UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

--------------------------------------------------------------------------------

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


              For the quarterly period ended July 31, 2002

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


              For the transition period from ______________ to _____________

--------------------------------------------------------------------------------


                         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, TX 70701-4556
                    (Address of principal executive offices)

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


--------------------------------------------------------------------------------


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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 26, 2002: 56,637,228
                                          ---------------------------

Transitional Small Business Disclosure Format (check one): YES    NO X

<PAGE>

                            Tomahawk Industries, Inc.

                 Form 10-QSB for the Quarter ended July 31, 2002

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation          9


Part II - Other Information

  Item 4   Submission of Matters to a Vote of Security Holders                9

  Item 6   Exhibits and Reports on Form 8-K                                   9


Signatures                                                                   10














                                                                               2
<PAGE>
<TABLE>
<CAPTION>

Item 1 - Part 1 - Financial Statements

                            Tomahawk Industries, Inc.
                                 Balance Sheets
                             July 31, 2002 and 2001

                                   (Unaudited)

                                                             July 31, 2002    July 31, 2001
                                                             -------------    -------------
<S>                                                          <C>              <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                  $         594    $       2,427
                                                             -------------    -------------

Total Assets                                                 $         594    $       2,427
                                                             =============    =============


                      Liabilities and Shareholders' Equity
                      ------------------------------------

 Liabilities
     Accounts payable - trade                                $        --      $        --
     Advances from shareholder                                        --             25,000
                                                             -------------    -------------

   Total Liabilities                                                  --             25,000
                                                             -------------    -------------


Commitments and contingencies


Shareholders' Equity 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                                          (5,499,490)      (5,482,657)
                                                             -------------    -------------

     Total shareholders' equity                                        594          (22,573)
                                                             -------------    -------------

Total Liabilities and Shareholders' Equity                   $         594    $       2,427
                                                             =============    =============
</TABLE>



The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
                                                                               3
<PAGE>

                            Tomahawk Industries, Inc.
                Statements of Operations and Comprehensive Income
                    Three months ended July 31, 2002 and 2001

                                   (Unaudited)

                                                  Three months     Three months
                                                      ended             ended
                                                  July 31, 2002    July 31, 2001
                                                  -------------    -------------

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

Expenses
   General and administrative expenses                      250             --
                                                  -------------    -------------

Income (Loss) from operations                              (250)            --

Other Income (Expense)
   Interest income                                         --                  9
                                                  -------------    -------------

Income (Loss) before provision for income taxes            (250)               9

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

Net Income (Loss)                                          (250)               9

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

Comprehensive Income (Loss)                       $        (250)   $           9
                                                  =============    =============

Loss per weighted-average share
   of common stock outstanding,
   computed on Net Loss - basic
   and fully diluted                                        nil              nil
                                                  =============    =============

Weighted-average number of shares
   of common stock outstanding                       56,637,228       16,637,228
                                                  =============    =============


The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                            Tomahawk Industries, Inc.
                            Statements of Cash Flows
                    Three months ended July 31, 2002 and 2001

                                   (Unaudited)

                                                             Three months     Three months
                                                                 ended            ended
                                                             July 31, 2002    July 31, 2001
                                                             -------------    -------------
<S>                                                          <C>              <C>

Cash Flows from Operating Activities
   Net Income (Loss)                                         $        (250)   $           9
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Increase (Decrease) in Accounts payable - trade                --               --
                                                             -------------    -------------

Net cash used in operating activities                                 (250)               9
                                                             -------------    -------------


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


Cash Flows from Financing Activities                                  --               --
                                                             -------------    -------------

Increase (Decrease) in Cash and Cash Equivalents                      (250)            --

Cash and cash equivalents at beginning of period                       844            2,418
                                                             -------------    -------------

Cash and cash equivalents at end of period                   $         594    $       2,427
                                                             =============    =============

Supplemental Disclosures of Interest and Income Taxes Paid
   Interest paid during the period                           $        --      $        --
                                                             =============    =============
   Income taxes paid (refunded)                              $        --      $        --
                                                             =============    =============

</TABLE>


The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
                                                                               5

<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.


Note B - Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of April 30.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its Annual  Report on Form  10-KSB/A for the year ended
April 30,  2002.  The  information  presented  within  these  interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending March 31, 2003.


                                                                               6

<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note C - Going Concern Uncertainty

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.

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.

On August 2, 2002, the Company announced,  in a Current Report on Form 8-K, that
it had entered into an  Agreement  and Plan of  Reorganization,  (Reorganization
Agreement)  which sets  forth the terms and  conditions  of a  proposed  reverse
merger business combination transaction between the Company and Cryotherm,  Inc.
(a privately-owned  Delaware corporation) (CRYO). Pursuant to the Reorganization
Agreement,  CRYO's  shareholders will exchange 100% of the outstanding shares of
CRYO for 25,000,000 newly issued, post reverse shares of Tomahawk. CRYO will, as
a result, become a wholly-owned subsidiary of Tomahawk.

Cryotherm, Inc. was formed in January 2002 as a Delaware corporation to finance,
develop,   distribute   and  sell  products  using   low-cost,   pollution-free,
energy-extraction  technologies that can convert low-temperature heat, cryogenic
cold,  and kinetic  energy  resources  into  megawatts of  electricity  at costs
competitive  to fossil  fuel-  generated  power.  Cryotherm  holds an  exclusive
license  for the  worldwide  rights  to make,  use and sell  energy-  generating
products  and  services  based upon this  patented  technology.  Cryotherm  is a
development stage enterprise and is principally  focused at this time on raising
sufficient capital to begin production of commercially viable products utilizing
the patented technology.

Consummation of the Reorganization  Agreement is subject to various  conditions,
including  the  approval  by the CRYO  stockholders,  the  receipt  of  required
regulatory  approvals,  where appropriate and applicable,  and the completion of
due  diligence  by all  parties  to the  proposed  transaction.  There can be no
assurance  that  the  Reorganization  Agreement  (or  any  of  the  transactions
contemplated  thereby) will be consummated or, if consummated,  as to the timing
thereof.

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  the  Reorganization  Agreement  is  not  consummated  and/or  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 upon additional  funds loaned by
management  and/or  significant  stockholders  to preserve the  integrity of the
corporate  entity at this time.  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.

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.

                                                                               7

<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note C- Going Concern Uncertainty - Continued

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 D - 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 July 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 July 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.

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 July 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.


                                                                               8

<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note E - 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 F - 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 G - 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.


                (Remainder of this page left blank intentionally)












                                                                               9

<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)  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-QSB  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.

(2)  Results of Operations, Liquidity and Capital Resources

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.

On August 2, 2002, the Company announced,  in a Current Report on Form 8-K, that
it had entered into an  Agreement  and Plan of  Reorganization,  (Reorganization
Agreement)  which sets  forth the terms and  conditions  of a  proposed  reverse
merger business combination transaction between the Company and Cryotherm,  Inc.
(a privately-owned  Delaware corporation) (CRYO). Pursuant to the Reorganization
Agreement,  CRYO's  shareholders will exchange 100% of the outstanding shares of
CRYO for 25,000,000 newly issued, post reverse shares of Tomahawk. CRYO will, as
a result, become a wholly-owned subsidiary of Tomahawk.

Cryotherm, Inc. was formed in January 2002 as a Delaware corporation to finance,
develop,   distribute   and  sell  products  using   low-cost,   pollution-free,
energy-extraction  technologies that can convert low-temperature heat, cryogenic
cold,  and kinetic  energy  resources  into  megawatts of  electricity  at costs
competitive  to fossil  fuel-  generated  power.  Cryotherm  holds an  exclusive
license  for the  worldwide  rights  to make,  use and sell  energy-  generating
products  and  services  based upon this  patented  technology.  Cryotherm  is a
development stage enterprise and is principally  focused at this time on raising
sufficient capital to begin production of commercially viable products utilizing
the patented technology.


                                                                              10

<PAGE>

Consummation of the Reorganization  Agreement is subject to various  conditions,
including  the  approval  by the CRYO  stockholders,  the  receipt  of  required
regulatory approvals, where appropriate and applicable, and the

completion  of due diligence by all parties to the proposed  transaction.  There
can  be  no  assurance  that  the  Reorganization   Agreement  (or  any  of  the
transactions contemplated thereby) will be consummated or, if consummated, as to
the timing thereof.

The Company had no revenue for the respective three month periods ended July 31,
2002 and 2001, respectively.

General and administrative expenses for the three months ended July 31, 2002 and
2001 were approximately $250 and $ -0-, respectively.  Net income (loss) for the
three  months  ended July 31,  2002 and 2001,  respectively,  was  approximately
$(2,600) and $(200).  Earnings per share for the respective  quarters ended July
30, 2002 and 2001 was $0.00 and $0.00 on the weighted-average post-reverse split
shares issued and outstanding.

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 Reorganization  Agreement is consummated and Cryotherm begins
meaningful operations.

At July 31, 2002 and 2001,  respectively,  the  Company  had working  capital of
approximately $600 and $(22,600).

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  the  Reorganization  Agreement  is  not  consummated  and/or  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 upon additional  funds loaned by
management  and/or  significant  stockholders  to preserve the  integrity of the
corporate  entity at this time.  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.

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.


Part II - Other Information

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     None

                                                                              11

<PAGE>

Item 3 - Defaults on Senior Securities

   None

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

     On August 22, 2002, the Company filed a Preliminary  Information  Statement
     Pursuant  to Section  14(c) of the  Securities  Exchange  Act of 1934.  The
     purpose  of  this  filing  is  to  notify  the  Company's   non-controlling
     shareholders  that the  Company  intends  to take the  following  action by
     written  consent  of  our  stockholders:   1)  to  amend  our  Articles  of
     Incorporation  to change the name of the corporation to "Cryotherm  Energy,
     Inc." and 2) to approve a 1-for-400  reverse stock split of the outstanding
     shares  of  the  Company's  common  stock  and to  amend  our  Articles  of
     Incorporation to reflect the reversal of the outstanding shares.

     Holders of a majority of the Company's  outstanding  common  stock,  owning
     approximately  70% of the  outstanding  shares  of our  Common  Stock  have
     executed a written consent in favor of the actions  described  above.  This
     consent will satisfy the stockholder  approval requirement for the proposed
     action and allows the  Company's  Board of  Directors  to take the proposed
     action on or after September 11,2002.

     As of the date of this filing,  the Company has received  comments from the
     staff of the U. S.  Securities  and  Exchange  Commission  related  to this
     Preliminary  Information  Statement.   Management  is  in  the  process  of
     addressing these comments and will file an amended document by September 1,
     2002.

Item 5 - Other Information

     On August 2, 2002, the Company announced,  in a Current Report on Form 8-K,
     that  it  had  entered  into  an  Agreement  and  Plan  of  Reorganization,
     (Reorganization  Agreement)  which sets forth the terms and conditions of a
     proposed  reverse  merger  business  combination  transaction  between  the
     Company  and  Cryotherm,  Inc.  (a  privately-owned  Delaware  corporation)
     (CRYO). Pursuant to the Reorganization Agreement,  CRYO's shareholders will
     exchange  100% of the  outstanding  shares  of CRYO  for  25,000,000  newly
     issued, post reverse shares of Tomahawk.  CRYO will, as a result,  become a
     wholly-owned subsidiary of Tomahawk.

     Cryotherm,  Inc.  was formed in January 2002 as a Delaware  corporation  to
     finance,   develop,   distribute   and  sell   products   using   low-cost,
     pollution-free,    energy-extraction    technologies   that   can   convert
     low-temperature  heat,  cryogenic  cold, and kinetic energy  resources into
     megawatts of  electricity at costs  competitive  to fossil fuel-  generated
     power.  Cryotherm  holds an exclusive  license for the worldwide  rights to
     make, use and sell energy- generating products and services based upon this
     patented  technology.  Cryotherm is a development  stage  enterprise and is
     principally  focused  at this time on raising  sufficient  capital to begin
     production  of  commercially   viable   products   utilizing  the  patented
     technology.

     Consummation  of  the  Reorganization   Agreement  is  subject  to  various
     conditions, including the approval by the CRYO stockholders, the receipt of
     required regulatory  approvals,  where appropriate and applicable,  and the
     completion  of due  diligence by all parties to the  proposed  transaction.
     There can be no assurance that the Reorganization  Agreement (or any of the
     transactions  contemplated thereby) will be consummated or, if consummated,
     as to the timing thereof.

Item 6 - Exhibits and Reports on Form 8-K

     Exhibits
     --------

     99.1                  CEO/CFO  Certification  Pursuant  to 18 USC,  Section
                           1330,  as  adopted  pursuant  to  Section  906 of the
                           Sarbanes-Oxley Act of 2002


     Reports on Form 8-K
     -------------------

     August 1, 2002        Reporting  an  Agreement  and Plan of  Reorganization
                           which  sets  forth  the  terms  and  conditions  of a
                           proposed   reverse   merger   business    combination
                           transaction  between the Company and Cryotherm,  Inc.
                           (a privately-owned Delaware corporation)

                                                                              12

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                            Tomahawk Industries, Inc.


Dated: August 26, 2002                                      /s/ Glenn A. Little.
       ---------------                      ------------------------------------
                                                                 Glenn A. Little
                                             President, Chief Executive Officer,
                                            Chief Financial Officer and Director




















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