U. S. Securities and 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: September 30, 2003

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

     For the transition period from ____________ to _____________

     Commission File Number:  000-32495


                PARAMCO FINANCIAL GROUP, INC.
               -------------------------------
              (Name of small business issuer as
                  specified in its charter)

             Delaware                       88-0441287
          --------------                  --------------
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)


  4610 So. Ulster Street, Suite 150, Denver, Colorado 80237
  ---------------------------------------------------------
     (Address of principal executive offices / Zip Code)

                      (720) 528-7303
                   ---------------------
                 (Issuer's telephone number)

                            N/A
                ----------------------------
   (Former name, former address and former fiscal year, if
                 changed since last report)

Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of
1934 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 [ ]

Applicable only to issuers involved in bankruptcy proceedings
during the preceding five years:

Check whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of
the Exchange Act of 1934 after the distribution of
securities under a plan confirmed by a court.  Yes [ ] No [ ]





                            - 1 -




Applicable only to corporate issuers:

State the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date: 31,014,060 as of November 14, 2003.

Transitional Small Business Disclosure Format (Check One):
Yes [ ]   No  [X]


































                            - 2 -





PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements



                   PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
                    CONSOLIDATED BALANCE SHEET
                       SEPTEMBER 30, 2003
                          (UNAUDITED)

                            ASSETS
                            ------

CURRENT ASSETS:
  Cash & cash equivalents                                        $    1,466
  Interest receivable                                                 3,936
  Note receivable                                                    10,000
  Due from officers                                                  57,080
                                                                 ------------
          Total current assets                                       72,482

OTHER ASSETS:
  Deposit                                                            86,535
  Goodwill                                                           69,000

                                                                 ------------
                                                                 $  228,017
                                                                 ============

            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                               $  767,864
  Accrued expenses                                                    8,862
  Notes payable                                                     822,435
  Convertible notes payable assumed on acquisition                   25,000
  Convertible notes payable                                         656,963
                                                                 ------------
                                                                  2,281,124

COMMITMENTS & CONTINGENCIES

STOCKHOLDERS' DEFICIT:
 Preferred stock - unclassified, $0.001 par value, 5,969,000
  shares authorized, none issued                                          -
 Preferred Stock - Series A convertible $0.001 par value per share,
   131,000  shares authorized, 131,000 shares issued                    131
 Preferred Stock - Series B convertible $0.001 par value per share,
   3,750,000  shares authorized, none issued                              -
 Preferred Stock - Series C convertible $0.001 par value per share,
   150,000  shares authorized, none issued                                -
  Common stock, $0.001 par value, 50,000,000
    shares authorized, 29,489,060 issued and outstanding             29,489
  Additional paid-in capital                                      1,554,798
  Shares to be issued                                                94,000
  Note receivable - Preferred stock                                 (18,000)
  Deficit accumulated during the development stage               (3,713,525)
                                                                 ------------
            Total stockholders' deficit                          (2,053,107)

                                                                 ------------
                                                                 $  228,017
                                                                 ============




   The accompanying notes are an integral part of these consolidated
                     financial statements.






                            - 3 -






                          PARAMCO FINANCIAL GROUP, INC.
                           (A development stage company)
                       CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
    AND  THE PERIOD FROM APRIL 22, 1996 (INCEPTION) TO SEPTEMBER 30, 2003
                                  (UNAUDITED)
<TABLE>
<CAPTION>


                                              For the three month periods    For the Nine month periods    April 22, 1996
                                                  ended September 30,            ended September 30,       (Inception) to
                                                 2003           2002           2003            2002         June 30, 2003
                                              ------------   ------------    ------------   -----------     -------------
<S>                                                 <C>            <C>            <C>            <C>              <C>

Net revenue                                   $         -    $         -     $        -     $   66,139      $   274,981

Operating expenses                                682,496        263,491      2,570,462        417,929        3,417,863
                                              ------------   ------------    ------------   -----------     -------------

Loss from operations                             (682,496)      (263,491)    (2,570,462)      (351,790)      (3,142,882)

Other income (expense):
  Loss on permanent decline of marketable
  securities                                            -              -              -              -         (315,711)
  Litigation settlement                                 -        (60,000)             -        (60,000)
  Recapitalization costs                                -              -              -              -          (32,647)
  Interest income                                   1,171              -          3,963              -            4,107
  Miscellaneous Expense                                 -        (13,776)             -        (28,823)
  Interest expense                               (136,402)        (3,126)      (148,041)        (6,525)        (226,392)
                                              ------------   ------------    ------------   -----------     -------------
       Total other income (expense)              (135,231)       (76,902)      (144,078)       (95,348)        (570,643)
                                              ------------   ------------    ------------   -----------     -------------

Net loss                                         (817,727)      (340,393)    (2,714,540)      (447,138)    $ (3,713,525)
                                                                                                            =============
Other comprehensive loss:
  Unrealized loss on investments
  available for sale                                    -       (230,690)             -       (230,690)
                                              ------------   ------------    ------------   -----------

Comprehensive Loss                            $  (817,727)   $  (571,083)  $ (2,714,540)  $   (677,828)
                                              ============   ============    ============   ===========

Basic and diluted net loss per share:         $     (0.03)   $     (0.05)  $      (0.23)  $      (0.07)
                                              ============   ============    ============   ===========
Basic and diluted weighted average
   shares outstanding                          29,150,892      6,291,953     11,897,362      6,047,353
                                              ============   ============    ============   ===========

Basic and diluted weighted average shares outstanding have been restated for
all the periods in connection with the reorganization on April 8, 2003.


</TABLE>



   The accompanying notes are an integral part of these consolidated
                     financial statements.





                            - 4 -






                     PARAMCO FINANCIAL GROUP, INC.
                     (A development stage company)
                CONSOLIDATED STATEMENTS OF CASH FLOW
 FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
  AND  THE PERIOD FROM APRIL 22, 1996 (INCEPTION) TO SEPTEMBER 30, 2003
                          (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                          April 22, 1996
                                                     September 30,     September 30,      (Inception) to
                                                         2003              2002         September 30, 2003
                                                    ---------------   ---------------   ------------------
<S>                                                        <C>               <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                         $ (2,714,540)     $   (447,138)      $  (3,713,525)
   Adjustments to reconcile net loss to net
   cash used in
      operating activities:
       Shares issued for services                      1,347,485           126,924           1,663,196
       Shares issued for interest payment                 45,798                 -              93,054
       Issuance of warrants                              114,700                 -             114,700
       Recapitalization on reverse acquisition                 -                 -              32,647
       (Increase)  in current assets                                                             4,250
           Prepaid Expense                                     -           (12,000)                  0
           Interest Receivable                            (3,936)                -              (3,936)
           Deposit                                       (86,000)             (535)            (86,535)
           Due from officers                             (52,480)                -             (52,480)
       Increase/ (decrease) in current liabilities:                                                  -
           Accounts payable and accrued expense          765,169            43,647           1,046,519
                                                    ---------------   ---------------   ------------------
   Total Adjustments                                   2,130,736           158,036           2,811,415
                                                    ---------------   ---------------   ------------------
       Net cash used in operating activities            (583,804)         (289,102)           (902,110)
                                                    ---------------   ---------------   ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Cash balance with the acquired                          -            42,943              42,943
     subsidiary
       Purchase of marketable securities                       -          (246,730)           (246,730)
       Payment of officer advances                             -                 -              (3,600)
       Payments of notes payable                               -                 -             (50,000)
       Proceeds from notes payable                        78,943           147,400             776,724
       Proceeds from issuance of debentures              461,963           659,000           1,120,963
       Proceeds from exercising of warrants               25,000                 -              25,000
                                                    ---------------   ---------------   ------------------
       Net cash provided by financing activities         565,906          (203,787)           (207,387)
                                                    ---------------   ---------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
       Payment of note receivable                              -             8,400             (10,000)
                                                    ---------------   ---------------   ------------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS       (17,898)          174,511               1,466

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                19,364               590                   -
                                                    ---------------   ---------------   ------------------

CASH & CASH EQUIVALENTS, ENDING BALANCE             $      1,466      $    175,101       $       1,466
                                                    ===============   ===============   ==================

</TABLE>




   The accompanying notes are an integral part of these consolidated
                     financial statements.




                            - 5 -






                  PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Basis of presentation

The   accompanying   unaudited  condensed  consolidated   interim
financial  statements have been prepared in accordance  with  the
rules  and  regulations of the Securities and Exchange Commission
for the presentation of interim financial information, but do not
include  all the information and footnotes required by  generally
accepted accounting principles for complete financial statements.
The  audited consolidated financial statements for the year ended
December  31,  2002  were  filed  on  April  16,  2003  with  the
Securities and Exchange Commission and are hereby referenced.  In
the  opinion of management, all adjustments considered  necessary
for a fair presentation have been included. Operating results for
the  three-month and nine month period ended September  30,  2003
are  not  necessarily  indicative of  the  results  that  may  be
expected for the year ended December 31, 2003.

The  accounting  policies of the Company are in  accordance  with
generally  accepted  accounting principles  and  conform  to  the
standards applicable to development stage companies.

Reclassifications

Certain  comparative  amounts have been reclassified  to  conform
with the current year's presentation.

Note 2 - Principles of consolidation

The  accompanying consolidated financial statements  include  the
accounts  of  Paramco Financial Group, Inc. (PFGI) and  its  100%
wholly owned subsidiaries Paramco Mortgage Corporation (PMC)  and
Paramco  Investments, Inc. (PII).  All significant  inter-company
accounts  and transactions have been eliminated in consolidation.
The  acquisition  of  Paramco Financial  Group,  Inc.  (PFGI)  on
September  10, 2002, was accounted for under the purchase  method
and  treated as a reverse acquisition since the former owners  of
PFGI  control  the majority of the outstanding shares  of  common
stock   of   the  combined  company  immediately  following   the
acquisition. The historical results for the nine-month and three-
month period ended September 30, 2003 and 2002 include PFGI,  PMC
and PII.

Note 3 - Recent pronouncements

On  April  30,  2003  the FASB issued SFAS No.  149  (SFAS  149),
Amendment of Statement 133 on Derivative Instruments and  Hedging
Activities. SFAS 149 amends and clarifies the accounting guidance
on  (1)  derivative  instruments  (including  certain  derivative
instruments   embedded  in  other  contracts)  and  (2)   hedging
activities that fall within the scope of SFAS No. 133 (SFAS 133),
Accounting  for  Derivative Instruments and  Hedging  Activities.
SFAS 149 also amends certain other existing pronouncements, which
will  result in more consistent reporting of contracts  that  are
derivatives   in   their  entirety  or  that   contain   embedded
derivatives  that  warrant  separate  accounting.  FAS   149   is
effective  (1) for contracts entered into or modified after  June
30,   2003,   with  certain  exceptions,  and  (2)  for   hedging
relationships designated after June 30, 2003. The guidance is  to
be  applied prospectively. The adoption of SFAS 149 does not have
a  material effect on the earnings or financial position  of  the
Company.

On  May  15,  2003,  the FASB issued SFASB No.  150  (SFAS  150),
Accounting for Certain Financial Instruments with Characteristics
of  both  Liabilities and Equity. SFAS 150 changes the accounting
for  certain financial instruments that, under previous guidance,
could  be  classified  as equity or "mezzanine"  equity,  by  now
requiring  those instruments to be classified as liabilities  (or
assets in some




                            - 6 -






                  PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



circumstances)  in the statement of financial position.  Further,
SFAS  150  requires  disclosure  regarding  the  terms  of  those
instruments  and  settlement alternatives. SFAS  150  affects  an
entity's    classification   of   the   following    freestanding
instruments:  a) Mandatorily redeemable instruments b)  Financial
instruments  to repurchase an entity's own equity instruments  c)
Financial instruments embodying obligations that the issuer  must
or  could  choose to settle by issuing a variable number  of  its
shares  or other equity instruments based solely on (i)  a  fixed
monetary  amount known at inception or (ii) something other  than
changes in its own equity instruments d) SFAS 150 does not  apply
to  features  embedded in a financial instrument that  is  not  a
derivative in its entirety. The guidance in SFAS 150 is generally
effective for all financial instruments entered into or  modified
after  May  31, 2003, and is otherwise effective at the beginning
of  the  first interim period beginning after June 15, 2003.  For
private  companies, mandatorily redeemable financial  instruments
are  subject to the provisions of SFAS 150 for the fiscal  period
beginning after December 15, 2003. The adoption of SFAS  No.  150
does  not  have  a  material impact on  the  Company's  financial
position or results of operations or cash flows.

Note 4 - Note receivable

The  Company has a note receivable from an entity for $10,000 due
on demand, unsecured, and bearing 10% interest, for cash advanced
by the Company to the entity on November 21, 2002.

Note 5 - Due from officer

This  amount  of  $57,080 represents the advance  payment  to  an
officer.  The amount is due on demand and unsecured and bears  an
interest rate of 6% per year. Interest for the nine month  period
ended September 30, 2003 amounted to $3,122.

Note 6 - Promissory notes payable:

Through  September  30,  2003, the Company  has  issued  secured
promissory notes amounting $672,473. The promissory notes  carry
interest  rates of 12% and 18 % per annum and are due in  twelve
months.  The  interest  is payable on a monthly  basis  and  the
principal  will be repaid at the end of the term.   The  Company
paid  back  $15,510  note  during the  nine-month  period  ended
September  30, 2003 resulting a balance of $656,963 at September
30, 2003.

All or part of loan proceeds may be rolled for an additional one-
year  term  under the same terms and conditions as  first  year.
Principal  is  secured  by  the Company  owned  publicly  traded
preferred  stock  of EMB Corporation. The promissory  notes  are
additionally  secured  by  500,000  common  shares  of  the  EMB
Corporation  and 1,000,000 privately held common shares  of  the
EMB  Corporation. The notes shall, at the option of the  holders
thereof, be immediately due and payable upon failure to make any
payment  due  or  for breach of any condition  of  any  security
interest,  mortgage,  pledge agreement or  guaranty  granted  as
collateral security for the notes or breach of any condition  of
any  security agreement or mortgage, if any, having  a  priority
over  any  security agreement or mortgage on collateral granted,
in  whole  or in part, as collateral security for the  notes  or
upon the filing of an assignment for the benefit of creditors,





                            - 7 -





                  PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



bankruptcy, or for relief under any provisions of the Bankruptcy
Code;  or by suffering an involuntary petition in bankruptcy  or
receivership  not vacated within thirty days.  On  December  31,
2002, the securities had zero value as described in Note 2.

In  addition,  the  Company has a convertible note  of  $25,000,
assumed  on reverse acquisition of The Prestige Group.net,  Inc.
(note  11).  The note is for a period of one year at an interest
rate  of  12% per annum. This note can be paid back in  cash  or
common  stock at a price 30% less than the average of the  three
lowest  bid price for the ten-day period preceding the date  the
note becomes due.

Note 7 - Convertible notes payable

Through  September  30, 2003, the Company has issued  redeemable
convertible notes amounting $822,435. The promissory notes carry
interest rates of 12% per annum and are due in twelve months. At
the  option of the holder after 30 days from issuance, the  note
can be converted, in whole or in part, into the Company's common
stock  at  the  conversion price equal  to  the  volume-weighted
trading  average  closing bid price during  the  10  consecutive
trading  days  immediately preceding the  conversion  date.  The
notes  are  subject  to  redemption by the  Company  before  its
maturity date, in cash, at the following amounts:

Up  to three months after issuance - 40% discount from principal
amount

More than three months and up to six months after issuance - 30%
discount from principal amount

More  than  six months and up to twelve months after issuance  -
20% discount from principal amount

More  than nine months and up to twelve months after issuance  -
10% discount from principal amount

The  Company  issued  105,685 shares of restricted  common  stock
valued at $ 42,468 as an incentive for a note. The incentive  has
been included with interest expense in the accompanying financial
statements

Note 8 - Stockholder's equity and related note receivable

On  March  20, 2002, the Company effectuated a 1:5 reverse  stock
split for all shareholders as of that date.

On  April  8, 2003, the Company effectuated a 1:10 reverse  stock
split for all shareholders as of that date.

All shares and per share amounts have been retroactively restated
to reflect the reverse split discussed above.

During  the three month period ended March 31, 2003, the  Company
issued  63,334  shares  of common stock for  consulting  fees  of
$10,250 to unrelated parties.

During  the  three month period ended June 30, 2003, the  Company
issued  5,100,800 shares of common stock for consulting  fees  of
$981,652  and issued 10,000 shares of restricted common stock  as
consideration  for an extension of the term  of  a  note  due  an
unrelated party.

During  the  three  month period ended September  30,  2003,  the
Company  issued  558,333 shares of restricted  common  stock  for
consulting fees valued at $355,583 and issued 105,685  shares  of
restricted  common stock for an incentive of a note valued  at  $
42,468.




                            - 8 -



                  PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



During  the three month period ended March 31, 2003, the  Company
issued 131,000 shares of Series A Convertible Preferred Stock for
a  note received for $18,000. The holders of the preferred shares
are  entitled to a dividend at a rate determined by the Company's
Board  of  Directors, on a pari passu basis with the  holders  of
Common  Shares  and  other  classes of preferred  shares  of  the
Company.  Preferred  shares are convertible into  shares  of  the
Company's  common  stock, par value $0.001 per  share.  The  note
receivable of $18,000 has been reflected in the equity section of
the accompanying financial statements.

During the three month ended June 30, 2003, the Company converted
4,677,046  shares  of common stock issued to officers  and  major
shareholders,  into  46,770 shares of Series D  Preferred  stock.
Each  share of Series D preferred stock is convertible  into  500
shares  of common stock of the company. Such conversion  rate  of
preferred  stock  in  to common stock would be  immune  from  the
reverse split of the Company's common stock on April 8, 2003.  On
April   8,  2003,  the  preferred  stocks  were  converted   into
23,385,230   shares  of  common  stock   as   a   part   of   the
reincorporation (note 15).

On  February  12,  2003, the Company authorized the  issuance  of
3,350,000  Warrants  entitling the holders of  such  Warrants  to
purchase  one share of common stock per Warrant as per following.
300,000  of such warrants shall be designated as Class A Warrants
with  an  exercise  price of $0.001 per share.  800,000  of  such
warrants shall be designated as Class B Warrants with an exercise
price  of  $0.20 per share. 1,000,000 of such warrants  shall  be
designated  as Class C Warrants with an exercise price  of  $0.35
per  share. 750,000 of such warrants shall be designated as Class
D  Warrants with an exercise price of $0.50 per share. 500,000 of
such  warrants  shall be designated as Class E Warrants  with  an
exercise  price of $0.73 per share. The Warrants shall expire  in
one year. In May 2003, the Company issued all of the warrants  to
two   unrelated  consultants.  The  Company  recorded  consulting
expense  of $114,700 based upon the average fair market value  of
the Common stock at the time of issuance of these warrants.

During  the  three  month ended September 30, 2003,  the  Company
received $25,000 from one of the warrant holder who exercised all
of  his  Class  A  Warrants and part of Class  B  Warrants.   The
Company  recorded  this $25,000 as shares  to  be  issued  as  of
September  30,  2003  since the shares were  not  issued  to  the
through September 30, 2003.

During  the  three  month ended September 30, 2003,  the  Company
closed  a transaction, whereby it acquired all of the issued  and
outstanding shares of capital stock of Royal Federal, Inc. (RFI).
In  exchange  for  all of the shares common  stock  of  RFI,  the
Company  agreed to issue an aggregate of 100,000  shares  of  its
restricted common stock (note 16).  The Company recorded  $69,000
as  shares to be issued for this transaction as of September  30,
2003 based upon market value of the shares.

The  common stock and warrants were valued based upon the average
fair market value of the freely trading shares of the Company  as
quoted on OTCBB on the date of issuance.

Note 9 - Basic and diluted net loss per share

Basic  and  diluted net loss per share for the nine-month  period
ended September 30, 2003 and 2002 was determined by dividing  net
loss  for the period by the weighted average number of basic  and
diluted  shares  of  common stock outstanding.  Weighted  average
number of shares used to compute basic and diluted loss per share
is  the  same  since the effect of dilutive securities  is  anti-
dilutive.

Note 10 - Supplemental disclosure of cash flows

The  Company  prepares  its statements of cash  flows  using  the
indirect   method  as  defined  under  the  Financial  Accounting
Standard No. 95.

The  Company paid $0 for income tax during the nine-month periods
ended September 30, 2003 and 2002. The Company paid $104,798  and
$0 for interest during the nine-month periods ended September 30,
2003 and 2002, respectively.




                            - 9 -






                  PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Note 11 - Change in control and acquisition

On  July  16,  2002, there was a change in control  from  Ashford
Capital  to Airline Communications, Ltd. through a Stock Purchase
Agreement  whereby Ashford Capital transferred 266,000 shares  of
the   Company's  $0.001  par  value  common  stock   to   Airline
Communications, Ltd.  Concurrently, the officers and the board of
directors  resigned and were replaced by the officers of  Airline
Communications,  Ltd.  In  addition,  the  former  officers   and
directors  of  the Company received all of the fixed  assets  and
inventory  of the Company and adjusted the promissory notes,  the
amount due from shareholder and the accrued interest as a part of
the acquisition transaction.

As a part of the above transaction, the Company, on September 10,
2002, closed a transaction, whereby it acquired all of the issued
and  outstanding  shares of capital stock  of  Paramco  Financial
Group, Inc., a Colorado corporation (formerly Paramount Financial
Group, Inc.) ("PFGI") from Douglas G. Gregg and Paul S. Sidey. In
exchange for all of the shares common stock of PFGI, the  Company
issued  an  aggregate of 156,250 shares of its restricted  common
stock, comprised of 146,250 shares to Douglas G. Gregg and 10,000
shares  to  Paul  S. Sidey, officers of the Company.  Douglas  G.
Gregg,  President, acting Chief Financial Officer and a  director
of  the Company, is also the President and a director of each  of
PFGI  and  its  two subsidiaries, Paramount Mortgage Investments,
Inc.  ("PMI")  and Paramount Real Estate Investment  Trust,  Inc.
("PREI"). Paul S. Sidey, Secretary and a director of the Company,
is  also  the Secretary and a director of each of PFGI,  PMI  and
PREI.  PFGI was incorporated on April 4, 1996 and is a  corporate
financial  services  firm specializing  in  the  development  and
placement  of  commercial  equipment  leasing  transactions   and
assisting clients with their capital formation needs.

The  acquisition  has  been treated as a capital  transaction  in
substance,  rather than a business combination, and is  deemed  a
"reverse  acquisition" for accounting purposes since  the  former
owners  of PFGI controlled majority of the total shares of Common
Stock  of  the  Company  outstanding  immediately  following  the
acquisition.  The officers and directors of the  Company  at  the
time of acquisition resigned their positions and the shareholders
of PFGI assumed control of the two entities.

On September 27, 2002, PFGI filed an Amendment to its Articles of
Incorporation with the Colorado Secretary of State to change  its
name to Paramco Financial Group, Inc.  Thereafter, on October 18,
2002, Paramco Financial Group, Inc. was merged with and into  its
parent,  the Company, and the Company changed its name to Paramco
Financial  Group, Inc. On October 17, 2002, the  subsidiaries  of
the  Company, Paramount Mortgage Investments, Inc. and  Paramount
Real Estate Investment Trust, Inc. changed their names to Paramco
Mortgage Corporation and Paramco Investments, Inc., respectively.





                            - 10 -





                  PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Note 12 - Commitments and litigation

Commitments:

On  August  14,  2002,  the Company signed an  agreement  with  a
consultant,   an  unrelated  party,  for  services   related   to
development and execution of strategic planning efforts  for  the
Company.  The  term of the agreement is for a three-year  period.
Under the agreement, the Company will pay the consultant, a total
sum  of $1,500,000 in installments, by issuance of shares of  the
Company's  Common stock valued at the fair market  price  on  the
stock  exchange  on  which the shares of the  Company  are  being
traded. The installments shall be subject to the following terms:

  a) Within fifteen days of the execution of the agreement, the
     Company shall deliver 200,000 shares of common stock valued at
     29,740.
  b) Before December 1, 2002, and every three month thereafter,
     through  August 15, 2002, the Company shall deliver  to  the
     Consultant  shares of the Company's common  stock  equal  to
     $100,000.
  c) On or before August 15, 2002, the Company shall deliver to
     the Consultant shares of the Company's common stock equal to
     $300,000.

On  August  14,  2002,  the Company signed an  agreement  with  a
consultant,   an  unrelated  party,  for  services   related   to
development and execution of strategic planning efforts  for  the
Company. The term of the agreement is through December 31,  2003.
Under the agreement, the Company will pay the consultant fees  in
the  form of 220,000 shares of the Company's Common stock  valued
at $30,514.

On  September  19, 2002, the Company signed an agreement  with  a
consultant,   an  unrelated  party,  for  services   related   to
development and execution of strategic planning efforts  for  the
Company.  The term of the agreement is through August  31,  2003.
Under the agreement, the Company will pay the consultant fees  in
the  form of 200,000 shares of the Company's Common stock  valued
at $29,740.

On  October  10,  2002, the Company signed an  agreement  with  a
consultant,   an  unrelated  party,  for  services   related   to
development and execution of strategic planning efforts  for  the
Company. The term of the agreement is through September 30, 2003.
Under the agreement, the Company will pay the consultant fees  in
the  form of 500,000 shares of the Company's Common stock. As  of
December  31,  2002, none of 500,000 shares were issued  and  the
Company   recorded  125,000  shares  to  be  issued  for  $4,250.
Subsequently, in April 2003, this agreement was cancelled and the
parties  agreed  to  consider the issuance of 150,000  shares  in
aggregate  of the Company's common stock as full satisfaction  of
all claims against the Company.

On  February  12,  2003 the Company signed consulting  agreements
with  five  individuals and entities, all of which are  unrelated
parties,   to  provide  various  services.   Pursuant  to   these
consulting agreements the Company issued the following:  On April
16,  2003,  an aggregate of 5,000,000 shares of its common  stock
that had been the subject of the Registration Statement on Form S-
8  filed with and declared effective by the SEC on or about April
11,  2003;  on May 14, 2003, 1,000,000 Class C Warrants,  750,000
Class  D Warrants and 500,000 Class E Warrants; on May 19,  2003,
300,000  Class A Warrants and  800,000 Class B Warrants;  and  on
June  25,  2003,  100,000 shares of its restricted  common  stock
(See Note 8 for additional information concerning the warrants).






                            - 11 -





                  PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Litigation:

On  April 24, 2003, Paramco Financial Group, LLC and Mr.  Douglas
G. Gregg, the president and chairman of the board of directors of
the  Company was named as a defendant in a lawsuit styled,  State
of Colorado, Arthur Hall, vs. Paramount Financial Group, Inc.,  a
Colorado  corporation, Douglas G. Gregg, president and  director,
in  his official and individual capacities, in the District Court
of  the  Denver County, Colorado, Case No. 03 CV 2874.  Plaintiff
has alleged causes of action against the defendants for breach of
contract,  promissory  estoppel, and  intentional  and  negligent
misrepresentation  and  causes of action against  Mr.  Gregg  for
promissory     estoppel,    intentional     interference     with
contract/financial  expectancy,  and  intentional  and  negligent
misrepresentation  for failure and refusal to pay  plaintiff  the
compensation  and travel expenses to which he is  entitled  under
the contracts. Plaintiff has requested the following relief:  (i)
compensatory  damages  including  the  payment  of  all  contract
payments, back pay, bonuses, and front pay to which plaintiff was
and  is entitled, (ii) compensatory damages including payment for
emotional   distress  suffered  by  plaintiff  as  a  result   of
defendants'   conduct,  (iii)  punitive  damages  on  defendants'
willful  and wanton breach of contract and on all claims  allowed
by  law,  (iv) defendants pay plaintiff's attorney fees  and  the
costs  of  this  action, including expert witness  fees,  on  all
claims allowed by law,  (v) defendants pay pre- and post-judgment
interest  at  the lawful rate, and (vi)  any further relief  that
this court deems just and proper, and any other relief as allowed
by  law.   Both  the Company and Mr. Gregg have filed  responsive
pleadings  denying the allegations of the complaint. The  Company
intends to defend its legal position vigorously.

Note 13 - Going concern

These financial statements have been prepared in accordance  with
generally  accepted accounting principles applicable to  a  going
concern,  which  contemplates the realization of assets  and  the
satisfaction of liabilities and commitments in the normal  course
of   business.   As  of  September  30,  2003,  the  Company  has
accumulated  operating  losses  of  $3,713,525  since  inception,
including  a  net  loss of $2,714,540 for the  nine-month  period
ended September 30, 2003. The Company's ability to continue as  a
going  concern  is contingent upon the successful  completion  of
additional financing arrangements and its ability to achieve  and
maintain profitable operations.  Management plans to raise equity
capital to finance the operating and capital requirements of  the
Company.  Amounts raised will be used for further development  of
the  Company's  products, to provide financing for marketing  and
promotion, to secure additional property and equipment,  and  for
other  working capital purposes. While the Company  is  expending
its  best  efforts  to  achieve the  above  plans,  there  is  no
assurance that any such activity will generate funds that will be
available for operations.

Note 14- Annulment and Amending Agreement

On January 31, 2003, the Company closed a transaction, whereby it
acquired  all  of  the issued and outstanding shares  of  capital
stock  of  Woodlands  S.A.  Financial  Services,  Inc.,  a  Texas
corporation  ("Woodlands")  from Michael  S.  Goodlett,  Sr.  and
Terrence  Riely, pursuant to a Purchase Agreement  dated  January
31,  2003.  In exchange for all of the shares of common stock  of
Woodlands, the Company issued an aggregate of 150,000  shares  of
its restricted Series C Convertible Preferred Stock, comprised of
75,000  shares to Michael S. Goodlett, Sr. and 75,000  shares  to
Terrence Riely. As a part of the transaction, Terrence Riely  was
named to the Board of Directors of the Company. Woodlands was  to
continue  to operate as a wholly owned subsidiary of the  Company
with  Mr. Goodlett and Mr. Riely remaining in their positions  of
Director  and  President  and Director  and  Secretary/Treasurer,
respectively.

Woodlands,  incorporated in the State of  Texas  on  October  24,
1995,  is  a  specialty finance company            that  provides
asset-backed financing to healthcare service providers.  Its core
business  is  medical           receivables  finance.   Woodlands
provides these services solely in the United States.

On May 2, 2003 the Company entered into an Annulment and Amending
Agreement  with Michael S.  Goodlett  and  Terrence   Riely  (the
"Amending   Agreement")   to   annul  the    closing    of    the
transaction   provided   for  in the Purchase   Agreement   dated
January  31,  2003,  by  and  among  the  Company   and   Messrs.
Goodlett  and Riely  whereby the Company was  to  acquire all  of
the   issued   and outstanding capital stock  of  Woodlands  S.A.
Financial  Services,  Inc. from Messrs.  Goodlett  and  Riely  in
exchange  for  an  aggregate of 150,000 shares of  the  Company's
Series  C  Convertible Preferred Stock.   As  a  result  of  this
agreement, the  parties  have returned  all of the capital  stock
of  Woodlands   to   Messrs. Goodlett  and   Riely   and  Messrs.
Goodlett  and  Riely  have returned  the  150,000 shares of   the
Company's  Series  C Convertible  Preferred Stock to the Company.
The  Amending Agreement also provides that the Purchase Agreement
shall otherwise remain  in  full  force  and  effect   with    an
anticipated  new  closing date to occur upon  completion  of  the
audit  of Woodlands' financial statements and their delivery  to,
and  their  acceptance by, the Company.  In the  event  that  the
completion  and acceptance is not completed by August  28,  2003,
the  Purchase Agreement is subject to cancellation by the Company
at  its  sole  option.  To  date, the transaction  has  not  been
consummated.






                            - 12 -






                  PARAMCO FINANCIAL GROUP, INC.
                  (A development stage company)
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Note 15- Reincorporation

Paramco    Financial   Group,   Inc.,   a   Nevada    corporation
(Corporation), reincorporated in Delaware through a merger of the
Corporation  into Paramco Financial Group, Inc., a  newly  formed
Delaware  corporation ("Paramco Delaware") with Paramco  Delaware
surviving the merger. The reincorporation was effected  on  April
8, 2003 and resulted in:

(i)   The Corporation being governed by the laws  of the State of
      Delaware;
(ii)  The right to receive one share of common stock of Paramco
      Delaware for each ten shares of Common stock of the Corporation
      owned as of the record date of the reincorporation
(iii) The persons serving presently as officers  and directors of the
      Corporation to serve in their respective capacities after the
      reincorporation;
(iv)  The  outstanding shares of Series D Convertible Preferred Stock
      of the Corporation being converted  into 23,385,230  shares  of
      Paramco Delaware's common stock that will represent approximately
      98.7% of the total number of outstanding shares of Paramco
      Delaware after the reincorporation;
(v)   Paramco Delaware's Certificate of Incorporation authorizing the
      issuance of 100,000,000 shares  of common stock and 10,000,000
      shares of preferred stock;
(vi)  Authority to adopt the 2003 Directors,  Officers and consultants
      Stock Option, Stock Warrant and Stock Award Plan;
(vii) The  board of directors to be divided into three classes which
      shall be as nearly equal in number as possible.

Note 16 - Acquisition of Royal Federal, Inc.

Pursuant  to a Purchase Agreement dated September 19, 2003,   the
Company  closed  a transaction, whereby it acquired  all  of  the
issued  and outstanding shares of capital stock of Royal Federal,
Inc.,  a Louisiana corporation ("RFI").   In exchange for all  of
the  shares common stock of RFI, the Company agreed to  issue  an
aggregate of 100,000 shares of its restricted common stock valued
at  $69,000  to  two  previous owners.  RFI  is  a  New  Orleans,
Louisiana  - based mortgage broker, specializing in the sub-prime
mortgage   lending   market  in  the  state  of   Louisiana   and
Mississippi. At the date of acquisition, Royal Federal, Inc.  had
insignificant  operations and minimal of  assets,  therefore,  no
proforma information has been presented. The Company has recorded
goodwill of $69,000 on the acquisition of Royal Federal, Inc.

Note 17 - Subsequent Events

Subsequent  to the period ended September 30, 2003,  the  Company
issued 100,000 shares for the acquisition of Royal Federal,  Inc.
(note 16), and 1,425,000 shares for the consulting fees.








                            - 13 -





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

Forward-Looking Statements

     This Quarterly Report for Paramco Financial Group, Inc.
(the "Company") contains forward-looking statements about
our business, financial condition and prospects that reflect
management's assumptions and beliefs based on information
currently available.  We can give no assurance that the
expectations indicated by such forward-looking statements
will be realized.  If any of our management's assumptions
should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should
materialize, our actual results may differ materially from
those indicated by the forward-looking statements.

     The key factors that are not within our control and
that may have a direct bearing on operating results include,
but are not limited to, acceptance of our services, our
ability to expand our customer base, management's' ability
to raise capital in the future, the retention of key
employees, intense competition in our industry, changes in
the regulation of our industry, seasonality of quarterly
results, general economic downturns, and other risks
detailed from time to time in the Company's filings with the
Securities and Exchange (the "SEC").

     There may be other risks and circumstances that
management may be unable to predict.  When used in this
Quarterly Report, words such as, "believes," "expects,"
"intends," "plans," "anticipates," "estimates" and similar
expressions are intended to identify forward-looking
statements, as defined in Section 21E of the Securities
Exchange Act of 1934, although there may be certain forward-
looking statements not accompanied by such expressions.

     Readers are urged to carefully review and consider the
various disclosures made by the Company in this Quarterly
Report, as an attempt to advise interested parties of the
risks and factors that my affect the Company's business,
financial conditions, and results of operations and
prospects.

Recent Changes in Business Strategy, Change in Control and
Change in Corporate Structure

     On July 13, 1999, we were incorporated in the State of
Nevada under the name "Prestige Jewelry, Inc." and on
February 4, 2002 our name was changed to "The Prestige
Group.Net, Inc."  Effective April 8, 2003, we changed our
state of domicile to Delaware.  We sometimes refer to our
company in this Annual Report as the "Company".

     On July 16, 2002, Ashford Capital LLC, a California
limited liability company ("Ashford"), sold 2,660,000 shares
of our common stock to Airline Communications, Ltd., a
Nevada corporation ("Airline").  This stock represented
60.92% of the total issued and outstanding common stock of
the Company and constituted a change of control of the
Company.




                            - 14 -





     In conjunction with the acquisition of a controlling
interest in the common stock of the Company, on July 16,
2002, the Board of Directors elected Douglas G. Gregg and
Paul S. Sidey to be members of the Board of Directors.
Immediately thereafter, Joseph M. Dzierwa and Pamela J.
Dzierwa resigned as Directors of the Company.  Neither Mr.
nor Ms. Dzierwa had, at the time of their resignations or at
any prior time, any disagreement with the Company on any
matter relating to the Company's operations, policies, or
practices.  Their resignations were solely to facilitate the
change in control of the Company.  In addition, on July 16,
2002, the Board of Directors elected Douglas G. Gregg as
President and Acting Chief Financial Officer and Paul S.
Sidey as Secretary.  Both Messrs. Gregg and Sidey were also
directors, officers and shareholders of Airline at the time
of the change of control and their election as officers and
directors of the Company.

     At that same time, we abandoned the intended focus of
our business from a web-centered jewelry, precious metals,
gemstone and one-of-a-kind commerce center, which was never
implemented, and adopted a business strategy - a financial
services firm, specifically, mortgages, equipment financing
and leasing, business financing, and investments in
mortgages and real property through a Real Estate Investment
Trust.  In order to effectuate this business plan, we
commenced a program of acquiring established businesses that
operate in the financial services marketplace.

     On September 10, 2002, we acquired Paramount Financial
Group, Inc. ("Paramount") a Denver, Colorado-based
corporation that Douglas G. Gregg, our then President, now
Chairman of the Board and Chief Executive Officer, and one
of our directors, founded in 1996.  At the time of the
acquisition Mr. Gregg was a shareholder, director and
President of Paramount.  Paramount specializes in the
development and placement of private debt financing and
commercial equipment leasing transactions.  Mr. Sidey, our
then Secretary, now President, and one of our directors, was
also a shareholder, Secretary and a director of Paramount.
The transaction provided for us to acquire 5,000,000 shares
of common stock of Paramount, which constitutes all of the
issued and outstanding capital stock of Paramount.  In
exchange therefor, we issued 1,462,500 shares of our common
stock to Douglas G. Gregg and 100,000 shares of our common
stock of Paul S. Sidey.  At the time of its acquisition,
Paramount also was structured with two wholly owned
subsidiaries, Paramount Mortgage Investments, Inc. and
Paramount Real Estate Investment Trust, Inc.  Although
neither of these subsidiaries was operational at the time of
the acquisition, both are poised to implement operations in
the mortgage banking and real estate and mortgage investment
business, respectively.

     On September 27, 2002, Paramount filed an Amendment to
its Articles of Incorporation with the Colorado Secretary of
State to change its name to Paramco Financial Group, Inc.
Thereafter, on October 18, 2002, Paramco Financial Group,
Inc. was merged with and into its parent, the Company, and
the Company changed its name to Paramco Financial Group,
Inc.  Articles of Merger were filed with the Nevada
Secretary State and the Colorado Secretary of State on
October 7, 2002 and October 29, 2002, respectively, both
with the October 18, 2002 effective date.




                            - 15 -






     On October 17, 2002, our subsidiaries, Paramount
Mortgage Investments, Inc. and Paramount Real Estate
Investment Trust, Inc. changed their names to Paramco
Mortgage Corporation and Paramco Investments, Inc.,
respectively.

     The acquisition by the Company of Paramco Financial
Group, Inc. (formerly Paramount Financial Group, Inc.) and
its subsidiaries, on September 30, 2002, was treated as a
reverse acquisition for accounting purposes and the
historical results reflected in the financial statements and
discussed herein are those of the entity formerly known as
Paramount Financial Group, Inc.

     On September 24, 2002, we entered into a Letter of
Intent with Michael S. Goodlett and Terrence Riely to
acquire all of the capital stock of Woodlands S.A. Financial
Services, Inc. ("Woodlands"), a Texas corporation, based in
San Antonio, Texas.  Woodlands provides financing for
medical, credit card and other like receivables.  On January
31, 2003, this transaction closed.  Further information
concerning the acquisition of Woodlands is contained in the
Company's Current Report on Form 8-K, which was filed with
the Securities and Exchange Commission on February 18, 2003.

     On May 2, 2003, we entered into an Annulment and
Amending Agreement with Michael S. Goodlett and Terrence
Riely (the "Amending Agreement") to annul the closing of the
transaction provided for in the Purchase Agreement dated
January 31, 2003, by and among the Company and Messrs.
Goodlett and Riely (the "Purchase Agreement").  As a result
of the Amending Agreement, the parties have returned all of
the capital stock of Woodlands to Messrs. Goodlett and Riely
and Messrs. Goodlett and Riely have returned the 150,000
shares of the Company's Series C Convertible Preferred Stock
to the Company.  The Amending Agreement also provides that
the Purchase Agreement shall otherwise remain in full force
and effect with an anticipated new closing date to occur
upon completion of the audit of Woodlands' financial
statements and their delivery to, and their acceptance by,
the Company.  In the event that the completion and
acceptance is not completed by August 28, 2003, the Purchase
Agreement is subject to cancellation by the Company at its
sole option.   As of the date of this Quarterly Report the
Company has not made a decision concerning cancellation of
the proposed transaction.   Further information concerning
the Amending Agreement is contained in the Company's Current
Report on Form 8-K, which was filed with the Securities and
Exchange Commission on May 6, 2003.

     On July 25, 2003, the Company acquired all of the
issued and outstanding capital stock of Alliance Capital
Group, Inc. ("Alliance"), a Delaware corporation, from Jimmy
L. Pfeffer, Jr.  Alliance, based in Dallas, Texas, will be
engaged in the business of purchasing and collecting
delingquent credit card debt.  Alliance operates as a wholly
onwed subisdiary of the Company.  Further information
concerning this acquisition is contained in the Company's
Current Report on Form 8-K, which was filed with the
Securities and Exchange Commission on May 30, 2003.




                            - 16 -





     On September 19, 2003, the Company acquired all of the
issued and outstanding capital stock of Royal Federal, Inc.
("RFI"), a Louisiana corporation, from Ronald P. Savoie and
Lawrence B. Kolber.  RFI, based in New Orleans, Louisiana,
will be engaged in the sub-prime, residential mortgage
lending market in Louisiana and Mississippi.  RFI operates
as a wholly owned subsidiary of the Company. Further
information concerning this acquisition is contained in the
Company's Current Report on Form 8-K, which was filed with
the Securities and Exchange Commission on October 2, 2003.

     Our Company's common stock is quoted on the OTC
Bulletin Board under the symbol "PFDE."

Results of Operations

     The acquisition by the Company of Paramco Financial
Group, Inc. (formerly Paramount Financial Group, Inc.) and
its subsidiaries, on September 30, 2002, was treated as a
reverse acquisition for accounting purposes and the
historical results reflected in the financial statements and
discussed herein are those of the entity formerly known as
Paramount Financial Group, Inc.

     Operations for the Three Months ended September 30,
2003, as compared to the Three Months ended September 30,
2002.

Revenues

     During the three months ended September 30, 2003, we
had no revenues nor did we have revenues in the same period
for the prior year

Costs and Expenses

     Inasmuch as there were no revenues during the three-
month periods ended September 30, 2003 and September 30,
2002, there were no costs or expenses attributable to sales
for either period.

Salaries and Wages

     Salaries and wages totaled $212,496 in the three-month
period ended September 30, 2003 compared to $-0- in the
three months ended September 30, 2002.  This increase is
attributable to the commencement of salaries being paid
and/or accrued for employees, including officers.

General and Administrative Expenses

     General and administrative expenses totaled $164,646
in the three-month period ended September 30, 2003 compared
to $19,644 in the three months ended September 30, 2002, an
increase of $184,290, or 94%.  This increase is
attributable almost entirely to an increase in consulting
fees and legal, accounting and




                            - 17 -





other professional fees and results
from non-recurring accruals for the consulting fees expenses
normally incurred by public companies, i.e., legal,
accounting, etc.  Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.

Interest Expense

     Interest expense totaled $21,970 for the three-month
period ended September 30, 2003 compared to $2,725 in the
three months ended September 30, 2002, an increase of
$19,245 or 706%.  This increase was due primarily to the
debt service resulting from the sale of convertible notes by
the Company, primarily over the past 12-month period.

Net Profit (Loss)

     During the three months ended September 30, 2003, our
loss was $817,727 or ($0.03) per share, as compared to our
loss during the three months ended September 30, 2002 of
$571,083 or ($0.05) per share. Historical results from 2002
are reflective of the non-public status of the entity
formerly known as Paramount Financial Group, Inc. and the
per share losses are reflective of the recapitalization upon
reverse merger on September 10, 2002 and the reorganization
on April 8, 2003.

     Operations for the Nine Months ended September 30,
2003, as compared to the Nine Months ended September 30,
2002.

Revenues

     During the nine months ended September 30, 2003, we had
no revenues compared to $66,139 during the nine months ended
September 30, 2002.  This decrease is reflective of change
of status of the Company from private to development stage
public ownership of the Company in September 2002.

Costs and Expenses

     Inasmuch as there were no revenues during the nine-
month period ended September 30, 2003 and limited revenues
during the nine months ended September 30, 2002, there were
no costs or expenses attributable to sales for either
period.

Salaries and Wages

     Salaries and wages totaled $637,488 in the nine-month
period ended September 30, 2003 compared to $-0- in the nine
months ended September 30, 2002.  This increase is
attributable to the commencement of salaries being paid
and/or accrued for employees, including officers.




                            - 18 -





General and Administrative Expenses

     General and administrative expenses totaled $1,932,274
in the nine-month period ended September 30, 2003 compared
to $393,634 in the nine months ended September 30, 2002, an
increase of $1,539,340, or 391%.  This increase is
attributable almost entirely to an increase in consulting
fees and legal, accounting and other professional fees and
results from non-recurring accruals for the consulting fees
expenses normally incurred by public companies, i.e., legal,
accounting, etc.  Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.

Interest Expense

     Interest expense totaled $148,041 for the nine-month
period ended September 30, 2003 compared to $6,525 in the
nine months ended September 30, 2002, an increase of
$141,516 or 2,169%. This increase was due primarily to the
debt service resulting from the sale of convertible notes by
the Company, primarily over the past 12 month period.

Net Profit (Loss)

     During the nine months ended September 30, 2003, our
loss was $2,714,540 or ($0.23) per share, as compared to our
loss during the nine months ended September 30, 2002 of
$677,828 or ($0.07) per share.  Historical results from 2002
are reflective of the non-public status of the entity
formerly known as Paramount Financial Group, Inc. and the
per share losses are reflective of the recapitalization upon
reverse merger on September 10, 2002 and the reorganization
on April 8, 2003.

Liquidity and Capital Resources

     In the nine-month period ended September 30, 2003, net
cash of $583,804 was used by operating activities as
compared to the nine months ended September 30, 2002, when
operating activities used $289,102.  During the nine-month
period September 30, 2003, no cash was provided in investing
activities, compared to $8,400 cash provided in investing
activities in the nine-month period ended September 31,
2002.  Net cash of $565,906 was provided by financing
activities during the nine-month period ended September 30,
2003.  This compared to net cash of $203,787 used by
financing activities during the same period ended September
30, 2002.  The cash provided by financing came primarily
from the sale of promissory notes and debentures by the
Company and the exercise of warrants for the purchase of
common stock by a warrant holder.

     As of the quarter ended September 30, 2003, we had
$1,466 of current cash available.  Our management believes
that this is not sufficient to meet our needs for the
remainder of our 2003 fiscal year.  Since our inception on
April 22, 1996, the Company has incurred an accumulated
deficit of $3,713,525.  The Company requires immediate
proceeds from debt or equity financing to provide it with
working capital adequate to proceed with its proposed
acquisitions and to go forward with its plan of operations.




                            - 19 -





     As a result of these factors, the Company's independent
auditors issued their audit report for the fiscal year ended
December 31, 2002, with a "going concern" opinion:  "This
raises substantial doubt about its ability to continue as a
going concern."  None of the factors addressed by the
Company's independent auditors has been mitigated during the
three-month period ended September 30, 2003, and the "going
concern" issues remain.   We intend for the Company to seek
private equity and/or debt capital to initiate our mortgage
operations by Paramco Mortgage Corporation and our
investment operations by Paramco Investments, Inc.  There
can be no assurances that any such capital will be available
on terms acceptable to us, or at all.  However, management
believes that the new focus of our business on the financial
services sector will enable us to acquire existing
businesses in that sector and to utilize these acquisitions
in an effort to raise the capital necessary to resolve these
"going concern" issues.

Recent Accounting Pronouncements

     On April 30, 2003, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 149 (SFAS 149), Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities.  SFAS 149 amends and clarifies the accounting
guidance on (1) derivative instruments (including certain
derivative instruments embedded in other contracts) and (2)
hedging activities that fall within the scope of SFAS No.
133 (SFAS 133), Accounting for Derivative Instruments and
Hedging Activities.  SFAS 149 also amends certain other
existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in
their entirety or that contain embedded derivatives that
warrant separate accounting.  SFAS 149 is effective (1) for
contracts entered into or modified after June 30, 2003, with
certain exceptions, and (2) for hedging relationships
designated after June 30, 2003.  The guidance is to be
applied prospectively.  The adoption of SFAS 149 does not
have a material impact on the earning or financial position
of the Company.

           On May 15, 2003, FASB issued SFAS 150, Accounting
for  Certain  Financial Instruments with Characteristics  of
both Liabilities and Equity. SFAS 150 changes the accounting
for  certain  financial  instruments  that,  under  previous
guidance,  could  be  classified as  equity  or  "mezzanine"
equity,  by now requiring those instruments to be classified
as  liabilities  (or  assets in some circumstances)  in  the
statement of financial position. Further, SFAS 150  requires
disclosure  regarding  the terms of  those  instruments  and
settlement  alternatives.  SFAS  150  affects  an   entity's
classification of the following freestanding instruments: a)
Mandatorily  redeemable instruments b) Financial instruments
to   repurchase  an  entity's  own  equity  instruments   c)
Financial instruments embodying obligations that the  issuer
must  or could choose to settle by issuing a variable number
of  its  shares or other equity instruments based solely  on
(i)  a  fixed  monetary amount known at  inception  or  (ii)
something  other than changes in its own equity  instruments
d)  SFAS  150  does  not  apply to features  embedded  in  a
financial  instrument  that  is  not  a  derivative  in  its
entirety.  The  guidance in SFAS 150 is generally  effective
for all financial instruments entered into or modified after
May 31, 2003, and is otherwise effective at the beginning of
the  first interim period beginning after June 15, 2003. For
private    companies,   mandatorily   redeemable   financial
instruments  are subject to the provisions of SFAS  150  for
the  fiscal  period beginning after December 15,  2003.  The
Company does not expect the adoption of SFAS No. 150 to have
a  material  impact on its financial position or results  of
operations or cash flows.




                            - 20 -





Item 3.        Controls and Procedures

Quarterly evaluation of the company's Disclosure Controls
and Internal Controls.

     Within the 90 days prior to the date of this Quarterly
Report on Form 10-QSB, the company evaluated the
effectiveness of the design and operation of its "disclosure
controls and procedures" (Disclosure Controls), and its
"internal controls and procedures for financial reporting"
(Internal Controls). This evaluation (the Controls
Evaluation) was done under the supervision and with the
participation of management, including our Chief Executive
Officer (CEO) and Acting Chief Financial Officer (CFO).
Rules adopted by the SEC require that in this section of the
Quarterly Report we present the conclusions of the CEO and
the CFO about the effectiveness of our Disclosure Controls
and Internal Controls based on and as of the date of the
Controls Evaluation.

CEO and CFO Certifications.

     Appearing immediately following the Signatures section
of this Quarterly Report there is form of "Certification" of
the CEO and the CFO. This Certification is required in
accord with Section 302 of the Sarbanes-Oxley Act of 2002
(the Section 302 Certification). This section of the
Quarterly Report which you are currently reading is the
information concerning the Controls Evaluation referred to
in the Section 302 Certifications and this information
should be read in conjunction with the Section 302
Certifications for a more complete understanding of the
topics presented.

Disclosure Controls and Internal Controls.

     Disclosure Controls are procedures that are designed
with the objective of ensuring that information required to
be disclosed in our reports filed under the Securities
Exchange Act of 1934 (Exchange Act), such as this Quarterly
Report, is recorded, processed, summarized and reported
within the time periods specified in the Securities and
Exchange Commission's (SEC) rules and forms. Disclosure
Controls are also designed with the objective of ensuring
that such information is accumulated and communicated to our
management, including the CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure.
Internal Controls are procedures which are designed with the
objective of providing reasonable assurance that (1) our
transactions are properly authorized; (2) our assets are
safeguarded against unauthorized or improper use; and (3)
our transactions are properly recorded and reported, all to
permit the preparation of our financial statements in
conformity with generally accepted accounting principles.






                            - 21 -





Limitations on the Effectiveness of Controls.

     The company's management, including the CEO and CFO,
does not expect that our Disclosure Controls or our Internal
Controls will prevent all error and all fraud. A control
system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the
design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the company
have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design
of any system of controls also 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; over time, control may become inadequate because
of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be
detected.

Scope of the Controls Evaluation.

     The CEO/CFO evaluation of our Disclosure Controls and
our Internal Controls included a review of the controls'
objectives and design, the controls' implementation by the
company and the effect of the controls on the information
generated for use in this Quarterly Report. In the course of
the Controls Evaluation, we sought to identify data errors,
controls problems or acts of fraud and to confirm that
appropriate corrective action, including process
improvements, were being undertaken. This type of evaluation
will be done on a quarterly basis so that the conclusions
concerning controls effectiveness can be reported in our
Quarterly Reports on Form 10-QSB and Annual Report on Form
10-KSB. Our Internal Controls are also evaluated on an
ongoing basis by other personnel in our organization and by
our independent auditors in connection with their audit and
review activities. The overall goals of these various
evaluation activities are to monitor our Disclosure Controls
and our Internal Controls and to make modifications as
necessary; our intent in this regard is that the Disclosure
Controls and the Internal Controls will be maintained as
dynamic systems that change (including with improvements and
corrections) as conditions warrant. Among other matters, we
sought in our evaluation to determine whether there were any
"significant deficiencies" or "material weaknesses" in the
company's Internal Controls, or whether the company had
identified any acts of fraud involving personnel who have a
significant role in the company's Internal Controls. This
information was important both for the Controls Evaluation
generally and because items 5 and 6 in the Section 302
Certifications of the CEO and CFO require that the CEO and
CFO disclose that information to our Board's Audit Committee
(or persons performing the equivalent functions) and to our
independent auditors and to report on related matters in
this section of the Quarterly Report. In the professional
auditing literature, "significant deficiencies" are referred




                            - 22 -





to as "reportable conditions"; these are control issues that
could have a significant adverse effect on the ability to
record, process, summarize and report financial data in the
financial statements. A "material weakness" is defined in
the auditing literature as a particularly serious reportable
condition where the internal control does not reduce to a
relatively low level the risk that misstatements caused by
error or fraud may occur in amounts that would be material
in relation to the financial statements and not be detected
within a timely period by employees in the normal course of
performing their assigned functions. We also sought to deal
with other controls matters in the Controls Evaluation, and
in each case if a problem was identified, we considered what
revision, improvement and/or correction to make in accord
with our on-going procedures.

     In accord with SEC requirements, the CEO and CFO note
that, since the date of the Controls Evaluation to the date
of this Quarterly Report, there have been no significant
changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any
corrective actions with regard to significant deficiencies
and material weaknesses.

Conclusions.

     Based upon the Controls Evaluation, our CEO and CFO
have concluded that, subject to the limitations noted above,
our Disclosure Controls are effective to ensure that
material information relating to the Company and its
consolidated subsidiaries is made known to management,
including the CEO and CFO, particularly during the period
when our periodic reports are being prepared, and that our
Internal Controls are effective to provide reasonable
assurance that our financial statements are fairly presented
in conformity with generally accepted accounting principles.


PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

     Reference is made to the Company's Quarterly Report on
Form 10-QSB, Part II, Item 1 thereof, which was filed with
the Securities and Exchange Commission on August 19, 2003,
for a discussion of pending legal proceedings.

Item 2.        Changes in Securities and Use of Proceeds

     Our change of domicile reincorporation was effective on
April 8, 2003, through the merger of Paramco Financial
Group, Inc., a Nevada corporation, with, and into Paramco
Financial Group, Inc., a Delaware corporation, which was a
wholly-owned subsidiary of the Nevada corporation.  As a
result of the reincorporation, the Delaware corporation was
the surviving and resulting company.

     Our daily business operations continued after the
reincorporation as they were conducted by us prior to the
reincorporation at our principal executive offices at 4610
South Ulster Street, Suite 150, Denver, Colorado 80237.
Neither our executive officers nor our directors changed as
a result of the reincorporation.




                            - 23 -





     On the effective date of our reincorporation, and
subject to the terms of the reincorporation, (i) each ten
outstanding shares of the Nevada corporation's common stock
were converted into one share of the Delaware corporation's
common stock, (ii) all fractional shares of the Delaware
corporation's common stock that a holder of shares of the
Nevada corporation's common stock would otherwise have been
entitled to receive upon the exchange of common stock were
canceled and each such holder was entitled to receive one
whole share of the Delaware corporation's common stock, and
(iii) each outstanding share of the Nevada corporation's
common stock held by the Nevada corporation was retired and
canceled.

     As a result of the reincorporation, our authorized
capital stock consists of 100,000,000 shares of common
stock, par value $.001 per share, and 10,000,000 shares of
preferred stock, $.001 par value per share.  Our unissued
preferred stock will be issuable in series by action of our
board of directors.  Our board of directors will be
authorized, without further action by the stockholders, to
fix the designations, powers, preferences and other rights
and the qualifications, limitations, or restrictions of our
unissued preferred stock including preferences and other
terms that might discourage takeover attempts by third
parties.

     As of February 26, 2003, the record date for our
stockholders' consent, the authorized capital of the Nevada
corporation consisted of 50,000,000 shares of common stock,
$.001 par value, and 5,000,000 shares of Preferred Stock,
$.001 par value.  Approximately 7,817,011 shares of the
Nevada corporation's common stock and 4,031,000 shares of
the Nevada corporation's preferred stock were designated and
281,000 shares were outstanding.  After the record date and
prior to the effective date of the reincorporation,
4,677,046 shares of the Nevada corporation's common stock
were exchanged for 46,770 shares of Series D Convertible
Preferred Stock of the Nevada corporation.  After the
effective date of the reincorporation, the Series D
Convertible Preferred Stock automatically converted into
23,385,230 shares of the Delaware corporation's common
stock.  As of the date of this Quarterly Report, we have
approximately 29,025,042 shares of common stock issued and
outstanding.  With respect to our Preferred Stock, 4,031,000
shares have been classified as follows: Series A - 131,000
shares authorized with 131,000 issued and outstanding;
Series B - 3,750,000 shares authorized with none issued and
outstanding; and Series C - 150,000 authorized with none
issued and outstanding.  The remaining 5,969,000 shares of
Preferred are unclassified.

     During July and August, 2003, we issued an aggregate of
$183,685 of our one-year redeemable convertible debentures
to four individuals, one of whom had previously purchased
such a debenture and all of whom are otherwise unrelated
persons.  The debenture bears interest at the rate of 12%
per annum, interest compounded monthly and payable
concurrently with the principal.  This transaction was made
in reliance upon the exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended.




                            - 24 -






     During the three months ended September 30, 2003, we
issued an aggregate of 105,685 shares of our restricted
common stock, valued at $0.41 per share, to three unrelated
parties as an incentive for the placement of notes to such
individuals.  These stock transactions were made in reliance
upon the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended.

     During the three months ended September 30, 2003, we
issued an aggregate of 558,333 shares of our restricted
common stock, valued at $0.64 per share, to three
consultants to the Company, each of whom was an unrelated
party, in connection with consulting services rendered by
such entities.  These stock transactions were made in
reliance upon the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.

     On or about August 1, 2003, we issued 75,000 shares of
our restricted common stock, valued at $0.64 per share, to a
consultant to the Company, in connection with consulting
services rendered by such entity.  This stock transaction
was made in reliance upon the exemption from registration
under Section 4(2) of the Securities Act of 1933, as
amended.

     On September 19, 2003 the Company closed the
transaction with Messrs. Ronald P. Savoie and Lawrence
Kolber, whereby the Company acquired all of the capital
stock of Royal Federal, Inc.  In connection therewith the
Company issued 50,000 shares of its restricted common stock
to each of Messrs. Savoie and Kolber, for an aggregate of
100,000 shares.  This stock transaction was made in reliance
upon the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended.

     The Company has not paid any dividends on its Common
Stock and does not expect to do so in the foreseeable
future.  The Company intends to apply its earnings, if any,
in expanding its operations and related activities.  The
payment of cash dividends in the future will be at the
discretion of the Board of Directors and will depend upon
such factors as earnings levels, capital requirements, the
Company's financial condition and other factors deemed
relevant by the Board of Directors.  Further, payment of
cash dividends on our common stock is also subject to the
approval of the holders of our Series A Preferred Stock.  In
addition, the Company's ability to pay dividends may be
limited under future loan agreements of the Company which
restrict or prohibit the payment of dividends.

Item 3.    Default Upon Senior Securities

     None





                            - 25 -





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

     None

Item 5.        Other Information

     None

Item 6.        Exhibits and Reports on Form 8-K

     (a)  Exhibits:  (those items marked with "*" are filed
       herewith)

     Exhibit
     Number                        Description
     -------
     2.1       Agreement and Plan of Merger of Paramco
               Financial Group, Inc. (a Nevada corporation)
               with and into Paramco Financial Group, Inc.
               (a Delaware corporation) dated February 26,
               2003, was filed with the Secretary of State
               of the State of Nevada and the Secretary of
               State of the State of Delaware on April 7,
               2003, and was filed with the Securities and
               Exchange Commission on March 17, 2003 as
               Exhibit A to the Company's Schedule 14C -
               Definitive Information Statement - is hereby
               incorporated by this reference.

     3.1       Certificate of Incorporation of Paramco
               Financial Group, Inc., a Delaware
               corporation, dated March 12, 2003, was filed
               with the Secretary of State of the State of
               Delaware on March 14, 2003, and was filed
               with the Securities and Exchange Commission
               on March 17, 2003 as Exhibit B to the
               Company's Schedule 14C - Definitive
               Information Statement - is hereby
               incorporated by this reference.

     3.2       By-laws of Paramco Financial Group, Inc., a
               Delaware corporation, which were filed with
               the Securities and Exchange Commission on
               April 16, 2003 as Exhibit 3.2 to the
               Company's Annual Report on Form 10-KSB, are
               hereby incorporated by this reference.

     4.1       2003 Directors, Officers and Consultants Stock Option,
               Stock Warrant and Stock Award Plan, which was filed with the
               Securities and Exchange Commission on April 11, 2003 as
               Exhibit 4.1 to the Company's Registration Statement on Form
               S-8, is hereby incorporated by this reference.

     4.2       2002 Stock Plan, which was filed with the Securities
               and Exchange Commission on August 6, 2002 as Exhibit 4.1 to
               the Company's Registration Statement on Form S-8, is hereby
               incorporated by this reference.




                            - 26 -






     10.1      Purchase Agreement, dated June 13, 2002, by
               and between Ashford Capital LLC and Airline
               Communications, Ltd., which was filed with
               the Securities and Exchange Commission on
               July 25, 2002, as Exhibit 99.1 to the
               Company's Current Report on Form 8-K, is
               hereby incorporated by this reference.

     10.2      Secured Promissory Note of Airline
               Communications, Ltd. And Woodlands S.A.
               Financial Services, Inc., dated July 16,
               2002, which was filed with the Securities and
               Exchange Commission on July 25, 2002, as
               Exhibit 99.2 to the Company's Current Report
               on Form 8-K, is hereby incorporated by this
               reference.

     10.3      Security Agreement, dated July 16, 2002, by
               and among Airline Communications, Ltd. and
               Woodlands S.A. Financial Services, Inc. and
               Ashford Capital LLC, which was filed with the
               Securities and Exchange Commission on July
               25, 2002, as Exhibit 99.3 to the Company's
               Current Report on Form 8-K, is hereby
               incorporated by this reference.

     10.4      Letter of Intent, dated August 5, 2002, by
               and among Douglas G. Gregg and Paul S. Sidey
               and The Prestige Group.Net, Inc. which was
               filed with the Securities and Exchange
               Commission on August 5, 2002, as Exhibit 99.4
               to the Company's Current Report on Form 8-K,
               is hereby incorporated by this reference.

     10.5      Purchase Agreement by and among The Prestige
               Group.Net, Inc., Douglas G. Gregg and Paul S.
               Sidey dated September 10, 2002, which was
               filed with the Securities and Exchange
               Commission on September 12, 2002, as Exhibit
               10.5 to the Company's Current Report on Form
               8-K, is hereby incorporated by this
               reference.

     10.6      Purchase Agreement by and among Paramco Financial
               Group, Inc., Michael S. Goodlett and Terrence Riely dated
               January 31, 2003, which was filed with the Securities and
               Exchange Commission on February 18, 2003, as Exhibit 10.6 to
               the Company's Current Report on Form 8-K, is hereby
               incorporated by this reference.




                            - 27 -





     10.6.1    Annulment and Amending Agreement by
               and among Paramco  Financial Group, Inc.,
               Michael S. Goodlett and Terrence Riety, dated
               May 2, 2003, which was filed with the
               Securities and Exchange Commission on May 6,
               2003, as Exhibit 10.6.1 to the Company's
               Current Report on Form 8-K, is hereby
               incorporated by this reference.

     10.7.1    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Karin Hoermann,
               dated February 12, 2003, which was filed with
               the Securities and Exchange Commission on
               April 16, 2003 as Exhibit 10.7.1 to the
               Company's Annual Report on Form 10-KSB, is
               hereby incorporated by this reference.

     10.7.2    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Castlegate Group,
               Inc., dated February 12, 2003, which was
               filed with the Securities and Exchange
               Commission on April 16, 2003 as Exhibit
               10.7.2 to the Company's Annual Report on Form
               10-KSB, is hereby incorporated by this
               reference.


     10.7.3    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Trufello
               Associates, Ltd., dated February 12, 2003,
               which was filed with the Securities and
               Exchange Commission on April 16, 2003 as
               Exhibit 10.7.3 to the Company's Annual Report
               on Form 10-KSB, is hereby incorporated by
               this reference.

     10.7.4    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Jack Sherman, dated
               February 12, 2003, which was filed with the
               Securities and Exchange Commission on April
               16, 2003 as Exhibit 10.7.4 to the Company's
               Annual Report on Form 10-KSB, is hereby
               incorporated by this reference.

     10.7.5    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Resource Capital Management, Inc.,
               dated February 12, 2003, which was filed with the Securities
               and Exchange Commission on April 16, 2003 as Exhibit 10.7.5
               to the Company's Annual Report on Form 10-KSB, is hereby
               incorporated by this reference.

     10.8      Purchase Agreement by and between Paramco Financial
               Group, Inc., and Jimmy L. Pfeffer, Jr. dated July 17, 2003,
               which was filed with the Securities and Exchange Commission
               on July 31, 2003, as Exhibit 10.8 to the Company's Current
               Report on Form 8-K, is hereby incorporated by this
               reference.

     10.9      Purchase Agreement by and among Paramco Financial
               Group, Inc., and Ronald P. Savoie and Lawrence Kolber, dated
               Sepember 19, 2003, which was filed with the Securities and
               Exchange Commission on October 2, 2003, as Exhibit 10.9 to
               the Company's Current Report on Form 8-K, is hereby
               incorporated by this reference.




                            - 28 -




     31.1     *  Certification pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002 of Dougas G.
               Gregg.

     31.2     *  Certification pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002 of Terrence Riely.

     32.1     *  Certification pursuant to Section 906 of the
               Sarbanes-Oxley Act of
               2002 of Douglas G. Gregg.

     32.2     *  Certification pursuant to Section 906 of the
               Sarbanes-Axley Act of
               2002 of Terrence Riely.

     99.1      Purchase Agreement, dated June 13, 2002, by
               and between Ashford Capital LLC and Airline
               Communications, Ltd., which was filed with
               the Securities and Exchange Commission on
               July 25, 2002, as Exhibit 99.1 to the
               Company's Current Report on Form 8-K, is
               hereby incorporated by this reference.

     99.2      Secured Promissory Note of Airline
               Communications, Ltd. and Woodlands S.A.
               Financial Services, Inc., dated July 16,
               2002, which was filed with the Securities and
               Exchange Commission on July 25, 2002, as
               Exhibit 99.2 to the Company's Current Report
               on Form 8-K, is hereby incorporated by this
               reference.

     99.3      Security Agreement, dated July 16, 2002, by
               and among Airline Communications, Ltd. and
               Woodlands S.A. Financial Services, Inc. and
               Ashford Capital LLC, which was filed with the
               Securities and Exchange Commission on July
               25, 2002, as Exhibit 99.3 to the Company's
               Current Report on Form 8-K, is hereby
               incorporated by this reference.

     99.4      Letter of Intent, dated August 5, 2002, by
               and among Douglas G. Gregg and Paul S. Sidey
               and The Prestige Group.Net, Inc. which was
               filed with the Securities and Exchange
               Commission on August 5, 2002, as Exhibit 99.4
               to the Company's Current Report on Form 8-K,
               is hereby incorporated by this reference.

     99.5      Press Release by The Prestige Group.Net,
               Inc., dated August 6, 2002, concerning the
               Letter of Intent, dated August 5, 2002, by
               and between The Prestige Group.Net, Inc.,
               Douglas G. Gregg and Paul S. Sidey, which was
               filed with the Securities and Exchange
               Commission on August 5, 2002, as Exhibit 99.5
               to the Company's Current Report on Form 8-K,
               is hereby incorporated by this reference.




                            - 29 -






     99.5.1    Agreement for Consulting Services, dated August
               14, 2002, by and between The Prestige Group.Net, Inc. and
               Trufello Associates Limited, which was filed with the
               Securities and Exchange Commission on August 16, 2002, as
               Exhibit 99.5 to the Company's Current Report on Form 8-K, is
               hereby incorporated by this reference.

     99.5.2    Cancellation of Agreement for Consulting
               Services by and between Paramco Financial
               Group, Inc. and Trufello Associates Limited,
               dated December 31, 2002, which was filed with
               the Securities and Exchange Commission on
               April 16, 2003 as Exhibit 99.5.2 to the
               Company's Annual Report on Form 10-KSB, is
               hereby incorporated by this reference.

     99.6      Letter of Intent dated September 5, 2002, by and
               between The Prestige Group.Net, Inc., and Boyd Basham, which
               was filed with the Securities and Exchange Commission on
               September 9, 2002, as Exhibit 99.6 to the Company's Current
               Report on Form 8-K, is hereby incorporated by this
               reference.

     99.7      Press Release by The Prestige Group.Net, Inc., dated
               September 10, 2002, concerning the Letter of Intent dated
               September 5, 2002, by and     between The Prestige
               Group.Net, Inc., and Boyd Basham, which was filed with the
               Securities and Exchange Commission on September 9, 2002, as
               Exhibit 99.7 to the Company's Current Report on Form 8-K, is
               hereby incorporated by this reference.

     99.8      Press Release by The Prestige Group.Net, Inc., dated
               September 13, 2002, concerning the acquisition of Paramount
               Financial Group, Inc. by The Prestige Group.Net, Inc., which
               was filed with the Securities and Exchange Commission on
               September 12, 2002, as Exhibit 99.8 to the Company's Current
               Report on Form 8-K, is hereby incorporated by this
               reference.

     99.9      Letter of Intent dated September 24, 2002 by
               and between The Prestige Group.Net, Inc.,
               Michael S. Goodlett and Terrance Riely,
               which was filed with the Securities and
               Exchange Commission on October 1, 2002, as
               Exhibit 99.9 to the Company's Current Report
               on Form 8-K, is hereby incorporated by this
               reference.




                            - 30 -




     99.10     Press Release by The Prestige Group.Net,
               Inc., dated October 1, 2002, concerning the
               Letter of Intent dated September 24, 2002 by
               and between The Prestige Group.Net, Inc.,
               Michael S. Goodlett and Terrance Riely, which
               was filed with the Securities and Exchange
               Commission on October 1, 2002, as Exhibit
               99.10 to the Company's Current Report on Form
               8-K, is hereby incorporated by this
               reference.

     99.11     Press Release by The Prestige Group.Net, Inc.,
               dated October 18, 2002, concerning the merger of Paramco
               Financial Group, Inc. a Colorado corporation, a wholly owned
               subsidiary of the Company, with and into the Company, the
               change of name of the Company, a Nevada corporation, to
               Paramco Financial Group, Inc., and the change of trading
               symbol and CUSIP number, which was filed with the Securities
               and Exchange Commission on October 18, 2002, as Exhibit
               99.11 to the Company's Current Report on Form 8-K, is hereby
               incorporated by this reference.

     99.12     Press Release by Paramco Financial Group, Inc.,
               dated February 18, 2003, concerning the acquisition of
               Woodlands S.A. Financial Services, Inc., by Paramco
               Financial Group, Inc., which was filed with the Securities
               and Exchange Commission on February, 18, 2003, as Exhibit
               99.12 to the Company's Current Report on Form 8-K, is hereby
               incorporated by this reference.

     99.12.1   Press Release by Paramco Financial Group,
               Ltd., dated May 6, 2003 concerning the
               Annulment and Amending Agreement by and among
               Paramco Financial Group, Inc., Michael S.
               Goodlett and Terrence Riely, dated May 2,
               2003, which was filed with the Securities and
               Exchange Commission on May 6, 2003, as
               Exhibit 99.16 to the Company's Current Report
               on Form 8-K, is hereby incorporated by this
               reference.

     99.13     Subscription Agreement dated January 3, 2003, by
               and between Paramco Financial Group, Inc. and Ashford
               Capital LLC, which was filed with the Securities and
               Exchange Commission on February, 18, 2003, as Exhibit 99.13
               to the Company's Current Report on Form 8-K, is hereby
               incorporated by this reference.

     99.14     Press Release by Paramco Financial Group, Inc.,
               dated April 10,  2003, concerning the completion of the
               merger of Paramco Financial Group, Inc., a Nevada
               corporation, with and into Paramco Financial Group, Inc. a
               Delaware corporation, which was filed with the Securities
               and Exchange Commission on April 10, 2003, as Exhibit 99.1
               to the Company's Amendment No. 2 to the Current Report on
               Form 8-K, is hereby incorporated by this reference.

     99.15     Audited Balance Sheets and related Statements of
               Operations, Stockholders' Equity and Cash Flows for Paramco
               Financial Group, Inc., a Colorado corporation, for the years
               ended December 31, 2001 and December 31, 2000, which were
               filed with the Securities and Exchange Commission on June
               16, 2003, as Exhibit 99.15 to the Current Report on Form 8-
               K/A, is hereby incorporated by this reference.




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     99.16     Unaudited Consolidated Balance Sheets and related
               Consoldiated Statements of Operations, Stockholders' Equity
               and Cash Flows for Paramco Financial Group, Inc., a Colorado
               corporation, for the six months ended June 30, 2002 and June
               30, 2001, which were filed with the Securities and Exchange
               Commission on June 16, 2003, as Exhibit 99.16 to the Current
               Report on Form 8-K/A, is hereby incorporated by this
               reference.

     99.17     Press Release by Paramco Financial Group, Inc.,
               dated July 30, 2003, concerning the engagement of FOCUS
               Partners LLC as investor relations consultants, which was
               filed with the Securities and Exchange Commission on July
               30, 2003, as Exhibit 99.17 to the Current Report on Form 8-
               K, is hereby incorporated by this reference.


     99.18     Press Release by Paramco Financial Group, Inc.,
               dated July 31, 2003, concerning the acquisition of Alliance
               Capital Group, Inc., by Paramco Financial Group, Inc., which
               was filed with the Securities and Exchange Commission on
               July 31, 2003, as Exhibit 99.18 to the Current Report on
               Form 8-K, is hereby incorporated by this reference.

     99.19     Press Release by Paramco Financial Group, Inc.,
               dated October 2, 2003, concerning the acquisition of Royal
               Federal, Inc., by Paramco Financial Group, Inc., which was
               filed with the Securities and Exchange Commission on October
               31, 2003, as Exhibit 99.19 to the Current Report on Form 8-
               K, is hereby incorporated by this reference.


     (b)  Reports on Form 8-K.

          (1)  On July 30, 2003, the Company filed a Current Report on
               Form 8-K disclosing the engagement of FOCUS Partners LLC as
               investor relations consultants.

          (2)  On July 31, 2003, the Company filed a Current Report on
               Form 8-K disclosing the acquisition of Alliance Capital
               Group, Inc., by the Company on July 25, 2003.

          (3)  On October 2, 2003, the Company filed a Current Report
               on Form 8-K disclosiong the acquisition of Royal Federal,
               Inc. by the Company on September 19, 2003.




                            - 32 -





                         SIGNATURES

     In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Registrant:              PARAMCO FINANCIAL GROUP, INC.


                    By:   /s/ Douglas G. Gregg
                         ---------------------------
                         Douglas G. Gregg
                         Chairman of the Board
                         and Chief Executive Officer

     In connection with the Securities Exchange Act of 1934,
this  report has been signed below by the following  persons
on behalf of the registrant and in the capacities and on the
dates indicated.


Date:   November 19, 2003         /s/ Douglas G. Gregg
                                  --------------------------
                                  Douglas G. Gregg
                                  Chairman of the Board
                                  and Chief Executive Officer


Date:   November 19, 2003          /s/ Paul S. Sidey
                                  --------------------------
                                  Paul S. Sidey
                                  Director and President


Date:   November 19, 2003          /s/ Paul S. Sidey
                                  --------------------------
                                  Terrence Riely
                                  Director, Secretary, Acting Chief
                                  Financial Officer and Acting
                                  Principal Accounting Officer












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