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 July 31, 2001

                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)


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

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 14, 2001: 166,373,094
                                          ----------------------------

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


<PAGE>
                            Tomahawk Industries, Inc.

                 Form 10-QSB for the Quarter ended July 31, 2001

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

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


Part II - Other Information

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

  Item 6   Exhibits and Reports on Form 8-K                                   9


Signatures                                                                   10








                                                                               2
<PAGE>
<TABLE>
<CAPTION>

Item 1 - Part 1 - Financial Statements

                            Tomahawk Industries, Inc.
                                 Balance Sheets
                             July 31, 2001 and 2000

                                   (Unaudited)

                                                             July 31, 2001    July 31, 2000
                                                             -------------    -------------
<S>                                                          <C>              <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                   $     2,427      $      --
                                                              -----------      -----------

Total Assets                                                  $     2,427      $      --
                                                              ===========      ===========


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

 Liabilities
     Accounts payable - trade                                 $      --        $    30,089
     Advances from shareholder                                     25,000             --
                                                              -----------      -----------

   Total Liabilities                                               25,000           30,089
                                                              -----------      -----------


Commitments and contingencies


Shareholders' Equity
   Common stock - $0.001 par value
     200,000,000 shares authorized
     166,373,094 shares issued and
     outstanding, respectively                                    166,373          166,373
   Additional paid-in capital                                   5,293,711        5,293,711
   Accumulated deficit                                         (5,482,657)      (5,490,173)
                                                              -----------      -----------

     Total shareholders' equity                                   (22,573)         (30,089)
                                                              -----------      -----------

Total Liabilities and Shareholders' Equity                    $     2,427      $      --
                                                              ===========      ===========

</TABLE>


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

<PAGE>

                            Tomahawk Industries, Inc.
                Statements of Operations and Comprehensive Income
                    Three months ended July 31, 2001 and 2000

                                   (Unaudited)

                                                  Three months    Three months
                                                      ended           ended
                                                  July 31, 2001   July 31, 2000
                                                  -------------   -------------

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

Expenses
   General and administrative expenses                     --            (7,789)
                                                  -------------   -------------

Income (Loss) from operations                              --            (7,789)

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

Income (Loss) before provision for income taxes               9          (7,789)

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

Net Income (Loss)                                             9          (7,789)

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

Comprehensive Income (Loss)                       $           9   $      (7,789)
                                                  =============   =============

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

Weighted-average number of shares
   of common stock outstanding                      166,373,094     166,373,094
                                                  =============   =============


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

<PAGE>
<TABLE>
<CAPTION>

                            Tomahawk Industries, Inc.
                            Statements of Cash Flows
                    Three months ended July 31, 2001 and 2000

                                   (Unaudited)

                                                             Three months     Three months
                                                                 ended            ended
                                                             July 31, 2001    July 31, 2000
                                                             -------------    -------------
<S>                                                          <C>              <C>
Cash Flows from Operating Activities
   Net Income (Loss)                                           $      9         $ (7,789)
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Increase (Decrease) in Accounts payable - trade             --              7,789
                                                               --------         --------

Net cash used in operating activities                                 9             --
                                                               --------         --------


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


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

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

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

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

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

</TABLE>


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

<PAGE>

                            Tomahawk Industries, Inc.

                          Notes to Financial Statements


Note A - Organization and Description of Business

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

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

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended April 30, 1998.  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 July 31, 2001 and 2000,  respectively,  the deferred tax asset and
   deferred tax liability  accounts,  as recorded when material to the financial
   statements,  are  entirely  the result of  temporary  differences.  Temporary
   differences   represent   differences  in  the   recognition  of  assets  and
   liabilities for tax and financial reporting purposes,  primarily  accumulated
   depreciation and  amortization,  allowance for doubtful accounts and vacation
   accruals.

   As of July 31, 2001 and 2000, 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 July 31, 2001 and 2000,  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 shares  (approximately
33.16% of the issued and outstanding  shares at July 31, 2000) 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.  No
registration  was in  effect  with  regard  to the  sales of  those  securities.
Subsequent  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 July 31, 2000.


                                                                               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 August 14, 2001, the Company has
not filed an appropriate  Registration  Statement with the SEC and has no future
plans to do so.



                (Remainder of this page left blank intentionally)








                                                                               8

<PAGE>

Part I - Item 2

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

(1)  Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(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. The Company is currently  dependent upon funds
advanced  or loaned by the  Company's  directors  and  officers.  The  Company's
officers and directors have no formal  commitments or arrangements to advance or
loan funds to the Company. In such a restricted cash flow scenario,  the Company
would be unable to complete any business plan steps, and would,  instead,  delay
all cash intensive  activities.  Without necessary cash flow, the Company may be
dormant during the next twelve months, or until such time as necessary funds are
available to the Company.

The Company is currently seeking a suitable merger or acquisition candidate.


Part II - Other Information

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

   The  Company  has  circulated  a Proxy  Statement  for a Special  Meeting  of
   Shareholders  to be held on  August  24,  2001.  The  matters  to be voted on
   include 1) the  election  of  Directors;  2)  ratification  of the  Company's
   independent  certified public  accountant;  3) approval of a 1 for 10 reverse
   split of the Company's  issued and outstanding  common stock and 4) any other
   matters which may be brought before the meeting.

Item 6 - Exhibits and Reports on Form 8-K

   Exhibits - None
   Reports on Form 8-K - None



                                                                               9

<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.


August    14   , 2001                                  /s/ Glenn A. Little.
       --------                                ---------------------------------
                                                                 Glenn A. Little
                                                          President and Director







                                                                              10