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


                               FORM 10-QSB


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

             For the quarterly period ended April 30, 2005

                       Commission File Number:  000-50968


                          Philadelphia Mortgage Corp.
                          ---------------------------
        (Exact name of small business issuer as specified in its charter)

        Nevada                                       20-1667449
        ------                                       ----------
(State of other jurisdiction of             (IRS Employer Identification 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

                                       N/A
                                     -------
          (Former Name or Former Address, 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.

(1)    Yes X   No___                 (2)    Yes X   No___

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

         None, Not Applicable;

     APPLICABLE  ONLY  TO  CORPORATE  ISSUERS  Indicate  the  number  of  shares
outstanding  of each of the  Registrant's  classes  of common  stock,  as of the
latest practicable date:

                                   May 4, 2005
                                     274,193




<PAGE>



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

     The Financial  Statements of the Registrant  required to be filed with this
10-QSB  Quarterly  Report  were  prepared  by  management  and  commence  on the
following page,  together with related Notes. In the opinion of management,  the
financial statements fairly present the financial condition of the Registrant.
<TABLE>
<CAPTION>


                                   Philadelphia Mortgage Corp.
                                  [A Development Stage Company]
                                          Balance Sheet
                                         April 30, 2005
                                          [Unaudited]
<S>                                                                             <C>


                                             ASSETS

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                                                                 22,651
  Accrued Interest Payable                                                                   3,580
     Total Current Liabilities                                                              26,351

                           Total Liabilities                                                26,351


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                                         (26,351)
                                                                                    ---------------
                 Total Stockholders' Equity/(Deficit)                                      (26,351)
                                                                                    ---------------
         Total Liabilities and Stockholders' Equity/(Deficit)                  $                 0
                                                                                    ===============



                         See accompanying notes to financial statements

                                               1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                  Philadelphia Mortgage Corp.
                                 [A Development Stage Company]
                                    Statements of Operations
             For the Three Month Periods Ended April 30, 2005 and 2004 and for the
              Period from Reorganization [November 3, 1999] through April 30, 2005

<S>                                     <C>                     <C>                   <C>


                                               Three Months          Three Months         Reorganization
                                                   Ended                 Ended                through
                                                 April 30,             April 30,             April 30,
                                                   2005                  2004                  2005
                                             -----------------     -----------------     -----------------
Revenues                                 $                  0  $                  0  $                  0
Cost of Sales                                               0                     0                     0
  Gross Profit                                              0                     0                     0
  General & Administrative Expenses                      4,701                   46                22,771
                                             -----------------     -----------------     -----------------
     Operating Loss                                    (4,701)                  (46)              (22,771)
Other Expenses:
  Interest Expense                                        947                   359                 3,580
                                             -----------------     -----------------     -----------------
Net loss before income taxes                           (5,648)                 (405)              (26,351)
Provision for Income Taxes                                  0                     0                     0
                                             -----------------     -----------------     -----------------
Net Loss                                 $             (5,648) $               (405) $            (26,351)
                                             =================     =================     =================

Loss Per Share                           $              (0.02) $              (0.01) $              (0.10)
                                             =================     =================     =================
Weighted Average Shares
Outstanding                                           274,193               274,193               274,193
                                             =================     =================     =================










                         See accompanying notes to financial statements.

                                                2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                   Philadelphia Mortgage Corp.
                                  [A Development Stage Company]
                                    Statements of Cash Flows
                 For the Three Months Ended April 30, 2005 and 2004, and for the
              Period from Reorganization [November 3, 1999] through April 30, 2005

<S>                                                <C>                <C>               <C>


                                                      Three Months      Three Months        Reorganization
                                                          Ended             Ended              through
                                                        April 30,         April 30,           April 30,
                                                          2005               2004                2005
                                                     ---------------    --------------     ----------------
Cash Flows from Operating Activities
Net loss                                           $         (5,648) $           (405) $           (26,351)
Adjustments to reconcile net loss to net cash provided by
operating activities:
    Increase in accounts payable                                  -                 -                  120
    Increase in shareholder loan and accrued
    interest payable                                          5,648               405               26,231
        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

       3
</TABLE>
<PAGE>
              Notes to Condensed Consolidated Financial Statements
                                 April 30, 2005


        PRELIMINARY NOTE

     The accompanying  condensed financial statements have been prepared without
     audit, pursuant to the rules and regulations of the Securities and Exchange
     Commission.  Certain  information  and  disclosures  normally  included  in
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting  principles  have  been  condensed  or  omitted.  These  interim
     financial  statements  include  all  adjustments,  which in the  opinion of
     management,  are  necessary in order to make the financial  statements  not
     misleading.  It is suggested that these condensed  financial  statements be
     read in  conjunction  with  the  financial  statements  and  notes  thereto
     included in the  Company's  Annual Report on Form 10-KSB for the year ended
     January 31, 2005.

<PAGE>



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

     In connection with the "safe harbor" provisions of federal securities laws,
readers of this document and any document  incorporated by reference herein, are
advised that these  documents  contain both  statements of historical  facts and
forward-looking  statements.  Forward-looking  statements are subject to certain
risks and  uncertainties,  which could cause actual results to differ materially
from those indicated by the  forward-looking  statements.  This document and any
documents incorporated by reference herein also identify important factors which
could cause actual results to differ  materially from those indicated by forward
looking  statements.  These risks and  uncertainties  include  competition,  the
decisions of customers,  the actions of  competitors,  the effects of government
regulation,  possible  delays in the  introduction of new products and services,
customer  acceptance of products and services,  the Company's  ability to secure
debt and/or equity  financing on reasonable  terms,  and other factors which are
described herein and/or in documents incorporated by reference herein.

Plan of Operation.

     Except  as  otherwise   discussed  under  Item  6,  Reports  on  Form  8-K,
hereinafter, the following discussion is as of the date of this Quarterly Report
ended April 30, 2005.  See Item 6, Reports on Form 8-K below.  It is anticipated
that the acquisition outlined therein will be completed on May 10, 2005.

     The Company has not engaged in any material operations in the period ending
April 30, 2005, or for the previous 10 years. The Company intends to continue to
seek out the acquisition of assets,  property or business that may be beneficial
to the Company and its stockholders.

     The Company's only foreseeable cash requirements  during the next 12 months
will  relate  to  maintaining  the  Company  in good  standing  in the  State of
Colorado,  keeping  its  reports  "current"  with the  Securities  and  Exchange
Commission or the payment of expenses associated with reviewing or investigating
any potential business venture.  Management does not anticipate that the Company
will have to raise  additional  funds  during  the next 12 months,  however,  if
additional  moneys are needed,  they may be advanced by  management or principal
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 will not exceed $50,000 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 has not begun seeking any acquisition.

Results of Operations

     The Company has had no operations  during the quarterly  period ended April
30, 2005, or for the previous 10 years.  During the quarterly  period covered by
this Report,  the Company  received no revenue and incurred  expenses of $5,648,
stemming from general, administrative, accounting and interest expenses.

Liquidity

     At April 30, 2005,  the Company had total current assets of $0 and total
liabilities of $26,351.

Controls and Procedures

     An  evaluation   was  performed   under  the   supervision   and  with  the
participation  of  the  Company's   management,   including  the  President  and
Treasurer,  regarding  the  effectiveness  of the  design and  operation  of the
Company's  disclosure  controls and procedures  within 90 days before the filing
date  of  this  quarterly  report.  Based  on  that  evaluation,  the  Company's
management,  including the President and Treasurer, concluded that the Company's
disclosure   controls  and  procedures  were  effective.   There  have  been  no
significant  changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to their evaluation.





                                    8
<PAGE>


                         PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None; not applicable.

Item 2.  Changes in Securities

         None; not applicable.

Item 3.  Defaults upon Senior Securities

         None; not applicable.

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

         None; not applicable.

Item 5.  Other Information

         None; not applicable.

Item 6.  Exhibits and Reports on Form 8-K



<PAGE>



(a)      Exhibits.

31.1     302 Certification of Quinton Hamilton
31.2     302 Certification of Shane Kirk
32       906 Certification

(a)      Reports on Form 8-K

     Current  Report  on Form 8-K as  filed  with the  Securities  and  Exchange
Commission on March 2, 2005 and incorporated herein by this reference.

     The following is an excerpt from the Item 99.1 disclosure  contained in the
in this Current Report on Form 8-K:

     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 are
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.

     A summary of any  Exhibits is modified in its  entirety by reference in the
actual Exhibit.


                                     9
<PAGE>


                                SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this quarterly report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                   Philadelphia Mortgage Corp.



Date: MAY 5, 2005                  By/S/ Quinton Hamilton
      ________________________     _________________________________________
                                   Quinton Hamilton, President and Director




Date: MAY 5, 2005                  By/S/ Shane D. Kirk
      ________________________     _________________________________________
                                   Shane Kirk, Secretary, Treasurer and
                                   Director































                                       10