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 January 31, 2004

         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 79701-4556
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (432) 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: February 10, 2004: 56,637,228

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


<PAGE>

                            Tomahawk Industries, Inc.

               Form 10-QSB for the Quarter ended January 31, 2004

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         11

  Item 3   Controls and Procedures                                           12

Part II - Other Information

  Item 1   Legal Proceedings                                                 12

  Item 2   Changes in Securities                                             12

  Item 3   Defaults Upon Senior Securities                                   13

  Item 4   Submission of Matters to a Vote of Security Holders               13

  Item 5   Other Information                                                 13

  Item 6   Exhibits and Reports on Form 8-K                                  13


Signatures                                                                   13





















                                                                               2

<PAGE>
<TABLE>
<CAPTION>

Part I
Item 1 - Financial Statements

                            Tomahawk Industries, Inc.
                                 Balance Sheets
                            January 31, 2004 and 2003

                                   (Unaudited)

                                                              January 31,    January 31,
                                                                 2004           2003
                                                              -----------    -----------
<S>                                                           <C>            <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                   $       594    $       594
                                                              -----------    -----------

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


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

 Liabilities
     Accounts payable - trade                                 $      --      $      --
     Advances from shareholder                                      5,144           --
                                                              -----------    -----------

   Total Liabilities                                                5,144           --
                                                              -----------    -----------


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                                         (5,504,634)    (5,499,490)
                                                              -----------    -----------

     Total shareholders' equity                                    (4,550)           594
                                                              -----------    -----------

Total Liabilities and Shareholders' Equity                    $       594    $       594
                                                              ===========    ===========
</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 Loss
              Nine and Three months ended January 31, 2004 and 2003

                                   (Unaudited)

                                          Nine months     Nine months    Three months   Three months
                                             ended           ended           ended          ended
                                          January 31,     January 31,     January 31,    January 31,
                                             2004            2003            2004           2003
                                         ------------    ------------    ------------   ------------
<S>                                      <C>             <C>             <C>            <C>

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

Expenses
   General and administrative expenses          5,144             250            --             --
                                         ------------    ------------    ------------   ------------

Loss from operations                           (5,144)           (250)           --             --

Other Income (Expense)                           --              --              --             --
                                         ------------    ------------    ------------   ------------

Loss before provision for income taxes         (5,144)           (250)           --             --

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

Net Loss                                       (5,144)           (250)           --             --

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

Comprehensive Loss                       $     (5,144)   $       (250)   $       --     $       --
                                         ============    ============    ============   ============

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             56,637,228      56,637,228      56,637,228     56,637,228
                                         ============    ============    ============   ============
</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
                   Nine months ended January 31, 2004 and 2003

                                   (Unaudited)

                                                                    Nine months    Nine months
                                                                       ended          ended
                                                                    January 31,    January 31,
                                                                       2004           2003
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
Cash Flows from Operating Activities
   Net Loss                                                         $    (5,144)   $      (250)
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Depreciation and amortization                                       --             --
                                                                    -----------    -----------

   Net cash used in operating activities                                 (5,144)          (250)
                                                                    -----------    -----------


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


Cash Flows from Financing Activities
   Cash advanced by controlling shareholder to support operations         5,144           --
                                                                    -----------    -----------

   Net cash provided by financing activities                              5,144           --
                                                                    -----------    -----------

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

Cash and cash equivalents at beginning of period                            594            844
                                                                    -----------    -----------

Cash and cash equivalents at end of period                          $       594    $       594
                                                                    ===========    ===========

Supplemental Disclosures of Interest and Income Taxes Paid
   Interest paid during the period                                  $      --      $      --
                                                                    ===========    ===========
   Income taxes paid (refunded) during the period                   $      --      $      --
                                                                    ===========    ===========
</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.  The Company  then ceased all
business  operations,  liquidated  its former  subsidiary  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, 1988.


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 for the year ended April
30, 2003. The information  presented within these interim  financial  statements
may not include all  disclosures  required by  accounting  principles  generally
accepted in the United States of America 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, 2004.



                                                                               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, 1988.

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  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.

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.


                                                                               7

<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note D - Summary of Significant Accounting Policies - Continued

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

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At January 31, 2004 and 2003,  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 January  31, 2004 and 2003,  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 in the event of a
     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 January 31, 2004 and 2003, 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 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.



                (Remainder of this page left blank intentionally)



                                                                               8

<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note F - Advances from Controlling Shareholder

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.

During the quarter ended July 31, 2003,  the Company's  controlling  shareholder
advanced  approximately  $5,100  through  payments  on the  Company's  behalf to
support  operations and the corporate  entity.  These advances are  non-interest
bearing and are repayable upon demand.


Note G - Income Taxes

The components of income tax (benefit) expense for the nine months ended January
31, 2004 and 2003, respectively, are as follows:

                                                       Nine months   Nine months
                                                          ended         ended
                                                       January 31,   January 31,
                                                          2004          2003
                                                       -----------   -----------
     Federal:
       Current                                         $      --     $      --
       Deferred                                               --            --
                                                       -----------   -----------
                                                              --            --
                                                       -----------   -----------
     State:
       Current                                                --            --
       Deferred                                               --            --
                                                       -----------   -----------
                                                              --            --
                                                       -----------   -----------

       Total                                           $      --     $      --
                                                       ===========   ===========

As of January 31, 2003,  the Company has a net operating  loss  carryforward  of
approximately  $21,000  to offset  future  taxable  income.  Subject  to current
regulations,  this  carryforward  will  begin to expire in 2021.  The amount and
availability  of  the  net  operating  loss  carryforwards  may  be  subject  to
limitations set forth by the Internal  Revenue Code.  Factors such as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.


                                                                               9

<PAGE>
<TABLE>
<CAPTION>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note G - Income Taxes - Continued

The Company's income tax expense (benefit) for the nine months ended January 31,
2004 and 2003,  respectively,  differed  from the  statutory  federal rate of 34
percent as follows:

                                                            Nine months    Nine months
                                                               ended          ended
                                                            January 31,    January 31,
                                                               2004           2003
                                                            -----------    -----------
<S>                                                         <C>            <C>
Statutory rate applied to income before income taxes        $    (1,750)   $       (85)
Increase (decrease) in income taxes resulting from:
     State income taxes                                            --             --
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward         1,750             85
                                                            -----------    -----------

       Income tax expense                                   $      --      $      --
                                                            ===========    ===========
</TABLE>

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of January 31, 2004 and 2003, respectively:


                                                     January 31,    January 31,
                                                        2004           2003
                                                     -----------    -----------
     Deferred tax assets
       Net operating loss carryforwards              $     7,500    $     5,635
       Less valuation allowance                           (7,500)        (5,635)
                                                     -----------    -----------

     Net Deferred Tax Asset                          $      --      $      --
                                                     ===========    ===========

During the nine  months  ended  January  31,  2003 and 2002,  respectively,  the
reserve  for  the  deferred   current  tax  asset   increased   (decreased)   by
approximately $1,865 and $85.






                (Remainder of this page left blank intentionally)







                                                                              10

<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.  The Company  then 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, 1988.

The Company had no revenue for the respective nine and three month periods ended
January 31, 2004 and 2003, respectively.

General and  administrative  expenses for the six months ended  October 31, 2003
and 2002 were  approximately  $5,144  and  $250,  respectively.  These  expenses
consisted primarily of legal and accounting expenses associated with maintaining
the corporate  status of the Company and compliance with the periodic  reporting
requirements of the Securities Exchange Act of 1934 ('34 Act).

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 '34 Act.

Net  income  (loss)  for the nine  months  ended  January  31,  2004  and  2003,
respectively,  was approximately $(5,144) and $(250). Earnings per share for the
respective  year-to-date  periods  ended January 31, 2004 and 2003 was $0.00 and
$0.00 on the weighted-average post-reverse split shares issued and outstanding.

                                                                              11

<PAGE>

At January 31, 2004 and 2003,  respectively,  the Company had working capital of
approximately $600 and $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.

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.

Item 3 - Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief Executive and Financial  Officer.  Based upon that evaluation,
the Company's  President,  Chief Executive and Financial  Officer concluded that
the Company's disclosure controls and procedures are effective.  There have been
no significant  changes in the Company's  internal controls or in other factors,
which could  significantly  affect internal controls  subsequent to the date the
Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive and Chief Financial Officer as appropriate,  to allow timely decisions
regarding required disclosure.


Part II - Other Information

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     None


                                                                              12

<PAGE>

Item 3 - Defaults on Senior Securities

     None

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

     None

Item 5 - Other Information

     None

Item 6 - Exhibits and Reports on Form 8-K

     Exhibits

       31.1   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
              2002
       32.1   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
              2002

    Reports on Form 8-K
       None

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                                   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: February 10, 2004                            /s/ Glenn A. Little.
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                                                                 Glenn A. Little
                                             President, Chief Executive Officer,
                                            Chief Financial Officer and Director





















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