UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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(Mark one)
 XX        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
----       ACT OF 1934


                 For the quarterly period ended January 31, 2002

           TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
----       1934


                 For the transition period from _____________ to _____________

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                         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)

                                 (800) 351-4515
                                 --------------
                           (Issuer's telephone number)


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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  4,  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 January 31, 2002

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               2

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


Part II - Other Information

  Item 6   Exhibits and Reports on Form 8-K                                  10


Signatures                                                                   10





                                                                              2

<PAGE>

Item 1 - Part 1 - Financial Statements

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

                                   (Unaudited)

                                                     January 31,    January 31,
                                                         2002           2001
                                                     -----------    -----------
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                          $       846    $    12,511
                                                     -----------    -----------

Total Assets                                         $       846    $    12,511
                                                     ===========    ===========


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

 Liabilities
   Accounts payable - trade                          $      --      $      --
   Advances from shareholder/officer                        --           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                                (5,499,238)    (5,472,573)
                                                     -----------    -----------

     Total shareholders' equity                              846        (12,489)
                                                     -----------    -----------

Total Liabilities and Shareholders' Equity           $       846    $    12,511
                                                     ===========    ===========



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
              Nine and Three months ended January 31, 2002 and 2001

                                   (Unaudited)

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

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

Expenses
   General and administrative expenses         16,588         (25,389)           --          (17,600)
                                         ------------    ------------    ------------   ------------

Income (Loss) before Income Taxes             (16,588)         25,389            --           17,600

Provision for Income Taxes                       --              --              --             --
                                         ------------    ------------    ------------   ------------

Net Income (Loss)                             (16,588)         25,389            --           17,600

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

Comprehensive Income (Loss)              $    (16,588)   $     25,389    $       --     $     17,600
                                         ============    ------------    ------------   ------------

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             35,393,160      16,637,228      56,637,228     16,637,228
                                         ============    ============    ============   ============
</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, 2002 and 2001

                                   (Unaudited)

                                                                         Nine months    Nine months
                                                                            ended          ended
                                                                         January 31,    January 31,
                                                                             2002           2001
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
Cash Flows from Operating Activities
   Net Income (Loss)                                                     $   (16,572)   $    25,389
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Increase (Decrease) in Accounts payable - trade                        --          (37,878)
                                                                         -----------    -----------

Net cash used in operating activities                                        (16,572)       (12,489)
                                                                         -----------    -----------


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


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

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

Increase (Decrease) in Cash and Cash Equivalents                              (1,572)        12,511

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

Cash and cash equivalents at end of period                               $       846    $    12,511
                                                                         ===========    ===========

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.  Accordingly,  the Company is  dependent  upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity at this time. It is the intent
of management and significant shareholders to provide sufficient working capital
necessary to support and preserve the integrity of the corporate entity.

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, 2001. 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, 2002.

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


Note B - 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.


                                                                               6

<PAGE>

                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note B - 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, 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 January  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 and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,   whichever   is  later.   As  of  January  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.


Note C - 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 D - Compliance with Laws and Regulations

Prior to 1988,  the Company sold  approximately  55,162,000  pre-August 24, 2001
reverse  split shares at prices  ranging  from $0.03 to $0.10 per share.  In the
opinion of the  Company's  legal counsel at the time of the various stock sales,
such shares were sold as private placements and, accordingly,  were made without
the filing of  registration  statements.  Subsequent  legal counsel  advised the
Company that said sales may not have constituted valid private placements of the
Company's  common stock and,  accordingly,  the Company may have been subject to
claims of recision and/or damages.  Current  management and legal counsel are of
the  opinion  that the  applicable  statutes  of  limitation  on any actions for
recision  and/or  damages  with respect to the sales of such shares have expired
and no  further  liability  for  payment of those  funds or claims for  recision
exists as of January 31, 2002.


                                                                               7

<PAGE>


                            Tomahawk Industries, Inc.

                    Notes to Financial Statements - Continued


Note D - Compliance with Laws and Regulations - Continued

In June 1986,  the Company and it's then  President  and other former  corporate
officers  agreed to a permanent  injunction  issued by the U. S.  Securities and
Exchange  Commission (SEC). Under the provisions of the injunction,  the Company
and its former  officers  agreed,  among other  things,  to refrain from selling
common  stock  of the  Company  unless  and  until an  appropriate  registration
statement has been filed with the SEC. Through February 4, 2002, the Company has
not filed an appropriate  Registration  Statement with the SEC and has no future
plans to do so.


Note E - Advances from Controlling Shareholder

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


Note F - Common Stock Transactions

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

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

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




                (Remainder of this page left blank intentionally)





                                                                               8

<PAGE>

Part I - Item 2

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

(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.  Accordingly,  the Company is  dependent  upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity at this time. It is the intent
of management and significant shareholders to provide sufficient working capital
necessary to support and preserve the integrity of the corporate entity.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company  intends to seek to carry out its plan of business as  discussed  in
its Annual Report on Form 10-KSB. In order to do so, it will require  additional
capital to pay ongoing  expenses,  including  particularly  legal and accounting
fees incurred in conjunction with preparation and filing of various documents in
compliance with The Securities Exchange Act of 1934.


                                                                               9

<PAGE>

For the foreseeable future,  prior to a business  combination  transaction,  the
Company  anticipates  incurring a loss as a result of expenses  associated  with
compliance with it's reporting  obligations under The Securities Exchange Act of
1934, stock ledger maintenance costs and other anticipated  expenses  associated
with locating and evaluating  acquisition  candidates.  The Company  anticipates
that until a business combination is completed with an acquisition candidate, it
will not generate  revenues.  The Company may also continue to operate at a loss
after completing a business  combination,  depending upon the performance of the
acquired business.

The Company has existing  capital of  approximately  $846 and $12,511 at January
31, 2002 and 2001, respectively.  It is the intent of management and significant
stockholders to provide  sufficient working capital to preserve the integrity of
the corporate entity,  however,  there are no commitments to provide  additional
funds have been made by management or other stockholders, and the Company has no
plans,  proposals,  arrangements or  understandings  with respect to the sale or
issuance  of  additional  securities  prior  to  the  location  of a  merger  or
acquisition  candidate.   Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses.  Notwithstanding the forgoing, to the extent that additional funds are
required,  the Company may receive such funds in the form of  advancements  from
current  shareholders without issuance of additional shares or other securities,
or through the private placement of restricted  securities rather than through a
public offering.  The Company does not currently contemplate making a Regulation
S offering.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances  of stock in lieu of cash.  For  information  as to the
Company's  policy in regard to payment  for  consulting  services,  see  Certain
Relationships and Transactions.

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


Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

   Exhibits - None
   Reports on Form 8-K - None

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


                                   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.


February   4  , 2002                                      /s/ Glenn A. Little
         -----                                            ----------------------
                                                                 Glenn A. Little
                                                          President and Director