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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1


(Mark One)

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

For the quarterly period ended: September 30, 2004
                                ------------------

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:
 The number of shares of the issuer's common equity outstanding as of October 7,
           2004 was 966,119 shares of common stock, par value $0.0001.


<PAGE>





                                        2
<PAGE>
<TABLE>
<CAPTION>
                            PALOMAR ENTERPRISES, INC.


                                TABLE OF CONTENTS


                                                                    Page
<S>                                                                 <C>
PART I - FINANCIAL INFORMATION

     Item 1.   Consolidated Financial Statements                    3

               Balance Sheet                                        4

               Statements of Operations                             5

               Statements of Cash Flows                             6

               Notes to Consolidated Financial Statements           8

     Item 2.   Management's Discussion and Plan of Operation

     Item 3.   Controls and Procedures

PART II - OTHER INFORMATION

     Item 2.   Changes in Securities

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

     Item 6.   Exhibits

SIGNATURES

CERTIFICATION                                                       9-10
</TABLE>


                                        3
<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  13,  2004.


                                        4
<PAGE>
<TABLE>
<CAPTION>
PALOMAR ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2004 (UNAUDITED)

<S>                                                                         <C>
ASSETS
  Cash                                                                      $   427,228
  Notes receivable                                                              189,437
  Prepaids and other current assets                                               5,000
                                                                            ------------
Total current assets                                                            621,665

Property, plant and equipment, net of accumulated depreciation of $10,058     1,397,127

Deposits and other assets                                                           875

                                                                            ------------
TOTAL ASSETS                                                                $ 2,019,667
                                                                            ============

LIABILITIES AND STOCKHOLDERS' EQUITY:

  Accounts Payable                                                          $    19,342
  Accrued Expenses                                                                3,949
  Current portion of notes payable                                              334,147

                                                                            ------------
Total current liabilities                                                       357,438

  Note payable, long term                                                       841,657

                                                                            ------------
TOTAL LIABILITIES                                                             1,199,095
                                                                            ------------

STOCKHOLDERS' EQUITY:
  Series A preferred stock, $0.0001 par value, 10,000,000 shares
    authorized, no shares issued or outstanding                                       -
  Series B preferred stock, $0.0001 par value, 50,000,000 shares
    authorized, no shares issued or outstanding                                       -
  Series C preferred stock, $0.0001 par value, 30,000,000 shares
    authorized, no shares issued or outstanding                                       -
  Common stock, $0.0001 par value, 14,000,000 shares
    authorized, 766,123 shares issued;
    766,120 outstanding                                                              77
  Additional paid-in capital                                                  9,461,407
  Accumulated deficit                                                        (8,613,494)
  Treasury stock - at cost (3 shares)                                           (27,418)
                                                                            ------------

    Total stockholders' equity                                                  820,572

                                                                            ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ 2,019,667
                                                                            ============
<FN>
  The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
PALOMAR ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                           Three months          Nine months           Three months          Nine months
                                              ended                 ended                 ended                 ended
                                        September 30, 2004    September 30, 2004    September 30, 2003    September 30, 2003
                                       --------------------------------------------------------------------------------------
<S>                                    <C>                   <C>                   <C>                   <C>
Revenues                               $           126,829   $           653,797   $             1,352   $             1,532
Cost of goods sold                                       -               401,975                     -                    39
                                       --------------------------------------------------------------------------------------

Gross profit                                       126,829               251,822                 1,352                 1,493

Operating expenses
  General and administrative                        77,990               183,907               121,912               276,747
  Facilities and rent                               12,492                41,370                 4,507                12,668
  Consulting, legal and professional               646,030             2,308,356             4,285,452             4,424,348
  Payroll and related costs                        279,745               614,059                48,200               176,737

                                       --------------------------------------------------------------------------------------
Total operating expenses                         1,016,257             3,147,692             4,460,071             4,890,500

Loss from operations                              (889,428)           (2,895,870)           (4,458,719)           (4,889,007)

Interest expense                                   (22,310)              (33,577)                    -                     -

                                       --------------------------------------------------------------------------------------
Loss from continuing operations        $          (911,738)  $        (2,929,447)  $        (4,458,719)  $        (4,889,007)

Discontinued operations:
Loss from operations of Prize Pizza                      -               (43,777)                    -                     -
Loss on disposal of Prize Pizza                   (166,223)             (166,223)                    -                     -
                                       --------------------------------------------------------------------------------------
Loss on discontinued operations        $          (166,223)  $          (210,000)  $                 -   $                 -
                                       --------------------------------------------------------------------------------------
Net loss                               $        (1,077,961)  $        (3,139,447)  $        (4,458,719)  $        (4,889,007)
                                       ======================================================================================

 Net loss per share of common stock
  outstanding before discontinued
  operations - basic and diluted       $             (5.88)  $            (50.82)  $         (5,665.46)  $        (13,321.54)

 Net loss per share of common stock
  outstanding from discontinued
  operations - basic and diluted       $             (1.07)  $             (3.64)  $                 -   $                 -

 Net loss per share of common stock
                                       --------------------------------------------------------------------------------------
  outstanding - basic and diluted      $             (6.95)  $            (54.46)  $         (5,665.46)  $        (13,321.54)
                                       ======================================================================================

Weighted average number of
  shares of common stock                           155,175                57,642                   787                   367
                                       ======================================================================================
  outstanding
<FN>
                     The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
PALOMAR ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                   Nine months           Nine months
                                                      ended                 ended
                                                September 30, 2004    September 30, 2003
                                               --------------------  --------------------
<S>                                            <C>                   <C>
Cash flows from operating activities:
Net loss for the period                        $        (3,139,447)  $        (4,889,007)
Adjustments to reconcile net loss to net cash
  used by operating activities:
  Depreciation                                              10,058                   550
  Loss from disposal of fixed assets                             -                 9,350
  Loss from discontinued operations                        210,000
  Common stock issued for services                       1,149,138             4,547,097
  Common stock issued to officers                          174,115                     -
Changes in assets and liabilities:
  Prepaid expenses                                          (4,108)                7,726
  Other assets                                                   -                 2,400
  Accounts payable and accrued liabilities                  20,789                65,581
                                               --------------------  --------------------
Net cash used in continuing operations                  (1,579,455)             (256,303)
Cash flows from discontinued operations                     (7,498)                    -
                                               --------------------  --------------------
Net cash used in operating activities                   (1,586,953)             (256,303)
                                               --------------------  --------------------

Cash flows from investing activities:
  Purchase of property and equipment                      (427,185)                    -
  Repayments of notes receivable                            49,274                     -
  Purchase of notes receivable                            (238,711)                    -
                                               --------------------  --------------------
Net cash used in investing activities                     (616,622)                    -
                                               --------------------  --------------------

Cash flows from financing activities:
  Proceeds from note payable                               625,000                     -
  Payments on note payable                                (429,196)                    -
  Stock subscription receivable                                  -               (35,000)
  Proceeds from sale of common stock                     2,419,590               303,836
  Acquisition of treasury stock                           (127,484)                    -
  Repayments of notes due to officers                            -               (52,000)
  Proceeds from notes due to officers                            -                52,000
                                               --------------------  --------------------
Net cash provided by investing activities                2,487,910               268,836
                                               --------------------  --------------------
Net increase in cash                                       284,335                12,533
Cash, beginning of period                                  142,893                10,547
                                               --------------------  --------------------
Cash, end of period                            $           427,228   $            23,080
                                               ====================  ====================
<FN>
   The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>


                                        7
<PAGE>
<TABLE>
<CAPTION>
PALOMAR ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), continued

SUPPLEMENTAL CASH FLOW INFORMATION:

                                                                       Nine Months     Nine Months
                                                                          Ended           Ended
                                                                        September       September
                                                                         30, 2004        30, 2003
                                                                      --------------  --------------
<S>                                                                   <C>             <C>
    Interest Paid                                                     $       29,628  $    -0-
                                                                      ==============  ==============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:


                                                                       Nine Months     Nine Months
                                                                          Ended           Ended
                                                                        September       September
                                                                         30, 2004        30, 2003

Common stock issued for services                                      $    1,149,138  $    4,547,097
                                                                      ==============  ==============

Property acquired under note payable                                  $      980,000  $    -0-
                                                                      ==============  ==============

Common stock issued to officers                                       $      174,155  $    -0-
                                                                      ==============  ==============

Common stock issued to acquire sixty percent interest in Prize Pizza  $      200,000  $    -0-
                                                                      ==============  ==============
<FN>
         The accompanying notes are an integral part of these unaudited financial statements
</TABLE>


                                        8
<PAGE>
<TABLE>
<CAPTION>
PALOMAR ENTERPRISES, INC
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
----------------------------------------------------------------------------------------------------------------------

                                         COMMON STOCK       TREASURY STOCK
                                       -----------------  ------------------    PAID-IN     ACCUMULATED
                                        SHARES   AMOUNT   SHARES    AMOUNT      CAPITAL       DEFICIT        TOTAL
<S>                                    <C>       <C>      <C>      <C>        <C>          <C>            <C>
BALANCE December 31, 2003                5,691   $     1        3  $(27,418)  $5,646,125   $ (5,474,047)  $   144,660

Common stock issued for cash               354         -                         158,536                      158,536

Common stock issued for services       225,562        23                       1,323,293                    1,323,317

Common stock reacquired and cancelled     (254)        -                        (127,484)                    (127,483)

Exercise of options under ESIP         534,520        53                       2,260,937                    2,260,990

Common stock issued in business
   acquisition                             250         -                         200,000                      200,000

Net loss for the year                                                                        (3,139,447)   (3,139,447)
                                       -----------------  -------  ---------  -----------  -------------  ------------
BALANCE SEPTEMBER 30, 2004             766,123   $    77        3  $(27,418)  $9,461,407   $ (8,613,494)  $   820,572
                                       =================  =======  =========  ===========  =============  ============
<FN>
                 The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>


                                        9
<PAGE>
PALOMAR ENTERPRISES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 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.

On May 1, 2004 the Company entered into a joint venture agreement with Prize
Pizza LLC (Prize).  Under the terms of the agreement, the Company issued
25,000,000 shares of common stock in exchange for a sixty percent interest in
Prize.  The transaction was valued at $200,000, based on the stock's market
value on the date of acquisition.  Because the Company held a controlling
interest in Prize, the financial statements presented as of June 30, 2004 were
consolidated.  Effective as of August 20, 2004, the Company abandoned all
operations of Prize and has recorded all related activities as discontinued
operations in the three months ended September 30, 2004.

Prior to January 1, 2004, the Company was in the development stage.  Periods
presented prior to that date represent the operations of the Company while it
was in the development stage.  Operations from January 1, 2004, represent that
of the Company as no longer a development stage enterprise.

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, 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.


                                       10
<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

The Company has been unable to generate sufficient operating revenues and has
incurred cumulative operating losses of $8,613,494.

The Company has implemented a business plan to operate as a mortgage broker and
a lender for sub-prime auto loans.  However, the Company is 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.

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 Company conducted a private placement of its common shares during the nine
months ended September 30, 2004. The Company issued 353 shares of its common
stock and received cash proceeds of $158,600 under this private placement during
the nine months ended September 30, 2004. In the three months ended September
30, 2004, the Company rescinded 254 shares issued in this offering at a cost of
$127,484. The rescinded shares were returned and cancelled.

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.   Principles of consolidation
     ---------------------------

     The consolidated financial statements include the accounts of the Company
     and its sixty percent interest in Prize Pizza LLC prior to the abandonment
     of the investment. All significant inter-company accounts and transactions
     have been eliminated. The Company abandoned its interest in Prize Pizza,
     LLC during the three months ended September 30, 2004. On May 1, 2004, the
     Company issued 25,000,000 (250,000 post splits) shares of its common stock
     to acquire a 60% interest in Prize Pizza LLC ("Prize"). The transaction was
     valued at the trading price of the common stock of $0.008 per share
     (pre-split) plus the net liabilities assumed. Prize was newly formed to
     develop and operate a Pizza restaurant in Tempe, Arizona. The 60% interest
     was determined on the basis of profit and loss allocations as specified in
     the operating agreement. The investment was accounted for using the
     purchase method of accounting. The purchase price of Prize was allocated as
     follows:


                                       11
<PAGE>
<TABLE>
<CAPTION>
<S>                                                         <C>
          Leasehold improvements                            $ 159,216
          Equipment                                            94,728
          Current assets                                       13,858
          Excess of purchase price over net assets aquired    239,198
          Bank Debt                                           (80,000)
          Affiliate debt                                     (227,000)
                                                            ----------
                                                            $ 200,000
                                                            ==========
</TABLE>

     The above allocation excludes the minority interest of approximately,
     $133.000.

     The Company had intended to perform a valuation of identifiable intangible
     assets to allocate the excess of the purchase price over the net assets
     acquired. However, after numerous operational difficulties could not be
     resolved, the Company determined that it would abandon its investment in
     Prize effective on August 20, 2004.

3.   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, 2004.

4.   Advertising expenses
     --------------------

     Advertising and marketing expenses are charged to operations as incurred.
     Advertising expenses for the three and nine months ended September 30, 2004
     were $23,219 and $25,563, respectively.

5.   Revenue recognition
     -------------------

     The Company generates revenue from the sale of real estate, brokerage
     commissions, rental properties and restaurant operations. Revenues from
     real estate sales and commissions are recognized on execution of the sales
     contract. Rental and restaurant income is recognized in the period earned.

6.   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, 2004, the deferred tax asset is related solely to the
     Company's net operating loss carry forward and is fully reserved.


7.   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 September 30, 2004, the Company's
     outstanding warrants are considered anti-dilutive due to the Company's net
     operating loss position.

     Subsequent to September 30, 2004, the Company declared a 1,000 to one
     reverse stock split of its common stock. All stock numbers presented in the
     financial statements have been retroactively restated to reflect this
     reverse split.

8.   Use of Estimates
     ----------------


                                       12
<PAGE>
     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, notes receivable, accounts payable, accrued
liabilities and notes payable, as applicable, approximates fair value due to the
short-term nature of these items.  The fair value of the related party notes
payable cannot be determined because of the Company's affiliation with the
parties with whom the agreements exist.  The use of different assumptions or
methodologies may have a material effect on the estimates of fair values.

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 and nine month periods
ended September 30, 2004, the Company paid fees of approximately $70,000 and
$478,000 to these two entities.


                                       13
<PAGE>
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 6 shares of common stock to purchase up
to an additional 6 shares of restricted, unregistered common stock at a price of
$100,000.00 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 of 5 shares of common stock to
purchase up to an additional 5 shares of restricted, unregistered common stock
at a price of $100,000.00 per share.

<TABLE>
<CAPTION>
                                   Warrants
                                outstanding at
                              September 30, 2004  Exercise price
                              ------------------  --------------
<S>                           <C>                 <C>
5/15/02 Warrants                      6            6     $1.00 per share
8/1/02 Warrants                       6            6     $1.00 per share
                                      -            -

Totals at September 30, 2004         12           12
                                     ==           ==
<FN>
The warrants have no stated expiration date.
</TABLE>


NOTE H -  CAPITAL STOCK TRANSACTIONS

The Company has sold shares of its stock issued to its employees pursuant the
Company's ESIP. During the three and nine months ended September 30, 2004 the
Company raised $375,990 and $2,260,990, respectively, through its ESIP. During
the three and nine months ended September 30, 2004 the Company issued 530,900
and 534,520 shares, respectively, at an average price of $0.0007 net of the 15%
discount offered to employees under the ESIP program.

The Company conducted a private placement of its common shares during the nine
months ended September 30, 2004. The Company issued 353 shares of its common
stock and received cash proceeds of $158,600 under this private placement during
the nine months ended September 30, 2004. In the three months ended September
30, 2004, the Company rescinded 254 shares issued in this offering at a cost of
$127,484. The rescinded shares were returned and cancelled. The rescission was a
result of a decision by our management that the reverse split of the Company's
common stock was not in the best interests of the holders of the recently
purchased restricted common shares of our stock.

The Company grants shares of its common stock from time to time as consideration
for services rendered by employees and consultants.  During the three and nine
months ended September 30, 2004 the Company granted 223,850 and 225,065 shares
of common stock as consideration for services.  The shares were expensed at
their trading value of approximately $0.008.

The Company also issued 497 shares to two of its officers as consideration for
services during the nine month period ended September 30, 2004.  The shares were
expensed at their trading value of approximately $0.0035.

The Company also declared a reverse stock split of 100 shares to one effective
June 21, 2004.  Effective as of November 9, 2004, the Company declared another
reverse stock split of 1,000 shares to one, and has reduced its par value from
$0.001 per share to $0.00001 per share.  All stock numbers presented in the
financial statements have been retroactively restated to reflect both reverse
splits and the change in par value.


                                       14
<PAGE>
NOTE I -  PROPERTY

Property and equipment consisted of the following at September 30, 2004:

<TABLE>
<CAPTION>
<S>                                       <C>
          Building                        $1,401,242
          Office equipment                     5,943
                                          -----------
                   Total                   1,407,185
          Less: Accumulated depreciation     (10,058)
                                          -----------
          Property & equipment, net       $1,397,127
                                          ===========
</TABLE>

Assets are being depreciated from five to forty years using the straight line
method.

NOTE J - NOTES PAYABLE AND BANK LINE OF CREDIT

Notes payable and bank line of credit at September 30, 2004 are comprised of the
following:

<TABLE>
<CAPTION>
<S>                                                                            <C>
Note payable to lending institution, original balance of $980,000, interest
at 7.5% per annum.  Requires monthly principal and interest payments of
6,852 through 2034.  Collateralized by building.                              $  850,804

Convertible debentures payable to investor group, original balance of
325,000, interest at 8% per annum, interest payable quarterly.  Principal
and accrued interest are convertible at any time at the rate of 80% of the
average three lowest closing bid prices of the twenty trading days
immediately preceding the conversion, limited to a maximum of 4.99%
of the total outstanding common stock on the date conversion.  Principal
due July and August 2005.                                                         325,000

                                                                               -----------
             Total                                                              1,175,804

            Less current portion                                                 (334,147)

                                                                               -----------
             Total long-term portion                                           $  841,657
                                                                               ===========

     Future maturities of principal at September 30 are as follows:

        2005                                                                   $  334,147
        2006                                                                        9,858
        2007                                                                       10,623
        2008                                                                       10,848
        2009                                                                       11,448
        Thereafter                                                                464,733
                                                                               -----------

                 Total                                                         $  841,657
                                                                               ===========
</TABLE>

NOTE K -  DISCONTINUED OPERATIONS

As stated in Note A to the financial statements, the Company abandoned its pizza
restaurant operations during the three months ended September 30, 2004.  The
total loss incurred from operations was $43,777 on revenues of $17,656 and the
total loss from disposal of the business was $166,223.


                                       15
<PAGE>
NOTE L - SUBSEQUENT EVENTS

Subsequent to September 30, 2004, the Company authorized 100,000,000 shares of
preferred stock.  The preferred stock authorized is comprised of three series,
"A", "B" and "C".  Series A preferred stock has 10,000,000 shares available and
are convertible to shares of common stock at a ratio of 1,000 to one.  These
shares have voting rights attached.  On October 25, 2004, 9,000,000 shares of
Series "A" preferred stock were issued to two officers of the Company.  As a
result of the granting of their voting preferred shares, the two officers
effectively have approximately ninety nine percent voting control of the
Company.  Series "B" preferred stock has 50,000,000 shares available and are
convertible to shares of common stock at a ratio of 100 to one.  On August 29,
2004, 45,000,000 of these shares were subscribed by an outside entity.  On
August 25, 2004, the transaction and the shares were cancelled.  Series "C"
preferred stock has 30,000,000 shares available and are convertible to shares of
common stock at a ratio of 1,000 to one.  The remaining 10,000,000 authorized
preferred shares are undesignated.

NOTE M - REAL ESTATE PURCHASE AND SALE

During the nine months ended September 30, 2004, the Company acquired and sold
residential real estate in southern California.  The Company acquired the
property for approximately $378,000 and sold the same for approximately
$407,000, net of transaction costs.  Those amounts are included in cost of sales
and revenue respectively for the nine month period ended September 30, 2004.
The Company intends to acquire and sell real estate as part of its ongoing
operations.

NOTE N - NOTE RECEIVABLE

During the three and nine month periods ended September 30, 2004, the Company
advanced cash of approximately $85,000 and $239,000, respectively, to an entity
that provided financing for automobile purchases.  The Company's receivable is
in the form of multiple notes due through August 2005.  The notes bear interest
at 12% per annum and are payable in monthly installments of principal and
interest.  The notes are collateralized by the underlying automobile financing
agreements of the third party.  The Company has committed up to $1,000,000 in
financing to the third party if such funds are available within the Company.


                         *    *    *    *    *    *    *


                                       16
<PAGE>
              ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

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  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS

     The  periods  prior  to  2004 represent operations while in the development
stage  of  the  Company. The Company's prior management had attempted and failed
with their business Plans during the development phase. New management took over
and  implemented  the  current  business  plan.  2004  is  the first year of not
operating  as a development stage company. The Company has operated for one year
under  the  current  business  plan  and  has  successfully grown the assets and
revenue  of  the  Company.

     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  and

          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;  and

          c.   Offering  various  types of financial instruments, including, but
               limited  to  notes,  deeds of trust and other corporate financing
               mechanisms.

     During the third quarter of 2004, we have made significant progress in both
divisions.  In  the  quarter,  the  Financial Services Division accomplished the
following:

     1.   The  Palomar  Group  Real  Estate  Sales  and Client Services division
          currently  contracts  a  number of real estate agents and has seen the
          most  productive  quarter  in  the  Company's  history. We changed our


                                       14
<PAGE>
          business  in  July  of 2003, and as such, year-to-year comparisons are
          not  a  good  indication  of  our  performance.

     2.   The  Palomar Group Lending & Home Loans had another productive quarter
          in  its  mortgage  and home loan originations business. In combination
          with  our  real  estate  sales and client services division, aggregate
          real  estate  operations  provided the majority of our revenues in the
          three  months  ended  September  30,  2004.

     3.   The Palomar Group Property Acquisition and Development group is tasked
          with  locating  and acquiring revenue generating properties.

          a.   During  the  first  quarter of 2004, the first property, a single
               family  residence  in  Carlsbad,  California  was secured. In the
               second  quarter,  we sold this property. We intend to continue to
               acquire  and  sell real estate as part of our ongoing operations.

          b.   The  Property Acquisition and Development group also exercised an
               option  to  purchase, and subsequently completed the purchase, of
               an  office  facility  located at 2585 Pio Pico Drive in Carlsbad,
               California.  The  office was purchased for a price of $1,400,000.
               Renovation  was  conducted and completed on this building and the
               offices  are  fully  operational. Our entire real estate and home
               loan  divisions  occupy the lower section of the office building.
               The  office  provides  Palomar  with a full service real estate &
               home  loan  origination  facility that will continue to serve our
               company,  our  employees  and client base for many years to come.

     4.   We  have created and reworked our website at www.palomar-financial.com
          to  serve as the hub of our real estate efforts. We have also mirrored
          our  site  at  www.thepalomargroup.com.

     During the quarter ended September 30, 2004, the Corporate Finance Division
operated  as  follows:

     1.   In  May  2004,  we  completed  construction and opened the Prize Pizza
          location  in  Tempe, Arizona. Although limited revenues were generated
          from  this  location,  the  facility was not profitable. On August 20,
          2004,  we terminated all Prize Pizza operations and the Tempe, Arizona
          location  has  been  closed  permanently. The total loss incurred from
          operations  was $43,777 on revenues of $17,656 and the total loss from
          disposal  of  the business was $166,223. Prize Pizza's operations were
          terminated  because  our board of directors has mandated that we focus
          our  entire resources on our core business of real estate development,
          real  estate  acquisitions,  real estate sales, real estate home loans
          and  mortgages  and  other  related  financial  matters.

     2.   As a result of the winding up of all Prize Pizza operations, our Joint
          Venture  with  K  & S Family Entertainment to introduce Prize Pizza in
          New  Mexico  has  also  been  terminated.

     3.   During the prior quarter, we implemented a program to purchase secured
          auto  notes  with  Price  Right  Auto  Group in Fenton, Michigan. This
          agreement grants us the right to purchase, on a funds available basis,
          up to $1,000,000 worth of secured auto contracts from Price Right Auto
          Group.  During  the  three  and nine month periods ended September 30,
          2004,  we  advanced  cash  of  approximately  $85,000  and  $239,000,
          respectively, to Price Right Auto Group. Our receivable is in the form
          of  multiple notes due through August 2005. The notes bear interest at
          12% per annum and are payable in monthly installments of principal and
          interest.  The  notes  are collateralized by the underlying automobile
          financing  agreements  of  the  third  party.

     In  the three months ended September 30, 2004, we generated an aggregate of
$126,829  in revenues from our operations compared to limited revenues of $1,352
during  the three month period ended September 30, 2003.  During the nine months
ended  September  30,  2004,  we  generated  $653,797 in revenues as compared to
$1,532  during  the  year  ago  period.


                                       15
<PAGE>
     During the three months ended September 30, 2004 and 2003, we did not incur
any  cost  of  goods sold. This resulted in gross profits of $126,829 and $1,352
for  the  periods quarters ended September 30, 2004 and 2003, respectively. Cost
of  goods  sold  during  the  nine  month  period  ended  September 30, 2004 was
$401,975,  resulting in a gross profit of $251,822 for that period. For the nine
months ended September 30, 2003, we incurred cost of goods sold in the amount of
$39.  Resultantly,  gross profit during the nine months ended September 30, 2003
was  $1,493.

     The  total operating expenses for the three months ended September 30, 2004
were  approximately  $1,016,257  consisting  primarily  of consulting, legal and
professional  fees  aggregating  $646,030.  Payroll  expenses  were $279,745 and
general  and  administrative expenses totaled $77,990, while facilities and rent
contributed  $12,492  to  our expenses. Our management believes that these costs
will  be  recurring and there is nothing to suggest any substantial reduction or
increase  for  the  foreseeable future. In comparison, during the year ago three
month period ended September 30, 2003, total operating expenses were $4,460,071,
consisting  primarily  of  consulting,  legal  and professional fees aggregating
$4,285,452;  general  and  administrative costs of $121,912, payroll expenses of
$48,200  and  facilities  and  rent  of  $4,507.

     In  the  nine  months ended September 30, 2004, we incurred total operating
expenses  of  $3,147,692,  consisting  significantly  of  consulting,  legal and
professional  fees of $2,308,356. Payroll and related costs contributed $614,059
to  total  expenses,  while general and administrative expenses totaled $183,907
and $41,370 went toward facilities and rent expense. Our expenditures during the
nine  months  ended  September  30,  2003 were $4,890,500. Consulting, legal and
professional  fees  contributed  $4,424,348  to  our  operating  expenses, while
general  and  administrative  expenses added $276,747. Payroll and related costs
were  an  additional  $176,737  and  facilities  and rent expense added $12,668.

     In  the  three  months ended September 30, 2004, we experienced a loss from
operations  of  approximately  $889,428,  as  compared  to loss of approximately
$4,458,719  for  the  quarter ended September 30, 2003. In the nine months ended
September  30,  2004  our loss from operations was $2,895,870, while in the same
nine  month  period  during  2003  our  loss from operations totaled $4,889,007.

     During both the three months ended September 30, 2004 and nine months ended
September  30,  2004,  we  recorded  interest  expense  of  $22,310 and $33,577,
respectively.  We  did  not  incur  any  interest  expense  in  2003.

     Additionally, during the three months ended September 30, 2004, we recorded
a  one-time  loss  on  our  disposal of discontinued operations related to Prize
Pizza  in  the  amount of $166,223. During the nine month period ended September
30,  2004, we also recorded a loss from discontinued operations in the amount of
$43,777.

     Resultantly, our net loss aggregated to $1,077,961 during the third quarter
of  2004,  compared  to  a  net  loss of $4,458,719 during the year ago quarter.
Through  the  nine months ended September 30, 2004, we experienced a net loss of
$3,139,447. In contrast, our net loss during the nine months ended September 30,
2003  was  $4,889,007.  We  expect  to  continue  to experience net losses going
forward  in  the  foreseeable  future.

LIQUIDITY AND CAPITAL RESOURCES

     At  September  30,  2004,  our  current assets of $621,665 exceeded current
liabilities  in  the  amount of $357,438.  We generated a cash flow deficit from
continuing  operations  of  $1,579,455  for  the nine months ended September 30,
2004.  Cash  flow  deficits  from operating activities for the nine months ended
September  30, 2004 is primarily attributable to our net loss from operations of
$3,139,447  adjusted  primarily  for  common  stock  issued  to  consultants and
employees  for  services  of  $1,149,138.

     During  the nine months ended September 30, 2004, we had a net cash outflow
of  $616,622  for  investing  activities.  These  funds  were  used primarily to
purchase  property  and equipment aggregating $427,185 and the purchase of notes
receivable  in  the  amount  of  $238,711  during  that  nine  month  period.


                                       16
<PAGE>
     Cash  flows  provided from financing activities was $2,487,910 for the nine
months  ended  September  30,  2004. This was mainly from proceeds received from
officers  and  employees  for  stock options exercised during this period in the
amount  of  $2,419,590.  All  proceeds  were  used  for  working  capital.

     As  discussed  by  our  accountants  in  the  audited  financial statements
included in Item 7 of our Annual Report on Form 10-KSB, our revenue is currently
insufficient  to  cover  our  costs  and  expenses.  We  anticipate  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.

     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.

     By adjusting our operations and development to the level of capitalization,
we  believe  we  have  sufficient  capital resources to meet projected cash flow
deficits  through  the  next  12  months.  However,  if  thereafter  we  are not
successful  in  generating  sufficient  liquidity  from operations or in raising
sufficient  capital  resources,  on  terms  acceptable  to  us, there could be a
material  adverse  effect  on our business, results of operations, liquidity and
financial  condition.

     We  will  continue  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.

     Our  independent  certified  public accountants have stated in their report
included  in  our December 31, 2003 Form 10-KSB, that we have incurred operating
losses  in  the  last  two  years, and that we are dependent upon our ability to
develop  profitable operations. These factors among others may raise substantial
doubt  about  our  ability  to  continue  as  a  going  concern.

OFF-BALANCE  SHEET  ARRANGEMENTS

     We  do  not  have  any  off-balance  sheet  arrangements.

PLAN  OF  OPERATION

     Our  plans  through  fiscal  year  2004  include:

     1.   Increase  revenues  and  market  share for our real estate & home loan
          groups.

     2.   Continue  to  acquire  assets and revenue generating properties and to
          secure  the  revenue  and  long-term  appreciation from these efforts.

     3.   Expand  our  corporate  finance  division.

     4.   Continue  to  purchase  secured  auto  contracts.


                         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.


                                       17
<PAGE>
     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.

     As  of  the  date  of  this  report,  we  are  not  involved  in  any legal
proceedings.


ITEM  2.  CHANGES  IN  SECURITIES

     We  declared  a reverse stock split of 100 shares to one in the nine months
ended September 30, 2004. Effective as of November 5, 2004, we declared a second
reverse  stock  split  of  1,000  shares  to one, and reduced our par value from
$0.001  per  share  to  $0.0001  per  share.  All stock numbers presented in the
financial  statements  have  been retroactively restated to reflect both reverse
splits  and  the  change  in  par  value.

     Subsequent  to  September  30,  2004,  we  authorized 100,000,000 shares of
preferred  stock.  The  preferred stock authorized is comprised of three series,
"A,"  "B"  and "C". 10,000,000 shares have been designated as Series A preferred
stock  Shares  of  the  Series  "A" preferred stock are convertible to shares of
common  stock  at  a  ratio  of  1,000  to  one. These shares have voting rights
attached.  On  October  25, 2004, 9,000,000 shares of Series "A" preferred stock
were  issued to two of our officers. As a result of the granting of their voting
preferred  shares,  the  two  officers effectively have approximately 90% of our
voting  control.  50,000,000 shares have been designated as Series "B" preferred
stock.  Shares  of  the  Series "B" preferred stock are convertible to shares of
common  stock  at a ratio of 100 to one. On August 29, 2004, 45,000,000 of these
shares were subscribed by an outside entity. On August 25, 2004, the transaction
and  the shares were cancelled. 30,000,000 shares have been designated as Series
"C"  preferred stock Shares of the Series "C" preferred stock are convertible to
shares  of  common  stock  at  a ratio of 1,000 to one. The remaining 10,000,000
authorized  preferred  shares  are  undesignated.


                                       18
<PAGE>
ITEM 3.  DEFAULTS  UPON  SENIOR  SECURITIES.

         None.

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

         None.

ITEM 5.  OTHER  INFORMATION

     On October 7, 2004, we entered into an asset purchase agreement with Market
Share Recovery, Inc., a Delaware corporation.  This transaction has subsequently
been  cancelled  at  the  request  of  Market  Share  Discovery.

     We engaged a new transfer agent. We now utilize the services of Continental
Stock  Transfer  &  Trust  Company, located in, New York, New York. We ended our
relationship  with  our former transfer agent, Signature Stock Transfer, located
in  Plano,  Texas. There are no outstanding obligations with our former transfer
agent.


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

(a)    Exhibits.

   EXHIBIT NO.                  IDENTIFICATION OF EXHIBIT
   -----------                  -------------------------

      3.1**    Articles  of  Incorporation.
      3.2**    Certificate  of  Designation  for  the Series B Preferred Stock
               filed  with  Secretary  of  State  of  Nevada  on  April 2, 2004.
      3.3**    Certificate of Amendment to the Articles of Incorporation filed
               with  Secretary  of  State  of  Nevada  on  June  3,  2004.
      3.4**    Certificate of Amendment to the Articles of Incorporation filed
               with  Secretary  of  State  of  Nevada  on  June  15,  2004
      3.5*     Certificate  of  Amendment  to the Certificate of Designation for
               the  Series  B  Preferred  Stock filed with Secretary of State of
               Nevada  on  August  26,  2004
      3.6*     Certificate of Designation for the Series C Preferred Stock filed
               with  Secretary  of  State  of  Nevada  on  September  29,  2004,
      3.7*     Certificate of Designation for the Series A Preferred Stock filed
               with  Secretary  of  State  of  Nevada  on  September  29,  2004,
      3.8*     Certificate  of  Correction  to  the Articles of Amendment to the
               Articles of Incorporation filed with Secretary of State of Nevada
               on  September  29,  2004.
      3.9**    Bylaws.
      10.1*    master purchase Agreement with Price Right Auto Group
      31.1*    Certification  of  Steve  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 Steve 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
__________
*   Filed herewith.
**  Previously filed.

(b)  Reports on Form 8-K.

     Form  8-K  filed  on  August  12,  2004  to report acquisition of an office
complex  located  in  Carlsbad,  California.

     Form  8-K  filed  on August 27, 2004 to report termination of operations of
Prize  Pizza.

                                   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: March 10, 2005
                                    ----------------------------


                                       19
<PAGE>