United
        States
 Securities
        & Exchange Commission
 Washington,
        D.C. 20549
 
 FORM
        10-QSB
  (Mark
        One)
 [X]  QUARTERLY
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
        ACT OF 1934
 For
        the
        quarterly period ended June 30, 2005
 
 [  
        ]  TRANSITION
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
        ACT OF 1934
 
 Commission
        file number 000-50968
 
 **Thunderball
        Entertainment, Inc.**
 (Exact
        name of small business issuer as specified in its charter)
  Nevada
                
                20-1667449(State
                    or other jurisdiction
                
                (IRS
                    Employerof
                    incorporation or organization)
                
                Identification
                    No.)
 800
        Nicollet Mall, Suite 2690
 Minneapolis,
        MN 55402
 (Address
        of principal executive offices)
 
 612-338-8948
 (Issuer’s
        telephone number)
 
 (Former
        Name, Former Address and Former Fiscal Year, if Changed Since Last
        Report)
 
 Check
        whether the issuer (1) filed all reports required to be filed by section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.  YES  x    
        NO  o
 
 
 APPLICABLE
        TO CORPORATE ISSUERS
 State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date: 8,600,000 shares of common stock outstanding
        as  of
        August
        1, 2005, par value $.001 per share.
 
 Transitional
        Small Business Disclosure Format (check one):  YES  o    
        NO  x
 
 
  Thunderball
        Entertainment, Inc. and Subsidiary
 Form
        10-QSB
 Quarter
        Ended June 30, 2005
 
 
 Table
        of
        Contents
  Page
                    No.PART
                    I
                Financial
                    Information
                2Item
                    1.
                Financial
                    StatementsConsolidated
                    Balance Sheets at June 30, 2005 (unaudited) andDecember
                    31, 2004 (audited)
                2Consolidated
                    Statements of Operations for the three and six months ended June
                    30, 2005and
                    2004 and for the period from inception to June 30, 2005
                    (unaudited)
                3Consolidated
                    Statements of Cash Flows for the six months ended June 30, 2005
                    and
                    2004and
                    for the period from inception to June 30, 2005(unaudited)
                4Notes
                    to Consolidated Financial Statements
                5Item
                    2.
                Management’s
                    Discussion and Analysis or Plan of Operation
                7Item
                    3.
                Controls
                    and Procedures
                13PART
                    II
                Other
                    Information
                14Item
                    6.
                Exhibits
                14SIGNATURES
                
                14
  
 
 **PART
                  I - Financial Information****Item
                  1. Financial Statements**
 **Thunderball
        Entertainment, Inc. and Subsidiary**
 **(A
        Development Stage Company)**
 **Consolidated
        Balance Sheets**
 
 As
                  of
                June
                  30, 2005
              
              As
                  of
                December
                  31, 2004Unaudited
              
              Audited*ASSETS*CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              234,933
              
              $
              1,000Prepaid
                  expenses
              
              
              26,541
              
              
              -*Total
                  current assets:*
              
              
              261,474
              
              
              1,000Equipment,
                  net
              
              
              11,421
              
              
              -*Total
                  Assets:*
              
              $
              272,895
              
              $
              1,000
 *LIABILITIES
                  AND**STOCKHOLDERS’
                  EQUITY*CURRENT
                  LIABILITIES:Accounts
                  payable
              
              $
              57,426
              
              $
              16,353Accrued
                  expenses
              
              
              21,865
              
              
              -Loan
                  payable - related party
              
              
              -
              
              
              1,000*Total
                  current liabilities:*
              
              
              79,291
              
              
              17,353STOCKHOLDERS’
                  EQUITY:Common
                  stock, par value $.001 per share:Authorized
                  shares--50,000,000Issued
                  and outstanding shares:
                8,600,000 and none at June 30, 2005 and December 31, 2004,
                  respectively
              
              
              8,600
              
              
              -Additional
                  paid-in capital
              
              
              556,744
              
              
              -Deficit
                  accumulated during development stage
              
              
              (371,740
              )
              
              (16,353
              )*Total**stockholders’
                  equity:*
              
              
              193,604
              
              
              (16,353
              )*Total
                  liabilities and**stockholders’
                  equity:*
              
              $
              272,895
              
              $
              1,000
 
 *See
        accompanying notes to consolidated financial statements* .
  2
  **Thunderball
        Entertainment, Inc. and Subsidiary**
 **(A
        Development Stage Company)**
 **Consolidated
        Statements of Operations**
 **(Unaudited)**
  For
                    the Three Months Ended
                  June
                    30,
                
                For
                    the Six Months Ended
                  June
                    30,
                
                Inception
                    through June 30,2005
                
                2004
                
                2005
                
                2004
                
                2005OPERATING
                    EXPENSES:General
                    and administrative
                
                $
                316,129
                
                $
                –
                
                $
                355,387
                
                $
                –
                
                $
                371,740*Total
                    Operating Expenses:*
                
                
                316,129
                
                
                –
                
                
                355,387
                
                
                –
                
                
                371,740*Net
                    Loss:*
                
                $
                (316,129
                )
                $
                –
                
                $
                (355,387
                )
                $
                –
                
                $
                (371,740
                )NET
                    LOSS PER COMMON SHARE:Basic
                    and diluted
                
                $
                (0.04
                )
                
                N/A
                
                $
                (0.05
                )
                
                N/A
                
                $
                (0.08
                )WEIGHTED-AVERAGE
                    NUMBER OF SHARES OUTSTANDING:Basic
                    and diluted
                
                
                8,323,077
                
                
                N/A
                
                
                6,861,326
                
                
                N/A
                
                
                4,549,084
  *See
        accompanying notes to consolidated financial statements.*
  3
 Thunderball Entertainment, Inc. and Subsidiary  **(A
        Development Stage Company)**
 **Consolidated
        Statements of Cash Flows**
 **(Unaudited)**
 For
                  the Six Months Ended June 30,
              
              Inception
                  through
                June
                  30,2005
              
              2004
              
              2005**Operating
                  activities**Net
                  loss
              
              $
              (355,387
              )
              $
              -
              
              $
              (371,740
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              399
              
              
              -
              
              
              399Common
                  stock issued for distribution contract
              
              
              10,000
              
              
              -
              
              
              10,000Common
                  stock issued for services
              
              
              5,000
              
              
              -
              
              
              5,000Changes
                  in operating assets and liabilities:Prepaid
                  expenses
              
              
              (26,541
              )
              
              -
              
              
              (26,541
              )Accounts
                  payable
              
              
              41,073
              
              
              -
              
              
              57,426Accrued
                  expenses
              
              
              21,865
              
              
              -
              
              
              21,865*Net
                  cash used in operating activities:*
              
              
              (303,591
              )
              
              -
              
              
              (303,591
              )**Investing
                  activities**Purchasesof
                  equipment
              
              
              (11,820
              )
              
              -
              
              
              (11,820
              )*Net
                  cash used in investing activities:*
              
              
              (11,820
              )
              
              -
              
              
              (11,820
              )**Financing
                  activities**Proceeds
                  from sale of common stock,
                  net of issuance costs
              
              
              550,344
              
              
              -
              
              
              550,344Proceeds
                  from loan payable - related party
              
              
              -
              
              
              -
              
              
              1,000Payments
                  on loan payable - related party
              
              
              (1,000
              )
              
              -
              
              
              (1,000
              )*Net**cash
                  provided by financing activities:*
              
              
              549,344
              
              
              -
              
              
              550,344Increase
                  in cash and cash equivalents
              
              
              233,933
              
              
              -
              
              
              234,933Cash
                  and cash equivalents at beginning ofperiod
              
              
              1,000
              
              
              -
              
              
              -*Cash
                  at end of**period:*
              
              $
              234,933
              
              
              -
              
              $
              234,933
  *See
        accompanying notes to consolidated financial statements.*
  4
  Thunderball
        Entertainment, Inc. and Subsidiary
 Notes
        to
        Consolidated Financial Statements
 June
        30,
        2005 and 2004
 (unaudited)
 
 
 **Note
        1. Business Description.**
 
 Pursuant
        to an Amended and Restated Agreement and Plan of Merger dated as of May 3,
        2005
        (the “Merger Agreement”), by and among Thunderball Entertainment, Inc. (f/k/a
        Philadelphia Mortgage Corp., “Thunderball” or the “Company”), Philadelphia
        Mortgage Newco, Inc., a Minnesota corporation and wholly owned subsidiary
        of the
        Company (“Merger Subsidiary”), and Domino Entertainment, Inc., a Minnesota
        corporation (f/k/a Thunderball Entertainment, Inc. “Domino”), Merger Subsidiary
        merged with and into Domino, with Domino remaining as the surviving entity
        and a
        wholly owned operating subsidiary of the Company (the “Merger”). The Merger was
        effective as of May 13, 2005, upon the filing of Articles of Merger with
        the
        Minnesota Secretary of State (the “Articles of Merger,” and collectively
        referred to with the Merger Agreement as the “Plan of Merger”).
  At
        the
        effective time of the Merger, the legal existence of Merger Subsidiary ceased,
        and all 8,000,000 shares of common stock of Domino that were outstanding
        immediately prior to the Merger and held by Domino’s shareholders were
        cancelled, with one share of common stock of Domino issued to the Company.
        Simultaneously, the former holders of Domino common stock received an aggregate
        of 8,000,000 shares of common stock of the Company, representing approximately
        93.0% of the Company’s common stock outstanding immediately after the Merger.
        Additionally, pursuant to the Merger Agreement, the Company cancelled 133,334
        shares of common stock held by the Company’s shareholders and issued 459,141
        shares of restricted common stock to certain of the Company’s shareholders.
        Accordingly, there were 600,000 shares of common stock outstanding prior
        to the
        merger.
 
 On
        May
        18, 2005, the Company’s board of directors authorized and effected a change in
        the Company's name from Philadelphia Mortgage Corp. to Thunderball
        Entertainment, Inc. through a short-form merger with Thunderball Entertainment,
        Inc., a Nevada corporation and wholly-owned subsidiary of the Company. On
        May
        24, 2005 the Company and Domino’s board of directors authorized a change in the
        name of the Company’s wholly-owned subsidiary from Thunderball Entertainment,
        Inc. to Domino Entertainment, Inc. The name changes were effective on May
        19,
        2005 and May 27, 2005, respectively.
 
 Generally
        accepted accounting principles in the United States of America generally
        require
        that the company whose shareholders retain a majority interest in a business
        combination be treated as the acquiror for accounting purposes. As a result,
        for
        accounting purposes, the Merger was treated as a recapitalization of Domino
        rather than as a business combination. The assets and liabilities resulting
        from
        the reverse acquisition were the Domino assets and liabilities (at historical
        cost). There were no assets or liabilities on Thunderball’s books at the time of
        the merger. Accordingly, when the term “Company” is used herein, it is referring
        to business and financial information of Domino. The fiscal year for the
        Company
        has been changed from January 31 to December 31 to comport with the fiscal
        year
        for Domino.
 
 The
        Company provides prepaid credit cards through convenient, easy to use
        self-service kiosks. Prepaid credit cards offer millions of consumers a cost
        effective and flexible means of managing personal assets, paying bills and
        taking advantage of the millions of retail locations that accept credit
        cards.
 
 The
        Company is a development stage company that has not generated any revenues
        to
        date.
 
 The
        accompanying consolidated financial statements have been prepared on the
        basis
        that the Company will continue as a going concern. The Company had a net
        loss
        for the period ended December 31, 2004 and for the three and six months ended
        June 30, 2005. The consolidated financial statements do not include any
        adjustments that might result from the Company not continuing as a going
        concern. To provide additional working capital, management intends to raise
        funds through equity financing. If the Company is not able to raise additional
        working capital, it would have a material adverse effect on the operations
        of
        the Company.
  5
  **Note
        2. Summary of Significant Accounting Policies.**
 
 *Interim
        Financial Information* .
        The
        accompanying unaudited consolidated financial statements have been prepared
        in
        accordance with accounting principles generally accepted in the United States
        of
        America and pursuant to the rules and regulations of the U. S. Securities
        and
        Exchange Commission (the “SEC”) for interim financial information. Accordingly,
        certain information and footnote disclosures normally included in financial
        statements prepared in accordance with accounting principles generally accepted
        in the United States of America have been omitted pursuant to such rules
        and
        regulations. Operating results for the three and six months ended June 30,
        2005
        are not necessarily indicative of the results that may be expected for the
        year
        ending December 31, 2005. The accompanying consolidated financial statements
        and
        related notes should be read in conjunction with the Company’s audited financial
        statements, and notes thereto, for the fiscal year ended December 31, 2004
        filed
        as Exhibit 99.1 of the Company’s Form 8-K filed on May 19, 2005.
 
 The
        financial information furnished reflects, in the opinion of management, all
        adjustments, consisting of normal recurring accruals, necessary for a fair
        presentation of the results of the interim periods presented.
 
 *Use
        of Estimates.* The
        preparation of these consolidated financial statements in conformity with
        accounting principles generally accepted in the United States of America
        requires management to make estimates and assumptions that may affect the
        reported amounts and disclosures in the consolidated financial statements
        and
        accompanying notes. Actual results could differ from these
        estimates.
 
 *Fair
        Value of Financial Instruments.* The
        carrying amounts for all financial instruments approximate fair value. The
        carrying amounts for cash and cash equivalents, accounts payable, accrued
        expenses and loan payable - related party approximate fair value because
        of the
        short maturity of these instruments.
 
 *Cash
        and Cash Equivalents* .
        The
        Company includes as cash and cash equivalents highly liquid, short-term
        investments with maturity of three months or less when purchased, which are
        readily convertible into known amounts of cash. The Company maintains its
        cash
        in high quality financial institutions. The balances, at times, may exceed
        federally insured limits.
 
 *Income
        Taxes.* The
        Company utilizes the liability method of accounting for income taxes. Under
        this
        method, deferred tax assets and liabilities are recognized for the expected
        future tax consequences attributable to temporary differences between the
        financial statement and income tax reporting bases of assets and liabilities.
        Deferred tax assets are reduced by a valuation allowance to the extent that
        realization is not assured.
 
 *Recent
        Accounting Pronouncement.* In
        June
        2005, the Financial Accounting Standards Board (“FASB”) issued Statement of
        Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error
        Corrections”, a replacement of APB Opinion No. 20 and FASB Statement No. 3. The
        statement applies to all voluntary changes in accounting principle, and changes
        the requirements for accounting for and reporting of a change in accounting
        principle. SFAS No. 154 requires retrospective application to prior periods’
        financial statements of a voluntary change in accounting principle unless
        it is
        impracticable. SFAS No. 154 is effective for accounting changes and corrections
        of errors made in fiscal years beginning after December 15, 2005. Earlier
        application is permitted for accounting changes and corrections of errors
        made
        occurring in fiscal years beginning after June 1, 2005. The statement does
        not
        change the transition provisions of any existing accounting pronouncements,
        including those that are in a transition phase as of the effective date of
        this
        statement. The Company does not expect the adoption of SFAS No. 154 to have
        a
        material effect on its consolidated financial statements.
 
 
 **Note
        3. Shareholder’s Equity**
 
 **Common
        Stock**
 
 In
        January 2005, Domino began a private placement which ended in February 2005
        (the
“Offering”). In the Offering, Domino sold a total of 5,500,000 shares of its
        common stock for a per share price of $0.01 (i.e., raising a gross total
        of
        $55,000). The Offering was a private placement made under Rule 506 promulgated
        under the Securities Act of 1933, as amended.
 
 6
  In
        January 2005, Domino issued 1,000,000 shares of its common stock to Aurora
        Technology, Inc. (“Aurora”) pursuant to an agreement whereby Aurora transferred
        to Domino its rights to a distribution agreement by and between Aurora and
        Alta
        Co. Ltd. The agreement with Alta Co. Ltd. expires on January 1, 2007. The
        Company expensed the value of the shares of common stock issued to Aurora,
        $10,000, since there was no value assigned to future services related to
        the
        distribution agreement.
 
 In
        January 2005, Domino
        entered consulting agreements with 4 individuals, each of which were
        shareholders of Domino. Domino issued a total of 500,000 shares of its common
        stock to the four individuals as compensation for the consulting services.
        The
        shares were valued at $.01 per share, based upon the last sales price of
        Domino
        common stock on the day the consulting agreements were executed, and charged
        to
        expense in January.
 
 In
        February 2005, Domino began a second private placement which ended in March
        2005
        (the “Second Offering”). In the Second Offering, Domino sold a total of
        1,000,000 shares of its common stock for a per share price of $0.50 (i.e.,
        raising a gross total of $500,000). The Offering was a private placement
        made
        under Rule 506 promulgated under the Securities Act of 1933, as amended.
 
 At
        the
        effective time of the Merger, the legal existence of Merger Subsidiary ceased,
        and all 8,000,000 shares of common stock of Domino that were outstanding
        immediately prior to the Merger and held by Domino’s shareholders were
        cancelled, with one share of common stock of Domino issued to the Company.
        Simultaneously, the former holders of Domino common stock received an aggregate
        of 8,000,000 shares of common stock of the Company, representing approximately
        93.0% of the Company’s common stock outstanding immediately after the Merger.
        Additionally, pursuant to the Merger Agreement, the Company cancelled 133,334
        shares of common stock held by the Company’s shareholders and issued 459,141
        shares of restricted common stock to certain of the Company’s
        shareholders.
 
 
 **Note
        4. Loan Payable - Related Party**
 
 At
        December 31, 2004, the Company had an unsecured loan payable of $1,000. The
        loan
        was due upon demand and was non-interest bearing .
        In
        January 2005, the Company repaid the $1,000 loan payable - related
        party.
 
 
 **Note
        5. Related Party Transactions**
 
 A
        company
        wholly-owned by Thunderball’s Chairman and former Chief Executive Officer and
        employing a director and Chief Financial Officer of Thunderball charged
        approximately $4,500 for rent during 2004 and $15,143 and $27,898 for rent
        and
        consulting services during the three and six months ended June 30, 2005,
        respectively. The rent agreement is month-to-month with a base rent of $3,000
        per month.
  A
        limited
        liability company, owned by the spouse and daughter of Thunderball’s Chairman
        and former Chief Executive Officer, loaned the Company $1,000 in October
        2004.
        The loan was due upon demand and was non-interest bearing. The loan was
        repaid in January 2005.
 
 
 **Note
        6. Subsequent Events**
 
 In
        July
        2005, the Board of Directors approved the 2005 Stock Option Plan (2005 Plan”).
        Under the 2005 Plan the Company may issue options to purchase up to 1,500,000
        shares of the Company’s common stock. The adoption of the 2005 Plan is subject
        to approval by the Company’s shareholders.
 
 
 **Item
        2. Management’s Discussion and Analysis or Plan of
        Operation**
 
 The
        accompanying management’s discussion and analysis of the Company’s consolidated
        financial condition and results of operations should be read in conjunction
        with
        Management’s Discussion and Analysis of Financial Condition and Results of
        Operations and the Company’s audited financial statements, and notes thereto,
        for the fiscal year ended January 31, 2005, included in our Annual Report
        on
        Form 10-KSB for the year ended January 31, 2005 and with Domino Entertainment,
        Inc.’s ( f/k/a
        Thunderball Entertainment, Inc.) audited financial statements, and notes
        thereto, for the fiscal year ended December 31, 2004, included in our Current
        Report on Form 8-K, filed on May 19, 2005 .
 
 7
 
 **General**
 
 Pursuant
        to an Amended and Restated Agreement and Plan of Merger dated as of May 3,
        2005
        (the “Merger Agreement”), by and among Thunderball Entertainment, Inc. (f/k/a
        Philadelphia Mortgage Corp., “Thunderball” or the “Company”), Philadelphia
        Mortgage Newco, Inc., a Minnesota corporation and wholly owned subsidiary
        of the
        Company (“Merger Subsidiary”), and Domino Entertainment, Inc., a Minnesota
        corporation (f/k/a Thunderball Entertainment, Inc. “Domino”), Merger Subsidiary
        merged with and into Domino, with Domino remaining as the surviving entity
        and a
        wholly owned operating subsidiary of the Company (the “Merger”). The Merger was
        effective as of May 13, 2005, upon the filing of Articles of Merger with
        the
        Minnesota Secretary of State (the “Articles of Merger,” and collectively
        referred to with the Merger Agreement as the “Plan of Merger”).
  At
        the
        effective time of the Merger, the legal existence of Merger Subsidiary ceased,
        and all 8,000,000 shares of common stock of Domino that were outstanding
        immediately prior to the Merger and held by Domino’s shareholders were
        cancelled, with one share of common stock of Domino issued to the Company.
        Simultaneously, the former holders of Domino common stock received an aggregate
        of 8,000,000 shares of common stock of the Company, representing approximately
        93.0% of the Company’s common stock outstanding immediately after the Merger.
        Additionally, pursuant to the Merger Agreement, the Company cancelled 133,334
        shares of common stock held by the Company’s shareholders and issued 459,141
        shares of restricted common stock to certain of the Company’s shareholders.
        Accordingly, there were 600,000 shares of common stock outstanding prior
        to the
        merger.
 
 On
        May
        18, 2005, the Company’s board of directors authorized and effected a change in
        the Company's name from Philadelphia Mortgage Corp. to Thunderball
        Entertainment, Inc. through a short-form merger with Thunderball Entertainment,
        Inc., a Nevada corporation and wholly-owned subsidiary of the Company. On
        May
        24, 2005 the Company and Domino’s board of directors authorized a change in the
        name of the Company’s wholly-owned subsidiary from Thunderball Entertainment,
        Inc. to Domino Entertainment, Inc. The name changes were effective on May
        19,
        2005 and May 27, 2005, respectively.
 
 Generally
        accepted accounting principles in the United States of America generally
        require
        that the company whose shareholders retain a majority interest in a business
        combination be treated as the acquiror for accounting purposes. As a result,
        for
        accounting purposes, the Merger was treated as a recapitalization of Domino
        rather than as a business combination. The assets and liabilities resulting
        from
        the reverse acquisition were the Domino assets and liabilities (at historical
        cost). There were no assets or liabilities on Thunderball’s books at the time of
        the merger. Accordingly, when the term “Company” is used herein, it is referring
        to business and financial information of Domino. The fiscal year for the
        Company
        has been changed from January 31 to December 31 to comport with the fiscal
        year
        for Domino.
 
 The
        Company provides prepaid credit cards through convenient, easy to use
        self-service kiosks. Prepaid credit cards offer millions of consumers a cost
        effective and flexible means of managing personal assets, paying bills and
        taking advantage of the millions of retail locations that accept credit
        cards.
 
 
 **Plan
        of Operation and Results of Operations**
 
 **The
        Three** **and
        Six Months Ended June 30, 2005**
 
 The
        Company is a development stage company that has not generated any revenues
        to
        date.
 
 *General
        and Administrative Expenses* .
        General
        and administrative expenses for the three and six months ended June 30, 2005
        were $316,129 and $355,387, respectively. The general and administrative
        expenses for the three and six months ended June 30, 2005 primarily consisted
        of
        consulting fees, legal and professional fees and rent expense.
 
 *Net
        Loss* .
        The
        Company incurred a net loss of $316,129 and $355,387 for the three and six
        months ended June 30, 2005, respectively. The net losses for the three and
        six
        months ended June 30, 2005 are primarily the result of the Company commencing
        operations in the prepaid debit card business which involve consulting, legal
        and professional and rent expenses.
 
 8
  *Liquidity
        and Capital Resources* .
        The
        Company had working capital of $182,183 and cash and cash equivalents of
        $234,933 at June 30, 2005. Cash used in operations was $303,591 for the six
        months ended June 30, 2005. For the six months ended June 30, 2005, the primary
        uses of cash were to fund the Company’s net loss and an increase in prepaid
        expenses. These uses were partially offset by non-cash charges related to
        common
        stock issued for a distribution contract and services and the uses were further
        partially offset by increases in accounts payable and accrued expenses. The
        Company incurred expenses of approximately $206,000 related to the merger
        between the Company, Merger Subsidiary and Domino.
 
 Cash
        used
        in investing activities was $11,820 for the six months ended June 30, 2005.
        For
        the six months ended June 30, 2005 the Company used cash for capital
        expenditures.
 
 Cash provided
        by financing activities was $549,344 for the six months ended June 30, 2005.
        In
        January 2005, Domino began a private placement which ended in February 2005
        (the
“Offering”). In the Offering, the Company sold a total of 5,500,000 shares of
        its common stock for a per share price of $0.01 (i.e., raising a gross total
        of
        $55,000). In February 2005, the Company began a second private placement
        which
        ended in March 2005 (the “Second Offering”). In the Second Offering, Domino sold
        a total of 1,000,000 shares of its common stock for a per share price of
        $0.50
        (i.e., raising a gross total of $500,000).
 
 The
        Company expects to spend a significant amount on development of is prepaid
        debit
        card dispensing machines and capital equipment purchases over the next twelve
        months, primarily as it places its machines in facilities. The Company expects
        that it will use debt and/or equity financing to purchase this
        equipment.
 
 The
        Company also anticipates hiring additional personnel over the next 12 months
        as
        it executes its business plan in the prepaid debit card industry.
 
 Management
        believes that its cash should be sufficient to satisfy its cash requirements through
        September 2005. The Company will need to obtain additional cash to meet its
        needs beyond that period and has been actively pursuing additional
        financing.
 
 
 **Risk
        Factors**
 
 **We
        have no operating history and we anticipate incurring future
        losses.**
 
 We
        are in
        the early stages of developing a business plan to provide prepaid debit cards.
        We are therefore subject to all of the risks and uncertainties inherent in
        establishing a new business. We have no prior operating history for these
        products from which to evaluate our success, or our likelihood of success
        in
        operating our business, generating any revenues or achieving profitability.
        In
        sum, we have very limited assets, very little operating revenue and uncertain
        prospects of future profitable operations. We cannot assure you that our
        operations will be successful and the likelihood of our success must be
        considered in light of the problems, expenses, difficulties, complications
        and
        delays frequently encountered in connection with the formation of a new
        business, development of technology and the competitive environment in which
        we
        operate. We anticipate that we will incur losses in the near
        future.
 
 **We
        will need additional financing in the future and any such financing will
        likely
        be dilutive to our existing shareholders.**
 
 We
        will
        likely require additional sources of financing before we can generate revenues
        needed to sustain operations. In particular, management believes that the
        Company’s current cash is sufficient to continue operations only through
        September 2005. Our operations, as currently conducted or anticipated to
        be
        conducted, generate costs related to the exploration of additional business
        opportunities, as well as ongoing personnel, legal and accounting expenses.
        If
        we are unable to capitalize on existing opportunities or locate and act on
        other
        business opportunities, or if expenditures exceed our current expectations,
        we
        will be required to find additional sources of financing. Even if we
        successfully avail ourselves of current or future opportunities, additional
        financing may be required to expand or continue being involved in such
        opportunities.
 
 9
  Additional
        financing could be sought from a number of sources, including but not limited
        to
        additional sales of equity or debt securities (including equity-linked or
        convertible debt securities), loans from banks, loans from affiliates of
        the
        Company or other financial institutions. No assurance, however, can be given
        that we will be able to sell any securities or obtain any such additional
        financing when needed, or do so on terms and conditions acceptable or favorable
        to the Company, if at all. If financing is not available, we may be forced
        to
        abandon our business plans or our entire business, discontinue our preparation
        and filing of public disclosure reports with the United States Securities
        and
        Exchange Commission, or dissolve the Company. If we successfully enter into
        a
        financing transaction, any additional equity or equity-linked financing would
        be
        dilutive to shareholders, and additional debt financing, if available, may
        involve restrictive covenants.
 
 **Our
        independent auditors have substantial doubt about our ability to continue
        as a
        going concern.**
 
 We
        have
        had net losses for the period ended December 31, 2004 and for the three and
        six
        months ended June 30, 2005, and we had an accumulated deficit as of December
        31,
        2004 and June 30, 2005. Since the consolidated financial statements for these
        periods were prepared assuming that we would continue as a going concern,
        in the
        view of our independent auditors, these conditions raise substantial doubt
        about
        our ability to continue as a going concern.
 
 Furthermore,
        since we are pursuing a new line of business, this diminishes our ability
        to
        accurately forecast our revenues and expenses. Our ability to continue as
        a
        going concern depends, in large part, on our ability to raise sufficient
        capital
        through subsequent equity or debt financing transactions. If we are unable
        to
        raise additional capital, we may be forced to discontinue our
        business.
 
 **The
        products to dispense prepaid debit cards critical to our future success have
        not
        been, and may never be, fully developed.**
 
 We
        intend
        to develop products for the dispensing of prepaid debit cards. The development
        process has not yet been completed and we cannot be certain that the products
        will work as anticipated and required for use in a highly regulated marketplace.
        The completion of the development of products to dispense prepaid debit cards
        remains subject to all the risks associated with the development and manufacture
        of new products based on innovative technologies, including unanticipated
        technical or other problems, failures to meet regulatory requirements or
        performance objectives, and the possible insufficiency of the funds allocated
        for the completion of such development, which could result in a change in
        the
        design, delay in the development, or abandonment of such system and its
        products. Consequently, there can be no assurance that products to dispense
        prepaid debit cards will be fully developed or successfully manufactured.
        Our
        failure to develop products to dispense prepaid debit cards will likely have
        a
        materially adverse effect on our business and prospects for future
        profitability.
 
 **Even
        if successfully developed, our products to dispense prepaid debit cards may
        not
        be accepted by the marketplace.**
 
 Our
        products to dispense prepaid debit cards, even if successfully tested, developed
        and manufactured, will be competing against existing competing products in
        the
        marketplace. There can be no assurance that the market will accept our
        products.
 
 **We
        will depend upon others for the manufacture of our products to dispense prepaid
        debit cards, which will subject our business to the risk that we will be
        unable
        to fully control the supply of our products to the market.**
 
 Our
        ability to develop, manufacture and successfully commercialize our proposed
        products depends upon our ability to enter into and maintain contractual
        and
        collaborative arrangements with others. We do not intend to manufacture any
        of
        our proposed products; but instead intend to retain contract manufacturers.
        There can be no assurance that any manufacturers will be able to supply our
        products in the required quantities, at appropriate quality levels or at
        acceptable costs. We may be adversely affected by any difficulties encountered
        by such third-party manufacturers that result in product defects, production
        delays or the inability to fulfill orders on a timely basis. If a manufacturer
        cannot meet our quality standards and delivery requirements in a cost-efficient
        manner, we would likely suffer interruptions of delivery while we arrange
        for
        alternative manufacturing sources. Any extended disruption in the delivery
        of
        products could result in our inability to satisfy customer demand for our
        products. Consequently, our inability to obtain alternative sources on a
        timely
        basis may have a material adverse effect on our business and results of
        operations.
 
 10
  **Our
        reliance on third-party manufacturers and other third parties in other aspects
        of our business will reduce any profits we may earn from our products, and
        may
        negatively affect future product development.**
 
 As
        noted
        above, we currently intend to market and commercialize products manufactured
        by
        others, and in connection therewith we will likely be required to enter into
        manufacturing, licensing and distribution arrangements with third parties.
        These
        arrangements will likely reduce our product profit margins. In addition,
        the
        identification of new product candidates for development may require us to
        enter
        into licensing or other collaborative agreements with others. These
        collaborative agreements may require us to pay license fees, make milestone
        payments, pay royalties and/or grant rights, including marketing rights,
        to one
        or more parties. Any such arrangement will likely reduce our profits. Moreover,
        these arrangements may contain covenants restricting our product development
        or
        business efforts in the future.
 
 **We
        may not be able to enter into manufacturing agreements or other collaborative
        agreements on terms acceptable to us, if at all, which failure would materially
        and adversely affect our business.**
 
 We
        cannot
        be sure that we will be able to enter into manufacturing or other collaborative
        arrangements with third parties on terms acceptable to us, if at all, when
        and
        as required. If we fail to establish such arrangements when and as necessary,
        we
        could be required to undertake these activities at our own expense, which
        would
        significantly increase our capital requirements and may delay the development,
        manufacture and installation of our prepaid debit card dispensing machines.
        If
        we could not find ways of addressing these capital requirements, we would
        likely
        be forced to sell or abandon our business.
 
 **We
        are highly dependent on the services provided by certain executives and key
        personnel.**
 
 Our
        success depends in significant part upon the continued service of certain
        senior
        management and other key personnel. In particular, we are materially dependent
        upon the services of Tim Walsh, a director of the Company and our President
        and
        Chief Executive Officer. We do not have an employment agreement with Mr.
        Walsh,
        and if he should no longer serve the Company it would likely have a materially
        adverse impact on our business, financial condition and operations. The Company
        has not secured any “key person” life insurance covering the life of Mr.
        Walsh.
 
 Our
        success also depends on our ability to identify, hire, train, retain and
        motivate highly skilled technical, managerial, sales and marketing personnel.
        We
        intend to hire a number of sales, business development, marketing, technical
        and
        administrative personnel in the future. Competition for such personnel is
        intense and there can be no assurance that we will successfully attract,
        assimilate or retain a sufficient number of qualified personnel. The failure
        to
        retain and attract the necessary technical, managerial, sales and marketing
        and
        administrative personnel could have a material adverse impact on our business,
        financial condition and operations.
 
 **Our
        officers and directors, together with certain affiliates, possess substantial
        voting power with respect to our common stock, which could adversely affect
        the
        market price of our common stock.**
 
 As
        of
        July 13, 2005, our officers and directors collectively possessed beneficial
        ownership of 2,350,000 shares of our common stock, which represents
        approximately 27.3% of our common stock. Certain other significant shareholders,
        including D. Bradly Olah and Wayne W. Mills collectively possessed beneficial
        ownership of a total of 2,850,000 shares of common stock, which represents
        approximately 33.1% of our common stock. When taken together, our directors,
        officers and significant shareholders have beneficial ownership of approximately
        60.5% of our common stock. This represents a significant and controlling
        portion
        of the voting power of the Company’s shareholders. As a result, our directors
        and officers, together with significant shareholders, have the ability to
        wholly
        control our management and affairs through the election and removal of our
        entire board of directors, and all other matters requiring shareholder approval,
        including the future merger, consolidation or sale of all or substantially
        all
        of our assets. This concentrated control could discourage others from initiating
        any potential merger, takeover or other change-of-control transaction that
        may
        otherwise be beneficial to our shareholders. As a result, the return on an
        investment in our common stock through the market price of our common stock
        or
        ultimate sale of our business could be adversely affected.
 
 11
  **Our
        common stock trades only in an illiquid trading market.**
 
 Trading
        of our common stock is conducted through the “pink sheets.” This has an adverse
        effect on the liquidity of our common stock, not only in terms of the number
        of
        shares that can be bought and sold at a given price, but also through delays
        in
        the timing of transactions and reduction in security analysts’ and the media’s
        coverage of our Company and its common stock. This may result in lower prices
        for our common stock than might otherwise be obtained and could also result
        in a
        larger spread between the bid and asked prices for our common
        stock.
 
 **There
        is currently little trading volume in our common stock, which may make it
        difficult to sell shares of our common stock.**
 
 In
        general, there has been very little trading activity in our common stock.
        The
        relatively small trading volume will likely make it difficult for our
        shareholders to sell their shares as and when they choose. Furthermore, small
        trading volumes generally depress market prices. As a result, you may not
        always
        be able to resell shares of our common stock publicly at the time and prices
        that you feel are fair or appropriate.
 
 **Because
        it is a “penny stock,” you may have difficulty selling shares of our common
        stock.**
 
 Our
        common stock is a “penny stock” and is therefore subject to the requirements of
        Rule 15g-9 under the Securities and Exchange Act of 1934, as amended (the
        “Exchange Act”). Under this rule, broker-dealers who sell penny stocks must
        provide purchasers of these stocks with a standardized risk- disclosure document
        prepared by the Securities and Exchange Commission. Under applicable
        regulations, our common stock will generally remain a “penny stock” until and
        for such time as its per-share price is $5.00 or more (as determined in
        accordance with SEC regulations), or until we meet certain net asset or revenue
        thresholds. These thresholds include the possession of net tangible assets
        (i.e., total assets less intangible assets and liabilities) in excess of
        $2,000,000 in the event we have been operating for at least three years or
        $5,000,000 in the event we have been operating for fewer than three years,
        and
        the recognition of average revenues equal to at least $6,000,000 for each
        of the
        last three years. We do not anticipate meeting any of the foregoing thresholds
        in the foreseeable future.
 
 The
        penny-stock rules severely limit the liquidity of securities in the secondary
        market, and many brokers choose not to participate in penny-stock transactions.
        As a result, there is generally less trading in penny stocks. If you become
        a
        holder of our common stock, you may not always be able to resell shares of
        our
        common stock publicly at the time and prices that you feel are fair or
        appropriate.
 
 **We
        have no intention of paying dividends on our common stock.**
 
 To
        date,
        we have not paid any cash dividends and do not anticipate the payment of
        cash
        dividends in the foreseeable future. Accordingly, the only return on an
        investment in shares of our common stock, if any, may occur upon a subsequent
        sale of such shares.
 
 **Off-Balance
        Sheet Arrangements**
 
 The
        Company has no off-balance sheet arrangements.
 
 
 **Critical
        Accounting Estimates**
 
 The
        Company’s critical accounting policies are those (i) having the most impact on
        the reporting of its financial condition and results, and (ii) requiring
        significant judgments and estimates. Due to the incipient nature of operations,
        the Company does not believe it has any critical policies or
        procedures.
 
 12
  **Recent
        Accounting Pronouncement**
 
 SFAS
        No. 154
 
 In
        June
        2005, the Financial Accounting Standards Board (“FASB”) issued Statement of
        Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error
        Corrections”, a replacement of APB Opinion No. 20 and FASB Statement No. 3. The
        statement applies to all voluntary changes in accounting principle, and changes
        the requirements for accounting for and reporting of a change in accounting
        principle. SFAS No. 154 requires retrospective application to prior periods’
        financial statements of a voluntary change in accounting principle unless
        it is
        impracticable. SFAS No. 154 is effective for accounting changes and corrections
        of errors made in fiscal years beginning after December 15, 2005. Earlier
        application is permitted for accounting changes and corrections of errors
        made
        occurring in fiscal years beginning after June 1, 2005. The statement does
        not
        change the transition provisions of any existing accounting pronouncements,
        including those that are in a transition phase as of the effective date of
        this
        statement. The Company does not expect the adoption of SFAS No. 154 to have
        a
        material effect on its consolidated financial statements.
 
 
 **Forward-Looking
        Statements**
 
 This
        Form
        10-QSB contains certain forward-looking statements within the meaning of
        Section
        27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
        Exchange Act of 1934, as amended. Statements made in this report which are
        not
        historical in nature, including but not limited to statements using the terms
        “may,”“expect to,”“believe,”“should,”“anticipate,” and other language employing
        a future aspect, are referred to as forward-looking statements, should be
        viewed
        as uncertain and should not be relied upon. Although our management believes
        that the results reflected in or suggested by these forward-looking statements
        are reasonable, all forward-looking statements involve risks and uncertainties
        and our actual future results may be materially different from the expectations
        expressed in such forward-looking statements. In particular, all statements
        included herein regarding activities, events or developments that the Company
        expect, believe or anticipate will or may occur in the future, including
        such
        things as future capital expenditures (including the amount and nature thereof),
        business strategy and measures to implement strategy, competitive strengths,
        goals, expansion and other such matters are forward-looking statements. The
        foregoing list is not exhaustive, and the Company disclaims any obligation
        to
        subsequently revise any forward-looking statements to reflect events or
        circumstances after the date of such statements.
 
 Actual
        events may differ materially from those anticipated in the forward-looking
        statements. Important factors that may cause such a difference include those
        risk factors summarized above. For additional information regarding these
        and
        other factors, see our Annual Report on Form 10-KSB for the year ended January
        31, 2005 and other recent filings with the SEC.
 
 
 **Item
        3. Controls and Procedures**
 
 The
        Company carried out an evaluation, with the participation of our Chief Executive
        and Chief Financial Officers, of the effectiveness, as of June 30, 2005,
        of our
        disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
        of the Securities Exchange Act of 1934). Based upon that evaluation, made
        at the
        end of the period, our Chief Executive Officer and Chief Financial Officer
        concluded that our disclosure controls and procedures are effective in alerting
        them on a timely basis to material information required to be disclosed in
        our
        periodic reports to the SEC, and that there has been no significant change
        in
        such internal controls, or other factors which could significantly affect
        such
        controls including any corrective actions with regard to significant
        deficiencies or material weaknesses, since our evaluation.
 
 13
  **PART
        II Other Information**
 
 
 **Item
        6. Exhibits**
  (a)
                    Exhibits31.1
                Rule
                    13a-14(a) Certification of Chief Executive Officer.31.2
                Rule
                    13a-14(a) Certification of Chief Financial Officer.32
                Section
                    1350 Certification.
 **SIGNATURES**
 
 Pursuant
        to the registration requirements of the Securities Exchange Act of 1934,
        the
        registrant has duly caused this report to be signed on its behalf by the
        undersigned thereunto duly authorized.
  **THUNDERBALL
                  ENTERTAINMENT, INC.**Date: August
                  11, 2005
                By:
                /s/ Tim
                  J. WalshTim J. Walsh
                  President and Chief Executive
                    Officer
  **THUNDERBALL
                    ENTERTAINMENT, INC.**Date: August
                    11, 2005
                  By:
                  /s/ Brian
                    D. NieburBrian
                        D. Niebur
                    Chief
                        Financial Officer
 14