UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                    For the fiscal year ended April 30, 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.
                 (Name of small business issuer in its charter)

            NEVADA                                          95-3502207
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)


               240 West 35th Street, Suite 402, New York, NY 10001
               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number: (212) 239-2666

         Securities registered under Section 12(b) of the Exchange Act:  None.

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, par value $0.001
                                (Title of class)

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 90 past days. YES [X] NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year: $0.

The aggregate market value of voting and non-voting stock of the issuer held by
non-affiliates on June 30, 2004 was $7,871,392.

As of August 12, 2004, we had 200,000,000 shares of common stock issued and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

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

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                            TOMAHAWK INDUSTRIES, INC.

                                TABLE OF CONTENTS

                                                                            Page

PART I

Item 1.   Description of Business                                             3
Item 2.   Description of Property                                            11
Item 3.   Legal Proceedings                                                  11
Item 4.   Submission of Matters to a Vote of Security Holders                11

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters           12
Item 6.   Management's Discussion and Analysis and Plan of Operation         14
Item 7.   Financial Statements                                               19
Item 8.   Changes In and Disagreements With Accountants on Accounting
          and Financial Disclosure                                           37
Item 8A.  Controls and Procedures.                                           37

PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance With Section 16(a) of the Exchange Act         38
Item 10.  Executive Compensation                                             40
Item 11.  Security Ownership of Certain Beneficial Owners and Management     43
Item 12.  Certain Relationships and Related Transactions                     45
Item 13.  Exhibits and Reports on Form 8-K                                   46
Item 14.  Principal Accountant Fees and Services                             47


                                       2

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                                     PART I



ITEM 1.    DESCRIPTION OF BUSINESS

GENERAL OVERVIEW

We are a Nevada corporation named Tomahawk Industries, Inc. ("Tomahawk," "we,"
"us," or the "Company").

We only recently began our current business operations. Prior to February 27,
2004, we did not conduct any substantive operations. On February 27, 2004, we
acquired the business of Sparta Commercial Services, LLC.

Sparta Commercial Services, LLC is a Delaware limited liability company formed
on October 1, 2001. Sparta's business plan is to act as an originator and
indirect lender for retail installment loan and lease financing for the purchase
or lease of new and used motorcycles, scooters, and all-terrain vehicles (ATVs).
From inception through April 30, 2004, Sparta has been in its start-up and
developmental stages. Through April 30, 2004, Sparta had no revenues and
incurred significant operational losses.

Our offices are located at 240 West 35th Street, Suite 402, New York, NY 10001,
telephone number: (212) 239-2666. We maintain a website at:
www.spartacommercial.com.

OUR ORGANIZATION HISTORY

Our company was incorporated under the laws of the State of Nevada on May 13,
1980 under the name Tomahawk Oil and Minerals, Inc. and engaged in oil and gas
exploration activities.

On November 6, 1983, the company changed its corporate name to Tomahawk
Industries, Inc.

In 1984, Tomahawk entered the business of installing energy recovery and energy
saving devices.

In July 1987, Tomahawk filed for protection under Chapter 11 of the U. S.
Bankruptcy Code and operated as a debtor-in-possession. The petition for
bankruptcy protection was denied. Tomahawk ceased all business operations,
liquidated its former subsidiary and abandoned all net assets remaining by April
30, 1988. Tomahawk effectively had no operations, assets or liabilities since
its fiscal year ended April 30, 1988 through February 27, 2004.

ACQUISITION OF SPARTA

On February 27, 2004, pursuant to an Agreement and Plan of Reorganization, we
acquired Sparta Commercial Services, LLC, in a transaction viewed as a reverse
acquisition

Under the terms of the agreement, we acquired all of the outstanding membership
interests in Sparta in exchange for the agreement to issue 629,874,626 shares of
our common stock. As of February 26, 2004, we had an authorized capital of
200,000,000 shares and 56,637,228 shares issued and outstanding, and we issued
the remaining 143,362,772 shares to Sparta members; accordingly, the balance of
the shares due to Sparta members will be issued upon completion of an increase
in Tomahawk's authorized capital or completion of a reverse split of the
outstanding shares. The shares issued and to be issued to the Sparta members
would constitute approximately 91.75% percent of our outstanding shares.

Sparta also entered into a consulting agreement for business and financial
services with Glenn A. Little, the former principal of Tomahawk. The agreement
is for a term of one year. Mr. Little received a fee of $100,000 pursuant to the
consulting agreement.

As a result of the acquisition, a change in control occurred in the ownership
and management of Tomahawk. In connection with the acquisition, the managing
member of Sparta, Anthony Havens, was appointed President and Chairman of
Tomahawk. The former directors and officers of Tomahawk resigned as of the
acquisition date.

                                       3

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OUR BUSINESS

We seek to become a specialized consumer finance company engaged primarily in
the origination of lease and retail installment sales contracts of new and used
motorcycles, scooters, and ATVs. We believe that the market for consumer finance
programs for motorcycles and ATVs is underserved by traditional lenders.

We seek to provide both indirect loans and lease financing for motorcycles and
ATVs. We intend to be an originator and indirect lender for retail installment
loan and lease financing for the purchase or lease of new and used motorcycles,
scooters, and ATVs.

Our principal business is to provide financing programs, primarily to purchasers
of new and used motorcycles, scooters, and ATVs who meet our credit criteria.

We are developing relationships with vehicle dealers and manufacturers to
provide our financing programs to their customers. We also seek to provide
motorcycle, scooter, and all-terrain vehicle manufacturers a private label
version of our financing programs for their customers.

OUR BUSINESS MODEL

Our business model is centered around the following areas of the motorcycle
finance industry:

     o    retail installment loans and leases;
     o    private label financing programs for manufacturers;
     o    portfolio management services;
     o    remarketing of off-lease and repossessed vehicles; and
     o    ancillary products and services, such as gap insurance and extended
          warranties.

Retail Installment Loans And Leases
-----------------------------------

We intend to finance touring, sport touring, cruiser models, and sport bikes
from Harley-Davidson, Honda, Yamaha, Suzuki, Triumph, Ducati and other popular
manufacturers. Loan terms from 24 to 60 months will be underwritten, with the
majority of installment sales structured to mature in either 36 or 60 months.
Customers' financing needs are projected to range from approximately $5,000 to
$35,000 per motorcycle.

Motorcycle lease terms can range from 24 to 60 months, although most lease terms
are either 36 or 60 months. Lessees generally make lower monthly payments than
installment purchasers because they finance only part of the vehicle with the
balance financed by the lessor.

We will seek to negotiate leases on terms to generate sufficient rental revenues
over the term of the lease. If the underlying asset is returned at the end of
the lease term, when total lease payments are added to the estimated value of
the equipment upon lease termination, the lessor should achieve a return of the
capital used to purchase the equipment plus an overall profit on the investment.

We intend to begin notifying lessees of their options as much as 11 months
before the expiration of their contracts. Leaseholders are prone to renew their
contracts if they have invested considerable amounts of money into improvements
in order to customize their vehicles and/or have positive equity positions in
their vehicles. We will aggressively court those customers who have established
a reliable payment history with us.

We expect that we will also receive other revenue related to servicing the lease
portfolio, such as lease acquisition fees, late payment fees, vehicle
disposition fees at lease-end, early termination fees, and charges for excess
wear-and-tear on leased motorcycles.

                                       4

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Portfolio Management Services
-----------------------------

We intend that our business will be responsible for performing all portfolio
management services for our vehicle loan and lease finance portfolio.

We intend to develop a portfolio management and administrative infrastructure to
support both retail installment loans and leases. We intend to utilize a
licensed operating platform with which our management has prior experience,
saving us a substantial amount of time and money.

Our portfolio management is expected to include vehicle acquisition, management
and disposition services; credit analysis of potential purchasers and lessees;
identification, qualification and training of authorized dealers; collection of
revenues; monitoring customer compliance with property, sales and use tax,
titling, insurance and other terms of their retail installment loans and leases;
and arranging for necessary vehicle maintenance, repairs and remarketing.

Administrative activities will include the preparation of detailed reports to
meet management's demands for information. The existing automated systems are
able to prepare periodic summaries of the aggregate portfolio quality and
concentrations, delinquency reports by account, the location of inventoried and
off-lease motorcycles, the current status of equipment on consignment, insurance
status reports by customer, consumer credit reports to contracted credit
bureaus, applicant activity reports by dealer and real-time calculation of
prime-to-subprime credit risk weightings in the portfolio to determine if the
company is meeting its targets.

Remarketing Off-Lease And Repossessed Vehicles
----------------------------------------------

The potential sale or re-lease of off-lease motorcycles is another potential
revenue source for us.

Vehicle leasing companies seek to negotiate lease terms based in part on the
estimated value of the collateral upon termination of the contract. Lenders
calculate a spread so that the cumulative value of principal and interest
payments is high enough to cover unforeseen declines in residual values but low
enough to leave the customer with comfortable payment terms.

Our management is current with the latest developments in motorcycle technology
and trends. We intend to manage our residual risk primarily by focusing on the
leasing of motorcycle models that management believes will retain their value on
a relative basis and have broad appeal in the used motorcycle market. New
Harley-Davidson motorcycles, for example, often command a premium over
manufacturers suggested retail price and used Harleys frequently retain their
retail value over lease terms.

We intend to adjust vehicle prices to take into account the value of hard
accessories added to customized motorcycles, as well as the age, condition and
mileage of the used equipment. It is expected that vehicle values will be
further fine-tuned based on the historical performance of leased vehicles in our
portfolio. We expect to develop future residual values by looking at historical
prices for a particular make and model, and then seeing how closely current book
value resembles predicted book value. We may require larger down payments, for
example, on makes and models that we find are less popular than originally
projected.

Contracts may be terminated either because the lease has expired, or because the
lessee fails to meet payment obligations or to maintain required insurance. Any
of these conditions may lead to our taking possession of the vehicle. Because of
the considerable customization, also known as "silent equity," that most riders
put into their motorcycles, lessees tend to refinance their motorcycles at the
end of the lease term rather than return them.

Management's experience in this industry has shown that off-lease motorcycles
can be very profitable when lessors pay careful attention to pricing
fundamentals and carefully evaluate the underlying collateral. Management's
experience in recent years is that motorcycles of American, Japanese, German and
British manufacturers have come off-lease with values often above pay-off to the
lender.

                                       5

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Re-leasing and Remarketing Channels
-----------------------------------

Management proposes to commence its re-leasing efforts as much as 11 months
prior to the end of the scheduled lease term. Lessees' options are expected to
include: extending the lease, returning the motorcycle to us or buying the
motorcycle at the buy-out option price established at the beginning of the
lease. We plan to offer a Purchase Plus lease program--a 60-month lease with a
low residual value (usually 11% of original price) that the lessee can typically
pay off in four or five additional monthly payments at the end of the 60-month
lease term.

If a motorcycle is returned to us at the end of the scheduled lease term, we
intend to have it inspected for excessive wear and mileage over maximum levels
specified under the lease and bill the lessee accordingly. Thereafter, we plan
to consign the vehicle to the originating dealer for sale or re-lease to a new
party. The market for used motorcycles is enormous, and the opportunity to
remarket the same motorcycle numerous times is a key selling point with
prospective dealerships. We believe that using our dealer network in such a
manner will result in a better overall economic return on the portfolio as well
as strengthening dealer relationships.

All repossessed motorcycles are similarly returned to the originating authorized
dealer to be reconditioned (if needed) for consignment sale or re-lease.

Another remarketing channel is dealer-only auctions. The opportunity to put up
motorcycles for dealer bids has been enhanced with the appearance of dedicated
auction houses such as National Powersports Auction. Management believes the
auction process, although viable, will not be its preference for remarketing
motorcycles due to the strong dealer market for used motorcycles that enables
companies like us to maximize residual values by selling motorcycles directly to
dealers or placing them on consignment.

Ancillary Products And Services
-------------------------------

We intend to position ourself as a full service organization providing products
and services that are costly to obtain on an individual dealer basis. Initially,
we plan to offer the following ancillary products and services:

     o    Gap Insurance - We plan to market gap insurance on a fee basis to
          customers through dealers. This insurance protects the customer should
          the motorcycle be stolen or wrecked and the holder's primary insurance
          is inadequate to cover payoff to the bank that holds the lien on the
          motorcycle.

     o    Extended Warranties - We plan to offer dealerships on a fee basis
          private label extended warranty plans for purchased and leased
          motorcycles. Warranties will be offered to anyone who finances a
          motorcycle, whether through us or another source.

We expect that the revenues generated by these products will far exceed costs
associated with offering such products. Management will actively monitor the
network for other opportunities. We believe we can create products and services
to meet dealers' needs, creating company brand loyalty in the dealer community
and generating other revenue streams.

CREDIT ANALYSIS

We plan to maintain detailed policies and procedures for credit evaluation,
collections and insurance. We intend to impose strict credit parameters to
determine which retail installment loans and lease applications to approve.

We intend to establish loan-to-value ratios that range from 50% to 120% for each
of our installment sales and leases, depending on the borrower's or
leasee's credit rating. We intend to utilize our own credit rating system
by using our empirical score card and then assigning its own letter rating (A,
A-, B, etc.) to numerical ranges based on management's experience.

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We plan to conduct both applicant credit risk and asset evaluation before
approving financing. We intend to implement a policy that we will not finance
more than 120% of a motorcycle's retail value. Should the customer seek
financing above this threshold, we intend to ask for a down payment from the
borrower or lessee to close the gap. The size of the payment will be a function
of the applicant's credit rating and the value of the underlying asset.

We plan to monitor the timing of payments on our accounts. Repossession is
generally an unattractive proposition and we may attempt to negotiate debt
restructuring or other arrangements to satisfy the deficiency while pursuing
collateral and obligors. To the extent that a deficiency has been permanently
established, we intend to pursue legal recourse.

When a loan is determined to be impaired, we intend to take a write-down or to
establish an impairment reserve, if required, based on the difference between
the carrying amount of the loan and the fair value of the collateral. We intend
to initially take a loan loss reserve of 5% of our outstanding loan income, and
adjust the reserve based on actual experience.

Management proposes to reduce portfolio risk not only by carefully screening
applicants and monitoring covenant compliance, but by diversifying our financing
activities across credit ratings models and motorcycle models.

We expect to maintain a portfolio dominated by A/B credit applicants over C/C-
applicants in the ratio of at least 70/30. Management anticipates that it will
be able to rebalance its portfolio by training its sales force to work closely
with dealerships in their territories to help us achieve and maintain our 70/30
target, which management believes is conservative.

Advance rates and other loan restrictions will be in effect for certain models
and years based on industry knowledge and the experience of our management team.

MOTORCYCLE INSURANCE AVAILABILITY

We will require our customers to obtain and maintain insurance at minimum
specified limits. Our minimum insurance requirements are expected to exceed all
state minimums for lease contracts. We will seek to quickly repossess a vehicle
if coverage lapses. We intend to utilize an automated portfolio services system
that includes an insurance coverage tracking feature. We may also retain the
services of an insurance tracking company which tracks policies. Lapsed or
cancelled policies will be covered by the Vendor Single Interest and gap
insurance.

SPARTA INSURANCE COVERAGE

We plan to carry skip, gap and Vendor Single Interest insurance on every
vehicle, to protect our assets should the person who is financing or leasing a
motorcycle, or the motorcycle itself, disappear. Gap insurance covers a lessee's
motorcycle that is stolen or wrecked, where the lessee's insurance is not
adequate to cover our payoff to the bank that holds the lien on the equipment.
We plan to carry gap insurance on all manufacturers' brands, except
Harley-Davidson, for which we will be self-insured. Vendor Single Interest
insurance replaces the insurance that a customer should have had (but did not)
in the face of loss and damages. Should the insurance payoff be inadequate to
cover our exposure, we will apply to the gap insurance coverage to make up the
difference.

CERTAIN AGREEMENTS WITH THIRD PARTIES

We entered into a license agreement, dated as of June 1, 2002, and as amended on
December 3, 2003, with American Motorcycle Leasing Corp. Under the agreement, we
have a non-exclusive, perpetual right to use American Motorcycle Leasing Corp.'s
proprietary operating systems related to consumer credit underwriting
procedures, vehicle and vehicle lease value evaluation methods, rental stream
collection and insurance tracking policies and procedures. The license fee
consisted of $300,000 and 330,433 membership interests of Sparta Commercial
Services, LLC, which will be represented by 34,256,941 shares of Tomahawk once
we effect an increase in our authorized capital.

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We entered into an agreement with Malaguti USA, an importer and distributor of
powersports products, motorcycles, and scooters manufactured in Italy. Pursuant
to the agreement, we provide to, and administer on behalf of, Malaguti, for a
term of five years, a private label version of our program for use by Malaguti
dealers with their customers.

We entered into a services agreement, dated as of March 1, 2004, with American
Motorcycle Leasing Corp. For a period of three years, American Motorcycle
Leasing Corp. is to provide personnel, computer equipment and software, and
facilities, in connection with our credit and underwriting activities and our
use of the operating systems that we had licensed from American Motorcycle
Leasing Corp. In return for such services, we agreed to pay $100,000 by March 1,
2005, and for the time of the personnel utilized at their salary rate at
American Motorcycle Leasing Corp.

We entered into an agreement with STR, Inc., an importer and distributor of
certain Kymco powersports products, scooters, ATVs, and motorcycles manufactured
in Taiwan. Pursuant to the agreement, we provide to, and administer on behalf
of, STR, Inc., for a term of five years, a private label version of our program
for use by STR.

MARKETING AND SALES PLANS

Our sales and marketing strategy will be aimed at enrolling motorcycle
dealerships into the authorized network as well as contracting with motorcycle
manufacturers for our private label installment sales and leasing program.

We plan to support direct sales initiatives with our dealer-oriented website and
by Sparta's attendance at dealer trade shows. While most dealerships have
dedicated Finance & Insurance personnel, our challenge will lie in educating
dealership personnel on the merits of our leasing program. Although prevalent in
the automobile industry, leasing is a relatively new concept in the motorcycle
arena.

New marketing materials will be created for Sparta authorized dealers. They will
be given posters, store decals, brochures and point-of-purchase stands to alert
customers to the affiliation.

         Dealer Support Services
         -----------------------

We intend to initiate and maintain dealer relationships through our dealer
support group and online dealer services. We plan to designate dealer
representatives who will be responsible for servicing dealers within a certain
geographic area. The duties of the support group will include contacting
dealerships to introduce our finance programs, providing training and ongoing
dealer support.

         Qualifying Dealers
         ------------------

Our success will be due in great measure to our ability to initiate and maintain
dealer relationships. Management will consider, among other things, the
reputation of the dealership; experience and depth of management; quality of
product or service; compliance with state licensing regulations; banking
history; insurance information and trade relationships as qualifying criteria to
become an authorized Sparta dealer. Dealers must also have a service department
that can service purchased and leased inventory motorcycles and provide warranty
service.

         Private Label Programs
         ----------------------

We will seek to form strategic alliances with motorcycle manufacturers to
private label their installment sales and leasing programs. Since ATVs are made
by motorcycle manufacturers, we would have the opportunity to attract not only
their motorcycle business, but their ATV business as well. We have entered into
agreements with both Malaguti USA and STR Inc. to provide and administer a
private label version of our program for their customers.

                                       8

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         Website
         -------

The Customer Management section of the website will enable authorized dealers to
track the status of all applicants submitted by their dealership. The dealer
will be able to review pending, approved, declined and active (funded) deals
they've submitted as well as those applications sent to "credit committee" for
further review. This will enable the dealer to easily review their business with
Sparta and will give Sparta the ability to easily monitor dealer activity at any
point in time.

The Sparta Lease/Loan Calculator will configure both lease and loan payments,
simultaneously and instantaneously, allowing dealers to provide their customers
with highly accurate payment schedules. Dealers who do not have the time to use
the Calculator may refer to the sample lease and loan payment matrices to quote
estimated payments to their customers.

Authorized dealers will be able to advertise both new and used vehicles in the
Classified Section of our website, at no cost to the dealer. Sparta plans to use
this feature of the website to remarket its own inventory (both repossessed and
returned end-of-term vehicles) throughout the country. Our exclusive
"Second-Chance Express" program for customers with a poor or limited credit
history was created to help re-market our inventory. Incentives are in place for
authorized dealers who sell or lease either a Sparta inventory vehicle at their
dealership or one that is at another dealership in our network.

The website will provide authorized dealers with access to a PowerPoint
presentation that will fully acquaint their staff with the various Sparta
financing products, and how to sell them. A different PowerPoint presentation is
available on the website aimed at consumers.

While we do not market or sell directly to consumers, we do expect consumers to
access our website. Visiting consumers will be able to view Sparta advertising
and news and find general information about motorcycle makes and models, road
rallies, and other areas of motorcycle interest. They will also be able to
utilize our Dealer Locator to find the nearest authorized Sparta dealer in their
neighborhood. Consumers will be able to view the Classified Section of the
website and any consumer inquiring about the program will be directed to their
nearest authorized dealer.

COMPETITION

The consumer finance industry is highly fragmented and highly competitive.
Broadly speaking, we compete with commercial banks, savings & loans, industrial
thrift and credit unions, and a variety of local, regional and national consumer
finance companies. While there are numerous financial service companies that
provide consumer credit in the automobile markets, including banks, other
consumer finance companies, and finance companies owned by automobile
manufacturers and retailers, most financial service companies are reluctant to
lend to motorcyclists. Customers who approach these lending sources to take out
installment loans are often encouraged to pursue personal loans instead.

There are few companies that provide nationwide dealer-based leasing options in
the motorcycle industry segment, and these tend to be private label factory
programs supporting their own brands. Because of their narrow focus (such as
requiring that the equipment be covered by the brand's warranty), these
companies have met with limited success.

                                       9

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Independent consumer financial services companies and large commercial banks
that participated in this market have withdrawn substantially from the
motorcycle loan niche over the past two years or have toughened their
underwriting criteria. We believe that those companies may have suffered as a
result of compromising their underwriting criteria for the sake of volume. In
addition, management believes that our competitors' practice of financing all
makes and models of a particular manufacturer results in lower overall portfolio
performance because of the poor demographics associated with some of those
product lines. The marketplace also includes small competitors such as local
credit unions, local banks and a few regional players.

REGULATION

Our planned financing operations are subject to regulation, supervision and
licensing under various federal, state and local statutes and ordinances.
Additionally, the procedures that we must follow in connection with the
repossession of vehicles securing contracts are regulated by each of the states
in which we plan to do business. Accordingly, the laws of such states, as well
as applicable federal law, govern our operations. Compliance with existing laws
and regulations has not had a material adverse affect on our operations to date.
Our management believes that we maintain all requisite licenses and permits and
are in material compliance with all applicable local, state and federal laws and
regulations. We will periodically review our office practices in an effort to
ensure such compliance.

The following constitute certain of the federal, state and local statutes and
ordinances with which we must comply:

     o    Fair Debt Collection Act. The Fair Debt Collection Act and applicable
          state law counterparts prohibit us from contacting customers during
          certain times and at certain places, from using certain threatening
          practices and from making false implications when attempting to
          collect a debt.

     o    Truth in Lending Act. The Truth in Lending Act requires us and the
          dealers we do business with to make certain disclosures to customers,
          including the terms of repayment, the total finance charge and the
          annual percentage rate charged on each Contract or direct loan.

     o    Consumer Leasing Act. The Consumer Leasing Act applies to any lease of
          consumer goods for more than four months. The law requires the seller
          to disclose information such as the amount of initial payment, number
          of monthly payments, total amount for fees, penalties for default, and
          other information before a lease is signed.

     o    The Consumer Credit Protection Act of 1968. The Act required creditors
          to state the cost of borrowing in a common language so that the
          consumer could figure out what the charges are, compare costs, and
          shop for the best credit deal.

     o    Equal Credit Opportunity Act. The Equal Credit Opportunity Act
          prohibits creditors from discriminating against loan applicants on the
          basis of race, color, sex, age or marital status. Pursuant to
          Regulation B promulgated under the Equal Credit Opportunity Act,
          creditors are required to make certain disclosures regarding consumer
          rights and advise consumers whose credit applications are not approved
          of the reasons for the rejection.

     o    Fair Credit Reporting Act. The Fair Credit Reporting Act requires us
          to provide certain information to consumers whose credit applications
          are not approved on the basis of a report obtained from a consumer
          reporting agency.

     o    Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act requires us to
          maintain privacy with respect to certain consumer data in our
          possession and to periodically communicate with consumers on privacy
          matters.

     o    Soldiers' and Sailors' Civil Relief Act. The Soldiers' and Sailor's
          Civil Relief Act requires us to reduce the interest rate charged on
          each loan to customers who have subsequently joined, enlisted, been
          inducted or called to active military duty.

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     o    Electronic Funds Transfer Act. The Electronic Funds Transfer Act
          prohibits us from requiring our customers to repay a loan or other
          credit by electronic funds transfer ("EFT"), except in limited
          situations which do not apply to us. We are also required to provide
          certain documentation to our customers when an EFT is initiated and to
          provide certain notifications to our customers with regard to
          preauthorized payments.

     o    Telephone Consumer Protection Act. The Telephone Consumer Protection
          Act prohibits telephone solicitation calls to a customer's home before
          8 a.m. or after 9 p.m. In addition, if we make a telephone
          solicitation call to a customer's home, the representative making the
          call must provide his or her name, our name, and a telephone number or
          address at which our representative may be contacted. The Telephone
          Consumer Protection Act also requires that we maintain a record of any
          requests by customers not to receive future telephone solicitations,
          which must be maintained for five years.

     o    Bankruptcy. Federal bankruptcy and related state laws may interfere
          with or affect our ability to recover collateral or enforce a
          deficiency judgment.

EMPLOYEES

We currently have six employees.





ITEM 2.    DESCRIPTION OF PROPERTY

We presently maintain our executive offices at 240 West 35th Street, Suite 402,
New York, New York 10001 pursuant to a service agreement for services, equipment
and facilities. We believe that our present facilities are suitable for our
present needs.




ITEM 3.    LEGAL PROCEEDINGS

As at April 30, 2004, we are not a party to any material pending legal
proceeding.





ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 1, 2004, holders of a majority of our outstanding common stock, owning
approximately 61% of the outstanding shares of our common stock (the "Majority
Stockholders"), have executed written consents in favor of the following
actions.

     1.  Amend our Articles of Incorporation to change the name of the
         corporation to "Sparta Commercial Services, Inc."
     2.  Amend our Articles of Incorporation to increase our authorized number
         of shares, and to designate a class of preferred stock. We propose to
         initially increase our authorized number of shares to 700,000,000
         shares, and subject to completion of stock split(s), reduce our
         authorized number of shares to 350,000,000 shares. We will designate
         10,000,000 shares of our authorized capital as preferred stock.
     3.  Effect a 1-for-200 reverse stock split of the outstanding shares of the
         Company's common stock, which will be promptly followed by a forward
         stock split of between 10-for-1 to 40-for-1.
     4.  Implement a 2005 Stock Incentive Compensation Plan for the Company's
         employees and others entitled to participate under the plan.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the actions will not be effective until 20 days after the date that an
Information Statement concerning these actions is mailed to our shareholders. We
anticipate that the actions contemplated by the Information Statement will be
effected in August 2004.

                                       11

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








                                     PART II



ITEM 5.    MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

MARKET INFORMATION

Our common stock is quoted on the OTC Bulletin Board under the symbol "TMHK".

During 2001, we filed a request for clearance of quotations on the OTC Bulletin
Board under SEC Rule 15c2-11, Subsection (a)(5) with NASD Regulation Inc. A
Clearance Letter was issued in April 2001. The first posted trade was conducted
on May 3, 2001, and, historically, there has been very low volume of trading of
our common stock.

The quoted high and low closing market prices of our common stock on the OTC
Bulletin Board, for the periods indicated, are presented in the table below.
Prices prior to February 27, 2004 reflects prices for our former business, which
was essentially a public shell vehicle. Our business changed on February 27,
2004 when we acquired Sparta Commercial Services, LLC.



                                                              High        Low
Fiscal Year 2003 (May 1, 2002 - April 30, 2003)
     First quarter (May 1, 2002 - July 31, 2002)              $0.06       $0.01
     Second quarter (August 1, 2002 - October 31, 2002)       $0.10       $0.01
     Third quarter (November 1, 2002 - January 31, 2003)      $0.03       $0.01
     Fourth quarter (February 1, 2003 - April 30, 2003)       $0.01       $0.01
Fiscal Year 2004 (May 1, 2003 - April 30, 2004)
     First quarter (May 1, 2003 - July 31, 2003)              $0.01       $0.01
     Second quarter (August 1, 2003 - October 31, 2003)       $0.05       $0.01
     Third quarter (November 1, 2003 - January 31, 2004)      $0.03       $0.017
     Fourth quarter (February 1, 2004 - April 30, 2004)       $0.20       $0.03


HOLDERS

The approximate number of holders of record of our common stock as of April 30,
2004 was 5,556, excluding stockholders holding common stock under nominee
security position listings.

DIVIDENDS

We have never declared any cash dividends on our common stock. Future cash
dividends on the common stock, if any, will be at the discretion of our Board of
Directors and will depend on our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions,
and other factors that the Board of Directors may consider important. The Board
of Directors does not intend to declare or pay cash dividends in the foreseeable
future. It is the current policy to retain all earnings, if any, to support
future growth and expansion.

TRANSFER AGENT

The transfer agent for our common stock is Executive Registrar & Transfer Inc.

                                       12

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




RECENT SALES OF UNREGISTERED SECURITIES

On February 27, 2004, pursuant to an Agreement and Plan of Reorganization, we
acquired Sparta Commercial Services, LLC. We acquired all of the outstanding
membership interests in Sparta in exchange for the agreement to issue
629,874,626 shares of our common stock, in a transaction deemed exempt from
registration pursuant to Section 4(2) of the Securities Act, which when fully
issued would represent approximately 91.75% of our outstanding shares, to Sparta
members. As of February 26, 2004, we had an authorized capital of 200,000,000
shares and 56,637,228 shares issued and outstanding. We issued the remaining
143,362,772 authorized shares to Sparta members. Accordingly, the balance of the
shares due to Sparta members will be issued upon completion of an increase in
our authorized capital or completion of a reverse split of the outstanding
shares.

Between May and July 2004, we sold rights to seven accredited investors for
aggregate gross proceeds of $535,000 in transactions deemed exempt from
registration pursuant to Section 4(2) of the Securities Act. In the event that
we conduct a private placement transaction in 2004 utilizing a designated
registered broker-dealer as a placement agent, the rights will automatically
convert into the securities sold in such private placement at the private
placement sale price. In the event that we do not complete any of the
aforementioned financing by the end of calendar 2004, the rights will
automatically convert into common stock at a purchase price of $0.0146 per
share, or the purchase of an aggregate of 36,643,836 shares, subject to
adjustment for stock split(s).

On August 2, 2004, we agreed to grant Daniel J. Lanjewar, our Chief Financial
Officer, pursuant to an employment agreement, 4,545,455 shares of our common
stock in a transaction deemed exempt from registration pursuant to Section 4(2)
of the Securities Act. The grant of shares is subject to vesting and subject to
continued employment. Twenty percent of the shares shall vest on January 1,
2005, and the reminder of the shares are to vest in equal portions on July 1,
2005, July 1, 2006, July 1, 2007, and July 1, 2008, subject to proportionate
adjustment in the event of employment termination for any incomplete vesting
period.

                                       13

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







ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS AND PLAN OF OPERATION

                          "FORWARD-LOOKING" INFORMATION

This report on Form 10-KSB contains certain "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
which represent our expectations and beliefs, including, but not limited to
statements concerning the Company's expected growth. The words "believe,"
"expect," "anticipate," "estimate," "project," and similar expressions identify
forward-looking statements, which speak only as of the date such statement was
made. These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond our control, and actual results may
differ materially depending on a variety of important factors.

                             INTRODUCTORY STATEMENT

The following discussion and analysis should be read in conjunction with the
information set forth in the audited financial statements for the year ended
April 30, 2004.

Unless otherwise stated, the discussion and analysis refers to the business of
Sparta Commercial Services, LLC, which we acquired on February 27, 2004 in a
transaction viewed as a reverse acquisition, and does not refer to the
operations for our former business which was essentially a non-operating shell
company. Under applicable accounting principles, the historical financial
statements of Sparta Commercial Services, LLC became those of our company.

                                COMPANY OVERVIEW

The year ended April 30, 2004 was a period of transition, as we acquired a new
development stage company.

Prior to February 27, 2004, we did not conduct any substantive operations. On
February 27, 2004, pursuant to an Agreement and Plan of Reorganization, we
acquired Sparta Commercial Services, LLC, in a transaction viewed as a reverse
acquisition. The purpose of the transaction was to try to create some value for
our shareholders. As an inactive publicly registered shell corporation with no
significant assets or operations, our business plan was to seek an acquisition
candidate. Sparta sought access to financing, as a publicly-held company. As a
result of the reverse acquisition, there was a change in control of our company.

We are a holding company that conducts our business activities through our
wholly-owned subsidiary, Sparta Commercial Services, LLC. Sparta has been a
development stage company. Sparta, have been principally devoted to developing
business as an originator and indirect lender for retail installment loan and
lease financing for the purchase or lease of new and used motorcycles
(specifically 500cc and higher) and utility-oriented 4-stroke all terrain
vehicles (ATVs).

To date, we have generated no sales revenues, has incurred expenses and has
sustained losses. Consequently, our operations are subject to all the risks
inherent in the establishment of a new business enterprise. For the period from
October 1, 2001 (date of Sparta's inception) through April 30, 2004, we have
accumulated losses of $1,858,931.

The year ended April 30, 2004 was a developmental stage period for us, setting
up credit procedures, setting our arrangements with vehicle distributors,
obtaining personnel, seeking financing to support our developmental efforts, and
seeking credit facilities. In fiscal year 2005, we will seek to obtain
regulatory approval in several states, where required, prior to commencing
active operations. We are actively signing up dealers to participate in our
financing programs, including our private label financing programs. We have
signed up two manufacturers to our private label programs, and are in
negotiations with several other manufacturers who have indicated an interest in
a private label program. Presently, we have very little operating capital to
fulfill our planned business plans. We estimate that we will need approximately
$700,000 to conduct limited operations during the next twelve months. The lack
of capital has made it difficult to obtain a credit line with a lending
institution which we will need before commencing full active operations. We are
presently in discussions with several institutions about obtaining a credit
line, which would permit us to more quickly implement our business plan.

                                       14

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






RESULTS OF OPERATIONS
COMPARISON OF THE YEAR ENDED APRIL 30, 2004 TO THE YEAR ENDED APRIL 30, 2003

Through April 30, 2004, we have generated no sales revenues, have incurred
significant expenses, and have sustained significant losses. We believe we will
begin earning revenues from operations in late calendar year 2004 as we
transition from a development stage company to an operating company.

Costs and Expenses
------------------

The Company incurred licensing fees of $630,433 for the year ended April 30,
2004 and $0 for the year ended April 30, 2003. These fees represent equity-based
costs of licensing certain proprietary software, operating systems and processes
for use in connection with the extension of credit and underwriting techniques
for the purchase and lease of motor vehicles.

The Company incurred organization costs of $733,344 for the year ended April 30,
2004 and $5,457 for the year ended April 30, 2003. This increase of $727,887
relates to $285,344 of costs incurred due to the reorganization plan with Sparta
Commercial Services and the subsequent reverse acquisition by Sparta Commercial
Services. Additionally, in June 2003, the Company issued 448,000 shares of
membership interest to various consultants in exchange for services valued at $1
per share.

The Company has included compensation paid to the Company's Managing Member as a
charge to operations. During the years ended April 30, 2004 and 2003, the
Company paid $135,140 and $0, respectively, to the Company's Managing Member in
the form of compensation.

The Company incurred compensation costs of $88,828 for the year ended April 30,
2004 and $0 for the year ended April 30, 2003. The increase is related to the
costs of the Company increasing its employment base during 2004. As the Company
continues to expand, the Company will incur additional costs for personnel. In
order for the Company to attract and retain quality personnel, management
anticipates it will continue to offer competitive salaries and issue common
stock to consultants and employees.

The Company incurred legal and accounting fees of $61,902 for the year ended
April 30, 2004 as compared to $30,293 for the year ended April 30, 2003, an
increase of $31,609. The increase is related to the costs of completing the
reverse acquisition with Sparta Commercial Services in February 2004. As a
result of the Company's recapitalization as a public company, the Company will
continue to incur legal and accounting expenses associated with complying with
various federal and state securities statutes, rules and regulations.

Net Loss
--------

Our net loss for the year ended April 30, 2004 was $1,772,257 in contrast to a
loss of $ 36,659 for the year ended April 30, 2003. The $1,735,598 increase in
net loss was due primarily to the fact that the Company has generated no sales
revenues and is in a development stage as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7").

Our net loss per common share (basic and diluted) was $0.01 for the year ended
April 30, 2004 and $0 for the year ended April 30, 2003.

                                       15

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







LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2004, the Company had a working capital deficit of $80,254. The
Company generated a deficit in cash flow from operations of $781,098 for the
year ended April 30, 2004. The deficit in cash flow from operating activities
for the year ended April 30, 2004 is primarily attributable to the Company's net
loss from operations of $1,772,257, adjusted for depreciation and amortization
of $30, compensation expense on options granted to consultants and licensors of
$ 778,433, an increase in payables of $160,220, acquisition costs of $61,187 and
a gain on sale of investments of $8,711.

Cash flows used in investing activities for the year ended April 30, 2004 was
$5,891.

The Company met its cash requirements during the period through proceeds from
the issuance of equity of $775,000. Subsequent to this period, the Company has
received proceeds from the issuance of equity of $535,000. Additionally, the
Company has received limited revenues from its recently launched private label
programs and from dealer sign-up fees.

While we have raised capital to meet our working capital and financing needs in
the past, additional financing is required in order to meet our current and
projected cash flow deficits from operations and development. We are seeking
financing in the form of equity in order to provide the necessary working
capital. We currently have no commitments for financing. There is no guarantee
that we will be successful in raising the funds required.

We estimate that we will need approximately $700,000 to conduct limited
operations during the next twelve months. Based on capital received from equity
financing after our fiscal year ended 2004, and certain indications of interest
to purchase our equity, we believe that we have, or will have, sufficient
capital resources to meet projected cash flow deficits through the next twelve
months. However, if we are not successful in generating sufficient liquidity
from operations or in raising sufficient capital resources, on terms acceptable
to us, this could have a material adverse effect on our business, results of
operations , liquidity and financial condition, and we will have to adust our
planned operations and development on a more limited scale.

The effect of inflation on the Company's revenue and operating results was not
significant. The Company's operations are located in North America and there are
no seasonal aspects that would have a material effect on the Company's financial
condition or results of operations.

AUDITOR'S OPINION EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
"GOING CONCERN"

The independent auditors report on our April 30, 2004 financial statements
included in this Annual Report states that the Company's historical losses and
the lack of revenues raise substantial doubts about the Company's ability to
continue as a going concern, due to the Company's status as a development stage
company and its lack of significant operations. If we are unable to develop our
business, we have to discontinue operations or cease to exist, which would be
detrimental to the value of the Company's common stock. We can make no
assurances that our business operations will develop and provide us with
significant cash to continue operations.

PLAN OF OPERATIONS

Addressing the Going Concern Issues
-----------------------------------

In order to improve the Company's liquidity, the Company's management is
actively pursing additional equity financing through discussions with investment
bankers and private investors. There can be no assurance the Company will be
successful in its effort to secure additional equity financing.

We continue to experience net operating losses. Our ability to continue as a
going concern is subject to our ability to develop profitable operations. We are
devoting substantially all of our efforts to developing our business and raising
capital. Our net operating losses increases the difficulty in meeting such goals
and there can be no assurances that such methods will prove successful.

                                       16

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




The primary issues management will focus on in the immediate future to address
this matter include:

     o    seeking a credit line from institutional lenders;
     o    seeking institutional investors for equity investments in our company;
          and
     o    initiating negotiations to secure short term financing through
          promissory notes or other debt instruments on an as needed basis;

To address these issues, we are negotiating the potential sale of securities
with investment banking companies to assist us in raising capital.

Product Research and Development
--------------------------------

We do not anticapte incurring significant research and development expenditures
during the next twelve months

Acquisition or Disposition of Plant and Equipment
-------------------------------------------------

We do not anticipate the sale of any significant property, plant or equipment
during the next twelve months. We do not anticipate the acquisition of any
significant property, plant or equipment during the next 12 months.

Number of Employees
-------------------

From our inception through the period ended April 30, 2004, we have relied on
the services of outside consultants for services and currently have six
employees. In order for us to attract and retain quality personnel, we
anticipate we will have to offer competitive salaries to future employees. We do
not anticipate our employment base will significantly change during the next
twelve months. As we continue to expand, we will incur additional cost for
personnel. This projected increase in personnel is dependent upon our generating
revenues and obtaining sources of financing. There is no guarantee that we will
be successful in raising the funds required or generating revenues sufficient to
fund the projected increase in the number of employees.

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policy involves the most complex, difficult and subjective
estimates and judgments:

Stock-Based Compensation
------------------------

In December 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation.

                                       17

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




In addition, this statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Company has chosen to
continue to account for stock-based compensation using the intrinsic value
method prescribed in APB Opinion No. 25 and related interpretations.
Accordingly, compensation expense for stock options is measured as the excess,
if any, of the fair market value of the Company's stock at the date of the grant
over the exercise price of the related option. The Company has adopted the
annual disclosure provisions of SFAS No. 148 in its financial reports for the
period from January 1, 2003 through April 30, 2003 and will adopt the interim
disclosure provisions for its financial reports for the subsequent periods. The
Company does not have stock based awards of compensation to employees granted or
outstanding during the period from October 1, 2001 (date of inception) through
April 30, 2004.

NEW ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88 AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial position.

                                       18

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








ITEM 7.    FINANCIAL STATEMENTS

                                                                        Page
                                                                        ----

Report of Independent Certified Public Accountants                       F-1

Consolidated Balance Sheet as of April 30, 2004                          F-2

Consolidated  Statements  of Losses for the years ended                  F-3
April 30, 2004 and 2003 and for the period
October 1, 2001 (date of inception) to April 30, 2004

Consolidated Statement of Deficiency in Stockholders' Equity             F-4
for the period October 1, 2001 (date of inception) to
April 30, 2004

Consolidated Statements of Cash Flows for the years ended            F-5 to F-6
April 30, 2004 and 2003 and for the period October 1, 2001
(date of inception) to April 30, 2004

Notes to Consolidated Financial Statements                           F-7 to F-17

                                       19

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




                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

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



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Tomahawk Industries, Inc.
New York, New York

     We have audited the accompanying consolidated balance sheet of Tomahawk
Industries, Inc. (a development stage company), as of April 30, 2004 and the
related consolidated statements of losses, deficiency in stockholders' equity,
and cash flows for each of the two years in the period ended April 30, 2004 and
for the period October 1, 2001 (date of inception) through April 30, 2004. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on the financial statements based upon
our audits.

     We have conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States of America). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Tomahawk
Industries, Inc. (a development stage company) at April 30, 2004 and the results
of its operations and its cash flows for each of the two years in the period
ended April 30, 2004 and for the period October 1, 2001 (date of inception) to
April 30, 2004, in conformity with accounting principles generally accepted in
the United States of America.

     The accompanying financial statements have been prepared assuming the
company will continue as a going concern. As discussed in the Note I to the
accompanying financial statements, the company is in the development stage and
has not established a source of revenues. This raises substantial doubt about
the company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

                                   /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI  LLP
                                   ---------------------------------------------
                                   Russell Bedford Stefanou Mirchandani LLP
                                   Certified Public Accountants
New York, New York
July 26, 2004
(except for note J, as to which
the date is August 13, 2004)

                                       F-1

                                       20

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







                            TOMAHAWK INDUSTRIES, INC.
                          (A development stage company)
                           CONSOLIDATED BALANCE SHEET
                                 APRIL 30, 2004


ASSETS
------

Current Assets:

Cash and cash equivalents                                    $    11,973
Marketable securities                                             13,379
                                                             -----------
Total Current Assets                                              25,352

 Property and Equipment: (Note C)                                  1,223
 Less: accumulated depreciation                                       30
                                                             -----------
 Total Property and Equipment                                      1,193

Total Assets                                                 $    26,545
                                                             ===========

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
--------------------------------------------------

Current Liabilities:

Accounts payable                                             $    81,721
Due to related party (Note D)                                     23,885
                                                             -----------
       Total Current Liabilities                                 105,606

Commitments & Contingencies (Note H)                                --

Deficiency in Stockholders' Equity: (Note E)

Common Stock, no par value; 200,000,000 shares authorized;
56,637,228 shares issued and outstanding at April 30, 2004        56,637
Common stock - subscription payable                              143,363
  Additional paid-in-capital                                   1,579,870

  Deficit accumulated during development stage                (1,858,931)
                                                             -----------
  Total Deficiency in Stockholders' Equity                       (79,061)

Liabilities and Deficiency in Stockholders' Equity           $    26,545
                                                             ===========


           See accompanying notes to consolidated financial statements

                                       F-2

                                       21

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






                            TOMAHAWK INDUSTRIES, INC.
                          (A development stage company)
                        CONSOLIDATED STATEMENT OF LOSSES


                                                                          For the Period
                                                                          October 1, 2001
                                                                        (date of inception)
                                                                         through April 30,
                                           For the Year Ended April 30,       2004
                                                2004           2003
                                            -----------    -----------    -----------

Operating Expenses:

General and administrative                  $ 1,780,968    $    36,659    $ 1,867,642
                                            -----------    -----------    -----------
   Total Operating Expenses                   1,780,968         36,659      1,867,642

Loss from Operations                         (1,780,968)       (36,659)    (1,867,642)
                                            -----------    -----------    -----------

Other Income                                      8,711           --            8,711
                                            -----------    -----------    -----------

Income Taxes (benefit)                             --             --             --
                                            -----------    -----------    -----------

Net Loss                                    $(1,772,257)   $   (36,659)   $(1,858,931)
                                            ===========    ===========    ===========

Loss per common share (basic and assuming
dilution) (Note G)                          $     (0.01)   $     (0.00)
                                            ============   ===========

Weighted average common shares outstanding  136,330,030      120,708,012


           See accompanying notes to consolidated financial statements

                                       F-3

                                       22

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






                            TOMAHAWK INDUSTRIES, INC.
                          (A development stage company)
          CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
           FOR THE PERIOD OCTOBER 1, 2001 (Date of Inception) THROUGH
                                 APRIL 30, 2004


                                Sparta
                              Commercial     Tomahawk                                                              Deficit
                               Services      Industries,                Subscription                             Accumulated       Total
                                 LLC           Inc.                       Payable-                  Additional     During      Stockholders'
                              Membership      Common                       Common     Subscription   Paid-in     Development      Equity
                               interest       Shares        Amount         Shares       Payable      Capital        Stage      (Deficiency)
                              -----------    ----------   -----------    -----------   ---------    ----------   -----------    -----------

Balance at October 1, 2001           --            --     $      --             --     $    --      $     --     $      --      $      --

Issuance of shares of
membership interest to
the founders                    5,100,000          --             250           --          --            --            --              250

Proceeds from capital
contributions                      50,000          --          50,000           --          --            --            --           50,000

Net Loss                             --            --            --             --          --            --         (50,015)       (50,015)

Balance at April 30, 2002       5,150,000          --          50,250           --          --            --         (50,015)           235

Proceeds from capital
contributions                     115,000          --         115,000           --          --            --            --          115,000

Net Loss                             --            --            --             --          --            --         (36,659)       (36,659)
                              -----------    ----------   -----------    -----------   ---------    ----------   -----------    -----------

Balance at April 30, 2003       5,265,000          --         165,250           --          --            --         (86,674)        78,576

Proceeds from capital
contributions                     775,000          --         775,000           --          --            --            --          775,000

Membership interests
issued to consultants
in exchange for
services in June 2003
at $1 per unit                    448,000          --         448,000           --          --            --            --          448,000

Membership interests
issued in exchange for
licensing fees in
December 2003 at $1
per unit                          330,433          --         330,433           --          --            --            --          330,433

Tomahawk Shares retained by
Tomahawk stockholders in
connection with merger with
Sparta Commercial Services
LLC in February 2004                 --      56,637,228        56,637           --          --           4,550          --           61,187

Shares deemed to be
issued to Sparta
members in relation to
merger with Sparta
Commercial Services
LLC in February 2004           (6,818,433)         --      (1,718,683)   143,362,772     143,363     1,575,320          --             --

Net Loss                             --            --            --             --          --            --      (1,772,257)    (1,772,257)

                              -----------    ----------   -----------    -----------   ---------    ----------   -----------    -----------
Balance at April 30, 2004            --      56,637,228   $    56,637    143,362,772   $ 143,363    $1,579,870   $(1,858,931)      $(79,061)
                              ===========    ==========   ===========    ===========   =========    ==========   ===========    ===========


                            See accompanying notes to consolidated financial statements

                                       F-4

                                       23

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






                            TOMAHAWK INDUSTRIES, INC.
                          (A development stage company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                                        For the Period
                                                                                        October 1, 2001
                                                                                           (date of
                                                                                          inception)
                                                                                         through April
                                                          For the Year Ended April 30,     30, 2004
                                                              2004           2003
                                                          -----------    -----------    -----------

Cash Flows From Operating Activities:

Net loss                                                  $(1,772,257)   $   (36,659)   $(1,858,931)

Adjustments to reconcile net loss to net cash
used in operating activities:

Depreciation                                                       30           --               30

Shares issued in exchange for licensing fees (Note D&E)       330,433           --          330,433
Shares issued to founders                                        --             --              250
Shares issued to consultants for services (Note D)            448,000           --          448,000
Acquisition costs                                              61,187           --           61,187
Gain on sale of investments                                    (8,711)          --           (8,711)
Increase(decrease) in:
Accounts payable                                               79,221          2,500         81,721
Due to related party                                           80,999        (57,114)        23,885
                                                          -----------    -----------    -----------
Net Cash Used In Operating Activities                        (781,098)       (91,273)      (922,136)

Cash Flows From Investing Activities:

Net payments for property and equipments                       (1,223)          --           (1,223)
Net payments for purchase of marketable securities             (4,668)          --           (4,668)
                                                          -----------    -----------    -----------
Net Cash Used In Investing Activities                          (5,891)          --           (5,891)

Cash Flows From Financing Activities:
Capital contributions from members                            775,000        115,000        940,000
                                                          -----------    -----------    -----------
Net Cash Provided By Financing Activities                     775,000        115,000        940,000


Net (decrease)increase in cash and equivalents                (11,989)        23,727         11,973
Cash and equivalents at beginning of period                    23,962            235           --
Cash and equivalents at end of period                     $    11,973    $    23,962    $    11,973
                                                          ===========    ===========    ===========

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                  $      --      $      --      $      --
                                                          -----------    -----------    -----------
Cash paid during the period for taxes                     $      --      $      --      $      --
                                                          -----------    -----------    -----------


                            See accompanying notes to consolidated financial statements

                                       F-5

                                       24

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






                            TOMAHAWK INDUSTRIES, INC.
                          (A development stage company)
                             STATEMENT OF CASH FLOWS
                                   (Continued)


Non Cash Investing and Financing Transactions:

Shares issued in exchange for licensing fees              $   330,433    $      --      $   330,433
Shares issued to founders in exchange for services               --              250            250
Shares issued in exchange for services                        448,000           --          448,000
Merger with Sparta: (Note B)
Common stock retained                                          56,637           --           56,637
Liabilities assumed in excess of assets acquired                4,550           --            4,550
Shares issued in exchange  for services                        61,187           --           61,187


           See accompanying notes to consolidated financial statements

                                       F-6

                                       25

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.

Business and Basis of Presentation
----------------------------------

Tomahawk Industries, Inc. (the "Company" or "Tomahawk") was formed on May 13,
1980 under the laws of the State of Nevada. On February 27, 2004, the Company
entered into an Agreement of Plan and Reorganization ("Agreement") with Sparta
Commercial Services, LLC ("Sparta") a limited liability company formed on
October 1, 2001 under the laws of the State of Delaware under the name of Sparta
Financial Services, LLC. The liabilities of the Company's members are limited.
In accordance with SFAS No. 141, the Company was the acquiring entity. While the
transaction is accounted for using the purchase method of accounting, in
substance the Agreement is a recapitalization of the Company's capital
structure. As a result of the Agreement, there was a change in control of the
Company. From April 1988 until the date of the Agreement, the Company was an
inactive publicly registered shell corporation with no significant assets or
operations.

The Company is in the development stage, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7") and its efforts, through its
wholly-owned subsidiary, Sparta, have been principally devoted to developing
business as an originator and indirect lender for retail installment loan and
lease financing for the purchase or lease of new and used motorcycles
(specifically 500cc and higher) and utility-oriented 4-stroke all terrain
vehicles (ATVs).

To date, the Company has generated no sales revenues, has incurred expenses and
has sustained losses. Consequently, its operations are subject to all the risks
inherent in the establishment of a new business enterprise. For the period from
October 1, 2001 (date of Sparta's inception) through April 30, 2004, the Company
has accumulated losses of $1,858,931.

Estimates
---------

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

Revenue Recognition
-------------------

For revenue from products and services, the Company recognizes revenue in
accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). SAB 101 requires that four basic criteria
must be met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred or services have been rendered;
(3) the selling price is fixed and determinable; and (4) collectibility is
reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered/services rendered and the collectibility of those amounts.
Provisions for discounts and rebates to customers, estimated returns and
allowances, and other adjustments are provided for in the same period the
related sales are recorded. The Company defers any revenue for which the product
has not been delivered or services has not been rendered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or services has been rendered or no refund will be
required.

                                       F-7

                                       26

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104, Revenue Recognition. The staff updated and revised the existing revenue
recognition in Topic 13, Revenue Recognition, to make its interpretive guidance
consistent with current accounting guidance, principally EITF Issue No. 00-21,
"Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates
portions of the Revenue Recognition in Financial Statements - Frequently Asked
Questions and Answers document that the SEC staff considered relevant and
rescinds the remainder. The Company's revenue recognition policies are
consistent with this guidance; therefore, this guidance will not have an
immediate impact on the Company's financial statements.

Cash Equivalents
----------------

For the purpose of the accompanying financial statements, all highly liquid
investments with a maturity of three months or less are considered to be cash
equivalents.

Marketable Securities
---------------------

The Company classifies its marketable securities as "available for sale"
securities which may be sold in response to changes in interest rates, liquidity
needs and for other purposes. Securities classified as "available for sale" are
carried in the financial statement at fair value. Realized gains and losses are
included in other income. Unrealized gains and losses are reported as a separate
component of stockholders' equity.

At April 30, 2004, marketable securities consist of:



                                                                  Fair Market
                                  Cost       Unrealized Gain        Value

       Equity securities        $  --                 $ --        $  --
       Mutual funds              13,379                            13,379
                                -------               ------      -------
       Total                    $13,379               $ --        $13,379
                                =======               ======      =======


At April 30, 2003, marketable securities balance was $0.

Income Taxes
------------

Deferred income taxes are provided using the asset and liability method for
financial reporting purposes in accordance with the provisions of Statements of
Financial Standards No. 109, "Accounting for Income Taxes". Under this method,
deferred tax assets and liabilities are recognized for temporary differences
between the tax bases of assets and liabilities and their carrying values for
financial reporting purposes and for operating loss and tax credit carry
forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be removed or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date. Temporary
differences between taxable income reported for financial reporting purposes and
income tax purposes are insignificant.

                                       F-8

                                       27

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

Impairment of Long-Lived Assets
-------------------------------

The Company has adopted Statement of Financial Accounting Standards No. 121
(SFAS 121). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. SFAS No. 121 also requires assets to be
disposed of be reported at the lower of the carrying amount or the fair value
less costs to sell.

Intangible Assets
-----------------

Organization costs have been expensed as incurred.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. At April 30, 2004 and 2003, the Company has $0, as
accumulated unrealized gain (loss) on marketable securities classified as held
for sale.

                                       F-9

                                       28

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

Segment Information
-------------------

The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131"). SFAS establishes standards for reporting information regarding operating
segments in annual financial statements and requires selected information for
those segments to be presented in interim financial reports issued to
stockholders. SFAS 131 also establishes standards for related disclosures about
products and services and geographic areas. Operating segments are identified as
components of an enterprise about which separate discrete financial information
is available for evaluation by the chief operating decision maker, or decision
making group, in making decisions how to allocate resources and assess
performance. The information disclosed herein, materially represents all of the
financial information related to the Company's principal operating segment.

Guaranteed Payments to the Members
----------------------------------

The Company has included compensation paid to Sparta's Managing Member as a
charge to operations. During the years ended April 30, 2004 and 2003, Sparta
paid $135,140 and $0, respectively, to the Company's Managing Member in the form
of compensation.

Stock Based Compensation
------------------------

In December 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation.

In addition, this statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Company has chosen to
continue to account for stock-based compensation using the intrinsic value
method prescribed in APB Opinion No. 25 and related interpretations.
Accordingly, compensation expense for stock options is measured as the excess,
if any, of the fair market value of the Company's stock at the date of the grant
over the exercise price of the related option. The Company has adopted the
annual disclosure provisions of SFAS No. 148 in its financial reports for the
period from January 1, 2003 through April 30, 2003 and will adopt the interim
disclosure provisions for its financial reports for the subsequent periods. The
Company does not have stock based awards of compensation to employees granted or
outstanding during the period from October 1, 2001 (date of inception) through
April 30, 2004.

Liquidity
---------

As shown in the accompanying financial statements, the Company incurred a net
loss of $(1,858,931) during the period October 1, 2001 (date of inception)
through April 30, 2004. The Company's current liabilities exceeded its current
assets by $80,254 as of April 30, 2004.

                                      F-10

                                       29

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk
-----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and trade receivables. The Company places its cash and temporary cash
investments with high credit quality institutions. At times, such investments
may be in excess of the FDIC insurance limit.

Research and Development
------------------------

Company-sponsored research and development costs related to both present and
future products will be expended in the period incurred.



Property and Equipments
-----------------------

Property and equipment are recorded at cost. Minor additions and renewals are
expensed in the year incurred. Major additions and renewals are capitalized and
depreciated over their estimated useful lives. Depreciation is calculated using
the straight-line method over the estimated useful lives. Estimated useful lives
of major depreciable assets are as follows:

       Leasehold improvements                       5 years
       Automobiles                                  5 years
       Furniture and equipment                      5 years
       Computer Equipment                           3 years


Advertising
-----------

The Company follows a policy of charging the costs of advertising to expenses
incurred. During the years ended April 30, 2004 and 2003, and the period October
1, 2001 (date if inception) through April 30, 2004, the Company incurred
advertising costs of $4,057 and $0, respectively.

Net Earnings (Losses) Per Common Share
--------------------------------------
The Company computes earnings per share under Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("SFAS 128"). Net earnings (losses) per
common share is computed by dividing net income (loss) by the weighted average
number of shares of common stock and dilutive common stock equivalents
outstanding during the year. Dilutive common stock equivalents consist of shares
issuable upon conversion of convertible preferred shares and the exercise of the
Company's stock options and warrants (calculated using the treasury stock
method).

Reclassifications
-----------------

Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported
losses.

                                      F-11

                                       30

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

New Accounting Pronouncements
-----------------------------

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88 AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial position.

                                      F-12

                                       31

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE B - BUSINESS COMBINATION AND CORPORATE RESTRUCTURE

On February 27, 2004, the Company entered into an Agreement of Plan and
Reorganization ("Agreement") with Sparta Commercial Services LLC ("Sparta"). In
accordance with SFAS No. 141, Sparta was the acquiring entity. While the
transaction is accounted for using the purchase method of accounting, in
substance the Agreement is a recapitalization of the Sparta's capital structure.

For accounting purposes, the Company accounted for the transaction as a reverse
acquisition and Sparta is the surviving entity. The total purchase price and
carrying value of net assets acquired was $61,187. The Company did not recognize
goodwill or any intangible assets in connection with the transaction. From April
1988 until the date of the Agreement, Tomahawk was an inactive corporation with
no significant assets and liabilities.

Effective with the Agreement, all previously outstanding membership interests
owned by the Sparta's members were exchanged for an aggregate of 143,362,772
shares of the Company's common stock. The value of the stock that was issued was
the historical cost of the Tomahawk's net tangible assets, which did not differ
materially from their fair value.

Subject to shareholder approval, Tomahawk is obligated to issue an additional
486,511,854 shares of its common stock to the Sparta's former members (see Note
E).

The total consideration paid was $61,187 and the significant components of the
transaction are as follows:



       Common stock retained                            $ 56,637
       Assets acquired                                     (594)
       Liabilities assumed                                 5,144
       Cash paid
                                                            --
                                                        --------
       Total consideration paid/organization cost       $ 61,187
                                                        ========


In accordance with SOP 98-5, the Company expensed $61,187 as organization costs.



NOTE C - PROPERTY AND EQUIPMENT

Major classes of property and equipment at April 30, 2004 and 2003 consist of
the followings:

                                                 2004      2003
                                               -------    ------
       Computer equipment                      $ 1,223    $ --
       Less: Accumulated Depreciation              (30)     --
                                               -------    ------
       Net Property and Equipment              $ 1,193    $ --
                                               =======    ======


Depreciation expense was $30 and $0 for the years ended April 30, 2004 and 2003,
respectively.

                                      F-13

                                       32

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE D - RELATED PARTY TRANSACTIONS

The Company entered into a licensing agreement relating to the use of a
proprietary operating system, with an entity controlled by the Company's
President and Chief Executive Officer. During the years ended April 30, 2004
and 2003, the Company charged to operations $300,000 in connection with the
licensing agreement. Also, in December 2003, Sparta issued 330,433 shares of its
membership interests to the entity valued at $330,433 which was charged to
operations in exchange for licensing the proprietary operating systems. At April
30, 2004, the balance outstanding on account of licensing agreement payable to
related party was $23,885. (see Note H)

During the years ended April 30, 2004 and 2003, the Company paid $135,140 and
$0, in exchange for services to the Company's President and Chief Executive
Officer. These amounts were charged to operations.

The Company leases office space from an entity controlled by the Company's
President and Chief Executive Officer (see Note H).

NOTE E - EQUITY INSTRUMENTS

The Company is authorized to issue 200,000,000 shares of common stock with
$0.001 par value per share. As of April 30, 2004, the Company has issued and
outstanding 56,637,228 shares of common stock.

In 2002, Sparta issued 5,100,000 shares to the founder members in exchange for
services relating to formation of the Sparta. The Company charged $250 to
expenses in relation to the issuance. The units of membership interest issued
was valued at approximately $0.00005 per share, which represents the fair value
of the units issued, which did not differ materially from the value of the
services rendered.

In March 2002, Sparta issued 50,000 shares of membership interest for cash
consideration of $50,000.

During the year ended April 30, 2003, Sparta issued for cash 115,000 shares of
membership interest for $115,000.

In June 2003, Sparta issued 448,000 shares of membership interest to various
consultants in exchange for services valued at $1 per share. The units of
membership interest issued was valued at approximately $1 per share, which
represents the fair value of the units issued, which did not differ materially
from the value of the services rendered.

During the year ended April 30, 2004, Sparta issued for cash 775,000 shares of
membership interest for $775,000.

In December 2003, Sparta issued 330,433 shares of membership interest for
licensing fees payable to a company controlled by principal members of Sparta.
The units of membership interest issued were valued at approximately $1 per
share, which represents the fair value of the units issued, which did not differ
materially from the value of the services rendered.

                                      F-14

                                       33

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE E - EQUITY INSTRUMENTS (Continued)

In February 2004, as per agreement of Plan and Reorganization ("Agreement") with
Sparta, all previously outstanding membership interests owned by the Sparta's
members were exchanged for an aggregate of 143,362,772 shares of the Tomahawk's
common stock. The value of the stock that was issued was the historical cost of
the Company's net tangible assets, which did not differ materially from their
fair value. Subject to shareholder approval regarding an increase in authorized
capital and/or a reverse split, the Company is obligated to issue an additional
486,511,854 shares of its common stock to the Sparta's former members. Also, as
per the Agreement, 56,637,617 shares of common stock were retained by the
stockholders of Tomahawk.

NOTE F - INCOME TAXES

Financial Accounting Standard No. 109 requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between financial statements and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse. Temporary differences between taxable income reported for financial
reporting purposes and income tax purposes are insignificant.

At April 30, 2004, the Company has available for federal income tax purposes a
net operating loss carryforward of approximately $300,000, expiring in the year
2024, that may be used to offset future taxable income. The Company has provided
a valuation reserve against the full amount of the net operating loss benefit,
since in the opinion of management based upon the earnings history of the
Company, it is more likely than not that the benefits will not be realized.
Also, due to change in the control after reverse acquisition of Sparta
Commercial Services, LLC, the Company's past accumulated losses to be carried
forward may be limited.

Components of deferred tax assets as of April 30, 2004 are as follows:



                Non current:
                Net operating loss carryforward                     $ 102,000
                Valuation allowance                                  (102,000)
                                                                    ---------
                Net deferred tax asset                              $    --
                                                                    =========





NOTE G - LOSSES PER COMMON SHARE

The following table presents the computation of basic and diluted loss per
share:

                                                        2004            2003
                                                        ----            ----

       Net loss available for common shareholders   $ (1,772,257)   $    (36,659)
                                                    ============    ============
       Basic and fully diluted loss per share       $      (0.01)   $      (0.00)
                                                    ============    ============
       Weighted average common shares outstanding    136,330,030     120,708,012


                                      F-15

                                       34

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003


NOTE H - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments
---------------------------

The Company sub-leases office space on a month to month basis under an informal
operating lease with an entity controlled by the Company's President and Chief
Executive Officer at amounts that approximate the underlying cost of the master
lease. During the years ended April 30, 2004 and 2003 and the period October 1,
2001 (date of inception) through April 30, 2004, the Company incurred rent
expense of $19,772, $0 and $19,772, respectively, under the lease agreement.
(see Note D)

Licensing Agreement
-------------------

The Company, through Sparta, entered into a licensing agreement relating to the
use of a proprietary operating system, with an entity controlled by the
Company's President and Chief Executive Officer. During the years ended April
30, 2004 and 2003, the Company charged to operations $300,000 in connection with
the licensing agreement. Also, in December 2003, Sparta issued 330,433 shares of
its membership interests valued at $330,433 which was charged to operations in
exchange for licensing the proprietary operating systems. At April 30, 2004, the
balance outstanding on account of licensing agreement payable to related party
was $23,885. (see Note D)

Services Agreement
------------------

In March 2004, the Company entered into a services agreement with an entity
controlled by the Company's President and Chief Executive Officer. For a period
of three years, related party is to provide personnel, computer equipment and
software, and facilities, in connection with Company's credit and underwriting
activities and use of the operating systems that the Company has licensed. In
return for such services, the Company agreed to pay $100,000 by March 1, 2005,
and for the time of the related party's personnel utilized at their salary rate.

NOTE I - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements during the period October 1, 2001 (date of inception)
through April 30, 2004, the Company incurred a loss of $1,858,931 and had no
revenue. These factors among others may indicate that the Company will be unable
to continue as a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop
profitable operations. Management is devoting substantially all of its efforts
to developing its business and raising capital and there can be no assurance
that the Company's efforts will be successful. However, the planned principal
operations have not commenced and no assurance can be given that management's
actions will result in profitable operations or the resolution of its liquidity
problems. The accompanying statements do not include any adjustments that might
result should the Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company's management is
actively pursing additional equity financing through discussions with investment
bankers and private investors. There can be no assurance the Company will be
successful in its effort to secure additional equity financing.

                                      F-16

                                       35

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




                            TOMAHAWK INDUSTRIES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003




NOTE J - SUBSEQUENT EVENTS

Subsequent to the date of the financial statements, the Company sold rights to
acquire securities of the Company to investors for aggregate gross proceeds of
$535,000. In the event that the Company conducts a private placement transaction
in 2004 utilizing a designated registered broker-dealer as a placement agent,
the rights will automatically convert into the securities sold in such private
placement at the private placement sale price. In the event that the Company
does not complete any of the aforementioned financing by the end of calendar
2004, the rights will automatically convert into common stock at a purchase
price of $0.0146 per share, or the purchase of an aggregate of 36,643,836
shares.

The Company has proposed the following actions, which have been approved by the
Company's shareholders::

     o    To amend its Articles of Incorporation to change its name to Sparta
          Commercial Services, Inc.;
     o    To amend its Articles of Incorporation, to increase authorized shares
          from 200,000,000 to 700,000,000, and subject to completion of stock
          split(s), to reduce authorized shares to 350,000,000, and designate
          10,000,000 of its authorized shares as preferred shares; and
     o    Effect a 1 for 200 reverse stock split of the outstanding shares
          followed by a forward split.

                                      F-17

                                       36

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ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE

Former Principal Accountant
---------------------------

On February 27, 2003, pursuant to an Agreement and Plan of Reorganization, we
acquired substantially all of the outstanding membership interests in Sparta
Commercial Services, LLC and issued shares representing approximately 91.75% of
the registrant, resulting in a change in control of our company.

On June 9, 2004, we notified S. W. Hatfield, CPA, our independent public
accountants, that we were terminating its services, effective as of that date.
Our decision to change its principal accountant was recommended and approved by
our Board of Directors.

The former principal accountants' report on our financial statements for the
years ended April 30, 2002 and 2003 (prior to our reverse acquisition of
Sparta), expressed substantial doubt with respect to our ability, at that time,
to continue as a going concern. The former principal accountants' reports on our
financial statements for the past two years did not contain an adverse opinion
or disclaimer of opinion, and were not modified as to uncertainty, audit scope,
or accounting principles, except as to going concern issues. Furthermore, during
such period, there were no disagreements with the former principal accountants
within the meaning of Instruction 4 to Item 304 of Regulation S-B under the
Securities Exchange Act of 1934 on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the former principal
accountants, would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement in connection with any report
they might have issued. We have authorized the former accountants to respond
fully to all inquires of the successor accountant concerning any matter.

New Principal Accountant
------------------------

On June 9, 2004, we engaged Russell Bedford Stefanou Mirchandani LLP as our
principal registered public accounting firm. Our Board of Directors approved the
selection of Russell Bedford Stefanou Mirchandani LLP as our principal
registered public accounting firm. We did not previously consult with Russell
Bedford Stefanou Mirchandani LLP regarding any matter, including but not limited
to:

     o    the application of accounting principles to a specified transaction,
          either completed or proposed; or
     o    the type of audit opinion that might be rendered on the Company's
          financial statements; or
     o    any matter that was either the subject matter of a disagreement (as
          defined in Item 304(a)(1)(iv) of Regulation S-B and the related
          instructions) or a reportable event (as defined in Item 304(a)(1)(v)
          of Regulation S-B).




ITEM 8A.   CONTROLS AND PROCEDURES

Based on a recent evaluation, as of the end of the period covered by this Annual
Report on Form 10-KSB, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures (as defined in the
Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective in timely alerting
them to material information relating to the Company (including its consolidated
subsidiaries) required to be included in periodic reports filed or submitted
under the Securities Exchange Act of 1934.

There were no changes in our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                                       37

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                                    PART III



ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



OUR MANAGEMENT

The persons listed in the table below are our present directors and executive
officers.

Name                     Age     Position
----                     ---     --------
Anthony L. Havens        50      Chief Executive Officer, President and Chairman
Daniel J. Lanjewar       40      Chief Financial Officer and Treasurer
Sandra L. Ahman          41      Vice President, Secretary and Director


None of our directors, officers, affiliates, or 5% beneficial owners known to us
are involved in any material proceeding adverse to Tomahawk or has a material
interest adverse to Tomahawk.

None of the our directors or officers are directors of another reporting
company.

MANAGEMENT PROFILE

Anthony L. Havens, Chief Executive Officer, President and Chairman. On February
27, 2004, Mr. Havens became the Chief Executive Officer, President and Chairman
of the Board of the Company. Mr. Havens has been the Managing Member and Chief
Executive Officer of Sparta Commercial Services, LLC since its inception in
2001. He is involved in all aspects of Sparta's operations, including providing
strategic direction, and developing sales and marketing strategies. From 1994 to
the present, Mr. Havens has been Chief Executive Officer and a director of
American Motorcycle Leasing Corp. He co-founded American Motorcycle Leasing
Corp. in 1994, and developed its operating platform and leasing program to
include a portfolio which includes both prime and sub-prime customers. Mr.
Havens has over 20 years of experience in finance and investment banking.

Daniel J. Lanjewar, Chief Financial Officer and Treasurer. Mr. Lanjewar has
served as our principal financial officer since July 6, 2004 and became our
Chief Financial Officer and Treasurer on August 2, 2004. From 2001 to June 2004,
Mr. Lanjewar had served as Chief Financial Officer for a diversified holding
company, G. Holdings Corp., where he had managed the accounting and operations
of various companies that develop and manage hotels and commercial and
residential buildings and an international wholesale company with offices in
four countries. From 1991 until 2001, Mr. Lanjewar had served initially as
Controller and then Chief Financial Officer for ACG Communications, Inc., a
marketing communications company owned by Havas Advertising. Prior to this, Mr.
Lanjewar was employed by Deloitte & Touche LLP and then by MasterCard
International, Inc. Mr. Lanjewar is a member of the American Institute of
Certified Public Accountants and currently serves as a volunteer for the
Valhalla Ambulance Corps. He graduated Fordham University with a BS in
Accounting.

Sandra L. Ahman, Vice President, Secretary and Director. On March 1, 2004,
Sandra Ahman became Vice President of Operations and Secretary of the Company,
and a Director on June 1, 2004. She has been a Vice President of Sparta
Commercial Services, LLC since formation. From 1994 to 2004, she was Vice
President of Operations of American Motorcycle Leasing Corp. Prior to joining
American Motorcycle Leasing Corp., Ms. Ahman was with Chatham Capital Partners,
Ltd. Before joining Chatham in 1993, she was Manager, Human Resources for Comart
and Aniforms, a sales promotion and marketing agency in New York, where she
worked from 1986 to 1993. For the past 10 years, Ms. Ahman has been an active
volunteer with The Children's Aid Society in New York City. She is the
Chairperson of its Associates Council, a membership of 500 committed volunteers.

                                       38

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BOARD OF DIRECTORS, COMMITTEES AND MEETING

Our directors are elected annually to serve for one year and hold office until
the next annual meeting of the shareholders and until their successors are
elected and qualified. Our Board of Directors may increase the size of the Board
of Directors. Any director who fills a position created by the Board of
Directors serves until the next annual meeting of the shareholders. Our officers
are elected by the Board of Directors at the first meeting after each annual
meeting of our shareholders, and hold office until their death, resignation or
removal from office.

During the fiscal year that ended on April 30, 2004, the Board of Directors held
one meeting, attended or participated in by all of the directors. Other matters
were undertaken by written consent by the Board of Directors.

The Board of Directors does not currently maintain an audit, nominating or
compensation committee, or similar committees, of the Board of Directors. We
plan to appoint an audit, nominating and compensation committee in the near
future.

The Board of Directors is responsible for matters typically performed by an
audit committee. We do not have a separate audit committee, or any other
committee, of the Board of Directors. No person serving on our Board of
Directors qualifies as a financial expert. We seek to attract persons with
financial experience to serve on our Board of Directors and we intend to form an
audit committee of the Board of Directors during our fiscal year 2005.

CONFLICTS OF INTEREST

Certain management employees of our company have worked for American Motorcycle
and Leasing Corp. and will continue to do so on a limited basis for the near
future as we transition from a development stage company and commence active
operations. While our business plans differ from those of American Motorcycle
and Leasing Corp., we operate in the same industry as American Motorcycle and
Leasing Corp. Mr. Havens is an officer, director and significant equity owner of
American Motorcycle and Leasing Corporation. Pursuant to a license agreement
between Sparta Commercial Services and American Motorcycle and Leasing Corp.,
Sparta Commercial Services issued 330,433 membership interests to American
Motorcycle and Leasing Corp., which will be exchanged for 34,256,941 shares of
our common stock after we increase our authorized capital. Officers and
directors of Sparta who are also shareholders of American Motorcycle and Leasing
Corp. disclaim ownership of, and entitled to, any of those shares. Issues could
arise with respect to the taking of corporate opportunities of each other. Any
competition with American Motorcycle and Leasing Corp. could adversely affect
our business, operating results and financial condition. Accordingly, we may be
subject to legal proceedings and claims, including claims of alleged
infringement of the intellectual property, competition, conflict of interest,
and other business governance related claims. Such claims, even if not
meritorious, could result in the expenditure of significant financial and
managerial resources.

CODE OF ETHICS

We have not yet adopted a code of ethics applicable to our directors, officers
and employees. However, we expect to adopt a code of ethics during our fiscal
year 2005.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the SEC initial reports of beneficial ownership and reports
of changes in beneficial ownership of our common stock. Such persons are also
required by SEC regulations to furnish us with copies of all such Section 16(a)
forms they file. Based solely on a review of the copies of such reports
furnished to us, we are not aware of any material delinquencies in the filing of
such reports, except that we are not aware of any filings by any person,
including former officers and directors, reporting the termination of such
person's status as an officer, director, or ten percent shareholder as a
consequence of our acquisition of Sparta on February 27, 2004.

                                       39

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ITEM 10.   EXECUTIVE COMPENSATION

Prior to February 27, 2004, management spent less than five hours per month on
company matters. Accordingly, no officer or director received any compensation
other than reimbursement for out-of-pocket expenses incurred on behalf of
Tomahawk, and no cash compensation, deferred compensation, employee stock
options, or long-term incentive plan awards were issued or granted to our
management through February 27, 2004.



SUMMARY COMPENSATION TABLE

The table below sets forth information concerning the annual and long-term
compensation during our last three fiscal years of our Chief Executive Officer
and all of our other officers ("Named Executive Officers").

---------------------------------   ----------------------   ----------------   -------------
                                                                 Long Term
                                                               Compensation
                                     Annual Compensation          Awards
                                                                Securities       All Other
Name and Principal Position         Year   Salary    Bonus      Underlying      Compensation
                                                             Options/SARS (#)
---------------------------------   ----   -------   -----   ----------------   -------------
Anthony L. Havens (1)               2004   $36,000      $0                  0              $0
 Chief Executive Officer,
 President, and Director
Sandra L. Ahmen (2)                 2004        $0      $0                  0              $0
 Vice President and Secretary
Glenn Little (3)                    2004        $0      $0                  0              $0
 Former President and Director      2003        $0      $0                  0              $0
                                    2002        $0      $0                  0              $0
Matthew Blair (3)                   2004        $0      $0                  0              $0
 Former Secretary, Treasurer, and   2003        $0      $0                  0              $0
 Director                           2002        $0      $0                  0              $0
---------------------------------   ----   -------   -----   ----------------   -------------


(1)  Became an officer on February 27, 2004. His reported fiscal year 2004
     compensation covers the period February 27, 2004 through April 30, 2004.
(2)  Became an officer on March 1, 2004. Her reported fiscal year 2004
     compensation covers the period March 1, 2004 through April 30, 2004.
(3)  Resigned, effective February 27, 2004.


STOCK OPTION INFORMATION

No employee stock options or long-term incentive plan awards were issued or
granted to management during the year ended April 30, 2004.

During our fiscal year 2005, we intend to implement an employee stock incentive
plan, whereby we may issue shares of common stock and stock options to our
employees and consultants. We intend for the plan to cover the issuance of an
amount equal to up to approximately 10% of our outstanding shares of common
stock.

OPTION EXERCISES IN FISCAL 2004 AND YEAR END OPTION VALUES

No options to purchase common stock have been exercised during the year ended
April 30, 2004.

                                       40

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




DIRECTOR COMPENSATION

Directors have not been compensated for their services on the Board of
Directors. We may, in the future, establish a compensation plan for our
independent directors.

MANAGEMENT EMPLOYMENT AGREEMENTS

Through the year ended April 30, 2004, we did not have any employment agreement
with our executive officers.

We reserve the right to enter into written employment agreements with our
executive officers and other employees for their services at competitive
compensation rates, including bonuses and other benefits, including issuance of
stock options, as may be determined by the Board of Directors.

Employment Agreement with CEO
-----------------------------

We entered into an employment agreement, dated as of July 12, 2004, with Anthony
L. Havens who serves as our Chief Executive Officer. The employment is for a
term of five years. The employment term is to be automatically extended for one
five-year period, and additional one-year periods, unless written notice is
given three months prior to the expiration of any such term that the term will
not be extended. His base salary is at an annual rate of $280,000. He is
entitled to defer a portion of his base salary each year. He is entitled to
annual increases in his base salary and other compensation as may be determined
by the Board of Directors. He is entitled to a $1,000,000 term insurance policy.
He is entitled to six weeks of paid vacation per year, and health insurance,
short term and long term disability insurance, retirement benefits, fringe
benefits, and other employee benefits on the same basis as is generally made
available to other senior executives. He is entitled to reimbursement of
reasonable business expenses incurred by him in accordance with company
policies. If terminated, he is entitled to three months of severance for up to
six months of service for each year of employment, plus full participation in
all standard employee benefits during the period of severance payments. The
employment agreement provides for termination for cause. If he resigns for good
reason or is terminated without cause within twelve months after a change in
control, he is entitled to receive an additional lump sum payment equal to the
greater of the severance payment or the balance of his base salary for the
remaining employment term, continued coverage under any welfare benefits plans
for two years, and full vesting of any account balance under a 401(k) plan. For
purposes of the employment agreement, a change in control refers to:

     o    a change in voting power, due to a person becoming the beneficial
          owner of 50% or more of the voting power of our securities and our
          largest shareholder;
     o    during any period of two consecutive years, individuals who at the
          beginning of such period constitute the Board of Directors, including
          later approved directors, ceasing to consisted a majority of the Board
          of Directors;
     o    a merger, consolidation or sale of our company with a third party,
          after which our shareholders do not own more than 50% of the voting
          power; or
     o    a sale of all or substantially all of our assets to a third party.

If we elect not to renew the employment agreement, he shall be entitled to
receive severance equal to thirty months of his base salary plus standard
employment benefits. If we fail to fully perform all or any portion of our
post-termination obligations, we are be obligated to pay to him an amount equal
to five times the value of the unperformed obligation.

                                       41

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




Employment Agreement with CFO
-----------------------------

On August 2, 2004, we entered into an employment agreement with Daniel J.
Lanjewar who serves as our Chief Financial Officer pursuant to a two-year
employment agreement. The employment term is to be automatically extended for
one two-year period, and additional one-year periods, unless written notice is
given three months prior to the expiration of any such term that the term will
not be extended. His base salary is at an annual rate of $140,000. He is
entitled to annual increases in his base salary and other compensation as may be
determined by the Board of Directors. He is entitled to a grant of 4,545,455
shares of our common stock. The grant of shares is subject to vesting and
subject to continued employment. Twenty percent of the shares shall vest on
January 1, 2005, and the reminder of the shares are to vest in equal portions on
July 1, 2005, July 1, 2006, July 1, 2007, and July 1, 2008, subject to
proportionate adjustment in the event of employment termination for any
incomplete vesting period. He is entitled to four weeks of paid vacation per
year, and health insurance, short term and long term disability insurance,
retirement benefits, fringe benefits, and other employee benefits on the same
basis as is made generally available to other senior executives. He is entitled
to reimbursement of reasonable business expenses incurred by him in accordance
with company policies. If terminated, he is entitled to severance, based on his
base salary, as follows: three months of severance for up to six months of
service, six months of severance if terminated during the seventh through the
twelfth month of service, and one year of severance if terminated after one year
or more of service. The employment agreement provides for termination for cause.
If he resigns for good reason or is terminated without cause within twelve
months after a change in control, he is entitled to receive an additional lump
sum payment equal to the greater of the severance payment or the balance of his
base salary for the remaining employment term, continued coverage under any
welfare benefits plans for one year, and full vesting of any account balance
under a 401(k) plan. For purposes of the employment agreement, a change in
control refers to:

     o    a change in voting power, due to a person becoming the beneficial
          owner of 50% or more of the voting power of our securities and our
          largest shareholder;
     o    during any period of two consecutive years, individuals who at the
          beginning of such period constitute the Board of Directors, including
          later approved directors, ceasing to consisted a majority of the Board
          of Directors;
     o    a merger, consolidation or sale of our company with a third party,
          after which our shareholders do not own more than 50% of the voting
          power; or
     o    a sale of all or substantially all of our assets to a third party.

If we elect not to renew the employment agreement during the first two years, he
shall be entitled to receive severance equal to six months of his base salary,
and up to twelve months of severance depending on the number of years served.

                                       42

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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the number of shares of the
common stock beneficially owned as of August 13, 2004, by each person who is
known by us to beneficially own 5% or more of our common stock, each of our
directors and executive officers, and all of our directors and executive
officers as a group.

All persons named in the table have the sole voting and dispositive power with
respect to common stock beneficially owned. The information was determined in
accordance with Rule 13(d)-3 under the Securities Exchange Act of 1934, and is
based upon the information provided by the persons listed below.

Beneficial ownership of shares of common stock after giving effect to shares
acquirable within 60 days are listed separately.



--------------------------------   --------------------   --------   ------------------------   --------
Name                               Amount and Nature of   Percent    Amount and Nature of       Percent
                                   Beneficial Ownership   of Class   Beneficial Ownership       of Class
                                   (1)(2)                 (1)(2)     (Giving effect to shares   (1)(3)
                                                                     issuable to Sparta
                                                                     members and pursuant
                                                                     to other right)(1)(3)
--------------------------------   --------------------   --------   ------------------------   --------

Anthony Havens,                              60,057,309        30%                263,866,095        36%
 President and Director (1)(4)
Daniel J. Lanjewar (6)                                0         0%                  4,545,455         1%
Kristian Srb (1)(5)                          60,171,111        30%                264,366,095        36%
Sandra L. Ahman,                              1,057,663       0.5%                  4,646,919         1%
 Vice President and Director (1)
Glenn A. Little                              40,000,000        20%                 40,000,000         6%
 211 West Wall Street
 Midland, Texas 79701
All Directors and                            61,114,972        31%                273,058,469        38%
 Executive Officers (3 persons)
--------------------------------   --------------------   --------   ------------------------   --------


(1)  On February 27, 2004, the Company acquired all of the outstanding
     membership interests in Sparta in exchange for 629,874,626 shares of the
     common stock of the Company. As of February 27, 2004, the Company had an
     authorized capital of 200,000,000 shares and 56,637,228 shares issued and
     outstanding, and issued the remaining 143,362,772 shares to Sparta members;
     accordingly, the balance of the 486,511,854 shares due to Sparta members
     will be issued upon completion of an increase in the Company's authorized
     capital, or, upon completion of a reverse split of the outstanding shares.
(2)  Assumes 200,000,000 shares outstanding as of July 1, 2004.
(3)  Assumes 727,701,145 shares outstanding, after giving effect to the increase
     in authorized capital and the issuance of shares to Sparta members, and
     after giving effect to an estimated 36,643,836 shares issuable pursuant to
     other rights and 4,545,455 shares subject to vesting issuable pursuant to
     an employment agreement.
(4)  Havens' minor son owns 113,803 shares (totalling 500,000 shares after full
     issuance to Sparta members) of the Company in a trust account. Havens is
     not the trustee for his son's trust account, and does not have direct
     voting control of such shares. For purposes of this statement, Havens' is
     not reported as having the sole or shared power to vote or direct the vote
     of such shares. For purposes of this statement, Havens disclaims beneficial
     ownership of such shares held in his son's trust account.
(5)  Includes 113,803 shares (equally 500,000 shares after full issuance to
     Sparta members) held by Srb's minor daughter, for which Srb may be deemed
     to have beneficial ownership of such shares.
(6)  Refers to common stock grant of 4,545,455 shares, subject to vesting,
     pursuant to an employment agreement.

Except as otherwise set forth below, the business address of each of the persons
listed below is c/o the Company, 240 West 35th Street, Suite 402, New York, NY
10001.

                                       43

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

                                        Number of securities to    Weighted average
                                        be issued upon exercise    exercise price of      Number of securities
                                        of outstanding options,  outstanding options,   remaining available for
            Plan category                 warrants and rights     warrants and rights       future issuance
            -------------                 -------------------     -------------------       ---------------

Equity compensation plans approved by                  0                    N/a                      N/a
securities holders

Equity compensation plans not                          0                    N/a                      N/a
approved by security holders

Total                                                  0                    N/a                      N/a




CHANGES IN CONTROL

We do not have any arrangements that may result in a change in control.


                                       44

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ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 27, 2004, pursuant to an Agreement and Plan of Reorganization with
Sparta Commercial Services, LLC and its members, we acquired all of the
membership interests of Sparta in exchange for the agreement for the issuance of
629,874,626 shares of our common stock. At February 26, 2004, we had an
authorized capital of 200,000,000 shares and 56,637,228 shares issued and
outstanding, and we issued the remaining balance of authorized capital of
143,362,772 shares to Sparta members; accordingly, the remaining unissued
balance of 486,511,854 shares due to the Sparta members will be issued upon
completion of an increase in our authorized capital or completion of a reverse
split of the outstanding shares on a post-split adjusted basis. The shares
issued and issuable to the Sparta members would constitute, when fully issued,
approximately 91.75% percent of our outstanding shares. Pursuant to the
acquisition, all of our former directors and officers resigned, and nominated
Anthony Havens, the designee of Sparta, as the officer and director. Present
officers of the company, Anthony Havens and Sandra Ahman, acquired their
respective ownership interest in our common stock pursuant to their exchange of
membership interests of Sparta. Glenn A. Little, the former principal
stockholder of the company, prior to the completion of acquisition owned
40,000,000 shares, or 71%, of our then issued and outstanding shares of common
stock. Sparta also entered into a consulting agreement for business and
financial services with Glenn A. Little. The agreement is for a term of one
year. Mr. Little received a fee of $100,000 pursuant to the consulting
agreement.

We entered into a license agreement, dated as of June 1, 2002, and as amended on
December 3, 2003, with American Motorcycle Leasing Corp. Under the agreement, we
have a non-exclusive, perpetual right to use American Motorcycle Leasing Corp.'s
proprietary operating systems related to consumer credit underwriting
procedures, vehicle and vehicle lease value evaluation methods, rental stream
collection and insurance tracking policies and procedures. The license fee
consisted of $300,000 and 330,433 membership interests of Sparta Commercial
Services, LLC, which will be exchanged for 34,256,941 shares of Tomahawk upon an
increase in our authorized capital.

We entered into a services agreement, dated as of March 1, 2004, with American
Motorcycle Leasing Corp. For a period of three years, American Motorcycle
Leasing Corp. is to provide personnel, computer equipment and software, and
facilities, in connection with our credit and underwriting activities and our
use of the operating systems that we had licensed from American Motorcycle
Leasing Corp. In return for such services, we agreed to pay $100,000 by March 1,
2005, and for the time of the personnel utilized at their salary rate at
American Motorcycle Leasing Corp.

On August 2, 2004, we agreed to grant Daniel J. Lanjewar, our Chief Financial
Office, pursuant to an employment agreement, 4,545,455 shares of our common
stock. The grant of shares is subject to vesting and subject to continued
employment. Twenty percent of the shares shall vest on January 1, 2005, and the
reminder of the shares are to vest in equal portions on July 1, 2005, July 1,
2006, July 1, 2007, and July 1, 2008, subject to proportionate adjustment in the
event of employment termination for any incomplete vesting period.

                                       45

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ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K



EXHIBITS

Exhibits required to be filed by Item 601 of Regulation S-B are included as
exhibits to this Report, as follows:

Exhibit    Description
-------    -----------
2*         Agreement and Plan of Reorganization, dated as of February 27, 2004
3(i)(1)*   Articles of Incorporation of Tomahawk Oil and Minerals, Inc.
3(i)(2)*   Certificate of Amendment of Articles of Incorporation
3(ii)(1)*  By-laws
3(ii)(2)*  By-laws Resolution
4*         Form of Company 2004 Stock Incentive Compensation Plan
10.1*      Service Agreement with American Motorcycle Leasing Corp.
10.2*      License Agreement with American Motorcycle Leasing Corp.
10.3*      Amended License Agreement with American Motorcycle Leasing Corp.
10.4*      Form of Employment Agreement with Anthony Havens
10.5*      Employment Agreement with Danny Lanjewar
10.6*      Consulting Agreement with Glenn Little
11*        Statement Concerning Computation of Per Share Earnings is
           hereby incorporated by reference to "Financial Statements" of
           Part II - Item 7, contained in this Form 10-KSB.
21*        List of Subsidiaries
31.1*      Certification of Chief Executive Officer Pursuant to Securities
           Exchange Act Rule 13a-14(a)/15d-14(a)
31.2*      Certification of Chief Financial Officer Pursuant to Securities
           Exchange Act Rule 13a-14(a)/15d-14(a)
32.1*      Certification of Chief Executive Officer Pursuant to Securities
           Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350
32.2*      Certification of Chief Financial Officer Pursuant to Securities
           Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350
---------

*    Filed herewith.


REPORT ON FORM 8-K

On March 1, 2004, we filed a report on Form 8-K reporting the reverse
acquisition of Sparta Commercial Services, LLC under Items 1 and 2, and
reporting the resignation of our former directors and officer in connection with
the reverse acquisition under Item 6.

On June 9, 2004, we filed a report on Form 8-K reporting under Item 4 a change
in our certifying accountant.

On June 15, 2004, we filed a report on Form 8-K/A supplementing our report on
Form 8-K filed on March 1, 2004, by reporting under Item 7 the financial
information in connection with the reverse acquisition of Sparta Commercial
Services, LLC.

                                       46

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees
----------

Fees for audit services provided by our principal accountant during the years
ended April 30, 2003 and 2004 were $7,500 and $7,500, respectively. Audit
services consisted primarily of the annual audits, review of our financial
statements, and services that are normally provided by our accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years.

Audit-Related Fees
------------------

There were no fees billed for services reasonably related to the performance of
the audit or review of our financial statements outside of those fees disclosed
above under the caption Audit Fees for fiscal years ended April 30, 2003 and
2004.

Tax Fees
--------

Fees for tax services provided by our principal accountant during the years
ended April 30, 2003 and 2004 were $2,500 and $2,500, respectively. Tax services
related primarily to the preparation of company tax filings with regulatory
agencies.

All Other Fees
--------------

There were no other fees billed for services.

Audit Committee Procedure
-------------------------

The Board of Directors is responsible for matters typically performed by an
audit committee. We do not presently have a separate audit committee of the
Board of Directors. The Board of Directors considered whether, and determined
that, the auditor's provision of non-audit services was compatible with
maintaining the auditor's independence. All of the services described above for
fiscal years ended April 30, 2003 and 2004 were approved by the Board of
Directors. We intend to continue using our principal registered public
accounting firm, solely for audit and audit- related services, tax consultation
and tax compliance services, and, as needed, for due diligence in acquisitions
and similar transactions.

Pre-Approval Policies and Procedures
------------------------------------

The Board of Directors approved all of the services described above, and all
fees paid. The Board of Directors did not have pre-approval policies and
procedures in place during our fiscal years ended April 30, 2003 and 2004. In
fiscal year 2005, we intend to implement a policy whereby, we will, prior to
engaging our accountants to perform a particular service, obtain an estimate for
the service to be performed and begin pre-approving all services.

                                       47

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








                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                              TOMAHAWK INDUSTRIES, INC.

                                              By: /s/ Anthony L. Havens
                                                 ----------------------------
                                                  Anthony L. Havens
                                                  Chief Executive Officer

                                              Date: August 13, 2004


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated and on the dates indicated:


Date: August 13, 2004                         By: /s/ Anthony L. Havens
                                                 ----------------------------
                                                  Anthony L. Havens
                                                  Chief Executive Officer, and
                                                  Chairman of the Board

Date: August 13, 2004                         By: /s/ Daniel J. Lanjewar
                                                 ----------------------------
                                                  Daniel J. Lanjewar
                                                  Chief Financial Officer

Date: August 13, 2004                         By: /s/ Sandra L. Ahman
                                                 -------------------------
                                                  Sandra L. Ahman
                                                  Vice President and Director


                                       48

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



                                                                       EXHIBIT 2

                      AGREEMENT AND PLAN OF REORGANIZATION



     THIS AGREEMENT (the "Plan") effective as of the 27th day of February, 2004,
between Tomahawk Industries, Inc., a Nevada corporation ("Tomahawk"); Glenn A.
Little, a principal stockholder of Tomahawk ("Tomahawk Stockholder"); Sparta
Commercial Services, LLC, a Delaware limited liability company ("Sparta"); and
all of the members of Sparta (the "Sparta Members") by the Managing Member of
Sparta as their authorized agent;

                              W I T N E S S E T H :

     Tomahawk wishes to acquire and the Sparta Members wish to exchange
substantially all of the outstanding membership interests of Sparta for the
common stock of Tomahawk in a transaction, if applicable, qualifying as a
tax-free exchange pursuant to Section 368(a) of the Internal Revenue Code of
1986, as amended; and

     NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, IT IS AGREED:

Section 1.  Exchange of Stock

     1.1 Number of Shares. The Sparta Members agree to transfer to Tomahawk at
the closing (the "Closing") substantially all of the outstanding membership
interests of Sparta and the outstanding rights accompanying any outstanding
membership interests, which are listed in Schedule 4.3 hereof attached hereto
and incorporated herein by reference (the "Sparta Shares"), in exchange for
629,874,626 shares (which represents 5,726,133 post reverse split shares
assuming effectuation of a contemplated 1 for 110 reverse stock split as
provided for in Section 1.7) of the "unregistered" and "restricted" common
voting stock of Tomahawk (the "Tomahawk Shares"), such that immediately
following the Closing, the Sparta Members shall own shares representing
approximately 91.75% of the then-outstanding equity of Tomahawk, fully diluted.
There shall be no shares, options, warrants or rights of any kind to Tomahawk
shares outstanding immediately prior to closing other than the securities
represented to be outstanding in Section 3.2.

     The Tomahawk Shares to be delivered to the Sparta Members pursuant to this
Agreement have not been, and are not, registered under the Securities Act of
1933, as amended (the "1933 Act"), and, accordingly, such stock is not fully
transferable except as permitted under various exemptions contained in the 1933
Act, and the rules of the Securities and Exchange Commission interpreting the
1933 Act. The provisions contained in this paragraph are intended to ensure
compliance with the 1933 Act. The certificates evidencing the Tomahawk Shares
the Sparta Members will receive shall contain substantially the following
legend:

                                        1




                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
                  SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
                  SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR
                  AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY
                  ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
                  UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
                  ACT.

     1.2 Delivery of Certificates. Upon the Closing, Tomahawk shall cause to be
delivered by its transfer agent common stock certificate(s) for the Tomahawk
Shares out of its authorized but unissued common stock to the Sparta Members.
The Tomahawk Shares shall be broken down into individual names and amounts as
requested in writing by the Managing Member of Sparta as authorized agent for
the Sparta Members, and when issued, such shares to be fully paid and
nonassessable.

     The transfer of the Sparta Shares by the Sparta Members shall be effected
by the delivery to Tomahawk at the Closing of a securities certificate
representing the outstanding membership interests. Sparta shall render null any
outstanding and issued securities certificates for Sparta membership interests
at Closing; alternatively, to the extent any securities certificates for Sparta
membership interests are outstanding, Sparta may cause such certificates to be
duly endorsed to Tomahawk.

     1.3 Further Assurances. At the Closing and from time to time thereafter,
the Sparta Members shall execute such additional instruments and take such other
action as Tomahawk may reasonably request in order to exchange and transfer
clear title and ownership in the Sparta Shares to Tomahawk.

     1.4 Resignation of Present Directors and Executive Officers and Designation
of New Directors and Executive Officers. On Closing, the present directors and
executive officers of Tomahawk shall resign and designate the directors and
executive officers nominated by Sparta to serve in their place and stead, until
the next respective annual meetings of the stockholders and Board of Directors
of Tomahawk, and until their respective successors shall be elected and
qualified or until their respective prior resignations or terminations.

     1.5 Assets and Liabilities of Tomahawk at Closing. At Closing, Tomahawk
shall have no material assets and shall have no liabilities except as provided
for in Section 3.4, and Tomahawk Stockholder shall indemnify and hold Sparta and
the Sparta Members harmless from any past liabilities that may be discovered. A
Letter of Indemnification is attached hereto as Exhibit A and incorporated
herein by reference.

                                        2



     1.6 Name Change. Following the Closing, Tomahawk intends to change the name
of Tomahawk to "Sparta Commercial Services, Inc." or such other name as may be
designated in writing by Sparta, subject, however, to the approval, if required,
of the required number of shares of the outstanding voting securities of
Tomahawk entitled to vote in accordance with the Nevada Revised Business
Corporation Act.

     1.7 Stock Split; Increase in Authorized Capital. At Closing, Tomahawk shall
adopt resolutions to effect a reverse stock split of its outstanding common
stock, at the rate of 1 for 110 or at such other ratio as selected by Sparta,
and/or to increase its authorized capital by an additional 700,000,000 shares or
such amount as selected by Sparta, and, if required under Nevada corporations
laws, obtain the required number of shares of the outstanding voting securities
of Tomahawk entitled to vote in accordance with the Nevada Revised Business
Corporation Act and, if required, amend its Articles of Incorporation.

     1.8 Change of Domicile. Following the Closing, Tomahawk may change its
domicile, as selected by Sparta and the Sparta Members, subject, however, to the
approval, if required, of the required number of shares of the outstanding
voting securities of Tomahawk entitled to vote in accordance with the Nevada
Revised Business Corporation Act.

     1.9 Sale by Tomahawk Stockholder. The Tomahawk Stockholder may not sell,
transfer or otherwise dispose of (referred herein as a "Sale") its currently
held shares of common stock in Tomahawk, except in accordance with and subject
to applicable securities laws, including Rule 144 and except as provided for in
this Section 1.9: no Sale of more than 1,650,000 (such number is subject to
adjustment on a proportionate basis for all stock splits, and similar
adjustments affecting all shareholders of Tomahawk, effected by Tomahawk) of its
currently held shares during any 30 day period.

     1.10 Opinion of Counsel of Tomahawk. Sparta and the Sparta Members shall
have received an opinion of counsel for Tomahawk, dated as of the Closing, to
the effect that (1) the representations of Sections 3.1 and 3.2 are correct; (2)
except as specified in the opinion, counsel knows of no inaccuracy in the
representations in Sections 3.4, 3.5, 3.6 and 3.7; and (3) the shares of
Tomahawk to be issued to the Sparta Members under this Plan will, when so
issued, be validly issued, fully paid and non-assessable.

Section 2.  Closing

     The Closing contemplated by Section 1.1 shall be held at the offices of Law
Offices of Dan Brecher, 99 Park Avenue, 16th Floor, New York, New York 10016, on
or before February 27, 2004, unless another place or time is agreed upon in
writing by the parties. The Closing may be accomplished by wire, express mail or
other courier service, conference telephone communications or as otherwise
agreed by the respective parties or their duly authorized representatives.

                                        3




Section 3.  Representations and Warranties of Tomahawk and Tomahawk Stockholder.

     Tomahawk and Tomahawk Stockholder represent and warrant to, and covenant
with, the Sparta Members and Sparta as follows:

     3.1 Corporate Status. Tomahawk is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary (which Tomahawk represents to be Nevada
only). Tomahawk is a publicly held company, having previously and lawfully
offered and sold a portion of its securities in accordance with applicable
federal and state securities laws, rules and regulations. Tomahawk is a
"reporting issuer," as that term is defined under the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder by the
Securities and Exchange Commission. Tomahawk is "current" in the filing of all
reports required to be filed by it under the Securities Exchange Act of 1934, as
amended; and such reports are true and correct in every material respect.

     There is presently no public market for the securities of Tomahawk other
than its common stock which is listed on the OTC Bulletin Board under the symbol
"TMHK."

     3.2 Capitalization. The authorized capital stock of Tomahawk consists of
200,000,000 shares of common stock, par value $0.001, of which 56,637,228 shares
are issued and outstanding all fully paid and non-assessable. There are no
outstanding preferred stock, options, warrants, calls or other securities
pursuant to which any person has the right to purchase any authorized and
unissued common stock or other securities of Tomahawk. No shareholder of
Tomahawk has preemptive rights to acquire additional shares.

     3.3 Financial Statements. The financial statements of Tomahawk consisting
of audited financial statements for the years ended April 30, 2003 and 2002,
included in its Form 10-KSB, incorporated herein by reference, and unaudited
financial statements for the interim periods ended July 31, 2003, October 31,
2003 and January 31, 2004, included in its Form 10-QSB filings, are correct and
fairly present the financial condition of Tomahawk at such dates and for the
periods involved. Such financial statements were prepared in accordance with
generally accepted accounting principles consistently applied. Such financial
statements do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.

                                        4



     3.4 Undisclosed Liabilities. Tomahawk has no undisclosed liabilities of any
nature, whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due. Tomahawk has had
no operations, as noted in financial statements, and, as of this date has, and
as of the date of Closing shall have, no debts or other obligations, including,
but not limited to, taxes, transfer agent fees, attorneys' fees, accounting
fees, rent, wages, printing or mailing costs, insurance or any other claims or
liabilities, whether disclosed or undisclosed, other than in an amount of up to
$1,000 in total as to all such liabilities. Tomahawk Stockholder shall indemnify
and hold Tomahawk, the Sparta Members and Sparta harmless from and against such
undisclosed liabilities in accordance with Exhibit A.

     3.5 Interim Changes. Since the filing of the Form 10-QSB for the period
ended January 31, 2004, there have been no (1) changes in financial condition,
assets, liabilities or business of Tomahawk; (2) damages, destruction or losses
of or to property of Tomahawk, payments of any dividend or other distribution in
respect of any class of stock of Tomahawk, or any direct or indirect redemption,
purchase or other acquisition of any class of any such stock; or (3) obligations
of any kind incurred as to anyone, including, but not limited to compensation,
retirement benefits or other commitments to employees.

     3.6 Title to Property. Tomahawk has good and marketable title to all
properties and assets, real and personal, reflected in its balance sheets, and
the properties and assets of Tomahawk are subject to no mortgage, pledge, lien
or encumbrance, and no default exists.

     3.7 Litigation. There is no litigation or proceeding pending, or to the
knowledge of Tomahawk, threatened, against or relating to Tomahawk, its
properties or business. Further, no officer, director or person who may be
deemed to be an affiliate of Tomahawk is party to any material legal proceeding
which could have an adverse affect on Tomahawk (financial or otherwise), and
none is party to any action or proceeding wherein any has an interest adverse to
Tomahawk.

     3.8 Books and Records. From the date of this Plan to the Closing, Tomahawk
will (1) give to the Sparta Members and Sparta or their respective
representatives full access during normal business hours to all of its offices,
books, records, contracts and other corporate documents and properties so that
the Sparta Members and Sparta or their respective representatives may inspect
and audit them; and (2) furnish such information concerning the properties and
affairs of Tomahawk as the Sparta Members and Sparta or their respective
representatives may reasonably request.

     3.9 Tax Returns. Tomahawk has filed all federal and state income or
franchise tax returns required to be filed or has received currently effective
extensions of the required filing dates.

                                        5




     3.10 Confidentiality. Until the Closing (and thereafter if there is no
Closing), Tomahawk and its representatives will keep confidential any
information which they obtain from the Sparta Members or from Sparta concerning
the properties, assets and business of Sparta. If the transactions contemplated
by this Plan are not consummated by the Closing Date, Tomahawk will return to
Sparta all written matter with respect to Sparta obtained by Tomahawk in
connection with the negotiation or consummation of this Plan.

     3.11 Investment Intent. Tomahawk is acquiring the Sparta Shares to be
transferred to it under this Plan for investment and not with a view to the sale
or distribution thereof, and Tomahawk has no commitment or present intention to
liquidate Sparta or to sell or otherwise dispose of the Sparta Shares.

     3.12 Due Authorization. Execution of this Plan and performance by Tomahawk
hereunder have been duly authorized by all requisite corporate action on the
part of Tomahawk, and this Plan constitutes a valid and binding obligation of
Tomahawk and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of
Tomahawk.

     3.13 Corporate Authority. Tomahawk has full corporate power and authority
to enter into this Plan and to carry out its obligations hereunder and will
deliver to the Sparta Members and Sparta or their respective representatives at
the Closing certified copies of resolutions of its Board of Directors
authorizing execution of this Plan by its officers and performance thereunder,
and the sole director adopting and delivering such resolutions is the duly
elected and incumbent director of Tomahawk.

     3.14 Environmental Matters. Tomahawk has no knowledge of any assertion by
any governmental agency or other regulatory authority of any environmental lien,
action or proceeding, or of any cause for any such lien, action or proceeding
related to the business operations of Tomahawk. In addition, there are no
substances or conditions which may support a claim or cause of action against
Tomahawk or any of its current or former officers, directors, agents or
employees, whether by a governmental agency or body, private party or
individual, under any Hazardous Materials Regulations. "Hazardous Materials"
means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde,
flammable explosives, radioactive materials, solid or hazardous wastes,
chemicals, toxic substances or related materials, including, without limitation,
any substances defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," or "toxic substances"
under any applicable federal or state laws or regulations. "Hazardous Materials
Regulations" means any regulations governing the use, generation, handling,
storage, treatment, disposal or release of hazardous materials, including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act, the Resource Conservation and Recovery Act and the Federal Water
Pollution Control Act.

                                        6




Section 4.  Representations, Warranties and Covenants of Sparta

Sparta represents and warrants to, and covenants with, Tomahawk as follows:

     4.1 Sparta Shares. The Sparta Members are the record and beneficial owners
of substantially all of the Sparta Shares, of which certain membership interests
contain certain conversion rights, as set forth in Schedule 4.3. All Sparta
Shares outstanding are fully paid and non-assessable, free and clear of adverse
claims of third parties.

     4.2 LLC Status. Sparta is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Sparta has filed an application for authority in the State of New York and knows
of no other state in which the nature of its business or the character or
ownership of its properties makes such licensing or qualification necessary in
such state.

     4.3 Capitalization. The issued and outstanding membership interests of
Sparta consists of the Sparta Shares, as set forth in Schedule 4.3. Except as
described herein and in Section 4.1, there are no outstanding options, warrants
or calls pursuant to which any person has the right to purchase any authorized
and unissued capital securities of Sparta.

     4.4 Litigation. There is no litigation or proceeding pending, or to the
knowledge of Sparta, threatened, against or relating to Sparta or its properties
or business, except as set forth in Schedule 4.4. Further, to the best knowledge
of management of Sparta, no officer, director or person who may be deemed to be
an affiliate of Sparta is party to any material legal proceeding which could
have an adverse effect on Sparta (financial or otherwise), and none is party to
any action or proceeding wherein any has an interest adverse to Sparta.

     4.5 Books and Records. From the date of this Plan to the Closing, Sparta
will (1) give to Tomahawk and its representatives full access during normal
business hours to all of its offices, books, records, contracts and other
corporate documents and properties so that Tomahawk may inspect and audit them;
and (2) furnish such information concerning the properties and affairs of Sparta
as Tomahawk may reasonably request.

     4.6 Confidentiality. Until the Closing (and continuously if there is no
Closing), Sparta, the Sparta Members and their representatives will keep
confidential any information which they obtain from Tomahawk concerning its
properties, assets and business. If the transactions contemplated by this Plan
are not consummated by the Closing Date, Sparta and the Sparta Members will
return to Tomahawk all written matter with respect to Tomahawk obtained by them
in connection with the negotiation or consummation of this Plan.

     4.7 Investment Intent. The Sparta Members are acquiring the shares to be
exchanged and delivered to them under this Plan for investment and not with a
view to the sale or distribution thereof, and the Sparta Members have no
commitment or present intention to liquidate the Company or to sell or otherwise
dispose of the Tomahawk shares.

     4.8 Company Authority. Sparta has full company power and authority to enter
into this Plan and to carry out its obligations hereunder and will deliver to
Tomahawk or its representative at the Closing a certified copy of resolutions of
its Board of Managers authorizing execution of this Plan by its managing member
and performance thereunder.

     4.9 Due Authorization. Execution of this Plan and performance by Sparta
hereunder have been duly authorized by all requisite company action on the part
of Sparta, and this Plan constitutes a valid and binding obligation of Sparta
and performance hereunder will not violate any provision of the Certificate of
Formation, Operating Agreement, agreements, mortgages or other commitments of
Sparta.

     4.10 Environmental Matters. Sparta has no knowledge of any assertion by any
governmental agency or other regulatory authority of any environmental lien,
action or proceeding, or of any cause for any such lien, action or proceeding
related to the business operations of Sparta or its predecessors. In addition,
to the best knowledge of Sparta, there are no substances or conditions which may
support a claim or cause of action against Sparta or any of its current or
former officers, directors, agents, employees or predecessors, whether by a
governmental agency or body, private party or individual, under any Hazardous
Materials Regulations. "Hazardous Materials" means any oil or petrochemical
products, PCB's, asbestos, urea formaldehyde, flammable explosives, radioactive
materials, solid or hazardous wastes, chemicals, toxic substances or related
materials, including, without limitation, any substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any applicable federal or state laws or
regulations. "Hazardous Materials Regulations" means any regulations governing
the use, generation, handling, storage, treatment, disposal or release of
hazardous materials, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource
Conservation and Recovery Act and the Federal Water Pollution Control Act.

Section 5.  Conditions Precedent to Obligations of Sparta and the Sparta Members

     All obligations of Sparta and the Sparta Members under this Plan are
subject, at their option, to the fulfillment, before or at the Closing, of each
of the following conditions:

     5.1 Representations and Warranties True at Closing. The representations and
warranties of Tomahawk and Tomahawk Stockholder contained in this Plan shall be
deemed to have been made again at and as of the Closing and shall then be true
in all material respects and shall survive the Closing.

     5.2 Due Performance. Tomahawk and Tomahawk Stockholder shall have performed
and complied with all of the terms and conditions required by this Plan to be
performed or complied with by it before the Closing.

                                        7




     5.3 Officer's and Tomahawk Stockholder's Certificate. Sparta and the Sparta
Members shall have been furnished with a certificate signed by the President of
Tomahawk and Tomahawk Stockholder, attached hereto as Exhibit B and incorporated
herein by reference, dated as of the Closing, certifying (1) that all
representations and warranties of Tomahawk and Tomahawk Stockholder contained
herein are true and correct; and (2) that since the date of the financial
statements, there has been no material adverse change in the financial
condition, business or properties of Tomahawk, taken as a whole.

Section 6.  Conditions Precedent to Obligations of Tomahawk

     All obligations of Tomahawk under this Plan are subject, at its option, to
the fulfillment, before or at the Closing, of each of the following conditions:

     6.1 Representations and Warranties True at Closing. The representations and
warranties of Sparta and the Sparta Members contained in this Plan shall be
deemed to have been made again at and as of the Closing and shall then be true
in all material respects and shall survive the Closing.

     6.2 Due Performance. Sparta and the Sparta Members shall have performed and
complied with all of the terms and conditions required by this Plan to be
performed or complied with by them before the Closing.

     6.3 Managing Member Certificate. Tomahawk shall have been furnished with a
certificate signed by the Managing Member of Sparta, attached hereto as Exhibit
C and incorporated herein by reference, dated as of the Closing, certifying (1)
that all specified material representations and warranties of Sparta contained
herein are true and correct; and (2) that since the date of the financial
statements, there has been no material adverse change in the financial
condition, business or properties of Sparta, taken as a whole.

     6.4 Opinion of Counsel of Sparta. Tomahawk shall have received an opinion
of counsel for Sparta, dated as of the Closing, to the effect that the
representations of Sections 4.2 are correct, and that, except as specified in
the opinion, counsel knows of no inaccuracy in the representations in 4.4 and
4.8, and that, the Sparta Shares to be delivered to Tomahawk under this Plan
will have been validly issued, fully paid and non-assessable, when so delivered.

     6.5 Books and Records. The Sparta Members or the Board of Directors of
Sparta shall have caused Sparta to make available all books and records of
Sparta.

     6.6 Acceptance by Sparta Members. The terms of this Plan shall have been
accepted by Sparta Members by execution and delivery of a copy of the Plan and
related instruments.

                                        8




Section 7.  Termination

     Prior to Closing, this Plan may be terminated (1) by mutual consent in
writing; (2) by either the directors of Tomahawk or Sparta and the Sparta
Members if there has been a material misrepresentation or material breach of any
warranty or covenant by the other party; or (3) by either the directors of
Tomahawk or Sparta and the Sparta Members if the Closing shall not have taken
place, unless adjourned to a later date by mutual consent in writing, by the
date fixed in Section 2.

Section 8.  General Provisions

     8.1 Further Assurances. At any time, and from time to time, after the
Closing, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Plan.

     8.2 Waiver. Any failure on the part of any party hereto to comply with any
of its obligations, agreements or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.

     8.3 Brokers. Each party represents to the other parties hereunder that no
broker or finder has acted for it in connection with this Plan. Tomahawk and
Tomahawk Stockholder agree to indemnify and hold harmless Sparta and the Sparta
Members against any fee, loss or expense arising out of claims by brokers or
finders employed or alleged to have been employed by Tomahawk and/or Tomahawk
Stockholder. Sparta and the Sparta Members agree to indemnify and hold harmless
Tomahawk and Tomahawk Stockholder against any fee, loss or expense arising out
of claims by brokers or finders employed or alleged to have been employed by
Sparta and the Sparta Members.

     8.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, as
follows:



     If to Tomahawk:                             Attn.:  Glenn A. Little
                                                 211 West Wall Street
                                                 Midland, TX 70701-4556

     If to Tomahawk Stockholder:                 Attn.:  Glenn A. Little
                                                 211 West Wall Street
                                                 Midland, TX 70701-4556



                                        9






     If to Sparta:                               Attn.:  Anthony Havens
                                                 Sparta Commercial Services, LLC
                                                 P.O. Box 60
                                                 New York, NY 10156

     With a copy to:                             Dan Brecher, Esq.
                                                 Law Offices of Dan Brecher
                                                 99 Park Avenue, 16th Floor
                                                 New York, New York 10016

     If to the Sparta Members:                   Attn.:  Anthony Havens
                                                 Sparta Commercial Services, LLC
                                                 P.O. Box 60
                                                 New York, NY 10156


     8.5 Entire Agreement. This Plan constitutes the entire agreement between
the parties and supersedes and cancels any other agreement, representation, or
communication, whether oral or written, between the parties hereto relating to
the transactions contemplated herein or the subject matter hereof.

     8.6 Headings. The section and subsection headings in this Plan are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Plan.

     8.7 Governing Law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern. Any proceedings, claims or actions of any kind
hereunder, if instituted by or on behalf of Tomahawk, its successors or assigns,
or the Tomahawk Stockholder shall be brought in the courts located in the County
of New York in the State of New York. Any proceedings, claims or actions of any
kind hereunder, if instituted by or on behalf of Sparta, its successors or
assigns, or the Sparta Members shall be brought in the courts located in Midland
County in the State of Texas.

     8.8 Assignment. This Plan shall inure to the benefit of, and be binding
upon, the parties hereto and their successors and assigns; provided however,
that any assignment by any party of its rights under this Plan without the prior
written consent of the other parties shall be void.

     8.9 Counterparts. This Plan may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                [remainder of this page left intentionally blank]

                                       10




     IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Reorganization effective the day and year first above written.

                                    TOMAHAWK INDUSTRIES, INC.

Date:  February 27, 2004            By:      /s/ Glenn A. Little
                                       -----------------------------------------
                                             Glenn A. Little, President


                                    TOMAHAWK STOCKHOLDER

Date:  February 27, 2004            By:      /s/ Glenn A. Little
                                       -----------------------------------------
                                             Glenn A. Little


                         SPARTA COMMERCIAL SERVICES, LLC

Date:  February 27, 2004            By:      /s/ Anthony Havens
                                       -----------------------------------------
                                             Anthony Havens
                                             Managing Member


                                    SPARTA MEMBERS

Date:  February 27, 2004            By:      /s/ Anthony Havens
                                       -----------------------------------------
                                             Its authorized agent,
                                             Anthony Havens
                                             Managing Member of Sparta


                                       11





                                    EXHIBIT A

                            Letter of Indemnification


Sparta Commercial Services, LLC
P.O. Box 60
New York, NY 10156

Tomahawk Industries, Inc.
211 West Wall
Midland, Texas 79701

     Re:  Tomahawk Industries, Inc., a Nevada corporation (the "Company"),
          Agreement and Plan of Reorganization (the "Plan") with Sparta
          Commercial Services, LLC, a Delaware limited liability company
          ("Sparta"), and all of the members of Sparta (the "Sparta Members")

Dear Ladies and Gentlemen:

     In further consideration of the completion of the Plan and to satisfy one
of the conditions pursuant to which Sparta and the Sparta Members have agreed to
their respective obligations under the Plan, Glenn A. Little ("Tomahawk
Stockholder"), the principal stockholder of the Company, does hereby (i)
compromise any outstanding liabilities of the Company owed to him for advances
or otherwise prior to the closing (the "Closing") of the Plan (excluding any
benefits Tomahawk Stockholder may receive under the Plan); (ii) agrees to pay
all other outstanding liabilities which were incurred prior to the Closing
(except in an amount of up to a total of $1,000, as provided for in Section 3.4
of the Plan); (iii) represents and warrants that to his knowledge, there are no
other outstanding liabilities of the Company which are not specifically and
completely set forth in the financial statements of the Company as of October
31, 2003; and (iv) agrees to indemnify and hold the Company, Sparta and the
Sparta Members harmless from and against any and all other liabilities of the
Company existing prior to the Closing. It is specifically represented,
understood and agreed that Sparta and the Sparta Members are not and shall not
be responsible for any costs, claims or obligations of any type or nature that
in any way exist, existed or may exist, wherever asserted, for or to the extent
related to any act or occurrence prior to the date of completion of the Plan.

     This Letter of Indemnification and all obligations of any type or nature
hereunder shall expire six years from the date hereof.

                                    TOMAHAWK STOCKHOLDER

Date:  February 27, 2004            By:   /s/ Glenn A. Little
                                       -----------------------------------------
                                          Glenn A. Little





                                    EXHIBIT B

          CERTIFICATE OF OFFICER AND PRINCIPAL STOCKHOLDER PURSUANT TO
                      AGREEMENT AND PLAN OF REORGANIZATION


     The undersigned, the President of Tomahawk Industries, Inc., a Nevada
corporation ("Tomahawk"), and the principal stockholder of Tomahawk, represent
and warrant the following as required by the Agreement and Plan of
Reorganization (the "Plan") between Tomahawk and Sparta Commercial Services,
LLC, a Delaware limited liability company ("Sparta"), and the Sparta Members,
to-wit:

          1. That the undersigned, Glenn A. Little, is the President of Tomahawk
     and has been authorized and empowered by its Board of Directors to execute
     and deliver this Certificate to Sparta and the Sparta Members;

          2. Based upon the personal knowledge, information and belief of the
     undersigned regarding the Plan:

               (i) All representations and warranties of Tomahawk contained
          within the Plan are true and correct;

               (ii) Tomahawk has complied with all terms and provisions required
          of it pursuant to the Plan; and

          (iii) There have been no material adverse changes in the financial
     position of Tomahawk presented in its financial statements for the periods
     ended April 30, 2003, July 31, 2003, October 31, 2003, and January 31,
     2004.

                                     TOMAHAWK INDUSTRIES, INC.

Date:  February 27, 2004             By:      /s/ Glenn A. Little
                                        -----------------------------------------
                                              Glenn A. Little
                                              President


Date:  February 27, 2004                      /s/ Glenn A. Little
                                     --------------------------------------------
                                              Glenn A. Little





                                    EXHIBIT C

                   CERTIFICATE OF MANAGING MEMBER PURSUANT TO

                      AGREEMENT AND PLAN OF REORGANIZATION


         The undersigned, the Managing Member of Sparta Commercial Services,
LLC, a Delaware limited liability company ("Sparta"), represents and warrants
the following as required by the Agreement and Plan of Reorganization (the
"Plan") between Tomahawk Industries, Inc., a Nevada corporation ("Tomahawk"),
the principal stockholder of Tomahawk, Sparta Commercial Services, LLC, a
Delaware limited liability company ("Sparta"), and the Sparta Members, to-wit:

         1. That he is the Managing Member of Sparta and has been authorized and
empowered by its Board of Managers to execute and deliver this Certificate to
Tomahawk;

         2. Based on his personal knowledge, information, belief:

                  (i) All representations and warranties of Sparta contained
within the Plan are true and correct; and

                  (ii) Sparta has complied with all terms and provisions
required of it pursuant to the Plan.

                                       SPARTA COMMERCIAL SERVICES, LLC

Date:  February 27, 2004               By:     /s/ Anthony Havens
                                          --------------------------------------
                                               Anthony Havens
                                               Managing Member







                                  SCHEDULE 4.3

List of Members and Membership Interests annexed hereto.








                                  SCHEDULE 4.4


None.




                                                                 EXHIBIT 3(i)(1)

                                                Filing Fee:  $115.00
                                                BY: Bilbray, Gibbons, & Pitaro
                                                Suite 700
                                                225 E. Bridger Ave.
                                                Las Vegas, Nevada 89101
         FILED
  IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
   STATE OF NEVADA

    MAY 13, 1980

        /s/
     [2682-80]
     ---------



                            ARTICLES OF INCORPORATION

                                       OF

                         TOMAHAWK OIL AND MINERALS, INC.



     The undersigned, to form a corporation under Chapter 78 of the Nevada

Revised Statutes, hereby CERTIFY:

     1. NAME: The name of the corporation is TOMAHAWK OIL AND MINERALS, INC.

     2. OFFICE: The principal office of the corporation in the State of Nevada

is to be located at 225 East Bridger, Suite 700, Las Vegas, Nevada 89101. The

corporation may also maintain an office or offices at such other places within

or outside the State of Nevada as it may from time to time determine Corporate

business of every kind and nature may be conducted and meetings of Directors and

Stockholders held, outside of the State of Nevada, the same as in the State of

Nevada.

     3. PURPOSE: The nature of the business and objects and purposes of the

corporation are:

         (a) To engage in any lawful activity or activities in the State of

Nevada and throughout the world;

         (b) To do any and all things necessary, suitable and proper for

the accomplishment of any of the purposes, the fulfillment of any of the

obligations or the furtherance of the powers hereinbefore set forth, either

alone or in association, partnership or joint venture with other persons, firms

or corporations, and to do every other act or acts, thing or things, incidental

or appurtenant to, growing out of, or connected with the aforemen- tioned

business or powers, or any part or parts thereof including or not limited to the

exploration, development and distribution of oil and minerals, provided the same

shall not be inconsistent with the laws of the State of Nevada;

        (c) The above and foregoing statement of purpose shall not be construed

as in any way limiting the general powers upon corporations by the laws of the

State of Nevada.

     4. CAPITAL STOCK: The total authorized capital stock of the corporation



shall consist of 100,000,000 shares, having a par value of $.001 per share

     5. DIRECTORS: The number of the governing Board of the Corporation shall be

styled Directors, and he number thereof shall not be less than THREE, except

that in the event all of the shares of the corporation are owned beneficially

and of record by either ONE or TWO stockholders, the number of Directors may be

less than the number of stockholders. The number of Directors may from time to

time be increased or decreased in such a manner as shall be provided by the

By-Laws of the corporation. Directors shall be a citizens of the United States.

The names and addresses of the First Board of Directors, which shall consist of

THREE persons, and who shall hold office until their successor and successors

are duly elected and qualified are as follows:



          DEBORAH L. KRUM               225 East Bridger, Suite 700
                                        Las Vegas, Nevada  89101

          STELLA SWALLICK               225 East Bridger, Suite 700
                                        Las Vegas, Nevada  89101

          CATHERINE BILBRAY             225 East Bridger, Suite 700
                                        Las Vegas, Nevada  89101


     6. NON ASSESSABLE: The capital stock of the corporation after the amount of

the subscription price has been paid in money, property or services, as the

Directors shall determine, shall not be subject to assessment to pay the debts

of the corporation, nor for any other purpose, and no stock issued as fully paid

up shall ever be assessable or assessed and the Articles of Incorporation shall

not be amended in this particular.

     7. INCORPORATORS: The name and post office address of each of the

Incorporators, which are THREE in number, signing these Articles of

Incorporation is as set forth above under the caption "Directors".

     8. PREEMPTIVE RIGHTS AND CUMULATIVE VOTING: The Stockholders of the

corporation shall have no preemptive rights or rights to cumulative voting.



     9. TERM: The corporation shall have perpetual existence. Dated this 8th day

of May, 1980.


                                                    /s/ Deborah L. Krum
                                                    ---------------------
                                                    DEBORAH L. KRUM



                                                    /s/ Stella Swallick
                                                    ---------------------
                                                    STELLA SWALLICK



                                                    /s/ Catherine Bilbray
                                                    ---------------------
                                                    CATHERINE BILBRAY



STATE OF NEVADA  )
                 )  ss:
COUNTY OF CLARK  )


         On this 8th day of May, 1980, before me, the undersigned, a Notary

Public in and for the above County and State, appeared DEBORAH L. KRUM, STELLA

SWALLICK and CATHERINE BILBRAY known to me to be the persons who executed the

foregoing ARTICLES OF INCORPORATION, who acknowledged to me that they executed

the same freely and voluntarily and for the purposes and uses therein mentioned.

     IN WITNESS WHEREOF, I have hereunto set my hand and affirmed my official

seal the day and year written.


                             /s/
                             --------------------------------
                             NOTARY PUBLIC for said
                                   County and


                                                                 EXHIBIT 3(i)(2)

         FILED
  IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
    STATE OF NEVADA

    NOV - [_] 1983
         /s/
     [2682-80]
     ---------

                                                     Filing Fee $50.00
                                                     BY Tomahawk Oil
                                                     & Minerals
                                                     Suite 110
                                                     77 North Oak Knoll
                                                     Pasaden, California
                                                     91101
                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                         TOMAHAWK OIL AND MINERALS, INC.
                             (a Nevada corporation)


     At a duly constituted meeting of the Shareholders of Tomahawk Oil and
Minerals, Inc., held on October 5, 1983, the following amend- ments to the
Articles of Incorporation of said Corporation were ap- proved:

     1. After motion duly made and seconded, the following resolution was
adopted by a vote of 29,375,932 shares in favor and 126,625 shares opposed, with
303,125 shares abstaining:

               "RESOLVED, that paragraph 1. of the
               Articles of Incorporation is amended,
               in its entirety, as follows:

                  1. Name: The Name of the corpora-
                     ----
                     tion is TOMAHAWK INDUSTRIES, INC."

     2. After motion duly made and seconded, the following resolution was
adopted by a vote of 28, 207,404 in favor and 1,180,639 shares opposed, with
417,635 shares abstaining:

               "RESOLVED, that the first sentence of Article 4 of the Articles
               of Incorpora- tion is amended, in its entirety, as follows:

                   4. Capital Stock: The total authorized
                      -------------
                      capital stock of the Corporation shall consist of
                      200,000,000 shares, having a par value of $ .001 per
                      share."

     We, the undersigned, hereby certify that the following is a true Copy of
the resolution adopted by the Shareholders of the above-men- tioned Corporation
at a meeting of said Shareholders held on the afore- Mentioned date, and that
the same was entered in the regular minute Book of the said Corporation, now in
full force and effect, and that The Shareholders of the Corporation have, and at
the time of the adop- tion of said resolution had, full power and lawful
authority to adopt the said resolution.




                                   /s/ David T. Laurance
                                   -----------------------------------
                                   DAVID T. LAURANCE, President of the
                                   Board of Directors of Tomahawk Oil
                                   and Minerals, Inc.

                                      - 1 -


                                                                EXHIBIT 3(ii)(1)

                     [BY-LAWS OF TOMAHAWK INDUSTRIES, INC.]


                                    ARTICLE I
                                     OFFICES

         SECTION 1. RESIDENT AGENT. - The Board of Directors shall have the
power to change the Resident Agent. The Registered Agent shall be instructed to
communicate with both the President and the Chairman of the Board in regards to
all actions.

         SECTION 2. OTHER OFFICES. - The corporation may have other offices,
either within or without the State of Nevada, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         SECTION 1. ANNUAL MEETINGS. - Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Nevada, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting.

         If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.

         SECTION 2. OTHER MEETINGS. - Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Nevada, as shall be stated in the notice of the meeting.

         SECTION 3. VOTING. - Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Upon the demand of any stockholder, the vote for directors
and the vote upon any question before the meeting, shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Nevada.

         A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         SECTION 4. QUORUM. - Except as otherwise required by law, by the
Certificate of Incorporation or by these By-laws, the presence, in person or by
proxy, of stockholders holding twenty-five (25%) percent of the stock of the
corporation entitled to vote shall constitute a quorum at all meetings of the
stockholders. In case a quorum shall not be present at any meeting, a majority
in interest of the stockholders entitled to vote thereat, present in person or
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite amount of
stock entitled to vote shall be present. At any such adjourned meeting at which
requisite amount of stock entitled to vote shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote the meeting.

         SECTION 5. SPECIAL MEETINGS. - Special meetings of the stockholders for
any purpose or purposes may be called by the President or Secretary, or by
resolution of the Board of Directors.

         SECTION 6. NOTICE OF MEETINGS. - Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than sixty (60) days before the date of the meeting. No business other than
that stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.

         SECTION 7. ACTION WITHOUT MEETING. - Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.


                                   ARTICLE III
                                    DIRECTORS


         SECTION 1. NUMBER AND TERM. - The number of directors shall be two (2).
The directors shall be elected at the annual meeting of the stockholders and
each director shall be elected to serve until his successor shall be elected and
shall qualify. A director need not be a stockholder.

         SECTION 2. RESIGNATIONS. - Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

         SECTION 3. VACANCIES. - If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than a quorum by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

         SECTION 4. REMOVAL. - Any director or directors may be removed either
for or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the vacancies
thus created may be filled, at the meeting held for purpose of removal, by the
affirmative vote of a majority in interest of the stockholders entitled to vote.

         SECTION 5. INCREASE OF NUMBER. - The number of directors may be
increased by amendment of these By-laws by the affirmative vote of a majority of
the directors, though less than a quorum, or, by the affirmative vote of a
majority in interest of the stockholders, at the annual meeting or at a special
meeting called for that purpose, and by like vote the additional directors may
be chosen at such meeting to hold office until the next annual election and
until their successors are elected and qualify.

         SECTION 6. POWERS. - The Board of Directors shall exercise all of the
powers of the corporation except such as are by law, or by the Certificate of
Incorporation of the corporation or by these By-laws conferred upon or reserved
to the stockholders.

         SECTION 7. COMMITTEES. - The Board of Directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member or
such committee or committees, the member or members thereof present at any such
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-laws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power of authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-laws of the corporation; and unless the resolution, these By-laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power of authority to declare a dividend or to authorize the issuance of
stock.

         SECTION 8. MEETINGS. - The newly elected Board of Directors may hold
their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent, in
writing, of all the directors.

         Unless restricted by the incorporation document or elsewhere in these
By-laws, members of the Board of Directors or any committee designated by such
Board may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such meeting.

         Regular meetings of the Board of Directors may be scheduled by a
resolution adopted by the Board. The Chairman of the Board or the President or
Secretary may call, and if requested by any two directors, must call a special
meeting of the Board and give five (5) days notice by mail, or two (2) days
notice personally or by telegraph or cable to each director. The Board of
Directors may hold an annual meeting, without notice, immediately after the
annual meeting of the shareholders.

         SECTION 9. QUORUM. - A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
so adjourned.

         SECTION 10. COMPENSATION - Directors shall not receive any stated
salary for their services as directors or as members of committees, but be
resolution of the Board a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

         SECTION 11. ACTION WITHOUT MEETING. - Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any other committee
thereof, may be taken without a meeting, it prior to such action a written
consent thereto is signed by all members of the Board, or of such committee as
the case may be, and such written consent is filled with the minutes of
proceedings of the Board or committee.


                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. OFFICERS. - The officers of the corporation shall be a
President, a Treasurer, and a Secretary, all of whom shall be elected by the
Board of Directors and who shall hold office until their successors are elected
and qualified. In addition, the Board of Directors may elect a Chairman, one or
more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation are required to be
directors. The officers shall be elected at the first meeting of the Board of
Directors after each annual meeting. More than two offices may be held by the
same person.

         SECTION 2. OTHER OFFICERS AND AGENTS. - The Board of Directors may
appoint such other officers and agents as it shall deem advisable, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors.

         SECTION 3. CHAIRMAN. - The Chairman of the Board of Directors, if one
be elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.

         SECTION 4. PRESIDENT. - The President shall be the chief executive
officer of the corporation and shall have general powers and duties of
supervision and management usually vested in the office of president of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the corporation. Except as
the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages and other contracts on behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer or Assistant Secretary or an Assistant Treasurer.

         SECTION 5. VICE-PRESIDENT. - Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the directors.

         SECTION 6. TREASURER. - The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.

         The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board shall prescribe.

         SECTION 7 SECRETARY - The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by the law or by these By-laws, and in case of his absence or refusal
to neglect so to do, any such notice may be given by any person thereunto
directed by the President, or by the directors, or stockholder, upon whose
requisition the meeting is called as provided in these By-laws. He or she shall
record all the proceedings of the meetings of the corporation and of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the directors or the President. He or she
shall have the custody of the seal of the corporation and shall affix the same
to all instruments requiring it, when authorized by the directors or the
President, and attest the same.

         SECTION 8 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. - Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.


                                    ARTICLE V
                                  MISCELLANEOUS

         SECTION 1. CERTIFICATES OF STOCK. - A certificate of stock, signed by
the Chairman or Vice-Chairman of the Board of Directors, if they be elected,
President or Vice-President, and the Treasurer or an Assistant Treasurer, or the
Secretary or Assistant Secretary, shall be issued to each stockholder certifying
the number of shares owned by him in the corporation. When such certificates are
countersigned (1) by a transfer agent other than the corporation or its
employee, or, (2) by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.

         SECTION 2. LOST CERTIFICATES. - A new certificate of stock may be
issued in the place of any certificate theretofore issued by the corporation,
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond, in such sum as they may direct,
not exceeding double the value of the stock, to indemnify the corporation
against any claim that may be against it on account of the alleged loss of any
such certificate, or the issuance of any such new certificate.

         SECTION 3. TRANSFER OF SHARES. - The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificate shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other person as the directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.

         SECTION 4. STOCKHOLDERS RECORD DATE - (a) In order that the corporation
may determine he stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         (b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record is adopted by the Board of
Directors.

         (c) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted.

         SECTION 5. DIVIDENDS - Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conductive to the interests of the corporation.

         SECTION 6. SEAL - The corporate seal shall be circular in form and
shall contain the name of the corporation, the year of its creation and the
words "Corporate Seal, Nevada,". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 7. FISCAL YEAR - The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

         SECTION 8. CHECKS - All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

         SECTION 9. NOTICE AND WAIVER OF NOTICE - Whenever any notice is
required by these By-laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage, prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of such meetings except as otherwise provided by
statute.

         Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation of these By-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.


                                   ARTICLE VI
                                   AMENDMENTS

         These Bylaws may be altered or repealed and By-laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal of By-law or By-laws to be made be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal of By-law or By-laws
to be made, be contained in the notice of such special meeting.



                                   ARTICLE VII
                                 INDEMNIFICATION

         No director shall be liable to the corporation or any of its
shareholders for monetary cdamages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability which may be specifically defined by law or (4) a transaction from
which the director derived an improper personal benefit, it being the intention
of the foregoing provision to eliminate the liability of the corporation's
directors to the corporation or its shareholders to the fullest extent permitted
by law. The corporation shall indemnify to the fullest extent permitted by law
each person that such law grants the corporation the power to indemnify.




                                                                EXHIBIT 3(ii)(2)

                            UNANIMOUS WRITTEN CONSENT

                           OF THE BOARD OF DIRECTRORS

                                       OF

                            TOMAHAWK INDUSTRIES, INC.

         The undersigned, being all of the directors of Tomahawk Industries,
Inc., a Nevada corporation (the "Corporation"), hereby adopt the following
resolution as the action of the Board of Directors:

         RESOLVED, that Section 1 of Article III of the by-laws of the
Corporation is hereby deleted in its entirety and the following new Section 1 is
hereby substituted therefore:

         SECTION 1. NUMBER AND TERM.-The number of directors shall be between
two (2) and nine (9). The number of directors shall be fixed by the Board of
Directors from time to time; provided however, that any reduction in the number
of directors shall not end the term of any director then in office. The
directors shall be elected at the annual meeting of the stockholders and each
director shall be elected to serve until his successor shall be elected and
shall qualify. A director need not be a stockholder.

         RESOLVED, that Sandra L. Ahman be appointed to serve on the Board of
Directors, effective as of June 1, 2004.

Dated:  as of June 1, 2004

BY THE BOARD OF DIRECTORS:

/s/ Anthony Havens
------------------------
Anthony Havens, Director

                                                                       EXHIBIT 4

                            TOMAHAWK INDUSTRIES, INC.

                [FORM OF 2005 STOCK INCENTIVE COMPENSATION PLAN]



                               SECTION 1. PURPOSE

         The purpose of the Tomahawk Industries, Inc. 2005 Stock Incentive
Compensation Plan (the "Plan") is to enhance the long-term shareholder value of
Tomahawk Industries, Inc., a Nevada corporation (the "Company"), by offering
opportunities to selected persons to participate in the Company's growth and
success, and to encourage them to remain in the service of the Company and its
Related Corporations (as defined in Section 2) and to acquire and maintain stock
ownership in the Company.

                             SECTION 2. DEFINITIONS

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         "Award" means an award or grant made pursuant to the Plan, including,
without limitation, awards or grants of Options and Stock Awards, or any
combination of the foregoing.

         "Board" means the Board of Directors of the Company.

         "Cause" means dishonesty, fraud, misconduct, unauthorized use or
disclosure of confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations), in each case
as determined by the Plan Administrator, and its determination shall be
conclusive and binding.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Common Stock" means the common stock, par value $.001 per share, of
the Company.

         "Corporate Transaction" means any of the following events:

                  (a) Consummation of any merger or consolidation of the Company
         with or into another corporation; or

                  (b) Consummation of any sale, lease, exchange or other
         transfer in one transaction or a series of related transactions of all
         or substantially all of the Company's assets other than a transfer of
         the Company's assets to a majority-owned subsidiary corporation (as
         defined in Section 8.3) of the Company.

         "Disability," unless otherwise defined by the Plan Administrator, means
a mental or physical impairment of the Participant that is expected to result in
death or that has lasted or is expected to last for a continuous period of 12
months or more and that causes the Participant to be unable, in the opinion of
the Company, to perform his or her duties for the Company and to be engaged in
any substantial gainful activity.

         "Effective Date" means the date on which the Plan is adopted by the
Board, so long as it is approved by the Company's shareholders at any time
within 12 months of such adoption.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                       1




         "Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the average of the high and low per share sales prices for the Common
Stock as reported by the Nasdaq National Market for a single trading day or (b)
if the Common Stock is listed on the New York Stock Exchange or the American
Stock Exchange, the average of the high and low per share sales prices for the
Common Stock as such price is officially quoted in the composite tape of
transactions on such exchange for a single trading day or (c) if the Common
Stock is quoted on the OTCBB or similar quotation service, the average of the
high and low per share sales prices for the Common Stock as such price is
officially quoted on such quotation service for a single trading day. If there
is no such reported price for the Common Stock for the date in question, then
such price on the last preceding date for which such price exists shall be
determinative of Fair Market Value.

         "Grant Date" means the date on which the Plan Administrator completes
the corporate action relating to the grant of an Award and all conditions
precedent to the grant have been satisfied, provided that conditions to the
exercisability or vesting of Awards shall not defer the Grant Date.

         "Incentive Stock Option" means an Option to purchase Common Stock
granted under Section 7 with the intention that it qualify as an "incentive
stock option" as that term is defined in Section 422 of the Code.

         "Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Section 7 other than an Incentive Stock Option.

         "Option" means the right to purchase Common Stock granted under Section
7.

         "Parent" means, except as otherwise defined in Section 8.3 in
connection with Incentive Stock Options, any entity, whether now or hereafter
existing, that directly or indirectly controls the Company.

         "Participant" means: (a) the person to whom an Award is granted; (b)
for a Participant who has died, the personal representative of the Participant's
estate, the person(s) to whom the Participant's rights under the Award have
passed by will or by the applicable laws of descent and distribution, or the
beneficiary designated in accordance with Section 11; or (c) the person(s) to
whom an Award has been transferred in accordance with Section 11.

         "Plan Administrator" means the Board or any committee or committees of
the Board to administer the Plan under Section 3.1.

         "Related Corporation" means any Parent or Subsidiary of the Company.

         "Retirement" means retirement as of the individual's normal retirement
date under the Company's 401(k) Plan or other similar successor plan applicable
to salaried employees, unless otherwise defined by the Plan Administrator from
time to time for purposes of the Plan.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Stock Award" means shares of Common Stock or units denominated in
Common Stock granted under Section 9, the rights of ownership of which may be
subject to restrictions prescribed by the Plan Administrator.

         "Subsidiary," except as provided in Section 8.3 in connection with
Incentive Stock Options, means any entity that is directly or indirectly
controlled by the Company.

         "Successor Corporation" has the meaning set forth in Section 12.3.

                                       2




                            SECTION 3. ADMINISTRATION

3.1.  Plan Administrator

         The Plan shall be administered by the Board and/or a committee or
committees (which term includes subcommittees) appointed by, and consisting of
two or more members of, the Board (a "Plan Administrator"). If and so long as
the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
the Board shall consider in selecting the members of any committee acting as
Plan Administrator, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside
directors" as contemplated by Section 162(m) of the Code and (b) "nonemployee
directors" as contemplated by Rule 16b-3 under the Exchange Act. The Board may
delegate the responsibility for administering the Plan with respect to
designated classes of eligible persons to different committees consisting of two
or more members of the Board, subject to such limitations as the Board deems
appropriate. Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time.

3.2. Administration and Interpretation by the Plan Administrator

         Except for the terms and conditions explicitly set forth in the Plan,
the Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Awards under the Plan, including the selection
of individuals to be granted Awards, the type of Awards, the number of shares of
Common Stock subject to an Award, all terms, conditions, restrictions and
limitations, if any, of an Award and the terms of any instrument that evidences
the Award. The Plan Administrator shall also have exclusive authority to
interpret the Plan and may from time to time adopt, and change, rules and
regulations of general application for the Plan's administration. The Plan
Administrator's interpretation of the Plan and its rules and regulations, and
all actions taken and determinations made by the Plan Administrator pursuant to
the Plan, shall be conclusive and binding on all parties involved or affected.
The Plan Administrator may delegate administrative duties to such of the
Company's officers as it so determines.

                      SECTION 4. STOCK SUBJECT TO THE PLAN

4.1.  Authorized Number of Shares

         Subject to adjustment from time to time as provided in Section 12.1,
the number of shares of Common Stock that shall be available for issuance under
the Plan shall be:

                  (a) 68,000,000 shares (representing approximately 10% of the
         Company's outstanding shares, on a fully diluted basis, after giving
         effect to the issuance of all shares pursuant to the Agreement and Plan
         of Reorganization between the Company and Sparta Commercial Services,
         LLC, dated as of February 27, 2004).

         Shares issued under the Plan shall be drawn from authorized and
unissued shares or shares now held or subsequently acquired by the Company.

4.2.  Limitations

                  (a) Subject to adjustment from time to time as provided in
         Section 12.1, not more than an aggregate of 6,800,000 shares shall be
         available for issuance pursuant to grants of Stock Awards under the
         Plan.

                  (b) Subject to adjustment from time to time as provided in
         Section 12.1, not more than 1,000,000 shares may be made subject to
         Awards under the Plan to any individual in the aggregate in any one
         fiscal year of the Company, except that the Company may make additional
         one-time grants of up to 3,000,000 shares to newly hired individuals,
         such limitation to be applied in a manner consistent with the
         requirements of, and only to the extent required for compliance with,
         the exclusion from the limitation on deductibility of compensation
         under Section 162(m) of the Code.

                                       3




4.3.  Reuse of Shares

         Any shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment of
the Award to the extent it is exercised for or settled in vested and
nonforfeitable shares) shall again be available for issuance in connection with
future grants of Awards under the Plan; provided, however, that for purposes of
Section 4.2, any such shares shall be counted in accordance with the
requirements of Section 162(m) of the Code.

                             SECTION 5. ELIGIBILITY

         Awards may be granted under the Plan to those officers, directors and
employees of the Company and its Related Corporations as the Plan Administrator
from time to time selects. Awards may also be made to consultants, agents,
advisors and independent contractors who provide services to the Company and its
Related Corporations; provided such Participants render bona fide services that
are not in connection with the offer and sale of the Company's securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company's securities.

                                SECTION 6. AWARDS

6.1.  Form and Grant of Awards

         The Plan Administrator shall have the authority, in its sole
discretion, to determine the type or types of Awards to be made under the Plan.
Such Awards may include, but are not limited to, Incentive Stock Options,
Nonqualified Stock Options and Stock Awards. Awards may be granted singly or in
combination.

6.2.  Settlement of Awards

         The Company may settle Awards through the delivery of shares of Common
Stock, cash payments, the granting of replacement Awards, or any combination
thereof as the Plan Administrator shall determine. Any Award settlement,
including payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Plan Administrator shall determine. The Plan Administrator
may permit or require the deferral of any Award payment, subject to such rules
and procedures as it may establish, which may include provisions for the payment
or crediting of interest, or dividend equivalents, including converting such
credits into deferred stock equivalents. The Plan Administrator may at any time
offer to buy out for a payment in cash or Common Stock, an Option previously
granted based on such terms and conditions as the Plan Administrator shall
establish and communicate to the Participant at the time such offer is made.

6.3.  Acquired Company Awards

         Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Awards under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other acquired entities ("Acquired
Entities") (or the parent of the Acquired Entity) and the new Award is
substituted, or the old award is assumed, by reason of a merger, consolidation,
acquisition of property or of stock, reorganization or liquidation (the
"Acquisition Transaction"). In the event that a written agreement pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding awards of the Acquired Entity, said terms and
conditions shall be deemed to be the action of the Plan Administrator without
any further action by the Plan Administrator, except as may be required for
compliance with Rule 16b-3 under the Exchange Act, and the persons holding such
Awards shall be deemed to be Participants.

                                       4




                          SECTION 7. AWARDS OF OPTIONS

7.1.  Grant of Options

         The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock
Options, which shall be appropriately designated.

7.2.  Option Exercise Price

         The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator, but shall not be less than 100% of the
Fair Market Value of the Common Stock on the Grant Date with respect to
Incentive Stock Options and not less than 85% of the Fair Market Value of the
Common Stock on the Grant Date with respect to Nonqualified Stock Options. For
Incentive Stock Options granted to a more than 10% shareholder, the option
exercise price shall be as specified in Section 8.2.

7.3.  Term of Options

         The term of each Option shall be as established by the Plan
Administrator or, if not so established, shall be 10 years from the Grant Date.
For Incentive Stock Options granted to a more than 10% shareholder, the maximum
Option term shall be as specified in Section 8.2.

7.4.  Exercise of Options

         The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which, or the installments in which, the
Option shall vest and become exercisable, which provisions may be waived or
modified by the Plan Administrator at any time. If not so established in the
instrument evidencing the Option, the Option shall vest and become exercisable
according to the following schedule, which may be waived or modified by the Plan
Administrator at any time:



Period of Participant's Continuous Employment     Percent of Total Option
or Service With the Company or Its Related        That is Vested and Exercisable
Corporations From the Option Grant Date

After 1 year                                      25%

Each additional one month period of continuous    An additional 1/48
service completed thereafter

After 4 years                                     100%


         To the extent that the right to purchase shares has accrued thereunder,
an Option may be exercised from time to time by delivery to the Company of a
written stock option exercise agreement or notice, in a form and in accordance
with procedures established by the Plan Administrator, setting forth the number
of shares with respect to which the Option is being exercised, the restrictions
imposed on the shares purchased under such exercise agreement, if any, and such
representations and agreements as may be required by the Company, accompanied by
payment in full as described in Section 7.5. An Option may not be exercised as
to less than a reasonable number of shares at any one time, as determined by the
Plan Administrator.

                                       5




7.5.  Payment of Exercise Price

         The exercise price for shares purchased under an Option shall be paid
in full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased. Such consideration
must be paid in cash or by check or, unless the Plan Administrator in its sole
discretion determines otherwise, either at the time the Option is granted or at
any time before it is exercised, any combination of:

                  (a) cash or check;

                  (b) tendering (either actually or, if and so long as the
         Common Stock is registered under Section 12(b) or 12(g) of the Exchange
         Act, by attestation) shares of Common Stock already owned by the
         Participant for at least six months (or any shorter period necessary to
         avoid a charge to the Company's earnings for financial reporting
         purposes) having a Fair Market Value on the day prior to the exercise
         date equal to the aggregate Option exercise price;

                  (c) if and so long as the Common Stock is registered under
         Section 12(b) or 12(g) of the Exchange Act, delivery of a properly
         executed exercise notice, together with irrevocable instructions, to
         (i) a brokerage firm designated by the Company to deliver promptly to
         the Company the aggregate amount of sale or loan proceeds to pay the
         Option exercise price and any withholding tax obligations that may
         arise in connection with the exercise and (ii) the Company to deliver
         the certificates for such purchased shares directly to such brokerage
         firm, all in accordance with the regulations of the Federal Reserve
         Board; or

                  (d) such other consideration as the Plan Administrator may
         permit.

         In addition, to assist a Participant (including a Participant who is an
officer or a director of the Company) in acquiring shares of Common Stock
pursuant to an Award granted under the Plan, the Plan Administrator, in its sole
discretion, may authorize, either at the Grant Date or at any time before the
acquisition of Common Stock pursuant to the Award, (a) the payment by a
Participant of a full-recourse promissory note, (b) the payment by the
Participant of the purchase price, if any, of the Common Stock in installments,
or (c) the guarantee by the Company of a full-recourse loan obtained by the
Participant from a third party. Subject to the foregoing, the Plan Administrator
shall in its sole discretion specify the terms of any loans, installment
payments or loan guarantees, including the interest rate and terms of and
security for repayment.

7.6. Post-Termination Exercises

         The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option will continue to be exercisable, and
the terms and conditions of such exercise, if a Participant ceases to be
employed by, or to provide services to, the Company or its Related Corporations,
which provisions may be waived or modified by the Plan Administrator at any
time. If not so established in the instrument evidencing the Option, the Option
shall be exercisable according to the following terms and conditions, which may
be waived or modified by the Plan Administrator at any time:

                  (a) Any portion of an Option that is not vested and
         exercisable on the date of termination of the Participant's employment
         or service relationship (the "Termination Date") shall expire on such
         date, unless the Plan Administrator determines otherwise.

                                       6




                  (b) Any portion of an Option that is vested and exercisable on
         the Termination Date shall expire upon the earliest to occur of:

                           (i) the last day of the Option term;

                           (ii) if the Participant's Termination Date occurs for
                  reasons other than Cause, death, Disability or Retirement, the
                  three-month anniversary of such Termination Date;

                           (iii) if the Participant's Termination Date occurs by
                  reason of Retirement, the one-year anniversary of such
                  Termination Date; or

                           (iv) if the Participant's Termination Date occurs by
                  reason of Disability or death, the one-year anniversary of
                  such Termination Date.

         Notwithstanding the foregoing, if the Participant dies after the
Termination Date while the Option is otherwise exercisable, the portion of the
Option that is vested and exercisable on such Termination Date shall expire upon
the earlier to occur of (y) the last day of the Option term or (z) the first
anniversary of the date of death, unless the Plan Administrator determines
otherwise.

         Also notwithstanding the foregoing, in case of termination of the
Participant's employment or service relationship for Cause, the Option shall
automatically expire upon first notification to the Participant of such
termination, unless the Plan Administrator determines otherwise. If a
Participant's employment or service relationship with the Company is suspended
pending an investigation of whether the Participant shall be terminated for
Cause, all the Participant's rights under any Option likewise shall be suspended
during the period of investigation.

         A Participant's transfer of employment or service relationship between
or among the Company and its Related Corporations, or a change in status from or
to an employee to or from a consultant, shall not be considered a termination of
employment or service relationship for purposes of this Section 7. The effect of
a Company-approved leave of absence on the terms and conditions of an Option
shall be determined by the Plan Administrator, in its sole discretion.

                  SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

         To the extent required by Section 422 of the Code, Incentive Stock
Options shall be subject to the following additional terms and conditions:

8.1.  Dollar Limitation

         To the extent the aggregate Fair Market Value (determined as of the
Grant Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event
the Participant holds two or more such Options that become exercisable for the
first time in the same calendar year, such limitation shall be applied on the
basis of the order in which such Options are granted.

8.2.  10% Shareholders

         If an individual owns more than 10% of the total voting power of all
classes of the Company's stock, then the exercise price per share of an
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Grant Date and the Option term shall not exceed five
years. The determination of 10% ownership shall be made in accordance with
Section 422 of the Code.

                                       7




8.3.  Eligible Employees

         Individuals who are not employees of the Company or one of its parent
corporations or subsidiary corporations may not be granted Incentive Stock
Options. For purposes of this Section 8.3, "parent corporation" and "subsidiary
corporation" shall have the meanings attributed to those terms for purposes of
Section 422 of the Code.

8.4.  Term

         Subject to Section 8.2, the term of an Incentive Stock Option shall not
exceed 10 years.

8.5.  Exercisability

         An Option designated as an Incentive Stock Option shall cease to
qualify for favorable tax treatment as an Incentive Stock Option to the extent
it is exercised (if permitted by the terms of the Option) (a) more than three
months after the Termination Date for reasons other than death or disability,
(b) more than one year after the Termination Date by reason of Disability or (c)
after the Participant has been on leave of absence for more than 90 days, unless
the Participant's reemployment rights are guaranteed by statute or contract.

         For purposes of this Section 8.5, Disability shall mean "permanent and
total disability" as that term is defined for purposes of Section 422 of the
Code.

8.6.  Taxation of Incentive Stock Options

         In order to obtain certain tax benefits afforded to Incentive Stock
Options under Section 422 of the Code, the Participant must hold the shares
issued upon the exercise of an Incentive Stock Option for two years after the
Grant Date and one year from the date of exercise. A Participant may be subject
to the alternative minimum tax at the time of exercise of an Incentive Stock
Option. The Participant shall give the Company prompt notice of any disposition
of shares acquired by the exercise of an Incentive Stock Option prior to the
expiration of such holding periods.

8.7.  Promissory Notes

         The amount of any promissory note delivered pursuant to Section 7.5 in
connection with an Incentive Stock Option shall bear interest at a rate
specified by the Plan Administrator but in no case less than the rate required
to avoid imputation of interest (taking into account any exceptions to the
imputed interest rules) for federal income tax purposes.

                             SECTION 9. STOCK AWARDS

9.1.  Grant of Stock Awards

         The Plan Administrator is authorized to make Awards of Common Stock or
Awards denominated in units of Common Stock on such terms and conditions and
subject to such restrictions, if any, which may be based on continuous service
with the Company or the achievement of performance goals related to profits,
profit growth, profit-related return ratios, cash flow or total shareholder
return, where such goals may be stated in absolute terms or relative to
comparison companies as the Plan Administrator shall determine, in its sole
discretion, which terms, conditions and restrictions shall be set forth in the
instrument evidencing the Award. The terms, conditions and restrictions that the
Plan Administrator shall have the power to determine shall include, without
limitation, the manner in which shares subject to Stock Awards are held during
the periods they are subject to restrictions and the circumstances under which
forfeiture of the Stock Award shall occur by reason of termination of the
Participant's employment or service relationship.

                                       8




9.2.  Issuance of Shares

         Upon the satisfaction of any terms, conditions and restrictions
prescribed in respect to a Stock Award, or upon the Participant's release from
any terms, conditions and restrictions of a Stock Award, as determined by the
Plan Administrator, the Company shall release, as soon as practicable, to the
Participant or, in the case of the Participant's death, to the personal
representative of the Participant's estate or as the appropriate court directs,
the appropriate number of shares of Common Stock.

9.3.  Waiver of Restrictions

         Notwithstanding any other provisions of the Plan, the Plan
Administrator may, in its sole discretion, waive the forfeiture period and any
other terms, conditions or restrictions on any Stock Award under such
circumstances and subject to such terms and conditions as the Plan Administrator
shall deem appropriate; provided, however, that the Plan Administrator may not
adjust performance goals for any Stock Award intended to be exempt under Section
162(m) of the Code for the year in which the Stock Award is settled in such a
manner as would increase the amount of compensation otherwise payable to a
Participant.

                             SECTION 10. WITHHOLDING

         The Company may require the Participant to pay to the Company the
amount of any withholding taxes that the Company is required to withhold with
respect to the grant, vesting or exercise of any Award. Subject to the Plan and
applicable law, the Plan Administrator may, in its sole discretion, permit the
Participant to satisfy withholding obligations (up to the minimum required
federal tax withholding rate), in whole or in part, by electing to have the
Company withhold shares of Common Stock or by transferring shares of Common
Stock to the Company, in such amounts as are equivalent to the Fair Market Value
of the withholding obligation. The Company shall have the right to withhold from
any Award or any shares of Common Stock issuable pursuant to an Award or from
any cash amounts otherwise due or to become due from the Company to the
Participant an amount equal to such taxes. The Company may also deduct from any
Award any other amounts due from the Participant to the Company or a Related
Corporation.

                            SECTION 11. ASSIGNABILITY

         Awards granted under this Plan and any interest therein may not be
assigned, pledged or transferred by the Participant and may not be made subject
to attachment or similar proceedings otherwise than by will or by the applicable
laws of descent and distribution, and, during the Participant's lifetime, such
Awards may be exercised only by the Participant. Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Code, the Plan Administrator,
in its sole discretion, may permit such assignment, transfer and exercisability
and may permit a Participant to designate a beneficiary who may exercise the
Award or receive compensation under the Award after the Participant's death;
provided, however, that any Award so assigned or transferred shall be subject to
all the same terms and conditions contained in the instrument evidencing the
Award.

                                       9




                             SECTION 12. ADJUSTMENTS

12.1.  Adjustment of Shares

         In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to shareholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company being received by the holders of shares of
Common Stock of the Company, then the Plan Administrator shall make proportional
adjustments in (i) the maximum number and kind of securities subject to the Plan
as set forth in Section 4.1 and the maximum number and kind of securities that
may be made subject to Stock Awards and to Awards to any individual as set forth
in Section 4.2, and (ii) the number and kind of securities that are subject to
any outstanding Award and the per share price of such securities, without any
change in the aggregate price to be paid therefor. The determination by the Plan
Administrator as to the terms of any of the foregoing adjustments shall be
conclusive and binding. Notwithstanding the foregoing, a dissolution or
liquidation of the Company or a Corporate Transaction shall not be governed by
this Section 12.1 but shall be governed by Sections 12.2 and 12.3, respectively.

12.2.  Dissolution or Liquidation

         In the event of the proposed dissolution or liquidation of the Company,
the Plan Administrator shall notify each Participant as soon as practicable
prior to the effective date of such proposed transaction. The Plan Administrator
in its discretion may permit a Participant to exercise an Option until ten days
prior to such transaction with respect to all vested and exercisable shares of
Common Stock covered thereby and with respect to such number of unvested shares
as the Plan Administrator shall determine. In addition, the Plan Administrator
may provide that any forfeiture provision or Company repurchase option
applicable to any Award shall lapse as to such number of shares as the Plan
Administrator shall determine, contingent upon the occurrence of the proposed
dissolution or liquidation at the time and in the manner contemplated. To the
extent an Option has not been previously exercised, the Option shall terminate
automatically immediately prior to the consummation of the proposed action. To
the extent a forfeiture provision applicable to a Stock Award has not been
waived by the Plan Administrator, the Stock Award shall be forfeited
automatically immediately prior to the consummation of the proposed action.

12.3.  Corporate Transaction

         In the event of a Corporate Transaction, except as otherwise provided
in the instrument evidencing the Award, each outstanding Option shall be assumed
or an equivalent option or right substituted by the successor corporation or its
parent corporation (the "Successor Corporation"). In the event that the
Successor Corporation refuses to assume or substitute for the Option, the Option
shall terminate, but the Participant shall have the right immediately prior to
the Corporate Transaction to exercise the Participant's Option to the extent the
vesting requirements applicable to the Option have been satisfied.

12.4.  Further Adjustment of Awards

         Subject to Sections 12.2 and 12.3, the Plan Administrator shall have
the discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change in control of the Company, as defined by
the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to Participants, with respect to
Awards. Such authorized action may include (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of, or
restrictions on, Awards so as to provide for earlier, later, extended or
additional time for exercise, lifting restrictions and other modifications, and
the Plan Administrator may take such actions with respect to all Participants,
to certain categories of Participants or only to individual Participants. The
Plan Administrator may take such action before or after granting Awards to which
the action relates and before or after any public announcement with respect to
such sale, merger, consolidation, reorganization, liquidation or change in
control that is the reason for such action.

                                       10




12.5.  Limitations

         The grant of Awards shall in no way affect the Company's right to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets. 12.6 Fractional Shares In the event of
any adjustment in the number of shares covered by any Award, each such Award
shall cover only the number of full shares resulting from such adjustment.

                           SECTION 13. MARKET STANDOFF

         In connection with any underwritten public offering by the Company of
its equity securities pursuant to an effective registration statement filed
under the Securities Act, including the Company's initial public offering, a
person shall not sell, make any short sale of, loan, hypothecate, pledge, grant
any option for the purchase of, or otherwise dispose or transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to
any shares issued pursuant to an Award granted under the Plan without the prior
written consent of the Company or its underwriters. Such limitations shall be in
effect for such period of time as may be requested by the Company or such
underwriters and agreed to by the Company's officers and directors with respect
to their shares; provided, however, that in no event shall such period exceed
180 days. The limitations of this paragraph shall in all events terminate two
years after the effective date of the Company's initial public offering. Holders
of shares issued pursuant to an Award granted under the Plan shall be subject to
the market standoff provisions of this paragraph only if the officers and
directors of the Company are also subject to similar arrangements.

         In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
Company's outstanding Common Stock effected as a class without the Company's
receipt of consideration, then any new, substituted or additional securities
distributed with respect to the purchased shares shall be immediately subject to
the provisions of this Section 13, to the same extent the purchased shares are
at such time covered by such provisions.

         In order to enforce the limitations of this Section 13, the Company may
impose stop-transfer instructions with respect to the purchased shares until the
end of the applicable standoff period.

                  SECTION 14. AMENDMENT AND TERMINATION OF PLAN

14.1.  Amendment of Plan

         The Plan may be amended only by the Board in such respects as it shall
deem advisable; provided, however, to the extent required for compliance with
Section 422 of the Code or any applicable law or regulation, shareholder
approval shall be required for any amendment that would (a) increase the total
number of shares available for issuance under the Plan, (b) modify the class of
persons eligible to receive Options or (c) otherwise require shareholder
approval under any applicable law or regulation. Any amendment made to this Plan
that would constitute a "modification" to Incentive Stock Options outstanding on
the date of such amendment shall not, without the consent of the Participant, be
applicable to such outstanding Incentive Stock Options but shall have
prospective effect only.

14.2 Termination of Plan

          The Board may suspend or terminate the Plan at any time. Unless sooner
terminated as provided herein, the Plan shall terminate ten years after the
earlier of the Plan's adoption by the Board and approval by the shareholders.

14.3.  Consent of Participant

         The amendment or termination of the Plan or the amendment of an
outstanding Award shall not, without the Participant's consent, impair or
diminish any rights or obligations under any Award theretofore granted to the
Participant under the Plan; provided, however, that adjustments made pursuant to
Section 12 shall not be subject to these restrictions. Any change or adjustment
to an outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option.

                                       11




                               SECTION 15. GENERAL

15.1.  Evidence of Awards

         Awards granted under the Plan shall be evidenced by a written
instrument that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan.

15.2.  No Individual Rights

         Nothing in the Plan or any Award granted under the Plan shall be deemed
to constitute an employment contract or confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other
relationship with, the Company or any Related Corporation or limit in any way
the right of the Company or any Related Corporation of the Company to terminate
a Participant's employment or other relationship at any time, with or without
cause.

15.3.  Registration

         Notwithstanding any other provision of the Plan, the Company shall have
no obligation to issue or deliver any shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan unless such issuance,
delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act), and the applicable
requirements of any securities exchange or similar entity.

         The Company shall be under no obligation to any Participant to register
for offering or resale or to qualify for exemption under the Securities Act, or
to register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue certificates for shares with such legends and subject to
such restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws.

         To the extent that the Plan or any instrument evidencing an Award
provides for issuance of stock certificates to reflect the issuance of shares of
Common Stock, the issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock
exchange.

15.4.  No Rights as a Shareholder

         No Option or Stock Award denominated in units shall entitle the
Participant to any cash dividend, voting or other right of a shareholder unless
and until the date of issuance under the Plan of the shares that are the subject
of such Award.

15.5.  Compliance With Laws and Regulations

         Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other
Participants. Additionally, in interpreting and applying the provisions of the
Plan, any Option granted as an Incentive Stock Option pursuant to the Plan
shall, to the extent permitted by law, be construed as an "incentive stock
option" within the meaning of Section 422 of the Code.

15.6.  Participants in Foreign Countries

         The Plan Administrator shall have the authority to adopt such
modifications, procedures, and subplan as may be necessary or desirable to
comply with provisions of the laws of foreign countries in which the Company or
its Related Corporations may operate to assure the viability of the benefits
from Awards granted to Participants employed in such countries and to meet the
objectives of the Plan.

                                       12

15.7.  No Trust or Fund

         The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company.

15.8.  Severability

         If any provision of the Plan or any Award is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Award under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction,
person or Award, and the remainder of the Plan and any such Award shall remain
in full force and effect.

15.9.  Choice of Law

         The Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of New York without giving effect to
principles of conflicts of laws.

                           SECTION 16. EFFECTIVE DATE

         The Plan's Effective Date is the date on which it is adopted by the
Board, so long as it is approved by the Company's shareholders at any time
within 12 months of such adoption.

                                       13






                                   APPENDIX I

                    PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
                                  SUMMARY PAGE

Date of Board   Action                   Section/Effect of Amendment  Date of Shareholder
Action                                                                Approval

July 1, 2004    Initial Plan Adoption                                 July 1, 2004






                                       14



                                                                    EXHIBIT 10.1


                               SERVICES AGREEMENT

     This Services Agreement is entered into as of March 1, 2004 by and between
American Motorcycle Leasing Corp. ("AML"), a Nevada corporation with an address
at 240 West 35th Street, Suite 402, New York, New York 10001, and Sparta
Commercial Services, LLC ("SCS"), a Delaware limited liability company with an
address at P.O. Box 60, New York, New York 10156.

                                    RECITALS

     AML possess certain expertise in connection with the extension of credit
and underwriting techniques for leasing motor vehicles and has employees skilled
in the application of such expertise through the use of AML's proprietary
intellectual property.

     SCS desires to retain AML as an independent contractor to utilize such
expertise for the benefit of SCS's business on the terms and conditions set
forth below, and AML desires to provide so act.

     NOW, THEREFORE, the parties hereto, in consideration of the agreements set
forth herein and intending to be legally bound hereby agree as follows.

     1. AML's Obligations. AML agrees for the fee set forth in Section 2 below,
to provide to SCS AML personnel to assist with SCS's credit and underwriting
activities for its business of leasing motor vehicles on an as needed basis as
evidenced by SCS's written requests therefore. AML shall devote such of its
employees and computer equipment and software as shall be necessary to
accommodate SCS's requirements; provided, however, that nothing herein shall
obligate AML to undertake any such request for service if such request would
impose upon AML the requirement to hire any additional personnel, require its
personnel to work overtime or require AML to divert its employees from
performing their normal duties on behalf of AML or otherwise interfere with the
normal operations of AML's business. If such a conflict occurs, AML shall assign
its personnel to complete AML-related matters first. Thereafter, AML shall
assign personnel to complete SCS-related services.

     2. SCS's Obligations. (a) SCS shall pay to AML a one time fee of
US$100,000.00 for signing this Services Agreement, of such amount $20,000.00 is
to be paid by May 15, 2004 and the balance of $80,000.00 is to be paid no later
than March 1, 2005 and (b) SCS shall pay the salaries of those AML employees
who's services SCS utilizes to accommodate SCS's requirements. In order to
ensure efficient provision of such services, SCS shall provide to AML specific
instructions as to the nature of the services to be provided by AML and AML's
employees. Such instructions may be given verbally if and only if a
representative of SCS is present at AML's facilities at the time such services
are requested. Otherwise, all such requests shall be in writing which may
include electronic correspondence.

     3. Facilities Access. Representatives of SCS shall have access to AML's
facilities during normal business hours, subject to any reasonable restrictions
AML may impose.



     4. Electronic Data Processing. From and after the date of this Agreement,
SCS personnel shall have access to AML's electronic data processing network;
provided that SCS shall have installed and paid for any firewall(s) necessary to
separate AML data from SCS data.

     5. Term. The Agreement shall be for an initial period of three (3) years
and automatically shall be renewable for additional one (1) year periods;
provided that either party may terminate this Agreement on not less than sixty
(60) days prior written notice to the other before the end of the then current
term.

     6. Insurance. Each party shall maintain its current levels of property and
casualty insurance during the term of this Agreement.

     7. Indemnification. Each party hereby agrees to save, defend and indemnify
the other party and such other party's affiliates against and hold them harmless
from any and all claims, liabilities, losses, damages, deficiencies, costs and
expenses, of every kind, nature and description, fixed or contingent (including,
without limitation, interest, penalties and counsel's fees and expenses),
asserted against, resulting to, imposed upon or incurred by such other party or
any of its affiliates, officers, directors or agents, directly or indirectly,
arising out of any claim that occurred prior to the termination of this
Agreement resulting from any negligence on the part of the party charged with
indemnification or the breach by such party of any covenant or agreement made by
such party hereunder.

     8. Miscellaneous.

     a. Force Majeure. Neither party shall be held liable or responsible to the
other party or be deemed to have defaulted under or breached this Agreement for
failure or delay in fulfilling or performing any term of this Agreement when
such failure or delay is caused by or results from events beyond the reasonable
control of the non-performing party, including fires, floods, embargoes,
shortages, epidemics, quarantines, war, acts of war (whether war be declared or
not), insurrections, riots, civil commotion, strikes, lockouts or other labor
disturbances, acts of God or acts, omissions or delays in acting by any
governmental authority. The non-performing party shall notify the other Party of
such force majeure within twenty (20) days after such occurrence by giving
written notice to the other party stating the nature of the event, its
anticipated duration, and any action being taken to avoid or minimize its
effect. The suspension of performance shall be of no greater scope and no longer
duration than is necessary and the non-performing party shall use commercially
reasonable efforts to remedy its inability to perform; provided, however, that
in the event the suspension of performance continues for one-hundred and eighty
(180) days after the date of the occurrence, the parties shall meet to discuss
in good faith how to proceed in order to accomplish intentions of this
Agreement.

     b. Assignment. Without the prior written consent of the other party hereto,
neither party shall sell, transfer, assign, delegate, pledge or otherwise
dispose of, whether voluntarily, involuntarily, by operation of law or
otherwise, this Agreement or any of its rights or duties hereunder; provided,
however, that either party hereto may assign or

                                       2



transfer this Agreement or any of its rights or obligations hereunder without
the consent of the other party (a) to any affiliate of such party; or (b) to any
third party with which it may merge or consolidate, or to which it may transfer
all or substantially all of its assets to which this Agreement relates if in any
such event (i) the assigning party (provided that it is not the surviving
entity) remains jointly and severally liable with the third party assignee under
this Agreement, and (ii) the assignee or surviving entity assumes in writing all
of the assigning party's obligations under this Agreement. Any purported
assignment or transfer in violation of this Section shall be void ab initio and
of no force or effect.

     c. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under any present or future law, and if the rights or
obligations of either party under this Agreement will not be materially and
adversely affected thereby, (i) such provision shall be fully severable, (ii)
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part, (iii) the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance here from, and (iv) in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this Agreement a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and reasonably acceptable
to the parties herein. To the fullest extent permitted by applicable law, each
party hereby waives any provision of law that would render any provision
prohibited or unenforceable in any respect.

     d. Governing Law, Jurisdiction, Venue and Service. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Agreement to the substantive law of
another jurisdiction. The parties hereby irrevocably and unconditionally consent
to the exclusive jurisdiction of the courts of the State of New York and the
United States District Court for the Southern District of New York for any
action, suit or proceeding (other than appeals there from) arising out of or
relating to this Agreement, and agree not to commence any action, suit or
proceeding (other than appeals there from) related thereto except in such
courts. The parties further hereby irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or proceeding (other than
appeals there from) arising out of or relating to this Agreement in the courts
of the State of New York or the United States District Court for the Southern
District of New York, and hereby further irrevocably and unconditionally waive
and agree not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
Each party hereto further agrees that service of any process, summons, notice or
document by U.S. registered mail to its address set forth below shall be
effective service of process for any action, suit or proceeding brought against
it under this Agreement in any such court.

     e. Notices. All notices or other communications that are required or
permitted hereunder shall be in writing and delivered personally, sent by
facsimile (and promptly confirmed by personal delivery, registered

                                       3



or certified mail or overnight courier as provided herein), sent by
nationally-recognized overnight courier or sent by registered or certified mail,
postage prepaid, return receipt requested, addressed to the parties at their
respective addresses set forth above or to such other address as the party to
whom notice is to be given may have furnished to the other party in writing in
accordance herewith. Any such communication shall be deemed to have been given
(i) when delivered, if personally delivered or sent by facsimile on a business
day, (ii) on the business day after dispatch, if sent by nationally-recognized
overnight courier, and (iii) on the third business day following the date of
mailing, if sent by mail. It is understood and agreed that this Section 8e is
not intended to govern the day-to-day business communications necessary between
the Parties in performing their duties, in due course, under the terms of this
Agreement.

         If a facsimile to AML: 212-563-3031

         If a facsimile to SCS: 212-523-0585

     f. Entire Agreement; Modifications. This Agreement sets forth and
constitutes the entire agreement and understanding between the parties with
respect to the subject matter hereof and all prior agreements, understanding,
promises and representations, whether written or oral, with respect thereto are
superseded hereby. Each party confirms that it is not relying on any
representations or warranties of the other party except as specifically set
forth herein. No amendment, modification, release or discharge shall be binding
upon the parties unless in writing and duly executed by authorized
representatives of both parties.

     g. Relationship of the Parties. It is expressly agreed that the parties
shall be independent contractors of one another and that the relationship
between the parties shall not constitute a partnership, joint venture or agency.
Neither party shall have the authority to make any statements, representations
or commitments of any kind, or to take any action, which shall be binding on the
other, without the prior written consent of the other to do so. All persons
employed by a party shall be employees of such party and not of the other party
and all costs and obligations incurred by reason of any such employment shall be
for the account and expense of such party. SCS shall not be deemed to have any
leasehold, license or other interest in the premises occupied by AML during the
term of this Agreement and shall not hold itself out as doing business at any
such premises.

     h. Waiver. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in a written instrument duly executed by or
on behalf of the party waiving such term or condition. The waiver by either
party hereto of any right hereunder or of the failure to perform or of a breach
by the other party shall not be deemed a waiver of any other right hereunder or
of any other breach or failure by said other party whether of a similar nature
or otherwise.

     j. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       4



     k. No Benefit to Third Parties. The representations, warranties, covenants
and agreements set forth in this Agreement are for the sole benefit of
the parties hereto and their successors and permitted assigns, and they shall
not be construed as conferring any rights on any other parties.

     l. Further Assurance. Each party shall duly execute and deliver, or cause
to be duly executed and delivered, such further instruments and do and cause to
be done such further acts and things, including the filing of such assignments,
agreements, documents and instruments, as may be necessary or as the other party
may reasonably request in connection with this Agreement or to carry out more
effectively the provisions and purposes, or to better assure and confirm unto
such other party its rights and remedies under this Agreement.

     m. References. Unless otherwise specified, (a) references in this Agreement
to any Section shall mean references to such Section of this Agreement, (b)
references in any section to any clause are references to such clause of such
section, and (c) references to any agreement, instrument or other document in
this Agreement refer to such agreement, instrument or other document as
originally executed or, if subsequently varied, replaced or supplemented from
time to time, as so varied, replaced or supplemented and in effect at the
relevant time of reference thereto.

     n. Construction. Except where the context otherwise requires, wherever
used, the singular shall include the plural, the plural the singular, the use of
any gender shall be applicable to all genders and the word "or" is used in the
inclusive sense (and/or). The captions of this Agreement are for convenience of
reference only and in no way define, describe, extend or limit the scope or
intent of this Agreement or the intent of any provision contained in this
Agreement. The term "including" as used herein shall mean including, without
limiting the generality of any description preceding such term.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.

SPARTA COMMERCIAL SERVICES, LLC
By:     /s/ A.L. Havens
   ---------------------------
Name:   A.L. Havens
Title:  C.E.O.

AMERICAN MOTORCYCLE LEASING CORP.

By:     /s/ A.W. Adler
   ---------------------------
Name:   A.W. Adler
Title:  CFO

                                       5

                                                                    EXHIBIT 10.2


                                LICENSE AGREEMENT

     This License Agreement is dated as of June 1, 2002 between American
Motorcycle Leasing Corp. ("Licensor"), a Nevada corporation with an address at
240 West 35th Street, Suite 402, New York, New York 10001, and Sparta Financial
Services, LLC ("Licensee"), a Delaware limited liability company with an address
at P.O. Box 60, New York, New York 10156.

                                    RECITALS

     Licensor has developed certain proprietary software, operating systems and
processes as more fully set forth herein for use in connection with the
extension of credit and underwriting techniques for purchase and lease of motor
vehicles.

     Licensee desires to utilize such proprietary software, operating systems
and processes in its own business and desires to license the use thereof from
Licensor.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follow:
     1. Grant of License. Upon payment by Licensee of the license fee set forth
in Section 2 hereof, Licensor hereby grants to Licensee a worldwide,
non-exclusive, perpetual, fully paid and royalty free license (the "License") to
use Licensor's proprietary operating systems for: (i) consumer credit e
underwriting procedures, (ii) current and residual vehicle and vehicle lease
residual value evaluation methods, (iii) rental stream collection and insurance
tracking policies and procedures and (iv) all manuals and related proprietary
software whether now owned or hereafter developed or acquired by Licensor
relating to the extension of credit and underwriting techniques for purchase and
lease of motor vehicles (the "Licensed Property").

     2. License Fee. In consideration of the grant of the License, Licensee
shall pay to Licensor the sum of US$300,000.00 as follows; $20,000.00 by March
31, 2003, $180,000 by October 30, 2003 and $100,000.00 on or before June1, 2005.
For the period from June 1, 2002 until the License Fee described here-in is
paid-in-full, Licensor may, at its sole determination, permit Licensee use of
and access to the Licensed Property without otherwise jeopardizing the terms and
conditions of this License Agreement. If the License Fee described here-in is
not paid-in-full by June 1, 2005, this License Agreement shall immediately
terminate. Upon termination, Licensee shall, within 30 calendar days, return to
Licensor and all manuals, materials, software and all other items granted here
under .

     3. License Limitations. Licensee hereby covenants to Licensor that Licensee
shall not use or practice the Licensed Property Party, directly or indirectly,
on behalf of itself or any other party, for any purpose other than as permitted
under the License.

     4. No Other Rights. Licensee shall have no right, express or implied,
with respect to any other property or assets of Licensor.



     5. No Right to Sublicense. Licensee shall have no right to sublicense the
Licensed Property to any third party without the express prior written consent
of Licensor, which consent may be withheld at Licensor's discretion for any
reason.

     6. Rights in Bankruptcy. All rights and licenses granted under or pursuant
to this Agreement by Licensor are, and shall otherwise be deemed to be, for
purposes of Section 365(n) of the United States Bankruptcy Code, licenses of
rights to "intellectual property" as defined under Section 101 of the United
States Bankruptcy Code. The parties agree that Licensee, as licensee of such
rights under this Agreement, shall retain and may fully exercise all of its
rights and elections under the United States Bankruptcy Code. The parties
further agree that, in the event of the commencement of a bankruptcy proceeding
by or against Licensor under the United States Bankruptcy Code, Licensee shall
be entitled to a complete duplicate of (or complete access to, as appropriate)
any Licensed Property and all embodiments of the Licensed Property, which, if
not already in Licensee's possession, shall be promptly delivered to it (a) upon
any such commencement of a bankruptcy proceeding upon Licensee's written request
therefore, unless Licensor continues to perform all of its obligations under
this Agreement or (b) if not delivered under clause (a) above, following the
rejection of this Agreement by or on behalf of Licensor upon written request
therefore by Licensee.

     7. Representations, Warranties and Covenants. Each party hereby represents,
warrants and covenants to the other party as follows:

     a. Corporate Authority. Such party (a) has the power and authority and the
legal right to enter into this Agreement and perform its obligations hereunder,
and (b) has taken all necessary action on its part required to authorize the
execution and delivery of this Agreement and the performance of its obligations
hereunder. This Agreement has been duly executed and delivered on behalf of such
party and constitutes a legal, valid and binding obligation of such party and is
enforceable against it in accordance with its terms subject to the effects of
bankruptcy, insolvency or other laws of general application affecting the
enforcement of creditor rights and judicial principles affecting the
availability of specific performance and general principles of equity, whether
enforceability is considered a proceeding at law or equity.

     b. Litigation. Such party is not aware of any pending or threatened
litigation (and has not received any communication) that alleges that such
party's activities related to this Agreement have violated, or that by
conducting the activities as contemplated herein such party would violate, any
of the intellectual property rights of any other party.

     c. Consents, Approvals, etc. All necessary consents, approvals and
authorizations required to be obtained by such Party in connection with the
execution and delivery of this Agreement and the performance of its obligations
hereunder have been obtained.

     d. Conflicts. The execution and delivery of this Agreement and the
performance of such party's obligations hereunder (a) do not conflict with or
violate any

                                       2



requirement of applicable law, rule or regulation or any provision
of the articles of incorporation, bylaws or any similar instrument of such
party, as applicable, in any material way, and (b) do not conflict with,
violate, or breach or constitute a default or require any consent under, any
contractual obligation or court or administrative order by which such party is
bound.

     e. Corporate Status. Each party is duly organized as a corporation or
limited liability company, as the case may be, in its respective jurisdiction of
organization, is validly existing and in good standing under the laws of such
jurisdiction, and has full corporate power and authority and the legal right to
own and operate its property and assets and to carry on its business as it is
now being conducted and as it is contemplated to be conducted by this Agreement.

     8. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN
SECTION 7 HEREOF, NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS AND GRANTS NO
WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY
STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER
WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE
OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

     9. Miscellaneous.

     a. Force Majeure. Neither party shall be held liable or responsible to the
other party or be deemed to have defaulted under or breached this Agreement for
failure or delay in fulfilling or performing any term of this Agreement when
such failure or delay is caused by or results from events beyond the reasonable
control of the non-performing party, including fires, floods, embargoes,
shortages, epidemics, quarantines, war, acts of war (whether war be declared or
not), insurrections, riots, civil commotion, strikes, lockouts or other labor
disturbances, acts of God or acts, omissions or delays in acting by any
governmental authority. The non-performing party shall notify the other Party of
such force majeure within twenty (20) days after such occurrence by giving
written notice to the other party stating the nature of the event, its
anticipated duration, and any action being taken to avoid or minimize its
effect. The suspension of performance shall be of no greater scope and no longer
duration than is necessary and the non-performing party shall use commercially
reasonable efforts to remedy its inability to perform; provided, however, that
in the event the suspension of performance continues for one-hundred and eighty
(180) days after the date of the occurrence, the parties shall meet to discuss
in good faith how to proceed in order to accomplish intentions of this
Agreement.

     b. Assignment. Without the prior written consent of the other party hereto,
neither party shall sell, transfer, assign, delegate, pledge or otherwise
dispose of, whether voluntarily, involuntarily, by operation of law or
otherwise, this Agreement or any of its

                                       3



rights or duties hereunder; provided, however, that either party hereto may
assign or transfer this Agreement or any of its rights or obligations hereunder
without the consent of the other party (a) to any affiliate of such party; or
(b) to any third party with which it may merge or consolidate, or to which it
may transfer all or substantially all of its assets to which this Agreement
relates if in any such event (i) the assigning party (provided that it is not
the surviving entity) remains jointly and severally liable with the third party
assignee under this Agreement, and (ii) the assignee or surviving entity assumes
in writing all of the assigning party's obligations under this Agreement. Any
purported assignment or transfer in violation of this Section shall be void ab
initio and of no force or effect.

     c. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under any present or future law, and if the rights or
obligations of either party under this Agreement will not be materially and
adversely affected thereby, (i) such provision shall be fully severable, (ii)
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part, (iii) the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance here from, and (iv) in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this Agreement a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and reasonably acceptable
to the parties herein. To the fullest extent permitted by applicable law, each
party hereby waives any provision of law that would render any provision
prohibited or unenforceable in any respect.

     d. Governing Law, Jurisdiction, Venue and Service. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Agreement to the substantive law of
another jurisdiction. The parties hereby irrevocably and unconditionally consent
to the exclusive jurisdiction of the courts of the State of New York and the
United States District Court for the Southern District of New York for any
action, suit or proceeding (other than appeals there from) arising out of or
relating to this Agreement, and agree not to commence any action, suit or
proceeding (other than appeals there from) related thereto except in such
courts. The parties further hereby irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or proceeding (other than
appeals there from) arising out of or relating to this Agreement in the courts
of the State of New York or the United States District Court for the Southern
District of New York, and hereby further irrevocably and unconditionally waive
and agree not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
Each party hereto further agrees that service of any process, summons, notice or
document by U.S. registered mail to its address set forth below shall be
effective service of process for any action, suit or proceeding brought against
it under this Agreement in any such court.

     e. Notices. All notices or other communications that are required or
permitted hereunder shall be in writing and delivered personally, sent by
facsimile (and promptly confirmed by personal delivery, registered or certified
mail or overnight courier as provided herein), sent by nationally-recognized
overnight courier or sent by registered or certified mail, postage prepaid,
return receipt requested, addressed to the parties at their respective addresses
set forth above or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any such communication shall be deemed to have been given (i) when delivered, if
personally delivered or sent by facsimile on a business day, (ii) on the
business day after dispatch, if sent by nationally-recognized overnight courier,
and (iii) on the third business day following the date of mailing, if sent by
mail. It is understood and agreed that this Section 9e is not intended to govern
the day-to-day business communications necessary between the Parties in
performing their duties, in due course, under the terms of this Agreement. .

         If a facsimile to Licensor: 212-563-3031

         If a facsimile to Licensee: 212-523-0585

     f. Entire Agreement; Modifications. This Agreement sets forth and
constitutes the entire agreement and understanding between the parties with
respect to the subject matter hereof and all prior agreements, understanding,
promises and representations, whether written or oral, with respect thereto are
superseded hereby. Each party confirms that it is not relying on any
representations or warranties of the other party except as specifically set
forth herein. No amendment, modification, release or discharge shall be binding
upon the parties unless in writing and duly executed by authorized
representatives of both parties.

     g. Relationship of the Parties. It is expressly agreed that the parties
shall be independent contractors of one another and that the relationship
between the parties shall not constitute a partnership, joint venture or agency.
Neither party shall have the authority to make any statements, representations
or commitments of any kind, or to take any action, which shall be binding on the
other, without the prior written consent of the other to do so. All persons
employed by a party shall be employees of such party and not of the other party
and all costs and obligations incurred by reason of any such employment shall be
for the account and expense of such party.

     h. Equitable Relief. Licensee acknowledges and agrees that any violation or
threatened violation of any provision of this Agreement by Licensee will result
in irreparable injury to Licensor. Licensee also acknowledges and agrees that in
the event of a violation or threatened violation of any provision of this
Agreement, Licensor shall be entitled to preliminary and permanent injunctive
relief, without the necessity of proving irreparable injury or actual damages
and without the necessity of having to post a bond, as well as to an equitable
accounting of all earnings, profits and other benefits arising from any such
violation. The rights provided in the immediately preceding

                                       5



sentence shall be cumulative and in addition to any other rights or remedies
that may be available to Licensor. Nothing in this Section 9h is intended, or
should be construed, to limit such Licensor's right to preliminary and permanent
injunctive relief or any other remedy for breach of any other provision of this
Agreement.

     i. Waiver. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in a written instrument duly executed by or
on behalf of the party waiving such term or condition. The waiver by either
party hereto of any right hereunder or of the failure to perform or of a breach
by the other party shall not be deemed a waiver of any other right hereunder or
of any other breach or failure by said other party whether of a similar nature
or otherwise.

     j. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     k. No Benefit to Third Parties. The representations, warranties, covenants
and agreements set forth in this Agreement are for the sole benefit of the
parties hereto and their successors and permitted assigns, and they shall not be
construed as conferring any rights on any other parties.

     l. Further Assurance. Each party shall duly execute and deliver, or cause
to be duly executed and delivered, such further instruments and do and cause to
be done such further acts and things, including the filing of such assignments,
agreements, documents and instruments, as may be necessary or as the other party
may reasonably request in connection with this Agreement or to carry out more
effectively the provisions and purposes, or to better assure and confirm unto
such other party its rights and remedies under this Agreement.

     m. References. Unless otherwise specified, (a) references in this Agreement
to any Section shall mean references to such Section of this Agreement, (b)
references in any section to any clause are references to such clause of such
section, and (c) references to any agreement, instrument or other document in
this Agreement refer to such agreement, instrument or other document as
originally executed or, if subsequently varied, replaced or supplemented from
time to time, as so varied, replaced or supplemented and in effect at the
relevant time of reference thereto.

     n. Construction. Except where the context otherwise requires, wherever
used, the singular shall include the plural, the plural the singular, the use of
any gender shall be applicable to all genders and the word "or" is used in the
inclusive sense (and/or). The captions of this Agreement are for convenience of
reference only and in no way define, describe, extend or limit the scope or
intent of this Agreement or the intent of any provision contained in this
Agreement. The term "including" as used herein shall mean including, without
limiting the generality of any description preceding such term.

                                       6



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


SPARTA FINANCIAL SERVICES, LLC



By:     /s/ A.L. Havens
   ---------------------------
Name:   A.L. Havens
Title:  C.E.O.



AMERICAN MOTORCYCLE LEASING CORP.



By:     /s/ A.W. Adler
   ---------------------------
Name:   A.W. Adler
Title:  CFO


                                       7


                                                                    EXHIBIT 10.3



                         AMENDMENT TO LICENSE AGREEMENT

     This Amendment to the License Agreement dated as of June 1, 2002 between
American Motorcycle Leasing Corp. ("Licensor"), a Nevada corporation with an
address at 240 West 35th Street, Suite 402, New York, New York 10001, and Sparta
Commercial Services, LLC , formerly Sparta Financial Services, LLC ("Licensee"),
a Delaware limited liability company with an address at P.O. Box 60, New York,
New York 10156 (the "License Agreement") is dated December 3, 2003 (the "Amended
License Agreement".)

                                    RECITALS

     Licensor has developed certain proprietary software, operating systems and
processes as more fully set forth herein for use in connection with the
extension of credit and underwriting techniques for purchase and lease of motor
vehicles.

     Licensee desires to utilize such proprietary software, operating systems
and processes in its own business and desires to license the use thereof from
Licensor.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follow:
     1. Grant of License. Upon payment by Licensee of the license fee set forth
in Section 2 hereof, Licensor hereby grants to Licensee a worldwide,
non-exclusive, perpetual, fully paid and royalty free license (the "License") to
use Licensor's proprietary operating systems for: (i) consumer credit e
underwriting procedures, (ii) current and residual vehicle and vehicle lease
residual value evaluation methods, (iii) rental stream collection and insurance
tracking policies and procedures and (iv) all manuals and related proprietary
software whether now owned or hereafter developed or acquired by Licensor
relating to the extension of credit and underwriting techniques for purchase and
lease of motor vehicles (the "Licensed Property").

     2. License Fee. In consideration of the grant of the License, Licensee
shall pay to Licensor the sum of US$300,000.00 as follows; $20,000.00 by March
31, 2003, $180,000 by October 30, 2003 and $100,000.00 and a total of 330,433
Units of Membership Interest of Licensee's Membership Interest on or before
June1, 2005. For the period from June 1, 2002 until the License Fee described
here-in is paid-in-full, Licensor may, at its sole determination, permit
Licensee use of and access to the Licensed Property without otherwise
jeopardizing the terms and conditions of this License Agreement. If the License
Fee described here-in is not paid-in-full by June 1, 2005, this License
Agreement shall immediately terminate. Upon termination, Licensee shall, within
30 calendar days, return to Licensor and all manuals, materials, software and
all other items granted here under .

     3. License Limitations. Licensee hereby covenants to Licensor that Licensee
shall not use or practice the Licensed Property Party, directly or indirectly,
on



behalf of itself or any other party, for any purpose other than as permitted
under the License.

     4. No Other Rights. Licensee shall have no right, express or implied, with
respect to any other property or assets of Licensor.

     5. No Right to Sublicense. Licensee shall have no right to sublicense the
Licensed Property to any third party without the express prior written consent
of Licensor, which consent may be withheld at Licensor's discretion for any
reason.

     6. Rights in Bankruptcy. All rights and licenses granted under or pursuant
to this Agreement by Licensor are, and shall otherwise be deemed to be, for
purposes of Section 365(n) of the United States Bankruptcy Code, licenses of
rights to "intellectual property" as defined under Section 101 of the United
States Bankruptcy Code. The parties agree that Licensee, as licensee of such
rights under this Agreement, shall retain and may fully exercise all of its
rights and elections under the United States Bankruptcy Code. The parties
further agree that, in the event of the commencement of a bankruptcy proceeding
by or against Licensor under the United States Bankruptcy Code, Licensee shall
be entitled to a complete duplicate of (or complete access to, as appropriate)
any Licensed Property and all embodiments of the Licensed Property, which, if
not already in Licensee's possession, shall be promptly delivered to it (a) upon
any such commencement of a bankruptcy proceeding upon Licensee's written request
therefore, unless Licensor continues to perform all of its obligations under
this Agreement or (b) if not delivered under clause (a) above, following the
rejection of this Agreement by or on behalf of Licensor upon written request
therefore by Licensee.

     7. Representations, Warranties and Covenants. Each party hereby represents,
warrants and covenants to the other party as follows:

     a. Corporate Authority. Such party (a) has the power and authority and the
legal right to enter into this Agreement and perform its obligations hereunder,
and (b) has taken all necessary action on its part required to authorize the
execution and delivery of this Agreement and the performance of its obligations
hereunder. This Agreement has been duly executed and delivered on behalf of such
party and constitutes a legal, valid and binding obligation of such party and is
enforceable against it in accordance with its terms subject to the effects of
bankruptcy, insolvency or other laws of general application affecting the
enforcement of creditor rights and judicial principles affecting the
availability of specific performance and general principles of equity, whether
enforceability is considered a proceeding at law or equity.

     b. Litigation. Such party is not aware of any pending or threatened
litigation (and has not received any communication) that alleges that such
party's activities related to this Agreement have violated, or that by
conducting the activities as contemplated herein such party would violate, any
of the intellectual property rights of any other party.

                                       2



     c. Consents, Approvals, etc. All necessary consents, approvals and
authorizations required to be obtained by such Party in connection with the
execution and delivery of this Agreement and the performance of its obligations
hereunder have been obtained.

     d. Conflicts. The execution and delivery of this Agreement and the
performance of such party's obligations hereunder (a) do not conflict with or
violate any requirement of applicable law, rule or regulation or any provision
of the articles of incorporation, bylaws or any similar instrument of such
party, as applicable, in any material way, and (b) do not conflict with,
violate, or breach or constitute a default or require any consent under, any
contractual obligation or court or administrative order by which such party is
bound.

     e. Corporate Status. Each party is duly organized as a corporation or
limited liability company, as the case may be, in its respective jurisdiction of
organization, is validly existing and in good standing under the laws of such
jurisdiction, and has full corporate power and authority and the legal right to
own and operate its property and assets and to carry on its business as it is
now being conducted and as it is contemplated to be conducted by this Agreement.

     8. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN
SECTION 7 HEREOF, NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS AND GRANTS NO
WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY
STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER
WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE
OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

     9. Miscellaneous.

     a. Force Majeure. Neither party shall be held liable or responsible to the
other party or be deemed to have defaulted under or breached this Agreement for
failure or delay in fulfilling or performing any term of this Agreement when
such failure or delay is caused by or results from events beyond the reasonable
control of the non-performing party, including fires, floods, embargoes,
shortages, epidemics, quarantines, war, acts of war (whether war be declared or
not), insurrections, riots, civil commotion, strikes, lockouts or other labor
disturbances, acts of God or acts, omissions or delays in acting by any
governmental authority. The non-performing party shall notify the other Party of
such force majeure within twenty (20) days after such occurrence by giving
written notice to the other party stating the nature of the event, its
anticipated duration, and any action being taken to avoid or minimize its
effect. The suspension of performance shall be of no greater scope and no longer
duration than is necessary and the non-performing party shall use commercially
reasonable efforts to remedy its inability to perform; provided, however, that
in the event the suspension of performance continues

                                       3



for one-hundred and eighty (180) days after the date of the occurrence, the
parties shall meet to discuss in good faith how to proceed in order to
accomplish intentions of this Agreement.

     b. Assignment. Without the prior written consent of the other party hereto,
neither party shall sell, transfer, assign, delegate, pledge or otherwise
dispose of, whether voluntarily, involuntarily, by operation of law or
otherwise, this Agreement or any of its rights or duties hereunder; provided,
however, that either party hereto may assign or transfer this Agreement or any
of its rights or obligations hereunder without the consent of the other party
(a) to any affiliate of such party; or (b) to any third party with which it may
merge or consolidate, or to which it may transfer all or substantially all of
its assets to which this Agreement relates if in any such event (i) the
assigning party (provided that it is not the surviving entity) remains jointly
and severally liable with the third party assignee under this Agreement, and
(ii) the assignee or surviving entity assumes in writing all of the assigning
party's obligations under this Agreement. Any purported assignment or transfer
in violation of this Section shall be void ab initio and of no force or effect.

     c. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of either party under this Agreement will not be
materially and adversely affected thereby, (i) such provision shall be fully
severable, (ii) this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part, (iii)
the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance here from, and (iv) in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and reasonably
acceptable to the parties herein. To the fullest extent permitted by applicable
law, each party hereby waives any provision of law that would render any
provision prohibited or unenforceable in any respect.

     d. Governing Law, Jurisdiction, Venue and Service. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Agreement to the substantive law of
another jurisdiction. The parties hereby irrevocably and unconditionally consent
to the exclusive jurisdiction of the courts of the State of New York and the
United States District Court for the Southern District of New York for any
action, suit or proceeding (other than appeals there from) arising out of or
relating to this Agreement, and agree not to commence any action, suit or
proceeding (other than appeals there from) related thereto except in such
courts. The parties further hereby irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or proceeding (other than
appeals there from) arising out of or relating to this Agreement in the courts
of the State of New York or the United States District Court for the Southern
District of New York, and hereby further irrevocably and unconditionally waive
and agree not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been

                                       4



brought in an inconvenient forum. Each party hereto further agrees that service
of any process, summons, notice or document by U.S. registered mail to its
address set forth below shall be effective service of process for any action,
suit or proceeding brought against it under this Agreement in any such court.

     e. Notices. All notices or other communications that are required or
permitted hereunder shall be in writing and delivered personally, sent by
facsimile (and promptly confirmed by personal delivery, registered or certified
mail or overnight courier as provided herein), sent by nationally-recognized
overnight courier or sent by registered or certified mail, postage prepaid,
return receipt requested, addressed to the parties at their respective addresses
set forth above or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any such communication shall be deemed to have been given (i) when delivered, if
personally delivered or sent by facsimile on a business day, (ii) on the
business day after dispatch, if sent by nationally-recognized overnight courier,
and (iii) on the third business day following the date of mailing, if sent by
mail. It is understood and agreed that this Section 9e is not intended to govern
the day-to-day business communications necessary between the Parties in
performing their duties, in due course, under the terms of this Agreement. .

         If a facsimile to Licensor: 212-563-3031

         If a facsimile to Licensee: 212-523-0585

     f. Entire Agreement; Modifications. This Agreement sets forth and
constitutes the entire agreement and understanding between the parties with
respect to the subject matter hereof and all prior agreements, understanding,
promises and representations, whether written or oral, with respect thereto are
superseded hereby. Each party confirms that it is not relying on any
representations or warranties of the other party except as specifically set
forth herein. No amendment, modification, release or discharge shall be binding
upon the parties unless in writing and duly executed by authorized
representatives of both parties.

     g. Relationship of the Parties. It is expressly agreed that the parties
shall be independent contractors of one another and that the relationship
between the parties shall not constitute a partnership, joint venture or agency.
Neither party shall have the authority to make any statements, representations
or commitments of any kind, or to take any action, which shall be binding on the
other, without the prior written consent of the other to do so. All persons
employed by a party shall be employees of such party and not of the other party
and all costs and obligations incurred by reason of any such employment shall be
for the account and expense of such party.

     h. Equitable Relief. Licensee acknowledges and agrees that any violation or
threatened violation of any provision of this Agreement by Licensee will result
in irreparable injury to Licensor. Licensee also acknowledges and agrees that in
the event

                                       5



of a violation or threatened violation of any provision of this Agreement,
Licensor shall be entitled to preliminary and permanent injunctive relief,
without the necessity of proving irreparable injury or actual damages and
without the necessity of having to post a bond, as well as to an equitable
accounting of all earnings, profits and other benefits arising from any such
violation. The rights provided in the immediately preceding sentence shall be
cumulative and in addition to any other rights or remedies that may be available
to Licensor. Nothing in this Section 9h is intended, or should be construed, to
limit such Licensor's right to preliminary and permanent injunctive relief or
any other remedy for breach of any other provision of this Agreement.

     i. Waiver. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in a written instrument duly executed by or
on behalf of the party waiving such term or condition. The waiver by either
party hereto of any right hereunder or of the failure to perform or of a breach
by the other party shall not be deemed a waiver of any other right hereunder or
of any other breach or failure by said other party whether of a similar nature
or otherwise.

     j. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     k. No Benefit to Third Parties. The representations, warranties, covenants
and agreements set forth in this Agreement are for the sole benefit of the
parties hereto and their successors and permitted assigns, and they shall not be
construed as conferring any rights on any other parties.

     l. Further Assurance. Each party shall duly execute and deliver, or cause
to be duly executed and delivered, such further instruments and do and cause to
be done such further acts and things, including the filing of such assignments,
agreements, documents and instruments, as may be necessary or as the other party
may reasonably request in connection with this Agreement or to carry out more
effectively the provisions and purposes, or to better assure and confirm unto
such other party its rights and remedies under this Agreement.

     m. References. Unless otherwise specified, (a) references in this Agreement
to any Section shall mean references to such Section of this Agreement, (b)
references in any section to any clause are references to such clause of such
section, and (c) references to any agreement, instrument or other document in
this Agreement refer to such agreement, instrument or other document as
originally executed or, if subsequently varied, replaced or supplemented from
time to time, as so varied, replaced or supplemented and in effect at the
relevant time of reference thereto.

     n. Construction. Except where the context otherwise requires, wherever
used, the singular shall include the plural, the plural the singular, the use of
any gender shall be applicable to all genders and the word "or" is used in the
inclusive sense (and/or). The captions of this Agreement are for convenience of
reference only and in no

                                       6



way define, describe, extend or limit the scope or intent of this Agreement or
the intent of any provision contained in this Agreement. The term "including" as
used herein shall mean including, without limiting the generality of any
description preceding such term.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


SPARTA COMMERCIAL SERVICES, LLC


By:     /s/ A.L. Havens
   ---------------------------
Name:   A.L. Havens
Title:  C.E.O.



AMERICAN MOTORCYCLE LEASING CORP.



By:     /s/ A.W. Adler
   ---------------------------
Name:   A.W. Adler
Title:  CFO


                                       7



                                                                    EXHIBIT 10.4



                         [FORM OF EMPLOYMENT AGREEMENT]


     AGREEMENT dated as of July 12, 2004 by and between Sparta Commercial
Services, Inc., a Nevada corporation with an address at P.O. Box 60, New York,
New York 10156 (the "Company") and Anthony L. Havens ("Executive") with an
address at 240 West 35th Street, Suite 402, New York, New York 10001

     WHEREAS, the Company and Executive wish to enter into an agreement relating
to the employment of Executive by the Company;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:

          1. Term of Employment. Subject to the provisions of Section 8 of this
     Agreement, Executive shall be employed by the Company for a period
     commencing on July 12, 2004 (the "Commencement Date") and ending on the
     fifth anniversary of the Commencement Date (the "Employment Term"), on the
     terms and subject to the conditions set forth in this Agreement.
     Notwithstanding the preceding sentence, the Employment Term shall be
     automatically extended for an additional five-year period followed by
     further one-year periods, unless the Company or Executive provides the
     other party hereto 3 months prior written notice before the expiration of
     the Employment Term that the Employment Term shall not be so extended.
     "Employment Term" shall include any extension that becomes applicable
     pursuant to the preceding sentence.

          2. Position.

          (a) During the Employment Term, Executive shall serve as the Company's
     Chief Executive Officer. In such position, Executive shall have the powers,
     duties and responsibilities that are customary for a Chief Executive
     Officer of a corporation of the size, type and nature of the Company and
     shall perform such other duties as the Company's Board of Directors shall
     determine in their reasonable discretion. Executive shall report
     exclusively to the Company's Board of Directors. Executive shall comply
     with all federal, state and local laws applicable to his duties and also
     shall comply with the rules and regulations of any self-regulatory
     organization (as such term is defined in Rule 3(a)(26) of the Securities
     Exchange Act of 1934, as amended) having jurisdiction over the Company.

          (b) During the Employment Term, Executive will devote his full
     business time to the performance of his duties hereunder and will not
     engage in any other business, profession or occupation for compensation or
     otherwise which would conflict with the rendition of such services either
     directly or indirectly, without the prior written consent of the Company's
     Board of Directors. Nothing contained herein shall preclude Executive from
     (i) serving on corporate, civic and charitable boards or committees and
     (ii) managing his personal investments; provided that none of the
     activities set forth in clauses (i) and -------- (ii) interferes in any
     material respect with the performance of Executive's employment hereunder
     or conflict in any material respect with the business of the Company.

          3. Base Salary. During the Employment Term, the Company shall pay
     Executive a base salary (the "Base Salary") at the annual rate of $280,000,
     payable in regular installments in accordance with the Company's usual
     payment practices. Executive shall be entitled to such annual increases in
     his Base Salary, if any, as may be determined in the sole discretion of the
     Company's Board of Directors or of the Compensation Committee thereof.
     Executive also shall be entitled to defer up to $220,000 of his Base Salary
     in each of the first two years of the Employment Term and thereafter defer
     such additional amounts from year to year as Executive may elect (the
     "Deferred Amount"). Executive shall notify the Company not later than March
     31 of each year if he elects to defer all or any portion of the Deferred
     Amount for such year. The Company shall deduct from Executive's regular pay
     the pro rata portion of the Deferred Amount for any such year allocable to
     each pay period commencing after the date of Executive's notice to the
     Company of his election. Each such deducted amount shall be deposited in an
     interest bearing account with Citibank, N.A. Upon such deposit Executive
     shall not be allowed to withdraw such deposits until January 1 of the year
     following the year in which such deductions were made.

          4. Additional Compensation

          In addition to salary and other compensation specified in this
     agreement, Executive may from time to time, receive such additional
     compensation from the Company in such form or forms as may be determined by
     the Company's Board of Directors or the Compensation Committee thereof from
     time to in order to more fully compensate Executive for the true value of
     his services to the Company.

          5. Disposition of Company Stock Held by Executive. Following the
     termination of Executive's employment hereunder, if Executive determines to
     sell all or any portion of his shares of the Common Stock of the Company,
     Executive shall first offer to sell such shares to the Company by providing
     written notice to the Company setting forth the number of such shares to be
     sold. If the Company elects to purchase all of such shares so offered the
     purchase price per share therefor shall equal 90% of the average daily bid
     price per share of the Company's Common Stock during the 7-trading day
     period following receipt by the Company of such notice. If the Company
     elects to purchase less than all of such shares so offered, the purchase
     price per share shall be 100% of the average daily bid price per share of
     the Company's Common Stock during the 7-trading day period following
     receipt by the Company of such notice. The Company shall notify Executive
     in writing of its decision whether to purchase any or all of such shares so
     offered within three days of the end of such 7-trading day period. If the
     Company elects to purchase such shares, the Company shall pay the full
     purchase price therefor within thirty (30) days of the Company's election
     to so purchase. If the Company does not so elect or fails to notify
     Executive of its election within the time specified herein, Executive shall
     be free to sell such shares in the open market in accordance with the
     applicable rules and regulations of the Securities and Exchange Commission

          6. Employee Benefits.

     (a) Basic Benefits. During the Employment Term, Executive shall be
provided, in accordance with the terms of the Company's employee benefit plans
as in effect from time to time, health insurance and short term and long term
disability insurance, retirement benefits and fringe benefits (collectively
"Employee Benefits") on the same basis as those benefits are generally made
available to other senior executives of the Company. Executive shall be entitled
to paid vacation of six (6) weeks per calendar year within the Employment Term.
Such vacation shall be taken at times consistent with the proper performance by
the Executive of his duties and responsibilities and with the approval of the
Company's Board of Directors. Vacation not taken in any calendar year shall not
carry forward to any future year.

     (b) Life Insurance. In addition, Executive may elect to require the
Company, and the Company hereby agrees when required by Executive, to purchase a
$1,000,000 term insurance policy in favor of the Executive or his estate, the
term to end on Executive's 65th birthday. Absent Executive's death prior to age
65, such insurance policy shall be maintained by the Company regardless of
whether Executive is still employed by the Company during the term of such
policy.

     7. Business Expenses. During the Employment Term, reasonable business
expenses incurred by Executive in the performance of his duties hereunder shall
be reimbursed by the Company in accordance with Company policies.

     8. Termination. Notwithstanding any other provision of this Agreement:

          (a) By the Company for Cause or By Executive Resignation without Good
     Reason.

               (i) The Employment Term and Executive's employment hereunder may
          be terminated by the Company for Cause (as defined below) or by
          Executive's resignation without Good Reason (as defined in Section
          8(c)).

               (ii) For purposes of this Agreement, "Cause" shall mean (A) the
          Executive's willful and continued failure to substantially perform the
          duties of his position or breach of material terms of his Agreement,
          after notice (specifying the details of such alleged failure) and a
          reasonable opportunity to cure if such breach can be cured; (B) any
          willful act or omission which is demonstrably and materially injurious
          to the Company or any of its subsidiaries or affiliates; (C)
          conviction or plea of nolo contendere to a felony or other crime of
          moral turpitude involving imprisonment of more than one year; or (D)
          willful failure to carry out the legitimate directives of the
          Company's Board of Directors. No act or failure to act will be deemed
          "willful" (i) unless effected without a reasonable belief that such
          action or failure to act was in or not opposed to the Company's best
          interest; or (ii) if it results from any physical or mental
          incapacity.

               (iii) If Executive's employment is terminated by the Company for
          Cause, or if Executive resigns without Good Reason, Executive shall be
          entitled to receive (A) any accrued but unpaid Base Salary through the
          date of termination; (B) the opportunity to exercise vested stock
          options for 30 days following the later of the date of termination or
          the date of resolution of any arbitration contesting such termination;
          (C) such compensation and Employee Benefits, if any, as to which
          Executive may be entitled under the employee compensation and benefit
          plans of the Company and any other long-term incentive or equity
          program pursuant to the terms hereof through the date of termination;
          (D) any reimbursable business expenses incurred; and any Additional
          Compensation earned through the termination date. Following such
          termination of Executive's employment by the Company for Cause or
          resignation by Executive without Good Reason, except as set forth in
          Section 6(b) and this Section 8(a), Executive shall have no further
          rights to any compensation or any other benefits under this Agreement.

               (b) Disability, Death or Retirement.

                    (i) The Employment Term and Executive's employment hereunder
               shall terminate (A) upon his death; (B) if Executive becomes
               physically or mentally incapacitated for a period of indefinite
               duration and is therefore unable for a period of six (6)
               consecutive months or for an aggregate of twelve (12) months, or
               such longer period as the Company's Board of Directors in its
               sole discretion may determine, in any twenty-four (24)
               consecutive month period to perform his duties, (such incapacity
               is hereinafter referred to as "Disability"); and (C) upon his
               Retirement (as defined below). Any question as to the existence
               of the Disability of Executive as to which Executive and the
               Company cannot agree shall be determined in writing by a
               qualified independent physician mutually acceptable to Executive
               and the Company. If Executive and the Company cannot agree as to
               a qualified independent physician, each shall appoint such a
               physician and those two physicians shall select a third who shall
               make such determination in writing. For purposes of this
               Agreement, "Retirement" shall mean a Participant's voluntary
               resignation any time after attaining age 65 (or at any earlier
               date with the permission of the Board).

                    (ii) Upon termination of Executive's employment hereunder
               for death, Disability or Retirement, Executive or his estate (as
               the case may be) shall be entitled to receive (A) any accrued but
               unpaid Base Salary through the end of the calendar year in which
               such termination occurs, (B) a pro rata portion of any Additional
               Compensation that the Executive would have been entitled to
               receive pursuant to Section 4 hereof in such year based upon the
               percentage of the calendar year that shall have elapsed through
               the date of Executive's termination of employment, payable when
               such Additional Compensation would have otherwise been payable
               had the Executive's employment not terminated, (C) the
               opportunity to exercise vested stock options and Executive's
               stock options scheduled to vest during the year following such
               termination (i) in the case of death or Disability, for one year
               following such termination or (ii) in the case of Retirement, for
               four years following such termination, (D) a pro rata portion of
               any long term incentive granted to the Executive and (E) such
               compensation and Employee Benefits, if any, as to which he may be
               entitled under the employee compensation and benefit plans and
               arrangements of the Company. Following such termination of
               Executive's employment due to death, Disability or Retirement,
               except as set forth in Section 6(b) or this Section 8(b),
               Executive shall have no further rights to any compensation or any
               other benefits under this Agreement.

               (c) By the Company without Cause or Resignation by Executive for
          Good Reason.

                    (i) The Employment Term and Executive's employment hereunder
               may be terminated by the Company without Cause or by Executive's
               resignation for Good Reason.

                    (ii) For purposes of this Agreement, "Good Reason" shall
               mean:

                    (A) assignment of duties to Executive inconsistent with his
               status as Chief Executive Officer or otherwise inconsistent with
               the terms of Section 2 of this Agreement;

                    (B) Executive's relocation by the Company beyond 75 miles of
               his current place of residence;

                    (C) any material breach of the Agreement by the Company; or

                    (D) failure of any successor to all or substantially all of
               business of the Company to assume the Agreement.

                    (iii) If Executive's employment is terminated by the Company
               without Cause (other than by reason of death or Disability) or if
               Executive resigns for Good Reason, Executive shall be entitled to
               receive (A) within 30 business days after such termination, any
               accrued but unpaid Base Salary through the end of the calendar
               year in which such termination occurred in accordance with normal
               Company payroll policies, (B) unpaid Additional Compensation for
               the fiscal year prior to termination in accordance with standard
               Company policies, (C) a pro rata portion of any Additional
               Compensation that the Executive would have been entitled to
               receive pursuant to Section 4 hereof in the year of termination
               based upon the percentage of the calendar year that shall have
               elapsed through the date of Executive's termination of
               employment, payable when such Additional Compensation would have
               otherwise been payable had the Executive's employment not
               terminated provided that such Additional Compensation shall be
               equal to not less than six (6) months of Additional Compensation,
               (D) payment equal to the Severance in accordance with Section 9
               hereof; (E) continued coverage under the Company's welfare
               benefit plans available to senior executives for the lesser of
               (i) the time Executive is not covered by a comparable welfare
               benefit plan or (ii) a period of 24 months, (F) except as
               provided in Section 5 hereof, accelerated vesting of all equity
               awards (including, but not limited to, Executive's stock options)
               and the opportunity to exercise such awards on or before the
               earlier of (i) one year following such termination or (ii) the
               date of termination of such award and (G) such vested
               compensation and Employee Benefits, if any, as to which Executive
               may be entitled under the employee compensation and benefit plans
               and arrangements of the Company.

                    (iv) If the Executive resigns for Good Reason or is
               terminated without cause within 12 months after a Change in
               Control (as defined below), Executive shall be entitled to
               receive, in addition to his entitlements in (iii) above, and (A)
               within 30 business days after such termination, an additional
               lump sum payment equal to the greater of the Severance payment in
               accordance with Section 12 hereof or the balance of Executive's
               base salary hereunder for the balance of the Employment Term had
               this Agreement not Been terminated and (B) continued coverage
               under the Company welfare benefit plans available to senior
               executives for an additional 24 month period and (C) the value of
               full vesting of the Executive's account balance under the
               Company's 401(k) plan.

                    (v) For purposes of this Agreement, "Change in Control"
               shall mean:

                    (A) any Person (as defined in Section 3(a)(9) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act")
               who becomes the Beneficial Owner (as defined in Rule 13d-3 of the
               Exchange Act) (except that a Person shall be deemed to be the
               Beneficial Owner of all shares that any such Person has the right
               to acquire pursuant to any agreement or arrangement or upon
               exercise of conversion rights, warrants or options or otherwise,
               without regard to the sixty day period referred to in Rule 13d-3
               under the Exchange Act), directly or indirectly, of securities of
               the Company or any Significant Subsidiary (as defined below),
               representing 50% or more of the combined voting power of the
               Company's or such Significant Subsidiary's then-outstanding
               securities and is the largest shareholder of the Company;

                    (B) during any period of two consecutive years, individuals
               who at the beginning of such period constitute the Board, and any
               new director whose election by the Board or nomination for
               election by the Company's stockholders was approved by a vote of
               at least two-thirds of the directors then still in office who
               either were directors at the beginning of the two-year period or
               whose election or nomination for election was previously so
               approved but excluding for this purpose any such new director
               whose initial assumption of office occurs as a result of either
               an actual or threatened election contest (as such terms are used
               in Rule 14a-11 of Regulation 14A promulgated under the Exchange
               Act) or other actual or threatened solicitation of proxies or
               consents by or on behalf of an individual, corporation, or
               partnership, group, associate or other entity or Person other
               than the Board (the "Continuing Directors"), cease for any reason
               to constitute at least a majority of the Board;

                    (C) the consummation of a merger or consolidation of the
               Company or any subsidiary owning directly or indirectly all or
               substantially all of the consolidated assets of the Company (a
               "Significant Subsidiary") with any other entity, other than a
               merger or consolidation which would result in the voting
               securities of the Company or a Significant Subsidiary outstanding
               immediately prior thereto continuing to represent (either by
               remaining outstanding or by being converted into voting
               securities of the surviving or resulting entity) more than 50% of
               the combined voting power of the surviving or resulting entity
               outstanding immediately after such merger or consolidation;

                    (D) the Company disposes of all or substantially all of the
               consolidated assets of the Company (other than such a sale or
               disposition immediately after which such assets will be owned
               directly or indirectly by the shareholders of the Company in
               substantially the same proportions as their ownership of the
               common stock of the Company immediately prior to such sale or
               disposition) in which case the Board shall determine the
               effective date of the Change in Control resulting there from; or

               (vi) If the Company elects to terminate this Agreement by not
          renewing this Agreement at the end of the Employment Term, Executive
          shall be entitled to receive Severance equal to two and one-half (2
          1/2) years of his Base Salary payable in accordance with the Company's
          standard payroll policy plus standard Employee Benefits in place
          during such two and one-half (2 1/2) year period.

               (d) If the Company, or any successor in interest, fails to fully
          perform all or any portion of its obligations under this Section 8,
          the Company, or such successor in interest, shall be obligated to pay
          to Executive an amount equal to five (5) times the value of the
          unperformed obligation.

               (e) Notice of Termination. Any purported termination of
          employment by the Company or by Executive (other than due to
          Executive's death or in accordance with the provisions of Section 1
          hereof) shall be communicated by written Notice of Termination to the
          other party hereto in accordance with Section 12(i) hereof. For
          purposes of this Agreement, a "Notice of Termination" shall mean a
          notice which shall indicate the specific termination provision in this
          Agreement relied upon and shall set forth in reasonable detail the
          facts and circumstances claimed to provide a basis for termination of
          employment under the provision so indicated.

               9. Severance. Subject to the provisions of Section 8(c)(vi) of
          this Agreement, Executive shall earn additional "Severance"
          compensation based on Executive's base salary according to Executive's
          length of service with the Company. Executive shall earn three months
          of Severance for up to six months of service for each year of
          employment hereunder payable in accordance with the Company's regular
          payroll policy, plus full participation in all standard employee
          benefits during the period of such payments.

     10. Confidentiality. Executive will not at any time (whether during or
after his employment with the Company), unless required by a court or
administrative agency, disclose or use for his own benefit or purposes or the
benefit or purposes of any other person, firm, partnership, joint venture,
association, corporation or other business organization, entity or enterprise
other than the Company and any of its subsidiaries or affiliates, any trade
secrets, information, data, or other confidential information relating to
customers, development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, manufacturing processes,
financing methods, plans, or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company, provided that the foregoing
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of
Executive's breach of this covenant.

     Executive shall not disclose the existence or terms of this Agreement to
any person except the CEO or the Board of Directors of the Company and to its
auditors and counsel and to Executive's own personal financial advisor,
accountant and counsel unless otherwise required by applicable law.

     11. Noncompetition. During the term of Executive's employment with the
Company and for a period of one (1) year after he ceases to be employed by the
Company, Executive shall not engage directly or indirectly in competition with
the Company or its Affiliates (as such term is defined in Rule 501(b) of the
Securities Act of 1933, as amended) in the business of motorcycle leasing or
finance. Competition shall include, without limitation, any role as a sponsor,
consultant, employee, partner or stockholder which aids or abets any business to
compete or prepare for competition with the Company or its Affiliates in any
business in which any of them is engaged or planning to engage. Executive
further acknowledges that competitive activities in violation of this Section
could cause irreparable injury to the Company and that such injury would be
difficult or impossible to measure. Accordingly, the Company shall be entitled
to an injunction and other equitable remedies for any violation.

     12. Miscellaneous.

     (a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.

     (b) Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be resolved by binding arbitration held in New York
and conducted in accordance with the commercial arbitration rules of the
American Arbitration Association ("AAA") in effect at the time of the
arbitration before a single arbitrator appointed by the President of the AAA;
provided that such arbitrator shall be an expert in the field of finance and
shall not have had any previous dealings or relationships with either party. The
Company shall reimburse Executive's legal fees of one counsel and costs incurred
to enforce his rights under this Agreement if Executive substantially prevails
in any dispute or controversy. During the period of such dispute, Executive
shall be entitled to receive his Base Salary and standard Employee Benefits.

     (c) Entire Agreement. This Agreement contains the entire understanding of
the parties with respect to the employment of Executive by the Company. There
are no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein. This Agreement may not be altered, modified, or
amended except by written instrument signed by the parties hereto.

     (d) No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of
such party's rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.

     (e) Severability. In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.

     (f) Assignment. This Agreement shall not be assignable by Executive. This
Agreement may be assigned by the Company to a company which is a successor in
interest to substantially all of the business operations of the Company. Such
assignment shall become effective when the Company notifies the Executive of
such assignment or at such later date as may be specified in such notice. Upon
such assignment, the rights and obligations of the Company hereunder shall
become the rights and obligations of such successor company, provided that any
assignee expressly assumes the obligations, rights and privileges of this
Agreement.

     (g) Mitigation. Executive shall not be required to mitigate damages or the
amount of any payment to Executive provided for under this Agreement by seeking
other employment or otherwise, nor, except as otherwise provided herein, shall
the amount of any payment provided for under this Agreement be reduced by any
compensation earned by Executive as a result of employment after termination.

     (h) Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributes, devises and legatees.

     (i) Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered by facsimile or United States
registered mail, return receipt requested, postage prepaid, or by recognized
overnight courier service addressed to the respective addresses set forth on the
execution page of this Agreement or such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

                  If delivery is by facsimile:

                  If to the Company, at 212- 563-3523

                  If  to Executive, at 212-439-0656.

     (j) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

     (k) Survival. The provisions of Section 6(b), 8, 9, 10, 11, 12(b) and 12(g)
shall survive the expiration or termination of this Agreement regardless of the
reason or reasons therefor.


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.

                                                -----------------------
                                                Anthony L. Havens


                                                SPARTA COMMERCIAL SERVICES, INC.


                                                By:_________________________
                                                      Name:
                                                      Title:



                                                                    EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT


          AGREEMENT dated as of August 2, 2004 by and between Sparta Commercial
Services, Inc., a Nevada corporation with an address at P.O. Box 60, New York,
New York 10156 (the "Company") and Danny Lanjewar ("Executive") with an address
at 13 Bruce Lane, Valhalla, New York 10595.

          WHEREAS, the Company and Executive wish to enter into an agreement
relating to the employment of Executive by the Company;

          NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:

               1. Term of Employment. Subject to the provisions of Section
          8 of this Agreement, Executive shall be employed by the Company for a
          period commencing on August 2, 2004 (the "Commencement Date") and
          ending on the second anniversary of the Commencement Date (the
          "Employment Term"), on the terms and subject to the conditions set
          forth in this Agreement. Notwithstanding the preceding sentence, the
          Employment Term shall be automatically extended for an additional
          two-year period followed by further one-year periods, unless the
          Company or Executive provides the other party hereto 3 months prior
          written notice before the expiration of the Employment Term that the
          Employment Term shall not be so extended. "Employment Term" shall
          include any extension that becomes applicable pursuant to the
          preceding sentence.

               2. Position.

                    (a) During the Employment Term, Executive shall serve as the
          Company's Chief Financial Officer. In such position, Executive shall
          have the powers, duties and responsibilities that are customary for a
          Chief Financial Officer of a corporation of the size, type and nature
          of the Company and shall perform such other duties as the Company's
          Board of Directors or Company's Chief Executive Officer ("CEO"), as
          the --- case may be, shall determine in their reasonable discretion.
          Executive shall report exclusively to the CEO. Executive shall comply
          with all federal, state and local laws applicable to his duties and
          also shall comply with the rules and regulations of any
          self-regulatory organization (as such term is defined in Rule 3(a)(26)
          of the Securities Exchange Act of 1934, as amended) having
          jurisdiction over the Company.

                    (b) During the Employment Term, Executive will devote his
          full business time to the performance of his duties hereunder and will
          not engage in any other business, profession or occupation for
          compensation or otherwise which would conflict with the rendition of
          such services either directly or indirectly, without the prior written
          consent of the CEO. Nothing contained herein shall preclude Executive
          from (i) serving on corporate, civic and charitable boards or
          committees and (ii) managing his personal investments; provided that
          none of the activities set forth in clauses (i) and (ii) interferes in
          any material respect with the performance of Executive's employment
          hereunder or conflict in any material respect with the business of the
          Company.



                                                                               2

          3. Base Salary. During the Employment Term, the Company shall pay
Executive a base salary (the "Base Salary") at the annual rate of $140,000
payable in regular installments in accordance with the Company's usual payment
practices. Executive shall be entitled to such annual increases in his Base
Salary, if any, as may be determined in the sole discretion of the Company's
Board of Directors or of the Compensation Committee thereof.

          4. Additional Compensation

          In addition to salary and other compensation specified in this
agreement, Executive may from time to time, receive such additional compensation
from the Company in such form or forms as may be determined by the Company's
Board of Directors or the Compensation Committee thereof from time to time in
order to more fully compensate Executive for the true value of his services to
the Company.

          5. Equity Arrangements.

          (a) Executive shall be entitled to an initial grant on the
Commencement Date (the "Initial Grant") of 4,545,455 shares of the Company's
Common Stock, $.001 par value per share (the "Initial Compensation Shares"),
subject to stock splits.  Subject to Section 8, Executive's rights to such
shares of stock shall vest as follows:

               (i) 20% of the Initial Compensation Shares on January 1, 2005;
and

               (ii) 20% of the Initial Compensation Shares on July 1, 2005; 20%
of the Initial Compensation Shares on July 1, 2006; 20% of the Initial
Compensation Shares on July 1, 2007; and 20% of the Initial Compensation Shares
on July 1, 2008; provided that Executive is still employed by the Company on the
date on which any such 20% portion shall vest. If Executive's employment
hereunder is terminated for any reason prior to an Anniversary Date, Executive
shall be entitled to receive that percentage of the Initial Compensation Shares
which would have vested in the year ending on such Anniversary Date equal to the
number of days Executive served in such year divided by three hundred sixty-five
(365).

               (b) Following the termination of Executive's employment
hereunder, if Executive determines to sell all or any portion of his vested
Initial Compensation Shares Executive shall first offer to sell such Shares to
the Company by providing written notice to the Company setting forth the number
of Initial Compensation Shares to be sold. If the Company elects to purchase all
of such Initial Compensation Shares so offered the purchase price per share
therefor shall equal 90% of the average daily bid price per share of the
Company's Common Stock during the 7-trading day period following receipt by the
Company of such notice. If the Company elects to purchase less than all of the
Initial Compensation Shares so offered, the purchase price per share shall be
100% of the average daily bid price per share of the Company's Common Stock
during the 7-trading day period following receipt by the Company of such notice.
The Company shall notify Executive in writing of its decision whether to
purchase any or all of the Initial Compensation Shares so offered within three
days of the end of such 7-trading day period. If the Company elects to purchase
such Shares, the Company shall pay the full purchase price therefor within
thirty (30) days of the Company's election to so purchase. If the



                                                                               3

Company does not so elect or fails to notify Executive of its election within
the time specified herein, Executive shall be permitted to sell such Initial
Compensation Shares in the open market in accordance with the applicable rules
and regulations of the Securities and Exchange Commission.

          6. Employee Benefits. During the Employment Term, Executive shall be
provided, in accordance with the terms of the Company's employee benefit plans
as in effect from time to time, health insurance and short term and long term
disability insurance, retirement benefits and fringe benefits (collectively
"Employee Benefits") on the same basis as those benefits are generally made
available to other senior executives of the Company. Executive shall be entitled
to paid vacation of three (3) weeks, pro rated, during the first calendar year
within the Employment Term, and four (4) weeks during the remaining years of the
Employment Term. Such vacation shall be taken at times consistent with the
proper performance by the Executive of his duties and responsibilities and with
the approval of the CEO. Vacation not taken in any calendar year shall not carry
forward to any future year.


          7. Business Expenses. During the Employment Term, reasonable business
expenses incurred by Executive in the performance of his duties hereunder shall
be reimbursed by the Company in accordance with Company policies.

          8. Termination. Notwithstanding any other provision of this Agreement:

               (a) By the Company for Cause or By Executive Resignation without
     Good Reason.

                    (i) The Employment Term and Executive's employment hereunder
          may be terminated by the Company for Cause (as defined below) or
          by Executive's resignation without Good Reason (as defined in
          Section 8(c)).

                    (ii) For purposes of this Agreement, "Cause" shall mean (A)
          the Executive's willful and continued failure to substantially
          perform the duties of his position or breach of material terms of
          his Agreement, after notice (specifying the details of such
          alleged failure) and a reasonable opportunity to cure if such
          breach can be cured; (B) any willful act or omission which is
          demonstrably and materially injurious to the Company or any of
          its subsidiaries or affiliates; (C) conviction or plea of nolo
          contendere to a felony or other crime of moral turpitude other
          than involving acts of negligence; or (D) willful failure to
          carry out the legitimate directives of the Company's Board of
          Directors or the CEO. No act or failure to act will be deemed
          "willful" (i) unless effected without a reasonable belief that
          such action or failure to act was in or not opposed to the
          Company's best interest; or (ii) if it results from any physical
          or mental incapacity.

                    (iii) If Executive's employment is terminated by the Company
          for Cause, or if Executive resigns without Good Reason, Executive
          shall be




                                                                               4

          entitled to receive (A) any accrued but unpaid Base Salary through the
          date of termination; (B) the opportunity to exercise vested stock
          options for 30 days following such termination; (C) such compensation
          and Employee Benefits, if any, as to which Executive may be entitled
          under the employee compensation and benefit plans of the Company and
          any other long-term incentive or equity program pursuant to the terms
          thereof through the date of termination; and (D) any reimbursable
          business expenses incurred; and (E) any accrued but unpaid Additional
          Compensation through the termination date. Following such termination
          of Executive's employment by the Company for Cause or resignation by
          Executive without Good Reason, except as set forth in this Section
          8(a), Executive shall have no further rights to any compensation or
          any other benefits under this Agreement.

               (b) Disability, Death or Retirement.

                    (i) The Employment Term and Executive's employment hereunder
          shall terminate (A) upon his death; (B) if Executive becomes
          physically or mentally incapacitated for a period of indefinite
          duration and is therefore unable for a period of three (3) consecutive
          months or for an aggregate of six (6) months, or such longer period as
          the Company's Board of Directors in its sole discretion may determine,
          in any twelve (12) consecutive month period to perform his duties,
          (such incapacity is hereinafter referred to as "Disability"); and (C)
          upon his Retirement (as defined below). Any question as to the
          existence of the Disability of Executive as to which Executive and the
          Company cannot agree shall be determined in writing by a qualified
          independent physician mutually acceptable to Executive and the
          Company. If Executive and the Company cannot agree as to a qualified
          independent physician, each shall appoint such a physician and those
          two physicians shall select a third who shall make such determination
          in writing. For purposes of this Agreement, "Retirement" shall mean a
          Participant's voluntary resignation any time after attaining age 65
          (or at any earlier date with the permission of the Board).

                    (ii) Upon termination of Executive's employment hereunder
          for death, Disability or Retirement, Executive or his estate (as the
          case may be) shall be entitled to receive (A) any accrued but unpaid
          Base Salary through the end of the month in which such termination
          occurs, (B) a pro rata portion of any Additional Compensation that the
          Executive would have been entitled to receive pursuant to Section 4
          hereof in such year based upon the percentage of the calendar year
          that shall have elapsed through the date of Executive's termination of
          employment, payable when such Additional Compensation would have
          otherwise been payable had the Executive's employment not terminated,
          (C) the opportunity to exercise vested stock options and Executive's
          stock options scheduled to vest during the year following such
          termination (i) in the case of death or Disability, for one year
          following such termination or (ii) in the case of Retirement, for four
          years following such termination, (D) a pro rata portion of any long
          term incentive granted to the Executive and (E) such compensation and



                                                                               5

          Employee Benefits, if any, as to which he may be entitled under the
          employee compensation and benefit plans and arrangements of the
          Company, (F) any reimbursable business expenses incurred; and (G) any
          accrued but unpaid Additional Compensation through the termination
          date. Following such termination of Executives employment due to
          death, Disability or Retirement, except as set forth in this Section
          8(b), Executive shall have no further rights to any compensation or
          any other benefits under this Agreement.

               (c) By the Company without Cause or Resignation by Executive for
     Good Reason.

                    (i) The Employment Term and Executive's employment hereunder
          may be terminated by the Company without Cause or by Executive's
          resignation for Good Reason.

                    (ii) For purposes of this Agreement, "Good Reason" shall
          mean:

                    (A) assignment of duties to Executive inconsistent with his
          status as Chief Financial Officer or otherwise inconsistent with
          the terms of Section 2 of this Agreement;

                    (B) Executive's relocation by the Company beyond 75 miles of
          his current place of residence;

                    (C) any material breach of the Agreement by the Company;

                    (D) failure of any successor to all or substantially all of
          the business of the Company to assume the Agreement; or

                    (E) any situation where Executive is asked to take, certify
          or sanction any course of action that, as a licensed Certified
          Public Accountant, is prohibited from doing by virtue of his
          profession's rules, regulations or code of ethics, as determined
          by an opinion of competent counsel presented by Executive to the
          Company and confirmed by the Company's counsel, and such action
          or refusal to take such action in any way leads to his dismissal
          by the Company or his resignation.

                    (iii) If Executive's employment is terminated by the Company
          without Cause (other than by reason of death or Disability) or if
          Executive resigns for Good Reason, Executive shall be entitled to
          receive (A) any accrued but unpaid Base Salary through the date
          of termination payable in accordance with the Company's standard
          payroll policy, (B) unpaid Additional Compensation for the fiscal
          year prior to termination payable when such Additional
          Compensation would have been payable if Executive's employment
          had not terminated, (C) a pro rata portion of any Additional
          Compensation that the Executive would have



                                                                               6

          been entitled to receive pursuant to Section 4 hereof in the year of
          termination based upon the percentage of the fiscal year that shall
          have elapsed through the date of Executive's termination of
          employment, payable when such Additional Compensation would have
          otherwise been payable had the Executive's employment not terminated,
          (D) payment equal to the Severance in accordance with Section 9
          hereof; (E) continued coverage under the Company's welfare benefit
          plans available to senior executives for the lesser of (i) the time
          Executive is not covered by a comparable welfare benefit plan or (ii)
          a period of 24 months, (F) accelerated vesting of all equity awards
          (including, but not limited to, Executive's stock options and the
          Initial Compensation Shares) and the opportunity to exercise such
          awards on or before the earlier of (i) one year following such
          termination or (ii) the date of termination of such award and (G) such
          vested compensation and Employee Benefits, if any, as to which
          Executive may be entitled under the employee compensation and benefit
          plans and arrangements of the Company, (H) any reimbursable business
          expenses incurred through the termination date.

                    (iv) If the Executive resigns for Good Reason or is
          terminated without cause within 12 months after a Change in
          Control (as defined below), Executive shall be entitled to
          receive, in addition to his entitlements in (iii) above, and (A)
          within 30 business days after such termination, an additional
          lump sum payment equal to the greater of the Severance payment in
          accordance with Section 12 hereof or the balance of Executive's
          base salary hereunder for the balance of the Employment Term had
          this Agreement not been terminated and (B) continued coverage
          under the Company welfare benefit plans available to senior
          executives for an additional 12 month period and (C) the value of
          full vesting of the Executive's account balance under the
          Company's 401(k) plan.

                    (v) For purposes of this Agreement, "Change in Control"
          shall mean:

                    (A) any Person (as defined in Section 3(a)(9) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act")
               who becomes the Beneficial Owner (as defined in Rule 13d-3 of the
               Exchange Act) (except that a Person shall be deemed to be the
               Beneficial Owner of all shares that any such Person has the right
               to acquire pursuant to any agreement or arrangement or upon
               exercise of conversion rights, warrants or options or otherwise,
               without regard to the sixty day period referred to in Rule 13d-3
               under the Exchange Act), directly or indirectly, of securities of
               the Company or any Significant Subsidiary (as defined below),
               representing 50% or more of the combined voting power of the
               Company's or such Significant Subsidiary's then-outstanding
               securities and is the largest shareholder of the Company;

                    (B) during any period of two consecutive years, individuals
               who at the beginning of such period constitute the Board, and any
               new



                                                                               7

               director whose election by the Board or nomination for
               election by the Company's stockholders was approved by a vote of
               at least two-thirds of the directors then still in office who
               either were directors at the beginning of the two-year period or
               whose election or nomination for election was previously so
               approved but excluding for this purpose any such new director
               whose initial assumption of office occurs as a result of either
               an actual or threatened election contest (as such terms are used
               in Rule 14a-11 of Regulation 14A promulgated under the Exchange
               Act) or other actual or threatened solicitation of proxies or
               consents by or on behalf of an individual, corporation, or
               partnership, group, associate or other entity or Person other
               than the Board (the "Continuing Directors"), cease for any reason
               to constitute at least a majority of the Board;

                    (C) the consummation of a merger or consolidation of the
               Company or any subsidiary owning directly or indirectly all or
               substantially all of the consolidated assets of the Company (a
               "Significant Subsidiary") with any other entity, other than a
               merger or consolidation which would result in the voting
               securities of the Company or a Significant Subsidiary outstanding
               immediately prior thereto continuing to represent (either by
               remaining outstanding or by being converted into voting
               securities of the surviving or resulting entity) more than 50% of
               the combined voting power of the surviving or resulting entity
               outstanding immediately after such merger or consolidation;

                    (D) the Company disposes of all or substantially all of the
               consolidated assets of the Company (other than such a sale or
               disposition immediately after which such assets will be owned
               directly or indirectly by the shareholders of the Company in
               substantially the same proportions as their ownership of the
               common stock of the Company immediately prior to such sale or
               disposition) in which case the Board shall determine the
               effective date of the Change in Control resulting there from; or

                    (vi) If the Company elects to terminate this Agreement by
               not renewing this Agreement at the end of the Employment Term,
               Executive shall be entitled to receive Severance equal to six (6)
               months of his Base Salary if such nonrenewal occurs at the end of
               the first two (2) years of Executive's employment by the Company
               and if such renewal occurs after the end of the first 2 years of
               employment, Executive shall be entitled to receive Severance
               equal to the sum of (i) six (6) months of his Base Salary plus
               (ii) one (1) additional month of Base Salary for each year of
               service by Executive following such first 2 years, up to an
               aggregate of twelve months, such Severance to be payable in
               accordance with the Company's standard payroll policy.



                                                                               8

                    Executive shall be entitled to receive (A) any accrued but
               unpaid Base Salary through the date of termination; (B) the
               opportunity to exercise vested stock options for 90 days
               following such termination; (C) such compensation and Employee
               Benefits, if any, as to which Executive may be entitled under the
               employee compensation and benefit plans of the Company and any
               other long-term incentive or equity program pursuant to the terms
               hereof through the date of termination; and (D) any reimbursable
               business expenses incurred; and (E) any accrued but unpaid
               Additional Compensation through the termination date; and (F) a
               pro rata portion of any Additional Compensation that the
               Executive would have been entitled to receive pursuant to Section
               4 hereof in such year based upon the percentage of the fiscal
               year that shall have elapsed through the date of Executive's
               termination of employment, payable when such Additional
               Compensation would have otherwise been payable had the
               Executive's employment not terminated,.



               (d) Notice of Termination. Any purported termination of
     employment by the Company or by Executive (other than due to
     Executive's death or in accordance with the provisions of Section 1
     hereof) shall be communicated by written Notice of Termination to the
     other party hereto in accordance with Section 12(i) hereof. For
     purposes of this Agreement, a "Notice of Termination" shall mean a
     notice which shall indicate the specific termination provision in this
     Agreement relied upon and shall set forth in reasonable detail the
     facts and circumstances claimed to provide a basis for termination of
     employment under the provision so indicated.

          9. Severance. Subject to the provisions of Section 8(c)(vi) of this
Agreement, Executive shall earn additional "Severance" compensation based on
Executive's base salary according to Executive's length of service with the
Company. Executive shall earn three months of Severance for up to six months of
service; six months of Severance during the seventh through the twelfth month of
service and one year of Severance for one year or more of service. All Severance
payments will be paid in accordance with the Company's regular payroll policy.

          10. Confidentiality. Executive will not at any time (whether during or
after his employment with the Company), unless required by a court or
administrative agency, disclose or use for his own benefit or purposes or the
benefit or purposes of any other person, firm, partnership, joint venture,
association, corporation or other business organization, entity or enterprise
other than the Company and any of its subsidiaries or affiliates, any trade
secrets, information, data, or other confidential information relating to
customers, development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, manufacturing processes,
financing methods, plans, or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company, provided that the foregoing
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of
Executive's breach of this covenant.



                                                                              11

     Executive shall not disclose the existence or terms of this Agreement to
any person except the CEO or the Board of Directors of the Company and to its
auditors and counsel and to Executive's own personal financial advisor,
accountant and counsel unless otherwise required by applicable law.

          11. Noncompetition. During the term of Executive's employment with the
Company and for a period of two (2) years after he ceases to be employed by the
Company, Executive shall not engage directly or indirectly in competition with
the Company or its Affiliates (as such term is defined in Rule 501(b) of the
Securities Act of 1933, as amended) in the business of motorcycle leasing or
finance. Competition shall include, without limitation, any role as a sponsor,
consultant, employee, partner or stockholder which aids or abets any business to
compete or prepare for competition with the Company or its Affiliates in any
business in which any of them is engaged or planning to engage. Executive
further acknowledges that competitive activities in violation of this Section
could cause irreparable injury to the Company and that such injury would be
difficult or impossible to measure. Accordingly, the Company shall be entitled
to an injunction and other equitable remedies for any violation without limiting
the Company's rights to pursue monetary or other damages or remedies.

          12. Miscellaneous.

               (a) Governing Law. This Agreement shall be governed by and
     construed in accordance with the laws of the State of New York,
     without regard to conflicts of laws principles thereof.

               (b) Arbitration. Any dispute or controversy arising under or in
     connection with this Agreement shall be resolved by binding
     arbitration held in New York and conducted in accordance with the
     commercial arbitration rules of the American Arbitration Association
     ("AAA") in effect at the time of the arbitration before a single
     arbitrator appointed by the President of the AAA; provided that such
     arbitrator shall be an expert in the field of finance and shall not
     have had any previous dealings or relationships with either party. The
     Company shall reimburse Executive's legal fees of one counsel and
     costs incurred to enforce his rights under this Agreement if Executive
     substantially prevails in any dispute or controversy.

               (c) Entire Agreement. This Agreement contains the entire
     understanding of the parties with respect to the employment of
     Executive by the Company. There are no restrictions, agreements,
     promises, warranties, covenants or undertakings between the parties
     with respect to the subject matter herein other than those expressly
     set forth herein. This Agreement may not be altered, modified, or
     amended except by written instrument signed by the parties hereto.

               (d) No Waiver. The failure of a party to insist upon strict
     adherence to any term of this Agreement on any occasion shall not be
     considered a waiver of such party's rights or deprive such party of
     the right thereafter to insist upon strict adherence to that term or
     any other term of this Agreement.



                                                                              10

               (e) Severability. In the event that any one or more of the
     provisions of this Agreement shall be or become invalid, illegal or
     unenforceable in any respect, the validity, legality and
     enforceability of the remaining provisions of this Agreement shall not
     be affected thereby.

               (f) Assignment. This Agreement shall not be assignable by
     Executive. This Agreement may be assigned by the Company to a company
     which is a successor in interest to substantially all of the business
     operations of the Company. Such assignment shall become effective when
     the Company notifies the Executive of such assignment or at such later
     date as may be specified in such notice. Upon such assignment, the
     rights and obligations of the Company hereunder shall become the
     rights and obligations of such successor company, provided that any
     assignee expressly assumes the obligations, rights and privileges of
     this Agreement.

               (g) Mitigation. Executive shall not be required to mitigate
     damages or the amount of any payment to Executive provided for under
     this Agreement by seeking other employment or otherwise, nor, except
     as otherwise provided herein, shall the amount of any payment provided
     for under this Agreement be reduced by any compensation earned by
     Executive as a result of employment after termination.

               (h) Successors; Binding Agreement. This Agreement shall inure to
     the benefit of and be binding upon personal or legal representatives,
     executors, administrators, successors, heirs, distributes, devises and
     legatees.

               (i) Notice. For the purpose of this Agreement, notices and all
     other communications provided for in the Agreement shall be in writing
     and shall be deemed to have been duly given when delivered by
     facsimile or United States registered mail, return receipt requested,
     postage prepaid, or by recognized overnight courier service addressed
     to the respective addresses set forth on the execution page of this
     Agreement or such other address as either party may have furnished to
     the other in writing in accordance herewith, except that notice of
     change of address shall be effective only upon receipt.

          If delivery is by facsimile:

          If to the Company, at 212 523-0585

          If  to Executive, at 914-769-9348.

               (j) Counterparts. This Agreement may be signed in counterparts,
     each of which shall be an original, with the same effect as if the
     signatures thereto and hereto were upon the same instrument.

               (l) Survival. The provisions of Section 10, 11, 12(b) and 12(g)
     shall survive the expiration or termination of this Agreement
     regardless of the reason or reasons therefor.



                                                                              11

               IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                                                /s/ Danny Lanjewar
                                                ----------------------
                                                Danny Lanjewar


                                                SPARTA COMMERCIAL SERVICES,
                                                INC.


                                                By:  /s/ Anthony L. Havens
                                                   -------------------------
                                                 Name: Anthony L. Havens
                                                 Title: Chief Executive Officer


                                                                    EXHIBIT 10.6

                              Consulting Agreement

     Agreement made as of the day of February, 2004, by and between Sparta
Commercial Services, LLC, a Delaware limited liability company having an address
at P.O. Box 60, New York, NY 10156 (the "Company") and Glenn Little, having an
address at 211 West Wall Avenue, Midland, TX 79701 ("Consultant").

                                    RECITALS

A.   The Consultant has rendered valuable services to the Company and the
     Company desires to retain and utilize the services of the Consultant to
     enhance the growth and profitability of the Company, and the Consultant is
     willing to serve as a consultant to the Company; and

B.   The Consultant acknowledges that while in the service of the Company,
     and/or any affiliate thereof, the Company must take reasonable steps to
     protect its ideas, methods, developments, strategies, business plans and
     financial and other information of the Company which are confidential
     and/or proprietary in nature and which are of significant value to other
     persons or entities that operate in the Company's industry.

     NOW THEREFORE, in consideration of the mutual promises made acknowledged,
     the parties hereto hereby agree as follows:

                                   AGREEMENTS

1.   Consulting Services. The Company hereby engages Consultant as an
     independent contractor, and not as an employee, to render consulting
     services to the Company as hereinafter provided, and Consultant hereby
     accepts such engagement. Consultant shall not have any authority to bind or
     act on behalf of the Company. Consultant shall consult with the Company
     regarding (a) mergers and acquisitions, marketing strategies, structure of
     deals and strategic relationships and alliances; and (b) such other matters
     as the Consultant and the Company may periodically agree. Consultant shall
     be free to determine the time and location and the manner in which he shall
     render the consulting services described herein and he shall not be
     required to devote any minimum number of hours per year to rendering such
     services.

2.   Term. This Agreement shall be for one year commencing on the date above
     written and shall terminate on the first anniversary of the date of this
     Agreement.

3.   Company. For purposes of this Agreement, the term "Company" shall, unless
     the context dictates otherwise, also mean any of the Company's subsidiaries
     or affiliates.




4.   Compensation. For its services hereunder, Consultant shall receive a fee in
     the amount of $100,000.00, payable on or before the transfer of control of
     Tomahawk Industries. Said fee shall be the only compensation of any kind
     payable to the Consultant hereunder unless previously agreed in writing by
     the Company.

5.   Expenses. Subject to the Company's prior written approval in each instance,
     the Company shall reimburse the Consultant for his normal and reasonable
     expenses incurred in the performance of the Consultant's duties hereunder
     including for travel, entertainment and similar items. As a condition of
     reimbursement, the Consultant agrees to provide the Company with copies of
     all invoices and receipts, and otherwise account to the Company in
     sufficient detail to allow the Company to claim an income tax deduction for
     such paid item, if such item is deductible. Reimbursement for expenses
     shall be made monthly.

6.   Confidentiality and Competitive Activities. The Consultant agrees that
     during the Term of this Agreement he will be in a position of special trust
     and confidence and will have access to confidential and proprietary
     information about the Company's business plans. The Consultant agrees that
     for the Term of this Agreement and for a period of five (5) years following
     the termination of this Agreement for any reason neither Consultant nor any
     affiliate thereof will directly or indirectly, either as an employee,
     employer, consultant, agent, principal, partner, stockholder, corporate
     officer, director, or in any similar individual or representative capacity,
     engage or participate in any business that is in competition, in any manner
     whatsoever, with the Company. Notwithstanding anything in the foregoing to
     the contrary, the Consultant shall be allowed to invest as a shareholder in
     publicly traded companies in the same business as the Company provided that
     such investment shall not cause Consultant to be deemed an affiliate
     thereof. For purposes of this Agreement, the term "affiliate" shall have
     the meaning ascribed to it by Rule 144(a)(i) of the Securities Act of 1933,
     as amended.

7.   Trade Secrets.

     a.   Special Techniques. It is hereby agreed that the Company has developed
          or acquired, without limitation, certain technology, know-how, unique
          or special methods, processes and techniques, trade secrets, and
          special customer arrangements, supplier and customer lists and
          arrangements, and other proprietary rights and confidential
          information and shall during the Term continue to develop, compile and
          acquire said items (all hereinafter collectively referred to as the
          "Company Property"). It is expected that the Consultant will gain
          knowledge of and utilize the Company Property in the course of
          performing his consulting services, and will be in a position of trust
          with respect to the Company Property.

     b.   Company Property. It is hereby agreed that the Company Property shall
          remain the Company's sole property. If the Consultant's engagement is



          terminated for whatever reason, the Consultant agrees not to copy,
          make known, disclose or use, any of the Company Property without the
          Company's prior written consent, which shall not be unreasonably
          withheld. In such event, the Consultant further agrees not to endeavor
          or attempt in any way to interfere with or induce a breach of any
          prior proprietary contractual relationship that the Company may have
          with any employee, customer, contractor, supplier, or representative,
          for five (5) years from the date of termination of this Agreement. The
          Consultant agrees upon termination of engagement to deliver to the
          Company all Company Property in Consultant's possession or control, in
          whatever form contained, including without limitation electronically
          stored data The Consultant recognizes that the violation of covenants
          and agreements contained in this Section 7 may result in irreparable
          injury to the Company, which would not be fully compensatable by way
          of money damages.

     c.   Covenant Not to Compete. For a period of five (5) years from the date
          of any termination of the Consultant's engagement with the Company,
          neither the Consultant nor any of his employees shall directly or
          indirectly, either as an employee, employer, consultant, agent,
          principal, partner, stockholder, corporate officer, director, or in
          any other individual or representative capacity, engage or participate
          in any activities which are the same as, or competitive with, the
          activities in which the Company is engaged.


8.   Miscellaneous.

     a.   Entire Agreement. This Agreement constitutes the entire agreement and
          understanding between the parties with respect to the subject matter
          herein, and supersedes and replaces any prior agreements and
          understandings, whether oral or written between them with respect to
          such matter.

     b.   No Implied Waivers. The failure of either party at any time to require
          performance by the other party of any provision hereof shall not
          affect in any way the right to require such performance at any time
          thereafter, nor shall the waiver by either party of a breach of any
          provision hereof be taken or held to be a waiver of any subsequent
          breach of the same provision or any other provision.

     c.   Personal Services. It is understood that the services to be performed
          by the Consultant hereunder are personal in nature and the obligations
          to perform such services and the conditions and covenants of this
          Agreement cannot be assigned by the Consultant. Subject to the
          foregoing, and



          except as otherwise provided herein, this Agreement shall inure to the
          benefit of and bind the successors and assigns of the Company.

     d.   Severability. If for any reason any provision of this Agreement shall
          be determined to be invalid or inoperative, the validity and effect of
          the other provisions hereof shall not be affected thereby, provided
          that no such severability shall be effective if it causes a material
          detriment to any party.

     e.   Applicable Law. This Agreement shall be governed by and construed in
          accordance with the laws of Texas.

     f.   Notices. All notices, requests, demands, instructions or other
          communications required or permitted to be given under this Agreement
          shall be in writing, and shall be deemed to have been duly given upon
          delivery, if delivered personally, or if given by prepaid telegram, or
          mailed first-class postage prepaid, registered or certified mail,
          return receipt requested, shall be deemed to have been given
          seventy-two (72) hours after such delivery, if addressed to the other
          party at the addresses set forth on the signature page below. Either
          party hereto may change the address to which such communications are
          to be directed by giving written notice to the other party hereto of
          such change in the manner above provided.

     g.   Merger, Transfer of Assets, or Dissolution of the Company. This
          Agreement shall not be terminated resulting from either merger or
          consolidation in which the Company is not the consolidated or
          surviving company or a transfer of all or substantially all of the
          assets of the Company. In such event, the rights, benefits and
          obligations herein shall automatically be assigned to the surviving or
          resulting company or to the transferee of the assets.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
     first above written.


                           Sparta Commercial Services, LLC



                           By: /s/ A.L. Havens
                              --------------------------------------------------
                                    A.L. Havens, Member


                           By: /s/ Glenn Little
                              --------------------------------------------------
                                    Glenn Little, Consultant



                                                                      EXHIBIT 21

                              LIST OF SUBSIDIARIES

Sparta Commercial Services, LLC, a Delaware limited liability company



                                                                    EXHIBIT 31.1



                                  CERTIFICATION

I, Anthony Havens, certify that:

1.   I have reviewed this report on Form 10-KSB for the year period ended April
     30, 2004 of Tomahawk Industries, Inc.;

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

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

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     (b)  Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (d)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

Date:  August 13, 2004

                                                   /s/ Anthony L. Havens
                                                   -----------------------
                                                   Anthony L. Havens
                                                   Chief Executive Officer



                                                                    EXHIBIT 31.2



                                  CERTIFICATION

I, Daniel J. Lanjewar, certify that:

1.   I have reviewed this report on Form 10-KSB for the year period ended April
     30, 2004 of Tomahawk Industries, Inc.;

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

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

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     (b)  Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (d)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

Date:  August 13, 2004

                                               /s/ Daniel J. Lanjewar
                                               -----------------------
                                               Daniel J. Lanjewar

                                               Chief Financial Officer

                                                                    EXHIBIT 32.1



                                  CERTIFICATION
      PURSUANT TO SECTION 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934
                           AND 18 U.S.C. SECTION 1350

In connection with the Annual Report of Tomahawk Industries, Inc. (the
"Company") on Form 10-KSB for the annual period ended April 30, 2004, as filed
with the Securities and Exchange Commission on the date therein specified (the
"Report"), the undersigned, Anthony L. Havens, as Chief Executive Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Anthony L. Havens
-----------------------
Anthony L. Havens
Chief Executive Officer
Date:  August 13, 2004



                                                                    EXHIBIT 32.2



                                  CERTIFICATION
      PURSUANT TO SECTION 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934
                           AND 18 U.S.C. SECTION 1350

In connection with the Annual Report of Tomahawk Industries, Inc. (the
"Company") on Form 10-KSB for the annual period ended April 30, 2004, as filed
with the Securities and Exchange Commission on the date therein specified (the
"Report"), the undersigned, Daniel J. Lanjewar, as Chief Financial Officer of
the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Daniel J. Lanjewar
-----------------------
Daniel J. Lanjewar
Chief Financial Officer
Date:  August 13, 2004