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

                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended: September 30, 2003

Or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from ____________ to _____________

                       Commission File Number: 333-54996


                            Palomar Enterprises, Inc.
             (Exact name of registrant as specified in its charter)

          Nevada                                          88-0470235
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

    1802 N. Carson St. #212-2705
         Carson City, Nevada                              89701-1230
(Address of principal executive offices)                  (Zip Code)

                                 (775) 887-0670
              (Registrant's telephone number, including area code)

                         7898 E. Acoma Drive, Suite 203
                            Scottsdale, Arizona 85260
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date: 401,450,439
<PAGE>
                            PALOMAR ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

          Item 1. Financial Statements                                        3

                  Balance Sheet                                               4

                  Statements of Operations                                    5

                  Statements of Cash Flows                                    6

          Item 2. Management's Discussion and Plan of Operation               7

          Item 3. Controls and Procedures                                     8

PART II - OTHER INFORMATION

          Item 2. Changes in Securities                                       8

          Item 6. Exhibits                                                    8

SIGNATURES                                                                    9

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  reporting and pursuant to the rules and regulations of the Securities
and  Exchange  Commission  ("Commission").  While these  statements  reflect all
normal recurring adjustments which are, in the opinion of management,  necessary
for fair presentation of the results of the interim period,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. For further information,  refer to
the  financial  statements  and  footnotes  thereto,  which are  included in the
Company's  Annual Report on Form 10-KSB  previously filed with the Commission on
April 15, 2003.

     The accompanying notes are an integral part of these consolidated financial
statements.

                                       3
<PAGE>
                            Palomar Enterprises, Inc.
                           A Development Stage Company
                     Balance Sheet as of September 30, 2003

                                    UNAUDITED

ASSETS
  Cash                                                              $    23,080
  Stock subscriptions receivable                                         35,000
                                                                    -----------
     TOTAL ASSETS                                                        58,080
                                                                    ===========
CURRENT LIABILITIES
  Accounts payable                                                  $    77,050
  Accrued expenses                                                        2,500
                                                                    -----------
     TOTAL CURRENT LIABILITIES                                           79,550
                                                                    -----------

     TOTAL LIABILITIES                                                   79,550
                                                                    -----------
STOCKHOLDERS' EQUITY
  Preferred Stock B, par value $0.001;
  100,000,000 shares authorized; 1,000,000
    shares issued and outstanding                                         1,000
  Common Stock, par value $0.001
    1,000,000,000 shares authorized;
    401,477,857 shares issued
    401,450,439 shares outstanding                                      401,478
  Paid in capital                                                     4,639,595
  Deficit Accumulated in Development Stage                           (5,036,125)
                                                                    -----------
     Sub-total stockholders' deficit                                      5,948

Treasury stock - at cost                                                (27,418)
                                                                    -----------
     Total stockholders' deficit                                        (21,470)
                                                                    -----------

     TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                      $    58,080
                                                                    ===========

                                       4
<PAGE>
                            Palomar Enterprises, Inc.
                           A Development Stage Company
                 Statements of Operations and Comprehensive Loss

                                    Unaudited
<TABLE>
<CAPTION>
                                                                                                      Period from
                                                                                                     March 11, 1999
                                            Nine            Nine          Three           Three        (date of
                                           months          months         months          months       inception)
                                           ended           ended          ended           ended         through
                                         9/30/2003       9/30/2002      9/30/2003       9/30/2002      9/30/2003
                                         ---------       ---------      ---------       ---------      ---------
<S>                                     <C>             <C>            <C>             <C>            <C>
REVENUE                                 $     1,532     $        0     $     1,352     $       --     $     1,532

COST OF SALES                                    39              0              --             --              39
                                        -----------     ----------     -----------     ----------     -----------
GROSS PROFIT                                  1,493             --           1,352             --           1,493
                                        -----------     ----------     -----------     ----------     -----------
OPERATING EXPENSES
  General & administrative                  276,747         10,663         121,912          8,997         288,801
  Rent to affiliated entity                  10,000             --          10,000
  Facilities and rent                        12,668             --           4,507             --          39,323
  Consulting, legal and professional      4,424,348         14,083       4,285,452          2,872       4,480,924
  Payroll and related costs                 176,737          8,098          48,200          8,098         217,070
                                        -----------     ----------     -----------     ----------     -----------
Total operating expense                   4,890,500         42,844       4,460,071         19,967       5,036,118
                                        -----------     ----------     -----------     ----------     -----------

LOSS FROM OPERATIONS                     (4,889,007)       (42,844)     (4,458,719)       (19,967)     (5,034,625)

OTHER INCOME/(LOSS)
  Loss on abandonment of investments             --         (1,500)             --         (1,500)         (1,500)
                                        -----------     ----------     -----------     ----------     -----------

LOSS BEFORE PROVISION FOR INCOME TAXES   (4,889,007)       (44,344)     (4,458,719)       (21,467)     (5,036,125)

PROVISION FOR INCOME TAXES                       --             --              --             --              --
                                        -----------     ----------     -----------     ----------     -----------
NET LOSS                                 (4,889,007)       (44,344)     (4,458,719)       (21,467)     (5,036,125)
                                        -----------     ----------     -----------     ----------     -----------

OTHER COMPREHENSIVE INCOME                       --             --              --             --              --
                                        -----------     ----------     -----------     ----------     -----------
COMPREHENSIVE LOSS                      $(4,889,007)    $  (44,344)    $(4,458,719)    $  (21,467)    $(5,036,125)
                                        ===========     ==========     ===========     ==========     ===========
Net loss per weighted average share
 of common stock outstanding -
 basic and fully diluted                $     (0.13)    $    (0.01)    $     (0.06)             *     $     (0.41)
                                        ===========     ==========     ===========     ==========     ===========
Weighted average number of shares
 of common stock outstanding             36,763,159      8,202,491      78,687,635      7,723,261      11,993,199
                                        ===========     ==========     ===========     ==========     ===========
</TABLE>

* - less than $0.01

                                       5
<PAGE>
                            Palomar Enterprises, Inc.
                           A Development Stage Company
                            Statements Of Cash Flows

                                    Unaudited

<TABLE>
<CAPTION>
                                                                                                 Period from
                                                                 Nine             Nine          March 11, 1999
                                                                months            months      (date of inception)
                                                                ended             ended            through
                                                              9/30/2003         9/30/2002         9/30/2003
                                                              ---------         ---------         ---------
<S>                                                          <C>               <C>               <C>
Cash flows from operating activities:
  Net loss for the period                                    $(4,889,007)      $   (44,344)      $(5,036,125)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
    Depreciation                                                     550             1,650
    Loss from disposal of fixed assets                             9,350             1,500            10,850
    Capital stock issued for services                          4,547,097         4,556,937
  Changes in assets and liabilities:
    Prepaid expenses                                               7,726            (3,269)               --
    Other assets                                                   2,400            (2,423)               --
    Accounts payable and accrued liabilities                      65,581             4,914            79,550
                                                             -----------       -----------       -----------
Net cash used in operating activities                           (256,303)          (43,622)         (387,138)
                                                             -----------       -----------       -----------
Cash flows from investing activities:
  Purchase of property and equipment                             (11,000)
  Cash paid for investments in other companies                    (9,200)           (9,200)
  Repayment of cash advances to officers and affiliates            9,000            26,492
  Cash advances to offices and affiliates                        (26,492)          (26,492)
                                                             -----------       -----------       -----------
Net cash used in investing activities                                 --           (26,692)          (20,200)
                                                             -----------       -----------       -----------
Cash flows from financing activities:
  Purchases of treasury stock                                    (27,418)          (27,418)
  Proceeds from sale of common stock                             268,836           106,500           411,676
  Repayments to notes due to officers                            (52,000)          (52,000)
  Proceeds from notes due to officers                             52,000            52,000
                                                             -----------       -----------       -----------
Net cash provided by investing activities                        268,836            79,082           384,258
                                                             -----------       -----------       -----------

Net increase (decrease) in cash                                   12,533             8,768            23,080
Cash, beginning of period                                         10,547                --                --
                                                             -----------       -----------       -----------
Cash, end of period                                          $    23,080       $     8,768       $    23,080
                                                             ===========       ===========       ===========
</TABLE>

                                       6
<PAGE>
                            PALOMAR ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
     NOTES TO FINANCIAL STATEMENTS FOR THE PERIODS ENDED SEPTEMBER 30, 2003

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Palomar  Enterprises,  Inc.  (Company)  was  incorporated  on March 10,  1999 in
accordance  with the laws of the State of  Nevada.  The  Company  was  initially
formed for the purpose of  developing  an aircraft  service  company for private
aircraft  owners that would offer on-site  preventative  maintenance  and repair
services.  There were no material  operating  activities under this plan, and it
was abandoned in 2001.

In October 2001, the Company launched a new debt acquisition business whereby it
would  acquire  non-performing  debt  from  financial  institutions  and use the
services of various  debtor  location  services to attempt  collection  of these
purchased  amounts.  There  have  been no  revenues  recorded  from this line of
business, and it is no longer being pursued.

In February 2003, the Company entered the nutraceutical  market.  Total revenues
to date  recorded  from  this  line of  business  is $180.  However,  management
determined that this business line would be extremely difficult to implement and
discontinued  all  efforts  in this  field.  On July  11,  2003,  the  Company's
management  was changed and the Company's  future  emphasis will be to develop a
business in the financial services sector.

The Company faces many operating and industry challenges. There is no meaningful
operating history to evaluate the Company's prospects for successful operations.
Future losses for the Company are  anticipated.  The proposed plan of operations
would include attracting investors to fund expansion and ongoing operations.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally accepted in the United States for interim
financial  information and the  instructions for Form 10-QSB and Regulation S-B.
Accordingly,  they do not include all of the information and footnotes  required
by accounting  principles  generally  accepted in the United States for complete
financial  statements.  All  adjustments  that, in the opinion of management are
necessary for a fair  presentation  of the results of operations for the interim
periods have been made and are of a recurring nature unless otherwise  disclosed
herein.  The results of operations for the three and nine months ended September
30, 2003,  are not  necessarily  indicative of the results that will be realized
for the  entire  fiscal  year.  These  financial  statements  should  be read in
conjunction  with the Company's  Annual Report on Form 10-KSB for the year ended
December 31, 2002.

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

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

                                       7
<PAGE>
NOTE C - GOING CONCERN UNCERTAINTY

Due to the  lack  of  sustaining  operations  from  inception,  the  Company  is
considered in the  development  stage and, as such, has generated no significant
operating revenues and has incurred cumulative operating losses of approximately
$5,036,000

Further,  the Company has  abandoned  its initial  business plan and a successor
business plan to support future operations.

The Company is fully dependent upon the available cash on hand and either future
sales of securities or upon its current management and/or advances or loans from
controlling  shareholders or corporate  officers to provide  sufficient  working
capital to preserve the integrity of the corporate entity during the development
phase.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms  favorable to or affordable by the Company.  It is the
intent of management and controlling  shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.

However,  there is no legal obligation for either management and/or  controlling
shareholders to provide such additional funding.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  As mentioned  above,  the Company has
not obtained the capital  needed to achieve  management's  plans and support its
operations,  and there is no  assurance  that the Company  will be able to raise
such  financing.  These  factors  raise  considerable  doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from this uncertainty.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. CASH AND CASH EQUIVALENTS

     The Company considers all cash on hand and in banks,  including accounts in
     book overdraft  positions,  certificates of deposit and other highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.


2. RESEARCH AND DEVELOPMENT EXPENSES

     Research and  development  expenses are charged to  operations as incurred.
     There were no research and development costs incurred in the three and nine
     months ended September 30, 2003.

3. ADVERTISING EXPENSES

     Advertising  and marketing  expenses are charged to operations as incurred.
     Advertising expenses from date of inception have been immaterial.

4. INCOME TAXES

     The Company  utilizes  the asset and  liability  method of  accounting  for
     income taxes Temporary differences represent differences in the recognition
     of  assets  and  liabilities  for tax  and  financial  reporting  purposes,
     primarily accumulated depreciation and amortization.

     As of September 30, 2003,  the deferred tax asset is related  solely to the
     Company's net operating loss carryforward and is fully reserved.

                                       8
<PAGE>
5. EARNINGS (LOSS) PER SHARE

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,  whichever is later.  As of September  30,  2003,  the  Company's
     outstanding warrants are considered  anti-dilutive due to the Company's net
     operating loss position.

6. USE OF ESTIMATES

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

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  amount of cash,  accounts  payable  and accrued  liabilities,  as
applicable, approximates fair value due to the short term nature of these items.

NOTE F - RELATED PARTY TRANSACTIONS

Upon the change of management  occurring on June 11, 2003,  the Company  granted
12,000,000 shares of the Company's common stock as consideration for services to
the two new officers and directors.  The issuance of these shares  resulted in a
controlling  ownership of the Company  resting with these two  individuals.  The
value of the  shares  issued,  based on the  trading  price  of the  stock,  was
$120,000  and is recorded as an expense  incurred in the three months ended June
30,  2003.   Additionally,   these  two  new  members  of  management   advanced
approximately  $52,000  in cash to the  Company  to pay  for  ongoing  operating
expenses.  Of that amount,  $40,000 was paid to members of former management for
their assistance in the transition. The advances were repaid in the three months
ended  September  30, 2003.  Two members of the former  management  entered into
consulting  agreements  with the Company whereby the Company is committed to pay
these individuals an aggregate total of $12,600 per month for 12 months.

During the three months ended September 30, 2003, the Company granted  4,000,000
shares of the  Company's  preferred  stock to its two officers and  directors as
consideration for services. The preferred shares are convertible to common stock
at a ratio of 100 to 1. The value of the grant was  determined  at the  relative
value of the common shares into which the preferred shares are convertible. That
amount was  determined to be $4,000,000  based on the $0.01 trading value of the
shares.  In the three months ended  September 30, 2003,  the officers  converted
3,000,000 of their shares into 300,000,000 shares of common stock.

NOTE G - STOCK WARRANTS

In May and June 2002, in connection with the sale of Units pursuant to a Private
Placement  Memorandum,  dated May 15, 2002,  the Company  issued stock  warrants
(5/15/02  Warrants)  to the  purchasers  of  550,000  shares of common  stock to
purchase up to an additional 550,000 shares of restricted,  unregistered  common
stock at a price of $1.00 per share.

                                       9
<PAGE>
In August and September 2002, in connection with the sale of Units pursuant to a
Private  Placement  Memorandum,  dated August 1, 2002,  the Company issued stock
warrants  (8/1/02  Warrants) to the purchasers of 515,000 shares of common stock
to purchase  up to an  additional  515,000  shares of  restricted,  unregistered
common stock at a price of $1.00 per share.

                                    Warrants
                                 outstanding at
                                 June 30, 2003              Exercise price
                                 -------------              --------------
5/15/02 Warrants                     550,000          550,000    $1.00 per share
8/1/02 Warrants                      565,000          565,000    $1.00 per share
                                   ---------        ---------

Totals at March 31,2003            1,065,000        1,065,000
                                   =========        =========

The warrants have no stated expiration date.

In addition to the common stock  warrants,  The Company  implemented an Employee
Stock  Incentive Plan ("ESIP") during the three months ended September 30, 2003.
During the three months ended September 30, 2003, the Company granted options to
acquire  40,000,000  shares and  36,000,000 of those  options were  exercised by
September 30, 2003.

ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

     This Quarterly  Report contains  forward-looking  statements  about Palomar
Enterprises,  Inc.'s  business,  financial  condition and prospects that reflect
management's  assumptions and beliefs based on information  currently available.
We can give no assurance that the expectations indicated by such forward-looking
statements will be realized. If any of our management's assumptions should prove
incorrect, or if any of the risks and uncertainties underlying such expectations
should  materialize,  PALR's  actual  results may differ  materially  from those
indicated by the forward-looking statements.

     The key factors  that are not within our control and that may have a direct
bearing on operating results include,  but are not limited to, acceptance of our
services, our ability to expand our customer base, managements' ability to raise
capital  in the  future,  the  retention  of key  employees  and  changes in the
regulation of our industry.

     There may be other risks and circumstances that management may be unable to
predict.  When  used  in this  Quarterly  Report,  words  such  as,  "BELIEVES,"
"EXPECTS,"   "INTENDS,"   "PLANS,"   "ANTICIPATES,"   "ESTIMATES"   and  similar
expressions are intended to identify forward-looking statements,  although there
may be certain forward-looking statements not accompanied by such expressions.

PLAN OF OPERATION

     On July 11, 2003, we changed our business  model to a business  development
company with an emphasis in the financial  services sector. We currently service
the  residential  mortgage  market,  with  plans to launch a  corporate  finance
division in the near future.  We have  generated  $1,532 in revenues  during the
quarter  ended  September  30,  2003.  However,  we have not yet  commenced  our
planned,  principal operations, and we cannot guarantee you that we will be able
to generate  revenues  through our planned  residential  mortgage  operations to
sustain our business.

     During the quarter ended September 30, 2003, we have devoted our activities
to the following:

     1.   Refining and implementing our business model,

     2.   Establishing a presence on the Internet at www.palomarenterprises.com,

                                       10
<PAGE>
     3.   Entering into a joint venture agreement with Prize Pizza, LLC to share
          in the profits of that company and develop the first location in Tempe
          Arizona. The Tempe location is in permit phase and expected to be open
          in December,  2003.  The Company will realize 60% of the earnings from
          the first location with the option to develop additional facilities at
          the Company's  expense.  These additional  facilities will provide the
          Company 100% of all earnings generated.

     4.   We have continued our employee stock incentive program.

     During the third quarter of 2003, we made an application  with the State of
California  to operate as a foreign  corporation  and have been granted the name
"Palomar Financial" as a fictitious name.  Additionally,  we made an application
to the Department of Real Estate in the State of California for our mortgage and
home loan operations.

     Our management  does not  anticipate the immediate need to hire  additional
full- or part-time  employees over the next 12 months,  as the services provided
by our officers, directors and current employees appear sufficient at this time.
We believe that our operations are currently on a small scale that is manageable
by a few  individuals,  as our  responsibilities  are related  predominantly  to
administrative  duties at this time.  While we do not  foresee  the  addition of
employees  over  the  next  12  months,  if our  operations  expand  beyond  our
expectations, we may be required to hire personnel to fulfill our needs.

     We currently do not own any  significant  plant or equipment  that we would
seek to sell in the near future.

     We  have  not  paid  for  expenses  on  behalf  of any  of  our  directors.
Additionally, we believe that this fact shall not materially change.

     As of  September  30,  2003,  we had  $23,080 of cash in hand,  compared to
$1,127 of cash in the prior  quarter.  Our  current  assets of  $58,080  are not
sufficient to meet our current  liabilities of $79,550.  Our management believes
that our  current  capital  resources  are not  sufficient  to satisfy  our cash
requirements  over the next 12 months.  Our independent  auditors have expressed
substantial  doubt about our ability to continue as a going  concern  because we
have limited operations and have not commenced planned principal operations.  If
our costs of operations increase  disproportionate to our potential revenues, we
may need to  continue  to raise  additional  capital by  issuing  equity or debt
securities in exchange for cash. Notwithstanding this, there can be no assurance
that we will be able to secure additional funds to stay in business.

     In the third  quarter of 2003,  we continued  our stock  incentive  program
which  provides for the grant of incentive  stock options  qualifying  under the
Internal  Revenue  Code to our  officers  and other  employees  and the grant of
non-qualified options to our directors, employees and consultants. Our Incentive
Plans allow designated officers,  employees and certain non-employees to receive
certain  options to purchase  common stock.  The plans are  administered  by our
Board of Directors,  who have substantial discretion to determine which persons,
amounts,  time, price,  exercise terms, and  restrictions,  if any. For the nine
months  ending  September 30, 2003,  the Company has realized  $268,836 from the
sale of common stock. The Company currently provides the ESIP to six employees.

ITEM 3. CONTROLS AND PROCEDURES

     Within 90 days prior to the date of filing of this  report,  we carried out
an  evaluation,  under  the  supervision  and  with  the  participation  of  our
management,  including the Chief Executive Officer and Chief Financial  Officer,
of the design and operation of our disclosure controls and procedures.  Based on
this evaluation,  our Chief Executive  Officer and Chief Financial  Officer have
concluded  that  our  disclosure  controls  and  procedures  are  effective  for
gathering,  analyzing and disclosing the information we are required to disclose
in the reports we file under the  Securities  Exchange  Act of 1934,  within the
time  periods  specified  in the  SEC's  rules  and  forms.  There  have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly   affect  internal  controls   subsequent  to  the  date  of  this
evaluation.

                                       11
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

     During the three months ended  September  30,  2003,  employees'  exercised
options to acquire  40,000,000  of common stock on a cashless  basis  through an
outside broker.

     During the three months ended  September  30,  2003,  we issued  18,570,000
shares of common  stock to  consultants.  The stock was valued using the closing
price on the date issued.

     During the three  months ended  September  30,  2003,  we issued  3,000,000
shares of common stock for settlement of a debt.

     In the third quarter of 2003, our board of directors  approved the issuance
of 4,000,000  shares of Series B voting  preferred stock to our two officers and
directors.  Each  share of Series B has 100  votes per share and is  convertible
into 100 shares of our  common  stock.  During the  quarter,  each  officer  and
director converted 1,500,000 shares of Series B preferred stock into 300,000,000
shares of common stock.

ITEM 6. EXHIBITS

(a) EXHIBITS NAME AND/OR IDENTIFICATION OF EXHIBIT

31.1   Certification  of Chief  Executive  Officer  Pursuant  to the  Securities
       Exchange  Act of 1934,  Rules 13a-14 and 15d-14,  as adopted  pursuant to
       Section 302 of the Sarbanes-Oxley Act of 2002

31.2   Certification  of Chief  Financial  Officer  Pursuant  to the  Securities
       Exchange  Act of 1934,  Rules 13a-14 and 15d-14,  as adopted  pursuant to
       Section 302 of the Sarbanes-Oxley Act of 2002

32     Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002

(b) REPORTS ON FORM 8-K

July 11, 2003         Report Items 5
August 12, 2003       Report Items 5 and 9

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<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the Exchange Act of 1934,  the  Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                    PALOMAR ENTERPRISES, INC.
                                         (Registrant)


                                    By: /s/ Steve Bonenberger
                                       -------------------------------
                                       Steve Bonenberger, President

Date: November 10, 2003

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