than Holdings) of the Company that are
party to the Omnibus and Release  Agreement  have agreed to vote in favor of the
Merger. The restrictions  imposed upon the shareholders of the Company that have
executed  the  Omnibus and  Release  Agreement  do not apply to shares of Common
Stock owned by these  shareholders,  whether  received  upon  conversion  of the
Series H Preferred Stock or otherwise, except as disclosed above.

         The  description   contained  in  this  Item  6  of  the   transactions
contemplated  by the Omnibus and Release  Agreement is qualified in its entirety
by  reference  to the full text of the Omnibus and Release  Agreement,  which is
incorporated herein by reference and filed as Exhibit 99(f) hereto.

         Oaktree,  as the investment manager of OCM Fund,  receives a management
fee for managing the assets of OCM Fund.  OCM GP, as the general  partner of OCM
Fund, has a carried interest in OCM Fund.

         Other than as described herein to the Filing Parties' knowledge,  there
are no  contracts,  arrangements,  understandings  or  relationships  (legal  or
otherwise)  among the persons  named in Item 2 and between  such persons and any
person with respect to any  securities of the Company  including but not limited
to transfer or voting of any of the securities,  finder's fees,  joint ventures,
loan or option arrangements,  puts or calls, guarantees of profits,  division of
profits or loss, or the giving or withholding of proxies.

Item 7.  Material to be Filed as Exhibits

         99(a)    Subscription Agreement for the Series G Preferred Stock, dated
                  February 28, 2005, between Holdings and the Company

         99(b)    Subscription Agreement for the Series A Preferred Stock, dated
                  February 28, 2005, between Holdings and the Company

         99(c)    Subscription Agreement for the Series A Preferred Stock, dated
                  February 28,  2005,  among  Holdings  and certain  individuals
                  identified on the signature page thereto

         99(d)    Share Transfer Restriction Agreement, dated February 28, 2005,
                  between Holdings and J. Virgil Waggoner

         99(e)    Shareholders  Rights  Agreement,   dated  February  28,  2005,
                  between Holdings and the Company

                                       13

CUSIP NO. 40274P109

         99(f)    Omnibus and Release Agreement,  dated February 28, 2005, among
                  the Company,  Holdings and certain of the  shareholders of the
                  Company

         99(g)    Joint Filing  Agreement,  dated  February 28, 2005,  among the
                  Oaktree Parties and J. Virgil Waggoner


                                       14

CUSIP NO. 40274P109

                                   SIGNATURES


         After  reasonable  inquiry and to the best of its knowledge and belief,
each of the undersigned certify that the information set forth in this Statement
is true, complete and correct.

Date:  February 28, 2005


                               OCM GW HOLDINGS, LLC

                               By: OCM Principal Opportunities Fund III, L.P., 
                                   its managing member

                               By: OCM Principal Opportunities Fund III GP, LLC,
                                   its general partner

                               By: Oaktree Capital Management, LLC, its 
                                   managing member


                               By:  /s/ Stephen A. Kaplan
                                   ---------------------------------------------
                                   Name:  Stephen A. Kaplan
                                   Title: Principal


                               OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.

                               By: OCM Principal Opportunities Fund III GP, LLC,
                                   its general partner

                               By: Oaktree Capital Management, LLC, its managin
                                   member


                               By:  /s/ Stephen A. Kaplan
                                   ---------------------------------------------
                                   Name:  Stephen A. Kaplan
                                   Title: Principal


                                       15

CUSIP NO. 40274P109

                               OCM PRINCIPAL OPPORTUNITIES FUND III GP, LLC

                               By: Oaktree Capital Management, LLC, its managing
                                   member


                               By:  /s/ Stephen A. Kaplan
                                   ---------------------------------------------
                                   Name:  Stephen A. Kaplan
                                   Title: Principal




                               OAKTREE CAPITAL MANAGEMENT, LLC


                               By:  /s/ Stephen A. Kaplan
                                   ---------------------------------------------
                                   Name:  Stephen A. Kaplan
                                   Title:    Principal


                                       16

CUSIP NO. 40274P109

                                   /s/ J. Virgil Waggoner
                                   ---------------------------------------------
                                   J. Virgil Waggoner

                                       17


                                  Exhibit Index
                                  -------------

                  Name of Exhibit
                  ---------------

         99(a)    Subscription Agreement for the Series G Preferred Stock, dated
                  February 28, 2005, between Holdings and the Company

         99(b)    Subscription Agreement for the Series A Preferred Stock, dated
                  February 28, 2005, between Holdings and the Company

         99(c)    Subscription Agreement for the Series A Preferred Stock, dated
                  February 28, 2005,  between  Holdings and certain  individuals
                  identified on the signature page thereto

         99(d)    Share Transfer Restriction Agreement, dated February 28, 2005,
                  between Holdings and J. Virgil Waggoner

         99(e)    Shareholders  Rights  Agreement,   dated  February  28,  2005,
                  between Holdings and the Company

         99(f)    Omnibus and Release Agreement,  dated February 28, 2005, among
                  the Company,  Holdings and certain of the  shareholders of the
                  Company

         99(g)    Joint Filing  Agreement,  dated  February 28, 2005,  among the
                  Oaktree Parties and J. Virgil Waggoner

                                       1