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 October 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: November 14, 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 October 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          10

  Item 3   Controls and Procedures                                            11

Part II - Other Information

Item 1   Legal Proceedings                                                    12

Item 2   Changes in Securities                                                12

Item 3   Defaults Upon Senior Securities                                      12

Item 4   Submission of Matters to a Vote of Security Holders                  12

Item 5   Other Information                                                    12

Item 6   Exhibits and Reports on Form 8-K                                     12

Signatures                                                                    13

Certifications pursuant to Sarbanes Oxley Act of 2002                         14
















                                                                               2
<PAGE>
<TABLE>
<CAPTION>

Item 1 - Part 1
  Financial Statements

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

                                   (Unaudited)

                                                              October 31,    October 31,
                                                                  2002           2001
                                                              -----------    -----------
<S>                                                           <C>            <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                   $       594    $       846
                                                              -----------    -----------

Total Assets                                                  $       594    $       846
                                                              ===========    ===========

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

 Liabilities
     Accounts payable - trade                                 $      --      $      --
     Advances from shareholder                                       --             --
                                                              -----------    -----------

   Total Liabilities                                                 --             --
                                                              -----------    -----------


Commitments and contingencies


Shareholders' Equity
   Common stock - $0.001 par value
     200,000,000 shares authorized
     56,637,228 shares issued and outstanding, respectively        56,637         56,637
   Additional paid-in capital                                   5,443,447      5,443,447
   Accumulated deficit                                         (5,499,490)    (5,499,238)
                                                              -----------    -----------

     Total shareholders' equity                                       594            846
                                                              -----------    -----------

Total Liabilities and Shareholders' Equity                    $       594    $       846
                                                              ===========    ===========
</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>
<TABLE>
<CAPTION>

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

                                                    (Unaudited)

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


Revenues                                 $       --      $       --      $       --     $       --
                                         ------------    ------------    ------------   ------------
Expenses
   General and administrative expenses            250          16,588            --           16,588
                                         ------------    ------------    ------------   ------------

Income (Loss) from operations                    (250)        (16,588)           --          (16,588)

Other Income (Expense)
   Interest income                               --                16            --                7
                                         ------------    ------------    ------------   ------------

Income (Loss) before
   provision for income taxes                    (250)        (16,572)           --          (16,581)

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

Net Income (Loss)                                (250)        (16,572)           --          (16,581)

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

Comprehensive Income (Loss)              $       (250)   $    (16,572)   $       --     $    (16,581)
                                         ============    ============    ============   ============
Loss per weighted-average share
   of common stock outstanding,
   computed on Net Loss - basic
   and fully diluted                              nil             nil             nil            nil
                                         ============    ============    ============   ============

Weighted-average number of shares
   of common stock outstanding             56,975,039      24,771,126      56,637,228     32,724,185
                                         ============    ============    ============   ============
</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.
                                                                               4
<PAGE>
<TABLE>
<CAPTION>

                            Tomahawk Industries, Inc.
                            Statements of Cash Flows
                   Six months ended October 31, 2002 and 2001

                                   (Unaudited)

                                                                         Six months     Six months
                                                                            ended          ended
                                                                         October 31,    October 31,
                                                                             2002           2001
                                                                         -----------    -----------
<S>                                                                      <C>            <C>

Cash Flows from Operating Activities
   Net Income (Loss)                                                     $      (250)   $   (16,572)
   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)       (16,572)
                                                                         -----------    -----------


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


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

Increase (Decrease) in Cash and Cash Equivalents                                (250)        (1,572)

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

Cash and cash equivalents at end of period                               $       594    $       846
                                                                         ===========    ===========
Supplemental Disclosures of Interest and Income Taxes Paid
   Interest paid during the period                                       $      --      $      --
                                                                         ===========    ===========
   Income taxes paid (refunded)                                          $      --      $      --
                                                                         ===========    ===========

Supplemental Disclosure of Non-Cash Investing and Financing Activities
   Conversion of loan from shareholder to common stock                   $      --      $    25,000
                                                                         ===========    ===========
</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  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.

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.

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 April 30, 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.  As a result
of this tentative transaction,  CRYO would have become a wholly-owned subsidiary
of Tomahawk.

Consummation of the Reorganization  Agreement was 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.  During November 2002,
the  parties  to this  proposed  agreement  agreed  to  terminate  the  proposed
Reorganization Agreement.

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 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.

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.



                                                                               7
<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note C- Going Concern Uncertainty - Continued

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 October 31, 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 October  31, 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 October 31, 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.



                (Remainder of this page left blank intentionally)






                                                                               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.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


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.  As a result
of this tentative transaction,  CRYO would have become a wholly-owned subsidiary
of Tomahawk.

Consummation of the Reorganization  Agreement was 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.  During November 2002,
the  parties  to this  proposed  agreement  agreed  to  terminate  the  proposed
Reorganization Agreement.

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


                                                                              10
<PAGE>

General and  administrative  expenses for the six and three months ended October
31, 2002 and 2001 were  approximately  $250 and $ -0- and  $16,588 and  $16,588,
respectively.  Net (loss) for the six months  ended  October  31, 2002 and 2001,
respectively, was approximately $(250) and $(16,588). Earnings per share for the
respective six month periods ended October 31, 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 October 31, 2002 and 2001,  respectively,  the Company had working capital of
approximately $600 and $850.

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 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 I - Item 3
   Controls and Procedures

The Company's  Chief  Executive  Officer and Chief  Financial  Officer (or those
persons performing similar functions), after evaluating the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c)  under the  Securities  Exchange Act of 1934, as amended) as of a date
within 90 days of the filing of this quarterly report (the  "Evaluation  Date"),
have  concluded  that,  as of the  Evaluation  Date,  the  Company's  disclosure
controls  and  procedures  were  effective  to  ensure  the  timely  collection,
evaluation  and  disclosure  of  information  relating to the Company that would
potentially be subject to disclosure under the Securities  Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.  There were no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect the internal controls  subsequent to the Evaluation
Date.

                                                                              11
<PAGE>

Part II - Other Information

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     None

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.

     Due to the  termination  of the  Cryotherm  Reorganization  Agreement,  the
     Company has withdrawn this Preliminary Information Statement.

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.  As a result of this  tentative
     transaction, CRYO would have become a wholly-owned subsidiary of Tomahawk.

     Consummation  of  the  Reorganization  Agreement  was  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.

     On  November  14,  2002,  in a  Current  Report on Form  8-K,  the  Company
     announced  that the  terms and  conditions  related  to the  Reorganization
     Agreement  had been  terminated.  Accordingly,  there  will be no change in
     control of the Company and the  Reorganization  Agreement  is of no further
     force or effect.

Item 6 - Exhibits and Reports on Form 8-K

     Exhibits
     --------
          None

     Reports on Form 8-K
     -------------------
          November 14, 2002  Announcing the  termination  of the  Reorganization
          Agreement with Cryotherm, Inc.


                                                                              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: November 22, 2002                              /s/ Glenn A. Little.
                                            ------------------------------------
                                                                 Glenn A. Little
                                             President, Chief Executive Officer,
                                            Chief Financial Officer and Director







































                                                                              13
<PAGE>

                 Certification Pursuant to 18 USC, Section 1350,
  as Adopted Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002


In  connection  with  the  Quarterly   Report  of  Tomahawk   Industries,   Inc.
(Registrant)  on Form 10-QSB for the quarter  ended  October 31, 2002,  as filed
with the Securities  and Exchange  Commission,  on the date hereof,  I, Glenn A.
Little,  Chief  Executive  Officer and Chief  Financial  Officer of the Company,
certify  to the  best of my  knowledge,  pursuant  to 18 USC  1350,  as  adopted
pursuant  to ss.302 and  promulgated  as 18 USC 1350  pursuant  to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

1)   I  have  reviewed  this  Quarterly   Report  on  Form  10-QSB  of  Tomahawk
     Industries, Inc. for the quarter ended October 31, 2002.

2)   Based on my knowledge,  this  Quarterly  Report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  Quarterly  Report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     Quarterly Report;

4)   The registrant's other certifying  officers,  if any, and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange  Act Rules  13a-14 and 15d-14) for the  Registrant  and
     have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  Quarterly
          Report is being prepared;
     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Quarterly Report (the "Evaluation Date"); and
     c)   presented  in  this  Quarterly   Report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The Registrant's other certifying  officers,  if any, and I have disclosed,
     based on our most recent evaluation,  to the Registrant's  auditors and the
     audit committee of registrant's  board of directors (or persons  performing
     the equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6)   The Registrant's other certifying officers, if any, and I have indicated in
     this  Quarterly  Report  whether or not there were  significant  changes in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.


/s/ Glenn A. Little                                     Dated: November 22, 2002
---------------------------                                    -----------------
Glenn A. Little
Chief Executive Officer and
Chief Financial Officer

                                                                              14