U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

     For the quarterly period ended March 31, 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: 000-32829

                            PALOMAR ENTERPRISES, INC.
                 (Name of small business issuer 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,                    89701-1230
          CARSON CITY, NEVADA
(Address of principal executive offices)

                                 (775) 887-0670
                           (Issuer's telephone number)

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

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:  As of May 10, 2004, we had
836,152,857 shares of our common stock outstanding.

     Transitional Small Business Disclosure Format (check one):  Yes [X]  No [ ]


                                        1
<PAGE>
<TABLE>
<CAPTION>
                            PALOMAR ENTERPRISES, INC.

                                Table of Contents

                                                                         Page
                                                                         ----
PART I - FINANCIAL INFORMATION

<S>                                                                      <C>
     Item 1   Financial Statements                                          3

     Item 2   Management's Discussion and Analysis or Plan of Operation    11

     Item 3   Controls and Procedures                                      13

PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings                                            13

     Item 2 - Changes in Securities                                        13

     Item 3 - Defaults upon Senior Securities                              13

     Item 4 - Submission of Matters to a Vote of Security Holders          13

     Item 5 - Other Information                                            14

     Item 6 - Exhibits and Reports on Form 8-K                             14

SIGNATURES                                                                 14

CERTIFICATIONS
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
ITEM 1 - PART 1 - FINANCIAL STATEMENTS
PALOMAR ENTERPRISES, INC.
(UNAUDITED)
 BALANCE SHEETAS OF MARCH 31, 2004
-------------------------------------------------------------------------------
                                  (UNAUDITED)
<S>                                                      <C>           <C>
ASSETS

CURRENT ASSETS
   Cash                                                  $   555,443
   Inventory                                                       -
   Prepaid Expenses & Advances                                 5,000
                                                         ------------
TOTAL CURRENT ASSETS                                                    560,443

OTHER ASSETS - Deposits                                                     875

FIXED ASSETS                                                            377,667

                                                                       --------
TOTAL ASSETS                                                           $938,985
                                                                       ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES
   Accounts Payable                                      $    11,969
TOTAL CURRENT LIABILITIES                                                11,969
                                                                       --------

TOTAL LIABILITIES                                                        11,969
                                                                       --------

STOCKHOLDERS' EQUITY:
   Common stock, $.001 par value, 1,000,000,000 shares
      authorized, 836,432,857 shares issued;
      836,152,857 outstanding                                836,153
   Additional paid-in capital                              6,525,652
   Deficit accumulated during the development phase       (6,407,371)
                                                         ------------
                                                             954,434
   Treasury Stock - at cost (280,000 shares)                 (27,418)
                                                         ------------
      Total stockholders' equity                                        927,016

                                                                       --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $938,985
                                                                       ========
</TABLE>

            See accompanying notes to unaudited financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                         PALOMAR ENTERPRISES, INC.
STATEMENTS OF OPERATIONS
---------------------------------------------------------------------------------------
                                     (UNAUDITED)

                                                          Three months    Three months
                                                             ended           ended
                                                           March 31,        March 31
                                                              2004            2003
                                                         --------------  --------------
<S>                                                      <C>             <C>
REVENUES                                                 $      35,578   $         180
     1.

     2. GROSS PROFIT                                            35,578             180
                                                         --------------  --------------

OPERATING EXPENSES
  General and administrative expenses                           60,293          55,940
  Facilities & Rent                                             10,407           6,072
  Consulting, legal and professional fees                      869,975          11,227
  Payroll and related expenses                                  28,405           2,401
                                                         --------------  --------------

  TOTAL OPERATING EXPENSES                                     969,080          75,640
                                                         --------------  --------------

LOSS FROM OPERATIONS                                          (933,502)        (74,460)

OTHER INCOME                                                      ____
                                                         --------------
LOSS BEFORE PROVISION
  FOR INCOME TAXES                                            (933,502)        (75,460)

PROVISION FOR INCOME TAXES                                           -               -
                                                         --------------  --------------

NET LOSS                                                      (933,502)        (75,460)

OTHER COMPREHENSIVE INCOME                                           -               -
                                                         --------------  --------------

COMPREHENSIVE LOSS                                       $    (933,502)  $     (75,460)
                                                         --------------  ==============

Net loss per weighted-average share
  Of common stock outstanding, - basic and fully dilute              *   $     ( 0.01 )
                                                         ==============  ==============

Weighted-average number of shares
  Of common stock outstanding                              836,152,857      10,062,346
                                                         ==============  ==============
* - less than $0.01 per share
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
PALOMAR ENTERPRISES, INC
STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------
                                   (UNAUDITED)

                                                    Three months    Three months
                                                       ended           ended
                                                     March 31,       March 31,
                                                        2004            2003
                                                   --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                <C>             <C>
  Net loss for the period                          $    (933,502)  $     (75,460)
  Adjustments to reconcile net loss
    to net cash provided by operating
    activities
      Depreciation                                           300             550
      Common stock issued for services                   561,200          45,950
      Other non-cash expenses
  Increase (Decrease) in:
      Inventory                                                           (6,218)
      Prepaid Expenses & Advances                         (4,108)         (2,637)
      Other Assets
      Accounts payable & Accrued Expenses                 11,967          (6,682)
                                                   --------------  --------------

NET CASH USED IN OPERATING ACTIVITIES                   (364,143)        (44,497)
                                                   --------------  --------------

        3.   CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property & equipment                    (377,968)              -
                                                   --------------  --------------

NET CASH USED IN INVESTING ACTIVITIES                   (377,968)              -
                                                   --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from sales of common stock                    210,926          37,000
  Proceeds from exercise of stock options                943,735               -
                                                   --------------  --------------

NET CASH FROM (USED) IN FINANCING ACTIVITIES           1,154,661          37,000
                                                   --------------  --------------

INCREASE (DECREASE) IN CASH                              412,550          (7,497)

Cash at beginning of period                              142,893          10,547
                                                   --------------  --------------

CASH AT END OF PERIOD                              $     555,443   $       3,050
                                                   ==============  ==============

SUPPLEMENTAL DISCLOSURE OF
  INTEREST AND INCOME TAXES PAID
    Interest paid for the period                   $           -   $           -
                                                   ==============  ==============
    Income taxes paid for the period               $           -   $           -
                                                   ==============  ==============
</TABLE>


                                        5
<PAGE>
PALOMAR ENTERPRISES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2004
--------------------------------------------------------------------------------

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 months ended March 31, 2004 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, 2003.

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.


                                        6
<PAGE>
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

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
$5,901,233

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 months
     ended March 31, 2004.

3.   Advertising expenses
     --------------------

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


                                        7
<PAGE>
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 March 31, 2004, the deferred tax asset is related solely to the
     Company's net operating loss carry forward and is fully reserved.


5.   Earnings (loss) per share
     -------------------------

     Basic earnings (loss) per share are 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 March 31,2004, 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

The Company pays consulting fees to entities owned by two controlling
shareholders.  These two controlling shareholders are also the two senior
officers and directors of the Company.  During the three month period ended
March 31, 2004, the Company paid fees of approximately $191,000 to these two
entities.

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.

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


                                        8
<PAGE>
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.

<TABLE>
<CAPTION>
                                                 Warrants
                                              outstanding at
                                              March 31, 2004       Exercise price
                                              --------------  --------------------------
<S>                                           <C>             <C>        <C>
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 31,2004                            1,065,000  1,065,000
                                              ==============  =========

The warrants have no stated expiration date.
</TABLE>

NOTE H - CAPITAL STOCK TRANSACTIONS

The Company raises capital through the issuance and exercise of options under
the Company's ESIP.  During the three months ended March 31, 2004 the Company
raised $943,735 net of brokerage commissions through its ESIP. The company
issued 192,650,000 shares at an average price of $.008 net of the 15% discount
offered to employees under the ESIP program.

The Company conducted a private placement of its common shares during the three
months ended March 31, 2004.  The Company issued 18,275,000 sharfes of its
common stock and received net cash proceeds of $210,926 under this private
placement during the three months ended March 31,. 2004.

The Company grants shares of its common stock from time to time as consieration
for services rendered by employees and consultants.  During the three months
ended March 31, 2004 the Company granted 56,120,000 shares of common stock as
consideration for services. The shares were expensed at their trading value of
approximately $0.01.

NOTE I - SUBSEQUENT EVENTS

Subsequent to March 31, 2004, the Company consummated a transaction with Prize
Pizza whereby the Company will become a joint venture partner in Prize Pizza's
business of owning and operating pizza restaurants.  Prize Pizza presently has
one restaurant in Tempe, Arizona.


                                        9
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

FORWARD-LOOKING INFORMATION

     Much of the discussion in this Item is "forward looking" as that term is
used in Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934.  Actual operations and results may materially differ from
present plans and projections due to changes in economic conditions, new
business opportunities, changed business conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings with the Securities and Exchange Commission.

     The following are factors that could cause actual results or events to
differ materially from those anticipated, and include, but are not limited to,
general economic, financial and business conditions, changes in and compliance
with governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders, and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.

     Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof.  We believe
the information contained in this Form 10-QSB to be accurate as of the date
hereof.  Changes may occur after that date.  We will not update that information
except as required by law in the normal course of our public disclosure
practices.

     Additionally, the following discussion regarding our financial condition
and results of operations should be read in conjunction with the financial
statements and related notes contained in Item 1 of Part I of this Form 10-QSB,
as well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the fiscal year ended December 31, 2003.

MANAGEMENT'S PLAN OF OPERATION

     During  the  first  half  of 2003, we had no operations and limited current
assets  with  which  to  finance  our  ongoing operations.  On July 11, 2003, we
changed  our  business  model to become a development company with two operating
divisions:

     1.   Financial  Services,  which  focuses  upon:
          a.   Real  estate  sales  and  client  services,
          b.   Mortgage  and  home  loan  origination,
          c.   Property  acquisition  and  development.

     2.   Corporate  Finance,  with  a  focus  on:
          a.   Developing  and/or  acquiring  cash  flow  positive  businesses,
          b.   Acquiring the real property and assets that are material to those
               businesses.

     During the first quarter of 2004, we have made significant progress in both
divisions.  For  the  quarter  ending  March  31,  2004,  the Financial Services
Division:

     1.   Created  and  launched  a  real estate sales and client services group
          under  the  name  "The  Palomar  Group."  The  Palomar Group currently
          contracts  a  number of real estate agents and is generating revenues.
     2.   Expanded  its  mortgage and home loan originations operations and also
          operates  as  The  Palomar  Group-Lending & Home Loans. We have become
          affiliated  with  several  mainline  lending  organizations  and  is
          producing  revenue.
     3.   Created  and  launched  a  property acquisition and development group.
          The  team  is  tasked  with  locating and acquiring revenue generating
          properties.  During  the  first  quarter, the first property, a single
          family  residence  in  Carlsbad,  CA.  was  secured.
     4.   We  have also created website at www.palomar-financial.com to serve as
          the  hub  of  our  real estate efforts. We are currently reworking the
          site  and will relocate it to www.thepalomargroup.com. This process is
          expected  to  be  completed  within  a  thirty  day  term.

     For  the  quarter  ending  March  31, 2004, the Corporate Finance Division:


                                       10
<PAGE>
     1.   Completed construction and permit process for the Prize Pizza location
          in  Tempe,  Arizona.
     2.   Our  Joint  Venture with K & S Family Entertainment to introduce Prize
          Pizza in New Mexico continues to be in process. The directing partners
          of  K  &  S  Family  Entertainment  are  still  seeking  to secure the
          financing  commitment  for  the  planned  Gallup, New Mexico facility.

     Our  plans  through  fiscal  year  2004  include:

     1.   Securing  the  necessary  financing  for  Prize  Pizza,  New  Mexico
     2.   Increasing  revenues  and  market share for our real estate operations
     3.   Continuing  to  acquire  assets  and revenue generating properties and
          securing  the revenue and long-term appreciation from these activities
     4.   Expanding  the  products  our  financial  services  division offers to
          include  notes,  deeds  of  trust  and  other  types  of  financing.

FIRST QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2003

     In the three months ended March 31, 2004, we generated $35,578 in revenues
compared to revenues of $180 generated during the three period ended March 31,
2003.  Revenues were generated from commissions earned as a result of mortgage
loan origination fees.

     The total operating expenses for the three months ended March 31, 2004 were
approximately $969,080 consisting primarily of consulting, legal and
professional fees aggregating $869,875.  General and administrative expenses
totaled $60,293 and payroll and related expenses were $28,405.  In addition, we
incurred $10,407 in facilities and rent expense.  Our management believes that
these costs will be recurring and there is nothing to suggest any substantial
reduction or increase for the foreseeable future.

     During the previous three months ended March 31, 2003, total operating
expenses were $75,640, consisting primarily of general and administrative
expenses of $55,940.  We also incurred consulting, legal and professional fees
in the amount of $11,227, as well as $6,072 for rent and facilities expense and
$2,401 in payroll and related expenditures.  These expenses were incurred in
pursuit of our previous business model and thus, our management does not believe
a comparison of these year ago results with results for the current reported
period and going forward will be indicative of our future operations.

     In the three months ended March 31, 2004, our operations resulted in net
loss of approximately $933,502, as compared to net loss of approximately $75,460
for the quarter ended March 31, 2003.  Resultantly, our accumulated deficit
aggregated to $6,407,371.  We expect to continue to experience net losses going
forward in the foreseeable future.

LIQUIDITY AND CAPITAL RESOURCES

     As discussed by our accountants in the audited financial statements
included in Item 7 of our Form 10-KSB for the year ending December 31, 2003, our
revenue is currently insufficient to cover our costs and expenses.  To the
extent our revenue shortfall exceeds our stockholders' willingness and ability
to continue providing us the funds needed, management anticipates raising any
necessary capital from outside investors coupled with bank or mezzanine lenders.
As of the date of this report, we have not entered into any negotiations with
any third parties to provide such capital.

     Our management anticipates that our current financing strategy of private
debt and equity offerings will meet our anticipated objectives and business
operations for the next 12 months.  Management continues to evaluate
opportunities for corporate development.  Subject to our ability to obtain
adequate financing at the applicable time, we may enter into definitive
agreements on one or more of those opportunities.

     At March 31, 2004, we had current assets of $560,443 consisting of cash in
the amount of $555,443 and prepaid expenses and advances of $5,000.  Our
management believes that our current assets are sufficient to meet


                                       11
<PAGE>
our current liabilities and to continue operations through the end of 2004.
However, in order to expand our operations, we may need to increase our capital
reserves through sales of equity or debt securities.  We cannot assure you that
such financing will be available, or if available, will be on satisfactory
terms.  If we are unable to obtain sufficient financing, we may be unable to
expand the scope of our operations.


OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

ITEM 3.   CONTROLS AND PROCEDURES.

     Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.

     Evaluation of disclosure and controls and procedures.  As of the end of the
period covered by this Quarterly Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act).  Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

     Changes in internal controls over financial reporting.  There was no change
in our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

     None

ITEM 2.   CHANGES IN SECURITIES.

     During the three months ended March 31, 2004 we issued, through private
placement, 18,275, 000 shares of common stock for cash in the amount of
$145,500. The shares of our common stock were sold to 15 individuals, all of
whom were accredited investors, in sales not involving a public offering.

     The proceeds from the private placement were used by us for funding of
general corporate purposes.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.


                                       12
<PAGE>
ITEM 5.   OTHER INFORMATION.

     None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

<TABLE>
<CAPTION>
EXHIBIT NO.  IDENTIFICATION OF EXHIBIT
-----------  -----------------------------------------------------------------------------------------------
<C>          <S>
   3.1**     Articles of Incorporation.
   3.2**     Bylaws.
   31.1*     Certification of Steven Bonenberger, Chief Executive Officer of Palomar Enterprises, Inc.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of
             2002.
   31.2*     Certification of Brent Fouch, Chief Financial Officer of Palomar Enterprises, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
   32.1*     Certification of Steven Bonenberger, Chief Executive Officer of Palomar Enterprises, Inc.,
             pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of
             2002.
   32.2*     Certification of Brent Fouch, Chief Financial Officer of Palomar Enterprises, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
</TABLE>
__________
*     Filed herewith.
**   Previously filed.

(b)  Reports on Form 8-K.

     Form  8-K  filed  on  May  7,  2004 regarding the consummation of the joint
venture  agreement  between  us  and  Prize  Pizza,  LLC.

                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   PALOMAR ENTERPRISES, INC.

Dated May 17, 2004.

                                   By  /s/Steven Bonenberger
                                     -----------------------
                                       Steven Bonenberger,
                                       President and Chief Executive Officer


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