U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



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

     For the fiscal year ended January 31, 2005
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                                   000-50968
                                   ---------
                               Commission File No.

                           PHILADELPHIA MORTGAGE CORP.
                           ---------------------------
                 (Name of Small Business Issuer in its Charter)

           NEVADA                                            20-1667449
           ------                                            ----------
(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)


                            2059 E. ROYAL HARVEST WAY
                           Salt Lake City, Utah 84121
                           --------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 557-9470


                              None; Not Applicable.
                              ---------------------
          (Former Name or Former Address, if changed since last Report)



Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par value
                                                               common stock


     Check  whether the  Company  (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 Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


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

     State the Company's  revenues for its most recent fiscal year:  January 31,
2005 - $0.

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     March 31, 2005 - $127.  There are  approximately  127,358  shares of common
voting stock of the Company not held by  affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past three years, the
Company has  arbitrarily  valued  these shares at par value of $0.001 per share.
See Part II,  Item 5 of this  Annual  Report for  historical  quotations  of the
Company's common stock.


                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

     None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Company's classes of
common equity, as of the latest practicable date:

                                  April 18, 2005
                                    274,193

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Part
III, Item 13 of this Annual Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---


                                     PART I

Item 1.  Description of Business.
---------------------------------

Business Development.
---------------------

     Organization and Charter Amendments.
     ------------------------------------

     Philadelphia  Mortgage Corp. (the "Company," "we," "our," "us," or words of
similar import) was formerly  Philadelphia Mortgage Trust, Inc., a Massachusetts
Real Estate Investment Trust ("Trust").  The Trust was established in October of
1972, for the purpose of investing in real estate related  assets.  In 1983, the
Trust entered Chapter 11 bankruptcy and did not come out until 1991. The Company
continued as a business  trust  through  1998 when it disposed of all  remaining
assets. In November of 1999, the Trust created a wholly-owned corporation called
Philadelphia  Mortgage  Corp., a Nevada  corporation.  On February 26, 2001, the
Trust  merged  with the Nevada  corporation,  the  survivor  being  Philadelphia
Mortgage  Corp. Our Company is now in the  development  stage as it searches for
new business opportunities. We then had an authorized capital of $50,000 divided
into 50,000,000  shares of common stock of a par value of $0.001 per share.  Our
Company  was formed for the  primary  purpose of  engaging in any and all lawful
business.

     On July 1, 2004,  pursuant to a Joint  Consent of  Directors  and  Majority
Stockholders,  acting  pursuant  to  Sections  78.315  and  78.320 of the Nevada
Revised  Statutes,  we resolved (1) to effect a reverse split of our outstanding
common  stock on a basis of 1 for 3,  while  retaining  the  current  $0.001 par
value, with appropriate  adjustments to the capital accounts of our Company; and
(2) the Board of  Directors  was  authorized  to change the name of our  Company
without  stockholder  approval to conform with any business or industry that the
Board of Directors determines that we should engage in or conforms with the name
or names of any properties or businesses acquired by us. All computations herein
take into account of this reverse split.

Business Development Subsequent to January 31, 2005.
-----------------------------------------------------

     On March 2, 2005, the Company announced the execution of a Letter of Intent
to   acquire   Thunderball   Entertainment   Inc.,   a   Minnesota   corporation
(Thunderball),  in exchange  for  8,000,000  shares of its common  stock that is
comprised of "restricted securities" under Rule 144.

     In the  event  the  acquisition  of  Thunderball  is  completed,  then  the
operations  of the Company  will  become  those of  Thunderball.  Closing of the
definitive agreement is subject to certain requirements  including completion of
final documentation,  due diligence and other customary  preclosing  conditions.
Thunderball  is  a  development  stage  company  that  intends  to  develop  and
distribute  products in the redemption  game market.  The redemption game market
allows patrons to play games,  receive  "tickets" for playing the games and then
redeem the tickets for prizes. The tickets utilized for these games include, for
example,  gift  certificates,  phone cards, gas cards, etc. These types of games
are usually  placed in bars and  restaurants.  There is no  assurance  that this
transaction  will be completed,  see the Company's 8-K Current Report,  as filed
with the  Securities  and  Exchange  Commission  on March 2, 2005,  and which is
incorporated herein by reference. See Part III, Item 13.

Business.
---------

     Other  than  the   above-referenced   matters   related  to  the  potential
acquisition  of  Thunderball  and seeking and  investigating  potential  assets,
property  or  businesses  to acquire,  the Company has had no material  business
operations since its bankruptcy proceedings ended in 1991. The Company may begin
the search for the acquisition of assets,  property or business that may benefit
the Company and its stockholders, once the Board of Directors sets guidelines of
industries in which the Company may have an interest.

Risk Factors.
-------------

     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven  venture,  and will include those types of risk factors outlined below.

     Extremely Limited Assets;  No Source of Revenue.  The Company has virtually
no  assets  and has had no  revenue  for over the past ten  years or to the date
hereof.  Nor will the  Company  receive  any  revenues  until  it  completes  an
acquisition,  reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired  business will produce any material  revenues for
the Company or its  stockholders  or that any such  business  will  operate on a
profitable  basis.  Although  management  intends to apply any  proceeds  it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.

     Absence of Substantive Disclosure Relating to Prospective Acquisitions. For
information relating to the proposed acquisition of Thunderball, please see Part
I, Item 1, Business Development.  For additional information,  see the Company's
8-K Current  Report,  as filed with the  Securities  and Exchange  Commission on
March 2, 2005, and which is incorporated herein by reference. See part III, Item
13. Other than the  aforementioned,  the Company has not  identified  any asset,
property or business to acquire. Because the Company has not yet consummated the
acquisition  of any assets,  property or  business,  potential  investors in the
Company have very limited substantive  information upon which to base a decision
whether to invest in the  Company.  Potential  investors  would  have  access to
significantly   more  information  if  the  Company  had  already  completed  an
acquisition or if the acquisition  target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.

     Unspecified  Industry and Acquired  Business;  Unascertainable  Risks.  For
information relating to the proposed acquisition of Thunderball, please see Part
I, Item 1, Business Development.  For additional information,  see the Company's
8-K Current  Report,  as filed with the  Securities  and Exchange  Commission on
March 2, 2005, and which is incorporated herein by reference. See part III, Item
13. Other than the aforementioned, the Company has not identified any particular
industry  or  business  in  which  to  concentrate  its   acquisition   efforts.
Accordingly, prospective investors currently have virtually no basis to evaluate
the  comparative  risks and merits of  investing  in the industry or business in
which the  Company  may  acquire.  To the extent  that the Company may acquire a
business  in a high risk  industry,  the Company  will  become  subject to those
risks.  Similarly,  if the Company acquires a financially unstable business or a
business  that is in the early  stages of  development,  the Company will become
subject to the numerous  risks to which such  businesses  are subject.  Although
management  intends to consider the risks  inherent in any industry and business
in  which  it may  become  involved,  there  can be no  assurance  that  it will
correctly assess such risks.

     Uncertain  Structure  of  Acquisition.  For  information  relating  to  the
proposed  acquisition  of  Thunderball,  please  see  Part I,  Item 1,  Business
Development.  For additional information,  see the Company's 8-K Current Report,
as filed with the Securities and Exchange Commission on March 2, 2005, and which
is  incorporated  herein by  reference.  See part III,  Item 13.  Other than the
aforementioned,  management  has  had  no  preliminary  contact  or  discussions
regarding,  and there are no present plans, proposals or arrangements to acquire
any specific assets,  property or business.  Accordingly,  it is unclear whether
such an  acquisition  would take the form of an  exchange  of capital  stock,  a
merger or an asset acquisition.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     There has been no  "established  public  market" for the  Company's  common
stock during the last five years.  See Market for Common Stock Part II Item 5 of
this  Annual  Report.  At  such  time  as the  Company  completes  a  merger  or
acquisition  transaction,  if at all, it may attempt to qualify for quotation on
either NASDAQ or a national  securities  exchange.  However, at least initially,
any trading in its common stock will most likely be conducted on the  Pinksheets
under the symbol "PMCP".  Section 15(g) of the Securities  Exchange Act of 1934,
as amended, and Reg. Section 240.15g-2 of the Securities and Exchange Commission
require  broker-dealers  dealing in penny stocks to provide potential  investors
with a document  disclosing  the risks of penny  stocks and to obtain a manually
signed  and  dated  written  receipt  of  the  document  before   effecting  any
transaction in a penny stock for the investor's account.  Potential investors in
the  Company's  common  stock  are  urged to  obtain  and read  such  disclosure
carefully  before  purchasing  any shares  that are deemed to be "penny  stock."
Moreover,  Reg.  Section  240.15g-9 of the  Securities  and Exchange  Commission
requires  broker-dealers  in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

Principal Products or Services and their Markets.
-------------------------------------------------

     None; Not applicable.  However, in the event the acquisition of Thunderball
is completed  then the  operations of Company will become those of  Thunderball.
Closing of the definitive agreement is subject to certain requirements including
completion of final documentation,  due diligence and other customary preclosing
conditions.  There is no assurance this transaction will be completed.  See Part
III,  Item 13,  Exhibits and Reports on Form 8-K whereby the  Company's  Current
Report on Form 8-K, as filed on 3/2/2005, is incorporated herein by reference.

Competition.
------------

     None; Not applicable.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

     None; Not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
----------------

     None; Not applicable.

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     None; Not applicable.

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than $25  million;  is a U.S. or  Canadian  issuer,  is not an
investment  company,  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer,  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding  securities  held by  non-affiliates)  of $25  million or more.  The
Company is deemed to be a "small business issuer."

     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities  Administrators  Association,  Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital markets.

Sarbanes-Oxley Act.
-------------------

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002 (the  "Sarbanes-Oxley  Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory  requirements on  publicly-held  companies and their insiders.
Many of these requirements will affect us. For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer
           and we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine  whether they comply with the  Sarbanes-Oxley  Act and the
new  regulations  promulgated  thereunder.  We  will  continue  to  monitor  our
compliance  with all future  regulations  that are adopted  under the  Sarbanes-
Oxley Act and will take whatever  actions are necessary to ensure that we are in
compliance.

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

     None; Not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; Not applicable.

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

     None; Not applicable.

Item 2.  Description of Property.
---------------------------------

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its President,  Quinton Hamilton, and are currently provided
at no cost.  Because the Company has had no business,  its activities  have been
limited  to  keeping  itself  in good  standing  in the State of  Nevada.  These
activities  have  consumed  an  insignificant   amount  of  management's   time;
accordingly.  The costs to Mr.  Hamilton of providing  the use of his office and
telephone have been minimal.

Item 3.  Legal Proceedings.
---------------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.

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

     On July 1, 2004,  pursuant to a Joint  Consent of  Directors  and  Majority
Stockholders,  acting  pursuant  to  Sections  78.315  and  78.320 of the Nevada
Revised  Statutes,  we resolved (1) to effect a reverse split of our outstanding
common  stock on a basis of 1 for 3,  while  retaining  the  current  $0.001 par
value, with appropriate  adjustments to the capital accounts of our Company; and
(2) the Board of  Directors  was  authorized  to change the name of our  Company
without  stockholder  approval to conform with any business or industry that the
Board of Directors determines that we should engage in or conforms with the name
or names of any properties or businesses acquired by us.

     Except as described  above no other  matter was  submitted to a vote of the
Company's  securities  holder,  whether through the  solicitation of proxies or
otherwise.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------

Equity Compensation Plans.
--------------------------

     The Company does not currently have nor does it intend on  implementing  an
Equity Compensation Plan.

Market Information.
-------------------

     The  Company's  common stock is listed on the  PINKSHEETS  under the symbol
"PMCP".  There is currently no established  "public market" for shares of common
stock of the Company.  Management  does not expect any public  market to develop
unless and until the Company  completes an acquisition or merger.  In any event,
no assurance  can be given that any market for the  Company's  common stock will
develop or be maintained.

     The following  trading  information was provided by the National  Quotation
Bureau as reported by the National  Association of Securities  Dealers Composite
Feed or other qualified interdealer quotation medium.

                             CLOSING BID                           CLOSING ASK
2002              HIGH                      LOW               HIGH           LOW

FEB.       1
THRU              .01                       .01               NONE          NONE
APR.      30

MAY        1
THRU              .01                       .01               NONE          NONE
JULY      31

AUG.       1
THRU              .01                       .01               NONE          NONE
OCT.      31

NOV.       1
THRU              .01                       .005              NONE          NONE
JAN.      31, 2003


                                      2003

FEB.       3
THRU              NONE                      NONE              NONE          NONE
APR.      30

MAY        1
THRU              NONE                      NONE              .10            .10
JULY      31

AUG.       1
THRU              NONE                      NONE              .10            .10
OCT.      31





                             CLOSING BID                          CLOSING ASK
2003              HIGH                      LOW               HIGH           LOW

NOV.       3
THRU              NONE                      NONE              .10            .10
JAN.     30, 2004


2004

FEB.       2
THRU              NONE                      NONE              .10            .10
APR.      30

MAY        3
THRU              NONE                      NONE              NONE          NONE
JULY      30

AUG.       2
THRU              .15                       .10               NONE          NONE
OCT.      29
( After a 1 for 3 reverse split )

NOV.       1
THRU              .15                       .15               NONE          NONE
JAN.      31, 2005


Holders.
--------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 167.

Purchasers of Equity  Securities  by the Small  Business  Issuer and  Affiliated
Purchasers.
-----------

     None; not applicable.

Dividends.
----------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

     None; There have been no sales of our securities in the past three years.


Item 6.  Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------

Plan of Operation.
------------------

     On March 2, 2005, the Company announced the execution of a Letter of Intent
to   acquire   Thunderball   Entertainment   Inc.,   a   Minnesota   corporation
(Thunderball),  in exchange  for  8,000,000  shares of its common  stock that is
comprised of "restricted securities" under Rule 144.

     In the  event  the  acquisition  of  Thunderball  is  completed,  then  the
operations  of the Company  will  become  those of  Thunderball.  Closing of the
definitive agreement is subject to certain requirements  including completion of
final documentation,  due diligence and other customary  preclosing  conditions.
Thunderball  is  a  development  stage  company  that  intends  to  develop  and
distribute  products in the redemption  game market.  The redemption game market
allows patrons to play games,  receive  "tickets" for playing the games and then
redeem the tickets for prizes. The tickets utilized for these games include, for
example,  gift  certificates,  phone cards, gas cards, etc. These types of games
are usually  placed in bars and  restaurants.  There is no  assurance  that this
transaction  will be completed,  see the Company's 8-K Current Report,  as filed
with the  Securities  and  Exchange  Commission  on March 2, 2005,  and which is
incorporated herein by reference. See Part III, Item 13.

     Other  than  the   above-referenced   matters   related  to  the  potential
acquisition  of  Thunderball  and seeking and  investigating  potential  assets,
property  or  businesses  to acquire,  the Company has had no material  business
operations since its bankruptcy proceedings ended in 1991. The Company may begin
the search for the acquisition of assets,  property or business that may benefit
the Company and its stockholders, once the Board of Directors sets guidelines of
industries in which the Company may have an interest.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture.  As of  January  31,  2005,  it had no cash or  cash  equivalents.  If
additional funds are required during this period,  such funds may be advanced by
management or stockholders as loans to the Company.  Because the Company has not
identified  any such venture as of the date of this Report,  it is impossible to
predict  the amount of any such loan.  However,  any such loan should not exceed
$25,000  and will be on terms no less  favorable  to the  Company  than would be
available  from a commercial  lender in an arm's length  transaction.  As of the
date of this  Report,  the Company is not engaged in any  negotiations  with any
person regarding any such venture.
<PAGE>

Results of Operations.
----------------------

     Other than maintaining its good corporate  standing in the State of Nevada,
compromising  and  settling  its debts and  seeking the  acquisition  of assets,
properties or businesses that may benefit the Company and its stockholders,  the
Company has had no material business  operations in the two most recent calendar
years.

     At  January  31,  2005,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     The  Company  has  received  no  revenues  in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
----------

     The Company has no cash or cash  equivalents  on hand. If additional  funds
are required,  such funds may be advanced by management or stockholders as loans
to the  Company.  Because the  Company has not  identified  any  acquisition  or
venture, it is impossible to predict the amount of any such loan.

Item 7.  Financial Statements.
------------------------------

Report of Independent Registered Public Accounting Firm

Balance Sheet -- January 31, 2005

Statements of Operations for the years ended January 31, 2005 and 2004, and for
the period from reorganization [November 3, 1999] through January 31, 2005

Statements of Stockholders' Equity/(Deficit) for the period from reorganization
[November 3, 1999] through January 31, 2005

Statements of Cash Flows for years ended January 31, 2005 and 2004, and for the
period from reorganization [November 3, 1999] through January 31, 2005

Notes to Financial Statements


<PAGE>













                                   Philadelphia Mortgage Corp.
                                 [A Development Stage Company]
                    Report of Independent Registered Public Accounting Firm
                                              And
                                      Financial Statements
                                        January 31, 2005


<PAGE>
<TABLE>
<CAPTION>





                                  Philadelphia Mortgage Corp.
                                  [A Development Stage Company]
                                        TABLE OF CONTENTS


                                                                                                                               Page

<S>                                                                                                                              <C>
Report of Independent Registered Public Accounting Firm                                                                          1

Balance Sheet -- January 31, 2005                                                                                                2

Statements of Operations for the years ended January 31, 2005 and 2004, and for
the period from reorganization [November 3, 1999] through January 31, 2005                                                       3

Statements of Stockholders' Equity/(Deficit) for the period from reorganization
[November 3, 1999] through January 31, 2005                                                                                      4

Statements of Cash Flows for years ended January 31, 2005 and 2004, and for the
period from reorganization [November 3, 1999] through January 31, 2005                                                           5

Notes to Financial Statements                                                                                                   6-8

</TABLE>











<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Philadelphia Mortgage Corp. [a development stage company]

We have audited the accompanying balance sheet of Philadelphia Mortgage Corp. [a
development stage company] as of January 31, 2005, and the related statements of
operations,  stockholders' equity/(deficit),  and cash flows for the years ended
January 31, 2005 and 2004, and for the period from  reorganization  [November 3,
1999]  through   January  31,  2005.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting  Accordingly,  we express  no such  opinion.  An audit  also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Philadelphia Mortgage Corp. [a
development stage company] as of January 31, 2005, and the results of operations
and cash flows for the years ended January 31, 2005 and 2004, and for the period
from  reorganization  through  January 31, 2005, in conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has no current revenue generating activities
and no assets which raises  substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

Mantyla McReynolds

Salt Lake City, Utah
March 23, 2005

<PAGE>
<TABLE>
<CAPTION>


                                   Philadelphia Mortgage Corp.
                                  [A Development Stage Company]
                                          Balance Sheet
                                        January 31, 2005


                                             ASSETS

<S>                                                                       <C>
Assets:
  Current Assets:
                                                                          $         0
     Total Current Assets .............................................             0

                             Total Assets .............................   $         0
                                                                          ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

Liabilities:
  Current Liabilities:
  Accounts payable ....................................................   $       120
  Shareholder loan - Note 4 ...........................................        17,950
  Accrued Interest Payable ............................................         2,633
     Total Current Liabilities ........................................        20,703

                           Total Liabilities ..........................        20,703


Stockholders' Equity/(Deficit):
  Capital Stock -- 50,000,000 shares authorized having
  $.001 par value; 274,193 shares issued and
  outstanding - Note 5 ................................................           274
  Additional Paid-in Capital ..........................................     1,124,860
  Deficit accumulated prior to the development stage ..................    (1,125,134)
  Deficit accumulated during the development stage ....................       (20,703)
                                                                          -----------
                 Total Stockholders' Equity/(Deficit) .................       (20,703)
                                                                          -----------
         Total Liabilities and Stockholders' Equity/(Deficit) .........   $         0
                                                                          ===========

</TABLE>


                         See accompanying notes to financial statements

                                               2
<PAGE>
<TABLE>
<CAPTION>


                                   Philadelphia Mortgage Corp.
                                  [A Development Stage Company]
                                    Statements of Operations
                   For the Years ended January 31, 2005 and 2004 and for the
             Period from Reorganization [November 3, 1999] through January 31, 2005



                                                             Reorganization
                                                                 through
                                                               January 31,
                                         2005         2004         2005
                                      ---------    ---------    ---------
<S>                                   <C>          <C>          <C>
Revenues ..........................   $       0    $       0    $       0
Cost of Sales .....................           0            0            0
  Gross Profit ....................           0            0            0
  General & Administrative Expenses       6,001          346       18,070
                                      ---------    ---------    ---------
     Operating Loss ...............      (6,001)        (346)     (18,070)
Other Expenses:
  Interest Expense ................       1,450        1,183        2,633
                                      ---------    ---------    ---------
Net loss before income taxes ......      (7,451)      (1,529)     (20,703)
Provision for Income Taxes ........           0            0            0
                                      ---------    ---------    ---------
Net Loss ..........................   $  (7,451)   $  (1,529) $   (20,703)
                                      =========    =========    =========

Loss Per Share ....................   $   (0.03)   $   (0.01) $     (0.08)
                                      =========    =========    =========
Weighted Average Shares
Outstanding .......................     264,878      264,193      264,323
                                      =========    =========    =========



</TABLE>







                         See accompanying notes to financial statements.

                                                3

<PAGE>
<TABLE>
<CAPTION>



                                   Philadelphia Mortgage Corp.
                                  [A Development Stage Company]
                          Statements of Stockholders' Equity/(Deficit)
         For the Period from Reorganization [November 3, 1999] through January 31, 2005



                                                            Addit'l                               Net
                            Common          Common          Paid-in         Accumulated      Stockholders'
                            Shares           Stock          Capital           Deficit       Equity/(Deficit)
                          -----------     -----------     ------------     ------------     --------------

<S>                     <C>           <C>             <C>              <C>              <C>
Balance, November 3, 1999,
date of Reorganization              0 $            0  $              0 $             0  $               0

Outstanding stock of merged
Trust at reorganization of
Company
                              773,707             774        1,124,360      (1,125,134)                  0
Net loss for the period ended
January 31, 2000                                                                  (395)              (395)
                          -----------     -----------     ------------     ------------     --------------
Balance, January 31, 2000     773,707             774        1,124,360      (1,125,529)              (395)

Net loss for the period ended
January 31, 2001                                                                  (837)              (837)
                          -----------     -----------     ------------     ------------     --------------
Balance, January 31, 2001     773,707             774        1,124,360      (1,126,366)            (1,232)

Net loss for the period ended
January 31, 2002                                                               (10,281)           (10,281)
                          -----------     -----------     ------------     ------------     --------------
Balance, January 31, 2002     773,707             774        1,124,360      (1,136,647)           (11,513)

Net loss for the period ended
January 31, 2003                                                                  (210)              (210)
                          -----------     -----------     ------------     ------------     --------------
Balance, January 31, 2003     773,707             774        1,124,360      (1,136,857)           (11,723)

Net loss for the period ended
January 31, 2004                                                                (1,529)            (1,529)
                          -----------     -----------     ------------     ------------     --------------
Balance, January 31, 2004     773,707 $           774 $      1,124,360 $    (1,138,386) $         (13,252)

Reverse split 3 to 1         (509,514)           (510)             510                                   -

Shares issued to escrow        10,000              10             (10)                                   -

Net loss for the period ended
January 31, 2005                                                                (7,451)            (7,451)
                          -----------     -----------     ------------     ------------     --------------
Balance, January 31, 2005     274,193             274        1,124,860      (1,145,837)           (20,703)
                          ===========     ===========     ============     ============     ==============



</TABLE>





                 See accompanying notes to financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>


                                    Philadelphia Mortgage Corp.
                                   [A Development Stage Company]
                                     Statements of Cash Flows
                    For the Years Ended January 31, 2005 and 2004, and for the
              Period from Reorganization [November 3, 1999] through January 31, 2005



                                                                                           Reorganization
                                                       January 31,        January 31,     through January
                                                           2005              2004             31, 2005
                                                      --------------     ------------     ----------------
<S>                                               <C>                <C>               <C>
Cash Flows from Operating Activities
Net loss                                          $          (7,451) $        (1,529)  $          (20,703)
Adjustments to reconcile net loss to net cash provided by
operating activities:
    Increase in accounts payable                                 120                -                  120
    Increase in shareholder loan and accrued
    interest payable                                           7,331            1,529               20,583
       Net Cash from Operating Activities                          0                0                    0

Cash Flows from Investing Activities
       Net Cash from Investing Activities                          0                0                    0

Cash Flows from Financing Activities
       Net Cash from Financing Activities                          0                0                    0

Net Increase in Cash                                               0                0                    0
Beginning Cash Balance                                             0                0                    0
                                                      --------------     ------------     ----------------
Ending Cash Balance                               $                0   $            0   $                0
                                                      ==============     ============     ================

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest          $                0   $            0   $                0
  Cash paid during the year for income taxes                       0                0                    0




</TABLE>









                          See accompanying notes to financial statements.

                                                 5

<PAGE>




                                    Philadelphia Mortgage Corp.
                                   [A Development Stage Company]
                                   Notes to Financial Statements
                                         January 31, 2005

NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               (a)    Organization

          Philadelphia  Mortgage  Corp.  ("Company")  was formerly  Philadelphia
          Mortgage Trust,  Inc., a Massachusetts  Real Estate  Investment  Trust
          ("Trust").  The Trust was  established  in  October  of 1972,  for the
          purpose of investing in real estate related assets.  In 1983 the Trust
          entered  Chapter 11  bankruptcy  and did not come out until 1991.  The
          Company continued as a business trust through 1998 when it disposed of
          all remaining  assets.  In November of 1999 the Trust created a wholly
          owned  corporation  called  Philadelphia   Mortgage  Corp.,  a  Nevada
          corporation  for  the  purpose  of  re-capitalizing  the  Company  and
          changing its domicile. On February 26, 2001, the business trust merged
          with the Nevada corporation,  the survivor being Philadelphia Mortgage
          Corp. The Company is now in the  development  stage as it searches for
          new business opportunities.

          The  financial  statements  of  the  Company  have  been  prepared  in
          accordance with U.S. generally  accepted  accounting  principles.  The
          following summarizes the more significant of such policies:

               (b)    Income Taxes

          The  Company   applies  the   provisions  of  Statement  of  Financial
          Accounting  Standards No. 109 [the  Statement],  Accounting for Income
          Taxes.  The  Statement  requires an asset and  liability  approach for
          financial   accounting  and  reporting  for  income  taxes,   and  the
          recognition of deferred tax assets and  liabilities  for the temporary
          differences between the financial reporting basis and tax basis of the
          Company's  assets and  liabilities at enacted tax rates expected to be
          in effect when such amounts are realized or settled.

               (c)    Statement of Cash Flows

          For purposes of the  statements of cash flows,  the Company  considers
          cash on deposit  in the bank to be cash.  The  Company  had $0 cash at
          January 31, 2005.

               (d)    Use of Estimates in Preparation of Financial Statements

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

               (e)    Property and Equipment

          The Company  records  property and equipment at cost.  Depreciation is
          computed principally by use of the straight line method.  Expenditures
          for maintenance and repairs are charged to expense as incurred.  As of
          January 31, 2005, the Company has no property or equipment.


                                                 6
<PAGE>

                                    Philadelphia Mortgage Corp.
                                   [A Development Stage Company]
                                   Notes to Financial Statements
                                         January 31, 2005
                                            [Continued]


NOTE 2         LIQUIDITY/GOING CONCERN

          The  Company  has   accumulated  a  deficit  of  $20,703   during  the
          development  stage,  currently has no assets,  has reported no revenue
          for the period ended January 31, 2005,  and has no  operations.  These
          factors  raise  substantial  doubt  about  the  Company's  ability  to
          continue as a going concern.

          Management  plans  include  a  continued  effort to  develop  business
          opportunities  or to find a well  capitalized  merger  candidate.  The
          financial  statements do not include any adjustments that might result
          from the outcome of this uncertainty.

NOTE 3         INCOME TAXES

          The  Company   applies  the   provisions  of  Statement  of  Financial
          Accounting  Standards No. 109 [the  Statement],  Accounting for Income
          Taxes.  No provision  has been made for income taxes in the  financial
          statements  because the Company has had no  operations or income since
          reorganization.  Loss carry  forward  amounts  expire at various times
          through 2024.

          The tax effects of temporary differences that give rise to significant
          portions of the  deferred tax asset at January 31, 2005 have no impact
          on the  financial  position of the Company.  A valuation  allowance is
          provided  when it is more  likely  than not that some  portion  of the
          deferred tax asset will not be realized.

           Description                 Balance            Tax             Rate
---------------------------------   -------------   ---------------    ---------
Net operating loss                        $20,703            $3,105       15%
 Valuation allowance                                        (3,105)
                                                    ---------------
     Deferred tax asset 1/31/2005                                 0

          The valuation allowance has increased $1,117 from $1,988 as of January
          31, 2004.

NOTE 4         RELATED-PARTY TRANSACTIONS

          During the periods ended January 31, 2005 and 2004, a shareholder paid
          expenses  on behalf of the  Company of $5,881 and $346,  respectively.
          The  Company  has  recorded  a  liability  as of January  31,  2005 of
          $20,853, of which $2,633 is accrued interest. This loan bears interest
          at 10%,  is  unsecured  and is payable on demand.  The  Company  began
          accruing interest on the loan in February 2003.


                                                 7
<PAGE>

                                    Philadelphia Mortgage Corp.
                                   [A Development Stage Company]
                                   Notes to Financial Statements
                                         January 31, 2005
                                            [Continued]

NOTE 5         COMMON STOCK

          As referenced in Note 1, the Company is the surviving entity of a Plan
          of Merger wherein the former Real Estate  Investment  Trust was merged
          with and into its wholly  owned  subsidiary  for the purpose of making
          the  Company  a  corporation  domiciled  in the state of  Nevada.  The
          Company retained the Trust's authorized 50,000,000 common shares, with
          773,707  issued and  outstanding  on the merger date. The par value of
          the Company is $.001.

          On July 31, 2004 the Company  reverse split it common stock on a basis
          of 3 to 1 rounding to the nearest whole share. After the reverse split
          there were 264,193 shares outstanding.

          On January  6, 2005 the  Company  authorized  the  issuance  of 10,000
          shares to be issued in the name of  Philadelphia  Mortgage  Corp.  and
          such  shares  are held at the  Company's  transfer  agent to allow for
          shareholder of record discrepancies.  Subsequent to the issuance there
          are 274,193 shares currently outstanding.

NOTE 6         SUBSEQUENT EVENT'S

          On March 2, 2005, the Company announced the execution of a Letter
          of Intent to  acquire  Thunderball  Entertainment  Inc.,  a  Minnesota
          corporation  (Thunderball),  in exchange for  8,000,000  shares of its
          common stock that is comprised of "restricted  securities"  under Rule
          144.

     In the  event  the  acquisition  of  Thunderball  is  completed,  then  the
operations  of the Company  will  become  those of  Thunderball.  Closing of the
definitive agreement is subject to certain requirements  including completion of
final documentation,  due diligence and other customary  preclosing  conditions.
Thunderball  is  a  development  stage  company  that  intends  to  develop  and
distribute  products in the redemption  game market.  The redemption game market
allows patrons to play games,  receive  "tickets" for playing the games and then
redeem the tickets for prizes. The tickets utilized for these games include, for
example,  gift  certificates,  phone cards, gas cards, etc. These types of games
are usually  placed in bars and  restaurants.  There is no  assurance  that this
transaction will be completed.

          On March 10, 2005  Donald R. Sarp  resigned as a director of the
          Company.  There were no disagreements between Mr. Sarp and the Company
          at the time of his resignation.

                                                 8
<PAGE>

Item 8(a)  Controls and Procedures.
-----------------------------------

     As of the end of the period covered by this Annual  Report,  we carried out
an evaluation, under the supervision and with the participation of our President
and  Secretary/Treasurer,  of the  effectiveness of our disclosure  controls and
procedures.  Based upon this evaluation,  our President and  Secretary/Treasurer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  required to be included in our periodic
Securities and Exchange  Commission  reports. It should be noted that the design
of any system of controls is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions,
regardless of how remote.  In addition,  we reviewed our internal  controls over
financial reporting,  and there have been no changes in our internal controls or
in other factors in the last fiscal quarter that has  materially  affected or is
reasonably  likely to  materially  affect our internal  control  over  financial
reporting.

Item 8(b).  Other Information.
------------------------------

     On March 2, 2005, subsequent to the date of this Annual Report, the Company
announced  the   execution  of  a  Letter  of  Intent  to  acquire   Thunderball
Entertainment  Inc.,  a Minnesota  corporation  (Thunderball),  in exchange  for
8,000,000   shares  of  its  common  stock  that  is  comprised  of  "restricted
securities" under Rule 144.

     In the  event  the  acquisition  of  Thunderball  is  completed,  then  the
operations  of the Company  will  become  those of  Thunderball.  Closing of the
definitive agreement is subject to certain requirements  including completion of
final documentation,  due diligence and other customary  preclosing  conditions.
Thunderball  is  a  development  stage  company  that  intends  to  develop  and
distribute  products in the redemption  game market.  The redemption game market
allows patrons to play games,  receive  "tickets" for playing the games and then
redeem the tickets for prizes. The tickets utilized for these games include, for
example,  gift  certificates,  phone cards, gas cards, etc. These types of games
are usually  placed in bars and  restaurants.  There is no  assurance  that this
transaction  will be completed,  see the Company's 8-K Current Report,  as filed
with the  Securities  and  Exchange  Commission  on March 2, 2005,  and which is
incorporated herein by reference. See Part III, Item 13.

     On March 10, 2005,  subsequent to the period covered by this Annual Report,
Donald  R.  Sarp  resigned  as  a  director  of  the  Company.   There  were  no
disagreements  between Mr. Sarp and the Company at the time of his  resignation.
For additional information,  please see the  Company's 8-K Current Report, as
filed with the Securities and Exchange Commission on March 15, 2005 and which is
incorporated herein by reference. See Part III, Item 13.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers.
---------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
Quinton Hamilton      President,      07/04          *
                      Director

Jeff Keith            Vice President, 07/04          *
                      Director

Shane Kirk            Secretary/      07/04          *
                      Treasurer,
                      Director

Donald R. Sarp        Director        12/99       3/10/05

Donald R. Sarp        President       12/99       6/01/04

Travis T. Jenson      Vice President, 11/99       6/28/04
                      Director

Thomas J. Howells     Secretary/      12/99       6/28/04
                      Treasurer,
                      Director


</TABLE>
     * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     Jeff  Keith,  Vice  President  and  director,  is 33 years old.  Mr.  Keith
graduated from the University of Utah in 1995 with a B.S. in Communications. Mr.
Keith worked as a Business  Manager for Acosta Sales and Marketing  from January
1998 to October  2000.  Mr. Keith is currently an Account  Executive  for Hormel
Foods Corporation.

     Shane Kirk,  Secretary  and director,  is 33 years old. Mr. Kirk  graduated
from the  University of Utah in 1995 with a B.A. in  Communications.  Currently,
Mr. Kirk is  attending  flight  school in Salt Lake City,  Utah,  working on his
commercial  pilots  license.  Mr. Kirk has been  employed by Catalina  Marketing
Corporation as a director of business development,  with Market Logic, Inc. as a
Manager  of  Manufacturer  Sales  and for A-1  International  Foods.

     Quinton  Hamilton,  President and director,  is 35 years old. Mr.  Hamilton
attended the  University  of Utah from 1990 to 1995,  at which time he graduated
with a B.A. Mr.  Hamilton worked as an account  representative/coordinator  with
the marketing  firm of Scopes,  Garcia and Carlisle,  located in Salt Lake City,
Utah, for two years ending in June 1997. Mr.  Hamilton has worked as a Marketing
Associate  for City  Search of Salt Lake City Utah,  as an  electronic  customer
relations  manager for Reynolds  and  Reynolds  and was  employed by Siebl,  the
worlds leading provider of customer relationship management software. Currently,
Mr.  Hamilton  is employed as the  director of sales and  marketing  at Software
Media.

Committees
----------

     There are no established committees.  The Company does not currently have a
financial expert serving on an audit committee as one does not currently exist.

Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

Family Relationships.
---------------------

     None; Not Applicable.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.

Code of Ethics.
---------------

     The  Company  is in the  process  of  adopting  a Code  of  Ethics  for our
executive  officers.  We expect to adopt such a Code of Ethics at our next Board
of Directors meeting.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

     Form's 3,  Statement  of  Beneficial  Ownership,  have been  filed with the
Securities  and  Exchange  Commission;  there  have  been no  changes  in  their
beneficial  ownership of shares of common stock of the Company  since the filing
of their Form's 3 on November 29, 2004.
<PAGE>

Item 10. Executive Compensation.
--------------------------------

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                        SUMMARY COMPENSATION TABLE
                                       Long Term Compensation
                 Annual Compensation     Awards          Payouts

(a)         (b)      (c)     (d)     (e)       (f)    (g)       (h)    (i)
                                                      Secur-
                                     Other            ities            All
Name and   Year or                   Annual   Rest-   Under-    LTIP   Other
Principal  Period   Salary  Bonus    Compen-  ricted  lying     Pay-   Comp-
Position   Ended     ($)    ($)      sat'n    Stock   Options   outs   ensat'n
------------------------------------------------------------------------------
<S>       <C>  <C>    <C>   <C>      <C>       <C>    <C>       <C>     <C>
Quinton   1/31/05     0     0        0         0      0         0       0
Hamilton  1/31/04     0     0        0         0      0         0       0
President,
Director

Jeff      1/31/05     0     0        0         0      0         0       0
Keith     1/31/04     0     0        0         0      0         0       0
Vice president,
Director

Shane     1/31/05     0     0        0         0      0         0       0
Kirk      1/31/04     0     0        0         0      0         0       0
Secretary,
Treasurer,
Director

Donald R. 1/31/05     0     0        0         0      0         0       0
Sarp      1/31/04     0     0        0         0      0         0       0
President,
Director

Travis T. 1/31/03     0     0        0         0      0         0       0
Jenson    1/31/02     0     0        0         0      0         0       0
Vice president,
Director

Thomas J. 1/31/03     0     0        0         0      0         0       0
Howells   1/31/02     0     0        0         0      0         0       0
Secretary,
Treasurer,
Director



</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards  were  issued or granted to the  Company's  management  during the fiscal
years ending  January 31, 2005,  2004, or 2003, or the period ending on the date
of this Report.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
<PAGE>

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of January 31, 2005, with the computations  being based upon 274,193 shares
of common stock being outstanding.
<TABLE>
<CAPTION>

                                        Number of Shares             Percentage
Name                                   Beneficially Owned           of Class (1)
----------------                        ------------------         -------------
<S>                                     <C>                       <C>
Gene Howard & Belva Howard                      50,168                  18.33%
C/O Howard Windows & Bufogle PC
15 W 6th Street Suite 1500
Tulsa, OK 74119

Jenson Services, Inc*                           50,000                  18.23%
4685 South Highland Drive, Suite 202
Salt Lake City, UT 84117

Donald R. Sarp                                  46,667                  17.0%
Profit Sharing Plan
1007 Linden Drive
Jeanette, PA 15644

                                         -----------------          ------------
TOTALS:                                         146,835                 53.56%


     * Duane Jenson is the owner of Jenson Services, Inc., and may be deemed the
beneficial owner of these shares due to his  relationship  with Jenson Services,
Inc.
</TABLE>

Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of 1/31/2005:

<TABLE>
<CAPTION>
                                             Number of             Percentage of
Name and Address                        Shares Beneficially Owned     of Class *
----------------                        -------------------------     --------
<S>                                          <C>                  <C>
Quinton Hamilton                                      -0-              -0-
2059 E. Royal Harvest Way, #21
Salt Lake City, Utah 84121

Jeff Keith                                            -0-              -0-
36250 Chittam Wood Place
Murrieta, CA 92562

Shane Kirk                                            -0-              -0-
1945 Westminster Avenue
Salt Lake City, Utah 84108


                                                  ----------         -------
TOTALS:                                               -0-              -0-

</TABLE>


Changes in Control.
-------------------

     On March 2, 2005, the Company announced the execution of a Letter of Intent
to   acquire   Thunderball   Entertainment   Inc.,   a   Minnesota   corporation
(Thunderball),  in exchange  for  8,000,000  shares of its common  stock that is
comprised of "restricted securities" under Rule 144.

     In the  event  the  acquisition  of  Thunderball  is  completed,  then  the
operations  of the Company  will  become  those of  Thunderball.  Closing of the
definitive agreement is subject to certain requirements  including completion of
final documentation,  due diligence and other customary  preclosing  conditions.
Thunderball  is  a  development  stage  company  that  intends  to  develop  and
distribute  products in the redemption  game market.  The redemption game market
allows patrons to play games,  receive  "tickets" for playing the games and then
redeem the tickets for prizes. The tickets utilized for these games include, for
example,  gift  certificates,  phone cards, gas cards, etc. These types of games
are usually  placed in bars and  restaurants.  There is no  assurance  that this
transaction  will be completed,  see the Company's 8-K Current Report,  as filed
with the  Securities  and  Exchange  Commission  on March 2, 2005,  and which is
incorporated herein by reference. See Part III, Item 13.

     Except as discussed  above,  to the knowledge of the Company's  management,
there are no present  arrangements or pledges of the Company's  securities which
may result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of "Unregistered" and "Restricted"  Securities Over the Past Three Years"
of Item I.
<PAGE>

Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

Reports on Form 8-K.
--------------------

        Form 8-K*, as filed March 2, 2005, regarding Letter of Intent;
                Item 7.01 Regulation FD
                Item 9.01 Exhibit; press release

        Form 8-K*, as filed March 15, 2005, regarding resignation of a director;
                Item 5.02 Departure of Director

     * These Current Reports on Form 8-K are hereby incorporated by reference.

Exhibits
--------

EX 31.1 Certification of Quinton Hamilton,  the Company's President,  pursuant
        to section 302 of the Sarbanes-Oxley Act of 2002

EX 31.2 Certification of Shane Kirk, the Company's Secretary, pursuant
        to section 302 of the Sarbanes-Oxley Act of 2002

EX 32   Certification  of Quinton Hamilton and Shane Kirk pursuant to
        section 906 of the Sarbanes-Oxley Act of 2002


Item 14.  Principal Accounting Fees and Services.
-------------------------------------------------

     The  Following  is a  summary  of the fees  billed  to the  Company  by its
principal accountants during the fiscal years ended January 31, 2005 and 2004:
<TABLE>
<S>                                          <C>             <C>

        Fee category                            2005            2004
        ------------                            ----            ----

        Audit fees                            $ 1,922         $     0

        Audited-related fees                  $ 1,381         $     0

        Tax fees                              $     0         $     0

        All other fees                        $     0         $     0
                                                -----           -----
        Total fees                            $ 3,303         $     0
</TABLE>

     Audit Fees.  Consists  of fees for  professional  services  rendered by our
principal accountants for the audit of the Company's annual financial statements
and review of the financial statements included in the Company's Forms 10-KSB or
services that are normally  provided by our principal  accountants in connection
with statutory and regulatory filings or engagements.

     Audit-related  fees. Consists of fees for assurance and related services by
our principal  accountants that are reasonably related to the performance of the
audit or review of the Company's financial statements and are not reported under
"Audit fees."

     Tax  fees.  Consists  of fees for  professional  services  rendered  by our
principal accountants for tax compliance, tax advice and tax planning.

     All other fees.  Consists of fees for products and services provided by our
principal  accountants,  other than the services  reported  under "Audit  fees,"
"Audit-related  fees," and "Tax fees" above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors.
---------------------------------

     The  Company  has not adopted an Audit  Committee,  therefore,  there is no
Audit  Committee  policy in this regard.  However,  the Company does not require
approval in advance of the performance of  professional  services to be provided
to the Company by its principal accountant.  Additionally, all services rendered
by our  principal  accountant  are  performed  pursuant to a written  engagement
letter between us and the principal accountant.

<PAGE>
                              SIGNATURES

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

                                       PHILADELPHIA MORTGAGE CORP.



Date:  4-21-05                         By/S/ Quinton Hamilton
                                       Quinton Hamilton
                                       President and Director



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


                                       PHILADELPHIA MORTGAGE CORP.



Date:  4-21-05                         By/S/ Quinton Hamilton
                                       Quinton Hamilton
                                       President and Director


Date:  4-21-05                         By/S/ Shane Kirk
                                       Shane Kirk
                                       Secretary/Treasurer and Director