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 October 31, 1998

                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)

                  5810 Stage Road, Suite 2, Bartlett, TN 38134
              (Former name, former address and former fiscal year,
                          if changed since last report)

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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    NO X
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: November 17, 2000: 166,373,094
                                          ------------------------------

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


<PAGE>

                            Tomahawk Industries, Inc.

               Form 10-QSB for the Quarter ended October 31, 1998

                                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 1   Legal Proceedings                                                 10

  Item 2   Changes in Securities                                             10

  Item 3   Defaults Upon Senior Securities                                   10

  Item 4   Submission of Matters to a Vote of Security Holders               10

  Item 5   Other Information                                                 10

  Item 6   Exhibits and Reports on Form 8-K                                  10


Signatures                                                                   10




                                                                               2

<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants

Item 1 - Part 1 - Financial Statements


                           Accountant's Review Report
                           --------------------------


Board of Directors and Shareholders
Tomahawk Industries, Inc.

We have reviewed the accompanying balance sheets of Tomahawk Industries, Inc. (a
Nevada  corporation)  as of  October  31,  1998 and  1997  and the  accompanying
statements of operations and  comprehensive  income for the six and three months
ended  October 31, 1998 and 1997 and the  accompanying  statements of cash flows
for the six months ended October 31, 1998 and 1997.  These financial  statements
are prepared in accordance with the instructions  for Form 10-QSB,  as issued by
the U. S. Securities and Exchange Commission, and are the sole responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression on an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.

                                                        S. W. HATFIELD, CPA
Dallas, Texas
November 17, 2000

                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                        3

<PAGE>

<TABLE>

<CAPTION>

                            Tomahawk Industries, Inc.
                                 Balance Sheets
                            October 31, 1998 and 1997

                                   (Unaudited)

                                                                 1998           1997
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     Assets
                                     ------

Assets
   Cash on hand and in bank                                  $      --      $      --
                                                             -----------    -----------

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


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

 Liabilities
   Accounts payable - trade                                  $    36,078    $    34,878
                                                             -----------    -----------

     Total liabilities                                            36,078         34,878
                                                             -----------    -----------

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                                        (5,496,162)    (5,494,962)
                                                             -----------    -----------

     Total shareholders' equity                                  (36,078)       (34,878)
                                                             -----------    -----------

Total Liabilities and Shareholders' Equity                   $      --      $      --
                                                             ===========    ===========

</TABLE>


The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.
The accompanying notes are an integral part of these financial statements.

                                                                               4

<PAGE>

<TABLE>

<CAPTION>

                            Tomahawk Industries, Inc.
                Statements of Operations and Comprehensive Income
              Six and Three months ended October 31, 1998 and 1997

                                   (Unaudited)

                                           Six months       Six months      Three months     Three months
                                             ended            ended            ended            ended
                                          October 31,      October 31       October 31,      October 31,
                                               1998             1997             1998             1997
                                         -------------    -------------    -------------    -------------
<S>                                      <C>              <C>              <C>              <C>
Revenues                                 $        --      $        --      $        --      $        --
                                         -------------    -------------    -------------    -------------

Expenses
   General and administrative expenses             600              600              300              300
                                         -------------    -------------    -------------    -------------

Net Loss                                          (600)            (600)            (300)            (300)

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

Comprehensive Income                     $        (600)   $        (600)   $        (300)   $        (300)
                                         =============    -------------    -------------    -------------

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             166,373,094      166,373,094      166,373,094      166,373,094
                                         =============    =============    =============    =============

</TABLE>

The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.
The accompanying notes are an integral part of these financial statements.

                                                                               5

<PAGE>

<TABLE>

<CAPTION>

                            Tomahawk Industries, Inc.
                            Statements of Cash Flows
                   Six months ended October 31, 1998 and 1997

                                   (Unaudited)

                                                           Six months   Six months
                                                              ended        ended
                                                           October 31,  October 31,
                                                             1998         1997
                                                           -----------  -----------
<S>                                                          <C>          <C>
Cash Flows from Operating Activities
   Net Loss                                                  $  (600)     $  (600)
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Increase in Accounts payable - trade                    600          600
                                                             -------      -------

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


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

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

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.  See  Accountant's
Review Report.
The accompanying notes are an integral part of these financial statements.

                                                                               6

<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, 1988.  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 Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange  Commission.
The information  presented  herein 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  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the 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, 1999.

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.

                                                                               7

<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 October 31, 1998 and 1997, respectively,  the deferred tax asset
      and deferred tax  liability  accounts,  as recorded  when  material to the
      financial  statements,  are entirely the result of temporary  differences.
      Temporary  differences  represent differences in the recognition of assets
      and  liabilities  for  tax and  financial  reporting  purposes,  primarily
      accumulated depreciation and amortization, allowance for doubtful accounts
      and vacation accruals.

      As of October 31, 1998 and 1997,  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 no
      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  October  31,  1998  and  1997,
      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 - 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 the date of this filing.

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  November 17, 2000,  the Company
has not  filed an  appropriate  Registration  Statement  with the SEC and has no
future plans to do so.

                                                                               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

As of the  date of  this  filing,  the  Company  has no  operations,  assets  or
liabilities.  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.

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

(3)    Year 2000 Considerations

The Year 2000 (Y2K) date change is believed to affect  virtually  all  computers
and  organizations.  The Company has  undertaken a  comprehensive  review of its
information  systems,  including  personal  computers,  software and  peripheral
devices,  and its  general  communications  systems.  The  Company has no direct
electronic  links with any  customer or supplier.  In addition,  the Company has
held discussions with certain of its software  suppliers with respect to the Y2K
date change.  The Company has  completed its detailed  review,  as a preliminary
assessment and the Company believes, as of the date of this filing, that it will
not be  required  to modify or  replace  significant  portions  of its  computer
hardware or software and any such modifications or replacements are, or will be,
readily available. The Company has no known direct Y2K exposures and anticipates
that any costs associated with the Y2K date change compliance to have a material
effect on its financial  position or its results of operations.  There can be no
assurance until January 1, 2000, however, that all of the Company's systems, and
the systems of its suppliers,  shippers,  customers or other  external  business
partners will function adequately.

                (Remainder of this page left blank intentionally)




                                                                               9

<PAGE>

Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       None

Item 3 - Defaults on Senior Securities

       None

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

       The Company has held no regularly  scheduled,  called or special meetings
       of shareholders during the reporting period.

Item 5 - Other Information

       None

Item 6 - Exhibits and Reports on Form 8-K

       Exhibit 27 - Financial Data Schedule
       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.


November    17   , 2000                           /s/ Glenn A. Little.
         --------                       ----------------------------------------
                                                                 Glenn A. Little
                                                          President and Director




                                                                              10