UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB



(Mark one)
  X       Annual Report Under Section 13 or 15(d) of The Securities Exchange Act
-----     of 1934


              For the annual period ended April 30, 2002

          Transition Report Under Section 13 or 15(d) of The Securities Exchange
-----     Act of 1934

              For the transition period from
                                             -----------------------------------



                         Commission File Number: 0-9483
                                                 ------

                            Tomahawk Industries, Inc.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

         Nevada                                              95-3502207
------------------------                            ----------------------------
(State of incorporation)                               (IRS Employer ID Number)

                   211 West Wall Street, Midland, Texas 79701
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (915) 682-1761
                           (Issuer's telephone number)



      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock $.001 par value

Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X  No
                                                             ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended April 30, 2002, was $-0-.

As of May 28, 2002,  the aggregate  market value of the  Company's  common Stock
held by nonaffiliates  (approximately  16,637,228 shares was $166,382,  based on
the last closing price as quoted on  www.edreyfus.com  as of September 26, 2001.
There have been no subsequent posted trades of the Company's securities.

As of May 28,  2002,  there were  56,637,228  shares of Common  Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes     No X
                                                    ---   ---


<PAGE>

                               TABLE OF CONTENTS


                                                                            Page
                                                                            ----
Part I

Item 1.  Description of Business                                              3
Item 2.  Description of Property                                              5
Item 3.  Legal Proceedings                                                    5
Item 4.  Submission of Matters to a Vote of Security Holders                  5

Part II

Item 5.  Market for Company's Common Stock and Related Stockholders Matters   5
Item 6.  Management's Discussion and Analysis or Plan of Operation            6
Item 7.  Index to Financial Statements                                       F-1
Item 8.  Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosures                           10

Part III

Item 9.  Officers and Directors                                               10
Item 10. Executive Compensation                                               11
Item 11. Security Ownership of Certain Beneficial Owners and Management       11
Item 12. Certain Relationships and Related Transactions                       11
Item 13. Exhibits and Reports on 8-K                                          11

Signatures                                                                    12




                                                                               2
<PAGE>

                  Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.


Part I

Item 1.   Description of Business

Tomahawk  Industries,  Inc.,  formerly  Tomahawk Oil and Minerals,  Inc.,  ("the
Company") was incorporated  under the laws of Nevada on May 13, 1980 and filed a
Form S-2 on September  19,  1980.  From  inception  through 1988 the Company was
engaged in oil and gas  exploration.  Beginning in 1984 the Company  entered the
business of installing energy recovery and energy savings devices through a then
wholly-owned  subsidiary.  In July 1987, the Company filed for protection  under
Chapter 11 of the U.S. Bankruptcy Code and operated as debtor-in-possession. The
petition  for  bankruptcy  protection  was  denied  and the  Company  ceased all
operations   and  abandoned  all  net  assets   remaining  by  April  30,  1988.
Accordingly,   the  Company  has  effectively  had  no  operations,   assets  or
liabilities since its fiscal year ending April 30, 1988.

The Company intends to comply with the periodical reporting  requirements of the
Securities  Exchange Act of 1934 and to seek to complete a business  acquisition
transaction.

The  Company  may be referred  to as a shell  corporation  and as the  Company's
equity  securities  trade on the NASD  Bulletin  Board,  a trading and reporting
shell corporation.  Shell corporations have zero or nominal assets and typically
no  stated  or  contingent  liabilities.  Private  companies  wishing  to become
publicly  trading may wish to merge with a shell (a reverse  merger) whereby the
shareholders of the private  Company become the majority of the  shareholders of
the combined Company. The private Company may purchase for cash all or a portion
of the  common  share of the  shell  corporation  from its  major  stockholders.
Typically,  the Board and officers of the private  Company  become the new Board
and officers of the combined  Company and often the name of the private  Company
becomes the name of the combined Company.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  At the present time, the Company has
not identified  any business  opportunity  that it plans to pursue,  nor has the
Company  reached  any  agreement  or  definitive  understanding  with any person
concerning an acquisition.

It is  anticipated  that the  Company's  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general


                                                                               3
<PAGE>

interest in considering a merger or acquisition with a blind pool or blank check
or shell  entity.  No assurance can be given that the Company will be successful
in finding or  acquiring a  desirable  business  opportunity,  given the limited
funds that are  expected  to be  available  for  acquisitions.  Furthermore,  no
assurance can be given that any acquisition,  which does occur, will be on terms
that are favorable to the Company or its current stockholders.

The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy,  either  currently or in the  reasonably  near future,  the
minimum  tangible  asset  requirement  in order to qualify shares for trading on
NASDAQ or on an  exchange  such as the  American  Stock  Exchange.  The  Company
anticipates that the business  opportunities  presented to it will (i) either be
in the process of formation,  or be recently  organized  with limited  operating
history or a history of losses  attributable  to  under-capitalization  or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market,  or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other  similar  characteristics.  The  Company  intends  to  concentrate  its
acquisition  efforts  on  properties  or  businesses  that  it  believes  to  be
undervalued  or that it believes  may realize a  substantial  benefit from being
publicly  owned.Given  the  above  factors,  investors  should  expect  that any
acquisition  candidate may have little or no operating history,  or a history of
losses or low profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of its limited resources.  This included
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the  availability of such  opportunities,  economic  conditions,  and
other factors.

Any  entity,  which has an interest in being  acquired  by, or merging  into the
Company, is expected to be an entity that desires to become a public Company and
establish a public trading market for its securities.  In connection with such a
merger or acquisition,  it is highly likely that an amount of stock constituting
control of the Company  would  either be issued by the  Company or be  purchased
from the current  principal  stockholders of the Company by the acquiring entity
or  its   affiliates.   If  stock  is  purchased  from  the  current   principal
stockholders,  the transaction is very likely to be a private transaction rather
than a public  distribution  of  securities,  but is also  likely  to  result in
substantial  gains  to the  current  principal  stockholders  relative  to their
purchase price for such stock. In the Company's  judgment,  none of the officers
and directors  would  thereby  become an  underwriter  within the meaning of the
Section  2(11)  of the  Securities  Act of  1933,  as  amended  as  long  as the
transaction  is a  private  transaction  rather  than a public  distribution  of
securities. The sale of a controlling interest by certain principal shareholders
of the Company  would occur at a time when minority  stockholders  are unable to
sell their shares because of the lack of a public market for such shares.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business opportunity.
In the event of such a  resignation,  the  Company's  current  management  would
thereafter have no control over the conduct of the Company's business.

It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

The  Company  does not foresee  that it will enter into a merger or  acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to the forgoing
expectations,  that a  transaction  with  an  affiliate  would  be in  the  best
interests  of the  Company  and its  stockholders,  the  Company is, in general,
permitted by Nevada law to enter into a transaction if:

     The material facts as to the  relationship or interest of the affiliate and
     as to the contract or  transaction  are disclosed or are known to the Board
     of Directors, and the Board in good faith authorizes,  approves or ratifies
     the contract or  transaction by the  affirmative  vote of a majority of the
     disinterested directors, even though the disinterested directors constitute
     less than a quorum; or


                                                                               4
<PAGE>

     The material facts as to the  relationship or interest of the affiliate and
     as to the  contract  or  transaction  are  disclosed  or are  known  to the
     stockholders  entitled to vote thereon,  and the contract or transaction is
     specifically authorized,  approved or ratified in good faith by vote of the
     stockholders;  or the contract or  transaction is fair as to the Company as
     of the  time it is  authorized,  approved  or  ratified,  by the  Board  of
     Directors or the stockholders.

Item 2 - Description of Property

The Company has no property  and  currently  maintains a mailing  address at 211
West Wall Street,  Midland,  Texas 79701.The Company's telephone number there is
(915)  682-1761.Other than this mailing address,  the Company does not currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the  mailing  address or use of office
facilities.


Item 3 - Legal Proceedings

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.


Item 4.Submission of Matters to a Vote of Security Holders

The  Company  held a Special  Meeting of  Shareholders  on August  24,  2001.The
following items were presented for a vote of the shareholders:

1)   Election of Directors
       Glenn A. Little    For: 41,661,542     Against: 0        Abstain: 0
       Matthew Blair      For: 41,631,742     Against: 0        Abstain: 6,600

2)   Appointment of S. W. Hatfield, CPA as Independent Auditor for the Company

                          For: 34,787,850     Against: 7,660    Abstain: 175,800

3)   Approval of a 1:10 reverse split of the issued and outstanding common stock
     of the Company

                          For: 35,545,123     Against: 295,917  Abstain: 300,770

Part II

Item 5.Market for Company's Common Stock and Related Stockholder Matters

During the August 24, 2001 Special  Meeting of  Shareholders,  a one (1) for ten
(10) reverse  stock split on the issued and  outstanding  shares of common stock
was approved.  This action was  subsequently  enacted by the Company's  Board of
Directors  and  caused  the  issued  and  outstanding  shares to  decrease  from
166,373,094  to  16,637,228.The  effect  of  this  action  is  reflected  in the
accompanying  financial  statements  as of the  first  day of the  first  period
presented.

As of May 28,  2002,  there were  56.637.228  shares of $0.001 par value  common
stock (the "Common Stock") of the Company outstanding and owned by approximately
5,300 shareholders of record.

During 2001,  the Company filed a request for clearance of quotations on the OTC
Bulletin Board under SEC Rule 15c2-11,  Subsection  (a)(5) with NASD  Regulation
Inc. A Clearance  Letter was issued to Tomahawk  Industries,  Inc. in April 2001
and the Company was issued its trading symbol TOMI.  The Company's  first posted
trade was  conducted on May 3, 2001.  The quoted  market prices of the Company's
common  stock on the  NASDAQ  Electronic  Bulletin  Board,  per data  listed  by
www.edreyfus.com, are as follows:


                                                                               5
<PAGE>
<TABLE>
<CAPTION>
                                                              High               Low
                                                              ----               ----
<S>                                                         <C>               <C>
Fiscal Year 2001 (May 1, 2000 - April 30, 2001)             no trading        no trading
Fiscal Year 2002 (May 1, 2001 - April 30, 2002)
  First quarter (May 1, 2001 - July 31, 2001)               $0.50             $0.25
  Second quarter (August 1, 2001 - October 31, 2001)        $0.08             $0.25
  Third quarter (November 1, 2001 - January 31, 2002)       no trading        no trading
  Fourth quarter (February 1, 2002 - April 30, 2002)        no trading        no trading
Fiscal Year 2003 (May 1, 2002 - April 30, 2003)
  First quarter (May 1, 2002 - May 28, 2002)                no trading        no trading
</TABLE>

Dividend policy

The Company has never paid or declared a cash dividend on its common stock.  The
Board of  Directors  does not  intend to declare  or pay cash  dividends  in the
foreseeable future. It is the current policy to retain all earnings,  if any, to
support future growth and expansion.

Recent Sales of Unregistered Securities

On  September  25,  2001,  the Company  sold  15,000,000  shares of  restricted,
unregistered  common  stock at $0.001 per share for gross  proceeds  of $15,000,
pursuant  to a private  placement  memorandum  to  Little &  Company  Investment
Securities,  Inc., an entity owned by Glenn A. Little,  the Company's  President
and Chief  Executive  Officer.  These  funds  were used to support  the  working
capital  needs of the  Company.  The  Company  relied upon  Section  4(2) of The
Securities Act of 1933, as amended,  for an exemption from registration on these
shares.

On September 25, 2001, the Company  converted the $25,000 in advances from Glenn
A. Little,  the Company's  President and Chief Executive Officer into 25,000,000
shares of restricted, unregistered common stock at $0.001 per share, pursuant to
a private  placement  memorandum.  These  funds were used to settle  outstanding
trade accounts payable and provide working capital for the Company.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration on these shares.


Item 6.Management's Discussion and Analysis or Plan of Operation

The Company had no operating  revenue  during the years ended April 30, 2002 and
2001, respectively.

General and administrative  expenses for the years ended April 30, 2002 and 2001
were approximately  $16,600 and $(15,244),  respectively.  The negative expenses
incurred  during the year ended April 30, 2001 were  directly  related to vendor
adjustments on trade accounts payable items accrued in prior periods.

The Company  received  interest income of  approximately  $16 and $52 during the
Fiscal  Years  ended  April  30,  2002 and  2001,  respectively,  as a result of
invested working capital funds.

Net income (loss) for the years ended April 30, 2002 and 2001, respectively, was
approximately  $(16,600)  and  $15,300.Earnings  per  weighted-average  share of
common stock  outstanding,  as adjusted for the August 24, 2001 1 for 10 reverse
split of the then issued and  outstanding  shares,  was  approximately  $-0- and
$-0-, per share.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under The  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At April 30, 2002 and 2001,  respectively,  the  Company had working  capital of
approximately $800 and $2,400, respectively.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either


                                                                               6
<PAGE>

management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

The current  management  group intends to actively to seek,  investigate and, if
warranted,  acquire  an  interest  in  one or  more  business  opportunities  or
ventures.  As of the  date  hereof,  the  Company  has  divested  itself  of all
operating   assets  and  has  no  business   opportunities   or  ventures  under
contemplation   for   acquisition   but   proposes  to   investigate   potential
opportunities in the form of investors or entrepreneurs with a concept which has
not yet been placed in operation,  or in the form of firms which are  developing
companies in need of limited additional funds for expansion into new products or
services, and which are seeking to develop a new product or service. The Company
may also seek out established  businesses which may be experiencing financial or
operational  difficulties and are in need of the limited  additional capital the
Company could provide.  The Company  anticipates that it will seek to merge with
an  existing  business.  After the  merger,  the  surviving  entity  will be the
Company;  however,  management  from the acquired  entity will in all likelihood
operate the Company.  There is, however,  a remote  possibility that the Company
may seek to acquire and operate an ongoing business,  in which case the existing
management  might be  retained.  Due to the  absence  of capital  available  for
investment by the Company, the types of businesses seeking to be acquired by the
Company  will no  doubt be  smaller  and  higher  risks  of  businesses.  In all
likelihood,  a business  opportunity  will involve the  acquisition of or merger
with a  corporation  which does not need  additional  cash but which  desires to
establish  a public  trading  market  for its  Common  Stock.  Accordingly,  the
Company's ability to acquire any business of substance may be extremely limited.

Operation of the Company

The Company  intends to search  throughout the United States,  Canada and Europe
for a  merger/acquisition  candidate,  however,  because of lack of capital, the
Company  believes  that  the  merger/acquisition  candidate  will be  conducting
business within a limited geographical area. In the event of a consummation of a
merger or acquisition with a suitable candidate,  it is highly probable that the
Company's  principal  offices will be  relocated  to the existing  office of the
merger or  acquisition  candidate.  Further the Company may also have offices at
such other places as the Board of Directors  may from time to time  determine or
the future  business,  subsequent to the consummation of a merger or acquisition
of the Company may require.

The Officers and Directors will  personally seek  acquisition/merger  candidates
and/or orally contact individuals or broker(s)/dealer(s)  and advise them of the
availability  of the Company as an  acquisition  candidate.  The  Officers  will
review material furnished them by the proposed merger/acquisition  candidate and
decide if a  merger/acquisition  is in the best interests of the Company and its
shareholders.  The  proposed  merger/acquisition  will then be  submitted to all
stockholders for approval if required by Nevada statue.

The Company may also employ outside  consultants,  however,  no such consultants
will be engaged  until a  merger/acquisition  candidate has been targeted by the
Company.  Management  believes  that it is  impossible  to consider the specific
criteria that will be used to hire consultants; however, several of the criteria
may include the consultant's  relevant experience,  the services to be provided,
the term of service  required  by the  Company.  Management  cannot  predict the
probability that management will recommend any specific consultant(s) for future
use. As of the filing of this document,  the Company has not had any discussions
with or executed agreements with any outside consultants.

Other than  disclosed  herein,  there are no other plans for  accomplishing  the
business purpose of the Company.

Selection of Opportunities

The analysis of new business  opportunities  will be  undertaken by or under the
supervision  of the  Officers and  Directors  of the Company,  none of whom is a
professional  business  analyst  and have  limited  training  or  experience  in
business analysis. Inasmuch as the Company will have no funds available to it in


                                                                               7
<PAGE>

its search for business opportunities and ventures, the Company will not be able
to expend  significant funds on a complete and exhaustive  investigation of such
business  opportunity.  The Company will,  however,  investigate,  to the extent
believed  reasonable by Management,  such potential  business  opportunities  or
ventures.

As a part of the  Company's  investigation,  the Officers and Directors may meet
personally with management and key personnel of the firm sponsoring the business
opportunity,  may visit and inspect plants and  facilities,  obtain  independent
analysis or verification of certain  information  provided,  check references of
management and key personnel, and conduct other reasonable arrangements,  to the
extent of the Company's limited financial resources and management and technical
expertise.

Prior to making a decision  to  recommend  to  shareholders  participation  in a
business  opportunity or venture,  the Company will generally request that it be
provided with written materials  regarding the business  opportunity  containing
such  items  as  a  description  of  products,  services  and  company  history;
management resumes;  financial  information;  available  projections with elated
assumptions upon which the projections were based; evidence of existing patents,
trademarks or service  marks or rights  thereto;  present and proposed  forms of
compensation  to  management;   a  description  of   transactions   between  the
prospective  entity and its affiliates during relevant periods; a description of
resent and required facilities; an analysis of risks and competitive conditions;
and, other information deemed relevant.

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting,  and execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and costs for accountants, attorneys and others. If a decision is made
not to participate in a specific  business  opportunity,  the costs  theretofore
incurred in the related  investigation  would not be  recoverable.  Furthermore,
even if an agreement  is reached for the  participation  in a specific  business
opportunity,  the failure to consummate that  transaction may result in the loss
to the Company of the costs incurred.

The  Company  will  have  unlimited  flexibility  in  seeking,   analyzing,  and
participating  in business  opportunities.  In its  efforts,  the  Company  will
consider the following kinds of factors:

     a)   Potential for growth, indicated by new technology,  anticipated market
          expansion or new products,
     b)   Competitive  position as  compared  to other firms  engaged in similar
          activities;
     c)   Strength of the merger/acquisition candidate's management;
     d)   Capital  requirements  and anticipated  availability of required funds
          from future  operations,  through the sale of  additional  securities,
          through joint ventures or similar  arrangements or from other sources;
          and
     e)   Other relevant factors.

Potentially  available  business  opportunities  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.  Potential investors must recognize that due to
the Company's  limited  capital  available for  investigation  and  management's
limited  experience  in  business  analysis,  the  Company  may not  discover or
adequately evaluate adverse facts about the opportunity to be acquired.

The  Company  has not had any  substantive  conversations  and is not  currently
engaged in substantive  discussions  related to a proposed merger or acquisition
and,  further,  is unable to predict  when it may identify or  participate  in a
business  opportunity.  It  expects,  however,  that the  analysis  of  specific
proposals and the selection of a business opportunity may take several months or
more.

As of April  30,  2002,  management  has not  identified  any  entity in which a
current  officer,  director or significant  shareholder has a direct or indirect
ownership  interest as a potential  merger or  acquisition  candidate.  Existing
corporate  policy is  silent to this  situation;  however,  it is the  intent of
management  to seek  candidates  in which  current  directors,  officers  and/or
significant shareholders do not have direct or indirect ownership interests.

Further, the consummation of a merger or acquisition  transaction may or may not
involve  the sale of  shares  of  common  stock  currently  held by  members  of
management,  directors or  significant  shareholders.  The terms and  conditions
related to any potential  sale of these shares may or may not be made  available
to other minority or non-controlling existing shareholders of the Company.


                                                                               8
<PAGE>

Prior to the consummation of any merger or acquisition, the Company will request
the  approval  of the  existing  shareholders  if  required  by  Nevada  statue.
Accordingly,  all shareholders  will be provided with the pertinent  information
related to the  proposed  merger or  acquisition,  including  audited  financial
statements, concerning the proposed target company of the merger or acquisition.

Additionally,  the  Company  will be subject  to all  disclosure  and  reporting
requirements  of The  Securities  and Exchange  Commission,  including,  but not
limited to, the filing of a Form 8-K Current  Report for the  disclosure  of any
pending  merger  or  acquisition  and the  dissemination  of  audited  financial
statements of the merger or acquisition candidate upon consummation.

Form of Acquisition

The manner in which the Company  participates in an opportunity will depend upon
the nature of the  opportunity,  the respective needs and desires of the Company
and the promoters of the opportunity,  and the relative  negotiating strength of
the Company and such  promoters.  The exact form or structure  of the  Company's
participation  in a business  opportunity  or venture will be dependent upon the
needs of the particular situation. The Company's participation may be structured
as an asset  purchase,  a lease, a license,  a joint venture,  a partnership,  a
merger or the  acquisition  of securities.  As set forth above,  the Company may
acquire its  participation  in a business  opportunity  through the  issuance of
Common Stock or other securities in the Company.  Although the terms of any such
transaction   cannot  be  predicted,   it  should  be  noted  that,  in  certain
circumstances,  the criteria for determining  whether or not an acquisition is a
so-called  "tax free"  reorganization  under  Section  368(a)(1) of the Internal
Revenue  Code  of  1976,  as  amended,  may  depend  upon  the  issuance  to the
shareholders  of the  acquired  company of at least 80.0% of the Common Stock of
the combined entities immediately following the reorganization. If a transaction
were  structured to take  advantage of these  provisions  rather than other "tax
free"   provisions   provided  under  the  Internal   Revenue  Code,  all  prior
shareholders  may,  in such  circumstances,  retain  20.0% or less of the  total
issued and outstanding Common Stock. If such a transaction were available to the
Company,  it will be necessary to obtain  shareholder  approval to  effectuate a
reverse stock split or to authorize  additional  shares of Common Stock prior to
completing  such  acquisition.  This  could  result  in  substantial  additional
dilution to the equity of those who were  shareholders  of the Company  prior to
such  reorganization.  Further,  extreme  caution  should  be  exercised  by any
investor  relying upon any tax benefits in light of any existing tax laws or any
proposed changes thereto. It is possible that no tax benefits will exist at all.
Prospective  investors,  if any,  should consult their own legal,  financial and
other business advisors.

In conjunction with a merger with or acquisition of a  privately-owned  company,
there  exists a  probability  that a  change  in  control  will  occur  upon the
consummation of the merger or  acquisition.  In order to make such a transaction
feasible,  it is  highly  probable  that  management  will  offer a  controlling
interest in the Company to any identified merger or acquisition candidate.

The present management and the current  shareholders of the Company may not have
control  of a  majority  of  the  voting  shares  of  the  Company  following  a
reorganization transaction. As part of such a transaction,  all or a majority of
the Company's  Directors  may resign and new Directors may be appointed  without
any vote by shareholders.

Present  shareholders  have not agreed to vote their respective shares of Common
Stock in accordance with the vote of the majority of all  non-affiliated  future
shareholders of the Company with respect to any business combination.

Not an "Investment Advisor"

The Company is not an "investment advisor" under the Federal Investment Advisers
Act  of  1940,  which   classification   would  involve  a  number  of  negative
considerations.  Accordingly, the Company will not furnish or distribute advise,
counsel,  publications,  writings, analysis or reports to anyone relating to the
purchase or sale of any  securities  within the language,  meaning and intent of
Section 2(a)(11) of the Investment Advisers Act of 1940, 15USC 80b2(a)(11).

Not an "Investment Company"

The Company may become involved in a business  opportunity through purchasing or
exchanging  the  securities  of such  business.  The  Company  does not  intend,


                                                                               9
<PAGE>

however,  to engage  primarily in such  activities  and is not  registered as an
"investment  company"  under the  Federal  Investment  Company  Act of  1940.The
Company believes such registration is not required.

The Company must conduct its  activities so as to avoid  becoming  inadvertently
classified  as a transient  "investment  company"  under the Federal  Investment
Company Act of 1940, which  classification would affect the Company adversely in
a number of respects.  Section 3(a) of the  Investment  Company Act provides the
definition of an  "investment  company"  which excludes an entity which does not
engage  primarily  in the  business  of  investing,  reinvesting  or  trading in
securities,  or which  does not engage in the  business  of  investing,  owning,
holding or trading  "investment  securities"  (defined as "all securities  other
than  United  States  government  securities  or  securities  of  majority-owned
subsidiaries")  the value of which  exceeds  forty  (40.0%)  of the value of its
total assets (excluding government  securities,  cash or cash items).The Company
intends to  implement  its  business  plan in a manner  which will result in the
availability  of this exemption from the definition of "investment  company".The
Company proposes to engage solely in seeking an interest in one or more business
opportunities or ventures.

Effective January 14, 1981, the U. S. Securities and Exchange Commission adopted
Rule  3a-2  which  deems  that an  issuer  is not  engaged  in the  business  of
investing, reinvesting, owning, holding or trading in securities for purposes of
Section  3(a)(1),  cited above,  if,  during a period of time not  exceeding one
year, the issuer has a bona fide intent to be engaged  primarily,  or as soon as
reasonably  possible  (in any event by the  termination  of a one year period of
time), in a business other that of investing,  reinvesting,  owning,  holding or
trading in  securities  and such intent is evidenced by the  Company's  business
activities and  appropriate  resolution of the Company's Board of Directors duly
adopted and duly recorded in the minute book of the Company. The Rule 3a-2 "safe
harbor" may not be relied on more than a single  time.  The  Company  expects to
have invested or committed  all, or  substantially  all, of the proceeds of this
public  offering  in  the  investigation   and/or   acquisition  of  a  business
opportunity  acquisition  within a year after  completion  of the  offering  and
thereafter to not encounter the  possibility of being  classified as a transient
investment company.


Item 7 - Index to Financial Statements

The  required  accompanying  financial  statements  begin  on  page  F-1 of this
document.


Item 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosures

None


Part III

Item 9.  Officers and Directors

The directors and executive officers serving the Company are as follows:

     Name                        Age                 Position Held and Tenure
     ----                        ---                 ------------------------
Glenn A. Little                  49                     President, Director
Matthew Blair                    44                Secretary, Treasurer Director

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.


                                                                              10
<PAGE>

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall  within the range of five to ten hours per month.  There are no
agreements  or  understandings  for any  officer  or  director  to resign at the
request of another  person,  and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.

Biographical Information

Glenn A.  Little,  is a  graduate  of The  University  of  Florida,  Gainesville
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School of International Management (MBA - International Management) and has been
the principal of Little and Company Investment  Securities (LITCO), a Securities
Broker/Dealer  with offices in Midland,  Texas since 1979.Mr.  Little  currently
serves as an  officer  of other  inactive  public  corporations  having the same
business purpose as the Company.

Before founding LITCO Mr. Little was a stockbroker with Howard,  Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First  National  Bank of
Commerce in New Orleans, Louisiana.

Matthew Blair was formerly a solo  practitioner of law in Midland,  Texas and is
presently  a Title IV-D  Master in Midland  County  Texas.  Before  opening  his
practice  he served in the Legal  Department  of the Federal  Deposit  Insurance
Corporation  (FDIC),  Midland,  Texas  where he  gained  exposure  to  corporate
structures and debt workouts.  His employment  before the FDIC  appointment  was
with Texas American Energy and Exxon Corporation.  Mr. Blair received a Bachelor
of Arts in  Government  from The  University of Texas at Austin (1975) and Juris
Doctor from Texas Tech  University  School of Law (1979).He is licensed in every
state court in Texas,  United  States  District  Court (Texas) and in The United
States Supreme Court.


Item 10.Executive Compensation

There was no  compensation  paid during any of the Fiscal  Years ended April 30,
2002 or 2001, respectively.

None of the Company's current officers or directors receives or has received any
salary  from  Company  during the  preceding  five years.  The Company  does not
anticipate  entering  into  employment  agreements  with any of its  officers or
directors in the near future.  Directors do not receive  compensation  for their
services as directors and are not reimbursed for expenses  incurred in attending
board meeting.


Item 11.Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this  Registration  Statement,
the  number of  shares of Common  Stock  owned of  record  and  beneficially  by
executive officers, directors and persons who hold 5% or more of the outstanding
Common Stock of the Company.  Also included are the shares held by all executive
officers and directors as a group.

                                                                  % of Class
  Name and address                  Number of Shares          Beneficially Owned
  ----------------                  ----------------          ------------------
Glenn A. Little                        40,000,000                   70.62%
211 West Wall Street
Midland, Texas 79701

Matthew Blair 0                           0.00%
200 West Wall Street
Suite 104
Midland, Texas 79701

All Directors and                      40,000,000                   70.62%
Executive Officers (2 persons)


                                                                              11
<PAGE>

Item 12 - Certain Relationships and Related Transactions

On  September  25,  2001,  the Company  sold  15,000,000  shares of  restricted,
unregistered  common  stock at $0.001 per share for gross  proceeds  of $15,000,
pursuant  to a private  placement  memorandum  to  Little &  Company  Investment
Securities,  Inc., an entity owned by Glenn A. Little,  the Company's  President
and Chief  Executive  Officer.  These  funds  were used to support  the  working
capital  needs of the  Company.  The  Company  relied upon  Section  4(2) of The
Securities Act of 1933, as amended,  for an exemption from registration on these
shares.

On September 25, 2001, the Company  converted the $25,000 in advances from Glenn
A. Little,  the Company's  President and Chief Executive Officer into 25,000,000
shares of restricted, unregistered common stock at $0.001 per share, pursuant to
a private  placement  memorandum.  These  funds were used to settle  outstanding
trade accounts payable and provide working capital for the Company.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration on these shares.


Item 13 - Exhibits and Reports on Form 8-K

Exhibits - None  (other  than as  incorporated  herein by  reference  to various
previous filings by the Company)

Reports on Form 8-K - None during the quarter ended April 30, 2002

                                                                              12
<PAGE>

                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1993,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                                       Tomahawk Industries, Inc.
Dated: May 28, 2002                                          /s/ Glenn A. Little
       ------------                                         --------------------
                                                                 Glenn A. Little
                                                             President, Director
                                                     and Chief Executive Officer


In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.


Date: May 28, 2002                                           /s/ Glenn A. Little
      ------------                                          --------------------
                                                                 Glenn A. Little
                                                        Director, President, and
                                                         Chief Executive Officer


Date: May 28, 2002                                             /s/ Matthew Blair
      ------------                                            ------------------
                                                                   Matthew Blair
                                                                        Director


                                                                              13
<PAGE>

                            Tomahawk Industries, Inc.

                                    Contents


                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                           F-2

Financial Statements

   Balance Sheets
     as of April 30, 2002 and 2001                                           F-3

   Statements of Operations and Comprehensive Income (Loss)
     for the years ended April 30, 2002 and 2001                             F-4

   Statement of Changes in Shareholders' Equity (Deficit)
     for the years ended April 30, 2002 and 2001                             F-5

   Statements of Cash Flows
     for the years ended April 30, 2002 and 2001                             F-6

   Notes to Financial Statements                                             F-7


                                                                             F-1

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    Texas Society of Certified Public Accountants
           Press Club of Dallas



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
Tomahawk Industries, Inc.

We have audited the accompanying balance sheets of Tomahawk Industries,  Inc. (a
Nevada  corporation) as of April 30, 2002 and 2001 and the related statements of
operations and  comprehensive  income (loss),  changes in  shareholders'  equity
(deficit)  and  cash  flows  for the each of the two  years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Tomahawk Industries, Inc. as of
April 30, 2002 and 2001 and the results of its operations and cash flows for the
each of the two years then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note B to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note B. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.



                                                      S. W. HATFIELD, CPA
Dallas, Texas
May 22, 2002

                      Use our past to assist your future sm
(secure mailing address)                   (overnight delivery/shipping address)
P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                       F-2
<PAGE>

                            Tomahawk Industries, Inc.
                                 Balance Sheets
                             April 30, 2002 and 2001


                                                      April 30,      April 30,
                                                         2002           2001
                                                     -----------    -----------
                                     ASSETS
                                     ------
Current assets
   Cash on hand and in bank                          $       844    $     2,418
                                                     -----------    -----------

   Total current assets                                      844          2,418
                                                     -----------    -----------

   Total Assets                                      $       844    $     2,418
                                                     ===========    ===========



                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
Liabilities
   Current liabilities
     Accounts payable - trade                        $      --      $      --
     Advances from shareholder                              --           25,000
                                                     -----------    -----------

   Total current liabilities                                --           25,000
                                                     -----------    -----------


Commitments and contingencies


Shareholders' equity (deficit)
   Common stock - $0.001 par value
     200,000,000 shares authorized
     56,637,228 and 16,637,228 shares
     issued and outstanding,  respectively                56,637         16,637
   Additional paid-in capital                          5,443,447      5,443,447
   Accumulated deficit                                (5,499,240)    (5,482,666)
                                                     -----------    -----------

   Total Shareholders' Equity (Deficit)                      844        (22,582)
                                                     -----------    -----------

   Total Liabilities and Shareholders' Equity        $       844    $     2,418
                                                     ===========    ===========

The accompanying notes are an integral part of these financial statements.

                                                                             F-3
<PAGE>

                            Tomahawk Industries, Inc.
            Statements of Operations and Comprehensive Income (Loss)
                       Years ended April 30, 2002 and 2001


                                                   Year ended      Year ended
                                                    April 30,       April 30,
                                                      2002            2001
                                                  ------------    ------------

Revenues                                          $       --      $       --
                                                  ------------    ------------

Expenses
   General and administrative expenses                 (16,590)        (15,244)
                                                  ------------    ------------

     Total operating expenses                          (16,590)        (15,244)
                                                  ------------    ------------

Income (Loss) from operations                          (16,590)         15,244

Other Income (Expense)
   Interest income                                          16              52
                                                  ------------    ------------

Income (Loss) before provision for income taxes        (16,574)         15,296

Provision for income taxes                                --              --
                                                  ------------    ------------

Net Income (Loss)                                      (16,574)         15,296

Other Comprehensive Income                                --              --
                                                  ------------    ------------

Comprehensive Income (Loss)                       $    (16,574)        $15 296
                                                  ============    ============

Earnings per share of common stock
   outstanding computed on net income
   (loss), principally from discontinued
     operations - basic and fully diluted                  nil             nil
                                                  ============    ============

Weighted-average number of shares
   outstanding - basic and fully diluted            40,573,220      16,637,228
                                                  ============    ============


The accompanying notes are an integral part of these financial statements.

                                                                             F-4
<PAGE>
<TABLE>
<CAPTION>

                            Tomahawk Industries, Inc.
             Statement of Changes in Shareholders' Equity (Deficit)
                       Years ended April 30, 2002 and 2001



                                           Common Stock            Additional
                                  ----------------------------       paid-in     Accumulated
                                     Shares          Amount          capital        deficit          Total
                                  ------------    ------------    ------------   ------------    ------------
<S>                               <C>             <C>             <C>            <C>             <C>
Balances at
   May 1, 2000                     166,373,094    $    166,373    $  5,293,711   $ (5,497,962)   $    (37,878)

Effect of August 24, 2001
   1 for 10 reverse stock split   (149,735,866)       (149,736)        149,736           --              --
                                  ------------    ------------    ------------   ------------    ------------



Balances at
   May 1, 2000, as restated         16,637,228          16,637       5,443,447     (5,497,962)        (37,878)

Net income for the year                   --              --              --           15,296          15,296
                                  ------------    ------------    ------------   ------------    ------------



Balances at
   April 30, 2001                   16,637,228          16,637       5,443,447     (5,482,666)        (22,582)

Issuance of common stock
   Cash                             15,000,000          15,000            --             --            15,000
   Conversion of
     Shareholder debt               25,000,000          25,000            --             --            25,000

Net loss for the year                     --              --              --          (16,574)        (16,574)
                                  ------------    ------------    ------------   ------------    ------------

Balances at
   April 30, 2001                   56,637,228    $     56,637    $  5,443,447   $ (5,499,240)   $        844
                                  ============    ============    ============   ============    ============

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                                                             F-5

<PAGE>
<TABLE>
<CAPTION>

                            Tomahawk Industries, Inc.
                            Statements of Cash Flows
                       Years ended April 30, 2001 and 2000


                                                            Year ended    Year ended
                                                             April 30,     April 30,
                                                               2002          2001
                                                            ----------    ----------
<S>                                                         <C>           <C>
Cash Flows from Operating Activities
   Net income (loss) for the period                         $  (16,574)   $   15,296
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Increase (Decrease) in Accounts payable - trade            --         (37,878)
                                                            ----------    ----------

Net cash used in operating activities                             --         (22,582)
                                                            ----------    ----------


Cash Flows from Investing Activities                              --            --
                                                            ----------    ----------


Cash Flows from Financing Activities
   Proceeds from sale of common stock                           15,000          --
   Advances from shareholder                                      --          25,000
                                                            ----------    ----------

Net cash provided by financing activities                       15,000        25,000
                                                            ----------    ----------


Increase (Decrease) in Cash                                     (1,574)        2,418

Cash at beginning of period                                      2,418          --
                                                            ----------    ----------

Cash at end of period                                       $      844    $    2,418
                                                            ==========    ==========


Supplemental Disclosure of Interest and Income Taxes Paid
     Interest paid for the year                             $     --      $     --
                                                            ==========    ==========
     Income taxes paid for the year                         $     --      $     --
                                                            ==========    ==========

Supplemental Disclosure of Non-Cash
   Investing and Financing Activities
     Related party debt settled with common stock           $   25,000    $     --
                                                            ==========    ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                                                             F-6
<PAGE>

                            Tomahawk Industries, Inc.

                          Notes to Financial Statements


Note A - Organization and Description of Business

Tomahawk Industries, Inc. (Company) was incorporated under the laws of the State
of Nevada on May 13, 1980.  From its  inception  through  1988,  the Company was
engaged in oil and gas  exploration.  Beginning in 1984, the Company entered the
business of installing  energy recovery and energy saving devices through a then
wholly-owned subsidiary.

In July 1987,  the Company  filed for  protection  under Chapter 11 of the U. S.
Bankruptcy Code and operated as a debtor-in-possession.  Subsequent thereto, the
petition  for  bankruptcy  protection  was  denied  and the  Company  ceased all
business operations and abandoned all net assets remaining by April 30, 1988.

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended April 30, 1998.  Accordingly,  the Company is  dependent  upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity at this time. It is the intent
of management and significant shareholders to provide sufficient working capital
necessary to support and preserve the integrity of the corporate entity.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note B - Going Concern Uncertainty

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended April 30, 1998.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  remains  dependent upon additional  external  sources of financing;
including being dependent upon its management and/or significant stockholders to
provide  sufficient  working  capital to preserve the integrity of the corporate
entity.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the Company will be forced to rely on existing  cash in the bank and  additional
funds loaned by management and/or  significant  stockholders.  In the event, the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

                                                                             F-7
<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note B- Going Concern Uncertainty - Continued

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

In such a restricted cash flow scenario, the Company would be unable to complete
our  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

The Company has a limited operating history, minimal cash on hand, no profit and
operates a business  plan with  inherent  risk.  Because of these  factors,  our
auditors have issued an audit opinion for the Company which includes a statement
describing  our going concern  status.  This means,  in our  auditor's  opinion,
substantial doubt about our ability to continue as a going concern exists at the
date of their opinion.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


Note C - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At April 30, 2002 and 2001, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of April 30,  2002 and 2001,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code  Section  338,  the Company may have
     limited net  operating  loss  carryforwards  available to offset  financial
     statement or tax return  taxable  income in future periods as a result of a
     Fiscal 2000 change in control involving 50 percentage points or more of the
     issued and outstanding securities of the Company.

                                                                             F-8
<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note C - Summary of Significant Accounting Policies - Continued

3.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss)  by  the   weighted-average   number  of  shares  of  common   stock
     outstanding.  The  calculation of fully diluted  earnings  (loss) per share
     assumes the  dilutive  effect of the  exercise of  outstanding  options and
     warrants,  using the treasury stock method,  at either the beginning of the
     respective period presented or the date of issuance, whichever is later. As
     of April 30, 2002 and 2001,  respectively,  the Company has no  outstanding
     stock warrants, options or convertible securities which could be considered
     as dilutive for purposes of the loss per share calculation.


Note D - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.


Note E - Advances from Controlling Shareholder

On January 2, 2001,  the Company's  controlling  shareholder  loaned the Company
$25,000 to support  operations,  settle  outstanding  trade accounts payable and
provide  working  capital.   The  advance  was  repayable  upon  demand  and  is
non-interest  bearing. On September 25, 2001, the shareholder executed a private
placement letter  converting this advance into 25,000,000  shares of restricted,
unregistered common stock.


Note F - Common Stock Transactions

During the August 24, 2001 Special  Meeting of  Shareholders,  a one (1) for ten
(10) reverse  stock split on the issued and  outstanding  shares of common stock
was approved.  This action was  subsequently  enacted by the Company's  Board of
Directors  and  caused  the  issued  and  outstanding  shares to  decrease  from
166,373,094  to  16,637,228.  The  effect  of this  action is  reflected  in the
accompanying  financial  statements  as of the  first  day of the  first  period
presented.

On  September  25,  2001,  the Company  sold  15,000,000  shares of  restricted,
unregistered  common  stock at $0.001 per share for gross  proceeds  of $15,000,
pursuant to a private  placement  memorandum to an entity owned by the Company's
President  and Chief  Executive  Officer.  These  funds were used to support the
working  capital needs of the Company.  The Company  relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares.

On  September  25,  2001,  the Company  converted  $25,000 in advances  from the
Company's  President  and Chief  Executive  Officer  into  25,000,000  shares of
restricted, unregistered common stock at $0.001 per share, pursuant to a private
placement memorandum. These funds were used to settle outstanding trade accounts
payable and provide  working  capital for the Company.  The Company  relied upon
Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption from
registration on these shares.

                                                                             F-9