U.S. Securities and Exchange Commission
                     Washington, D.C. 20549

                           FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 3 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended: June 30, 2002

[ ]  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

                  THE PRESTIGE GROUP.NET, INC.
                (Name of small business issuer as
                    specified in its charter)

          Nevada                               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 [ ]

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:
4,366,500 as of August 6, 2002.

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



PAGE-1-





PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements






















PAGE-2-




                     The Prestige Group.net, Inc.
                   [formerly Prestige Jewelry, Inc.]
                     (a Development Stage Company)
                            Balance Sheets

                                         (unaudited)
                                           June 30,       December 31,
                                             2002             2001
Assets                                ---------------    ---------------

Current assets:
Cash                                  $  177             $  590
Due from shareholder                     105                105
Inventory                                4,614              4,614
Interest receivable - officer,
director & shareholder                   1,167              167
Total current assets                  ---------------    ---------------
                                         6,063              5,476
                                      ---------------    ---------------
Fixed assets, net
                                         5,959              6,847
Web site development, net                9,077              10,987

Note receivable - officer, director &
shareholder                              20,000             10,000
                                      ---------------    ---------------
                                      $  41,099          $  33,310
                                      ===============    ===============
Liabilities and Stockholder's Equity

Current liabilities:
Note payable                          $  25,000          $  -
Interest payable                         1,500              -
Due to shareholder                       525                -
Total current liabilities             ---------------    ---------------
                                         27,025             -
                                      ---------------    ---------------
Stockholder's equity:

Preferred stock, $0.001 par value,
5,000,000 shares
authorized, no shares issued and
outstanding                              -                  -
Common stock, $0.001 par value,
50,000,000 shares
authorized, 4,366,493 and 3,826,493
shares issued and
outstanding as of 6/30/02 and
12/31/01, respectively                   4,366              3,826
Additional paid-in capital               202,057            148,597
Subscriptions receivable                 -                  (3,775)
  Deferred compensation                  -                  -
(Deficit) accumulated during
development stage                        (192,349)          (115,338)
                                      ---------------    ---------------
                                         14,074             33,310
                                      ---------------    ---------------
                                      $  41,099          $  33,310
                                      ===============    ===============





PAGE-3-



                         The Prestige Group.net, Inc.
                       [formerly Prestige Jewelry, Inc.]
                         (a Development Stage Company)
                                  (unaudited)
                           Statements of Operations

                            Three Months Ending        Six           July
                                                      Months           13,
                                                      Ending          1999
                                 June 30,              June        (Inception)
                                                        30,            to
                          --------------------  ------------------   June 30,
                              2002       2001      2002      2001     2002
                          ---------  ---------  --------  --------  ----------

Revenue                   $          $          $         $         $
                            -          -          -         -         -
                          ---------  ---------  --------  --------  ----------
Expenses:
General and
administrative expenses     1,596      15,309     4,463     30,795    84,939
General and
administrative expenses     28,150     -          69,250    -         94,076
- related party
Depreciation and
amortization                1,399      1,323      2,798     2,539     13,001
Total expenses            ---------  ---------  --------  --------  ----------
                            31,145     16,632     76,511    33,334    192,016
                          ---------  ---------  --------  --------  ----------
Other income (expense):
Interest income -
officer, director &         500        -          1,000     -         1,167
shareholder
Interest expense
                            (750)      -          (1,500)   -         (1,500)
                          ---------  ---------  --------  --------  ----------

Net (loss)                $          $          $         $         $
                           (31,395)   (16,632)   (77,011)  (33,334)  (192,349)
                          =========  =========  ========  ========  ==========

Weighted average number
of
common shares
outstanding - basic and  4,366,493   1,166,493  4,366,493  1,166,493
fully diluted            =========   =========  =========  =========

Net (loss) per share -    $          $          $         $
basic & fully diluted       (0.01)     (0)        (0.02)    (0)
                         =========  =========  ========  ========



PAGE-4-



                        The Prestige Group.net, Inc.
                     [formerly Prestige Jewelry, Inc.]
                       (a Development Stage Company)
                                (unaudited)
                          Statements of Cash Flows

                                           Six Months Ending      July 13,
                                                                    1999
                                               June 30,         (Inception) to
                                        ---------------------     June 30,
                                           2002        2001         2002
                                        ----------  -----------  ------------
Cash flows from operating activities
Net (loss)                              $           $            $
                                          (77,011)     (33,334)    (192,349)
Shares issued for services
                                          -            -           10,178
Shares issued for prepaid consulting
services - related party                  54,000       -           54,000
Depreciation and amortization             2,798        2,539       13,001
Adjustments to reconcile net (loss) to
net cash (used) by operating
activities:
(Increase) in due from shareholder        -            -           (105)
(Increase) in inventory                   -            -           (4,614)
Net cash (used) by operating            ----------  -----------  ------------
activities                                (20,213)     (30,795)    (119,889)
                                        ----------  -----------  ------------
Cash flows from investing activities
Purchase of fixed assets                  -            (5,889)     (8,937)
Web site development                      -            -           (19,100)
(Increase) in note receivable -
officer, director & shareholder           (10,000)     -           (20,000)
(Increase) in interest receivable -
officer, director & shareholder           (1,000)      -           (1,167)
Net cash (used) by investing            ----------  -----------  ------------
activities                                (11,000)     (5,889)     (49,204)
                                        ----------  -----------  ------------
Cash flows from financing activities
Increase in note payable                  25,000       -           25,000
Increase in interest payable              1,500        -           1,500
Increase in due from shareholder          525          -           525
Issuances of common stock                 -            -           142,245
Decrease in subscriptions receivable      3,775        16,000      -
Net cash provided by financing          ----------  -----------  ------------
activities                                30,800       16,000      169,270
                                        ----------  -----------  ------------
Net increase (decrease) in cash           (413)        (20,684)    177
Cash - beginning                          590          39,090      -
                                        ----------  -----------  ------------
Cash - ending                           $           $            $
                                          177          18,406      177
                                        ==========  ===========  ============
Supplemental disclosures:
Interest paid                           $           $            $
                                          -            -           -
                                        ==========  ===========  ============
Income taxes paid                       $           $            $
                                          -            -           -
                                        ==========  ===========  ============
Non-cash transactions:
Stock issued for services provided      $           $            $
                                          -            -           10,178
Number of shares issued for services    ==========  ===========  ============
                                          -            -           40,713
                                        ==========  ===========  ============
Stock issued for prepaid consulting     $           $            $
services                                  54,000       -           54,000
Number of shares issued for prepaid     ==========  ===========  ============
consulting services                       540,000      -           540,000
                                        ==========  ===========  ============



PAGE-5-



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (a Development Stage Company)
                              Notes


Note 1 - Basis of presentation

The interim financial statements included herein, presented in
accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by the
Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the
disclosures are adequate to make the information presented not
misleading.

These statements reflect all adjustments, consisting of normal
recurring adjustments, which, in the opinion of management, are
necessary for fair presentation of the information contained
therein.  It is suggested that these interim financial statements
be read in conjunction with the financial statements of the
Company for the period ended December 31, 2001 and notes thereto
included in the Company's Form 10-KSB.  The Company follows the
same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative
of annual results.

Note 2 - 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 at June 30, 2002, the Company has not recognized
revenue to date and has accumulated operating losses of
approximately $192,349 since inception.  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 3 - Fixed assets

As of June 30, 2002, the company had the following assets:

            Furniture & fixtures             $    199
            Jewelry equipment                $ 1,895
            Office equipment                 $ 5,872
            Shop equipment                   $    971
            Less: accumulated depreciation   $(2,978)
                                             ---------
               Total                         $ 5,959
                                             =========

The Company recorded depreciation expense in the amount of $888
during the six-month period ended June 30, 2002.

Note 4 - Web development costs

The Company has developed a website costing $19,100 which is
capitalizable pursuant to EITF No. 00-2 "Accounting for Website
Development Costs" as defined therein.  The Company has recorded
amortization expense in the amount of $1,910 during the six
months ending June 30, 2002.



PAGE-6-



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (a Development Stage Company)
                              Notes


Note 5 - Notes receivable

On January 15, 2002, the Company loaned $10,000 to an officer &
director of the Company for a period of two years at an interest
rate of 10% per annum.  As of June 30, 2002, the total amount of
notes receivable due from an officer & director of the Company is
$20,000 with accrued interest of $1,167.

Note 6 - Notes payable

On January 15, 2002, the Company executed a promissory note for
$25,000 to a company for a period of one year at an interest rate
of 12% per annum.  During the period ended June 30, 2002, the
Company accrued interest payable in the amount of $1,500.  At the
Company's discretion, the 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 - Stockholder's equity

All share and per share amounts have been retroactively restated
to reflect the splits discussed below.

On January 3, 2002, the Company executed consulting agreements
with B.M.M., LLC and Denford Investments, LLC.  Each entity will
provide consulting services for the Company for a period of 6
months from the date of execution of the agreement and will
receive a total of 540,000 shares of common stock valued at
$54,000.  Amounts included in expense were $54,000 for the six-
month period ended June 30, 2002.

On February 28, 2002, the Company received $1,400 in cash to
cancel a portion of the subscriptions receivable due from Ashford
Capital.

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

During the period ended June 30, 2002, the Company received a
total of $2,375 in cash to cancel the entire balance in the
subscriptions receivable due from Ashford Capital.

Note 8 - Related party transactions

On January 3, 2002, the Company executed consulting agreements
with B.M.M., LLC and Denford Investments, LLC.  B.M.M., LLC is a
company wholly owned by the brother of one of the officers and
directors and that company is also a shareholder.  Denford
Investments, LLC is a shareholder of the Company.  Each entity
will provide consulting services for the Company for a period of
6 months from the date of execution of the agreement and will
receive a total of 540,000 shares of common stock valued at
$54,000.

The Company paid consulting services to an officer and director
of the Company in the amount of $400 for the period ended June
30, 2002.

The Company paid consulting services to another company wholly
owned by the officers and directors of the Company in the amount
of $2,750 for the six-month period ended June 30, 2002.

The Company hired B.M.M., LLC, a company wholly owned by the
brother of one of the officers and directors, that company is
also a shareholder.  B.M.M., LLC has performed consulting
services in the amount of $3,800 for the six months ended June
30, 2002.

The Company hired Denford Investments, LLC, a shareholder of the
Company.  Denford Investments, LLC has performed consulting
services in the amount of $2,000 for the six-month period ended
June 30, 2002.

The Company paid Patrick Deparini, a shareholder of the Company,
for consulting services in the amount of $6,300 for the six-month
period ended June 30, 2002.

During the period ended June 30, 2002, the Company received a
total of $525 from Ashford Capital, a shareholder of the Company,
which is considered due to shareholder.



PAGE-7-



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (a Development Stage Company)
                              Notes


Note 9 - Subsequent events

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 2,660,000 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 Douglas G. Gregg and Paul
S. Sidey.  In addition, the former officers and directors of the
Company received all of the fixed assets and inventory of the
Company as compensation and the promissory notes, the amount due
from shareholder and the accrued interest was forgiven.

On August 5, 2002, the Company signed letter of intent with
Paramount Financial Group (PFG) to acquire all of the issued and
outstanding shares of PFG's common stock in exchange for the
Company's $0.001 par value common stock.  The officers, directors
and shareholders of PFG are Douglas Gregg and Paul Sidey, who are
the same officers, directors and shareholders of the Company.
PFG has two wholly owned subsidiaries, Paramount Mortgage
Investments, Inc. (PMI) and Paramount Real Estate Investment
Trust, Inc. (PREI), of which Mr. Gregg and Mr. Sidey are the
officers and directors.  As a result of the share exchange, PFG
will merge with the Company and become the surviving entity and
the Company will change its name to "Paramount Financial Group,
Inc."












PAGE-8-



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

Forward-Looking Statements

     This Quarterly Report for The Prestige Group.Net, 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, managements' 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 Commission.

     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.

     The safe harbors of forward-looking statements provided by
Section 21E of the Exchange Act are unavailable to issuers of
penny stock.  As we issued securities at a price below $5.00 per
share, our shares are considered penny stock and such safe
harbors set forth under the Reform Act are unavailable to us.

     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.

General

     The Prestige Group.Net, Inc. (formerly known as "Prestige
Jewelry, Inc.), was formed July 13, 1999, with the intention of
establishing a web-centered jewelry, precious metals, gemstone
and one-of-a-kind commerce center.  We initially sought to use
the Internet to generate brand awareness and recognition.  We
intended to develop a web site that provides an overview of our
expected product lines.  We have neither implemented this
capacity nor begun to generate revenues.

     On August 5, 2002, we, Douglas G. Gregg and Paul S. Sidey,
the sole shareholders of Paramount Financial Group, Inc. ("PFG"),
a Colorado corporation, entered into a Letter of Intent regarding
our proposed acquisition of PFG.  PFG is a Denver, Colorado-based
corporation that Mr. Gregg, our President and one of our
directors, founded in 1996.  PFG specializes in the development
and placement of private debt financing and commercial equipment
leasing transactions.  Mr. Sidey, our Secretary and one of our
directors, is also a shareholder, Secretary and a director of
PFG.  (See Part II, Item 5 - Other Information for a complete
discussion of events subsequent to the end of the quarterly
reporting period.)



PAGE-9-



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

Results of Operations

     Operations for the Three Months ended June 30, 2002, as
compared to the Three Months ended June 30, 2001.

Revenues and Expenses

     We have generated no revenues since inception.  During the
three months ended June 30, 2002, our net loss per share was
($0.01), as compared to 2002, our net loss per share during the
three months ended June 30, 2001, which was ($0.00).

     Total expenses for the three months ended June 30, 2002,
were $31,3195.  This represents an increase of $14,764, or 89%,
in total expenses from the comparable three-month period ended
June 30, 2001, when we reported total expenses of $16,632.  Since
July 13, 1999, the date of our inception, we have incurred
$192,349 in total expenses.  Total expenses for the period ended
June 30, 2002 were entirely related to general and administrative
expenses and depreciation and amortization.

     Operations for the Six Months ended June 30, 2002, as
compared to the Six Months ended June 30, 2001.

Revenues and Expenses

     We have generated no revenues since inception.  During the
six months ended June 30, 2002, our net loss per share was
($0.02), as compared to 2002, our net loss per share during the
six months ended June 30, 2001, which was ($0.00).

     Total expenses for the six months ended June 30, 2002, were
$77,011.  This represents an increase of $43,677, or 131%, in
total expenses from the comparable six-month period ended June
30, 2001, when we reported total expenses of $33,334.  Since July
13, 1999, the date of our inception, we have incurred $192,349 in
total expenses.

Liquidity and Capital Resources

     As of the first quarter ended June 30, 2002, we had $177 of
current cash available.  Our management believes that this is not
sufficient to meet our needs for the remainder of our 2002 fiscal
year.  Since our inception on June 13, 1999, the Company has
incurred an accumulated deficit of $192,349.  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.

     As a result of these factors, the Company's independent
auditors issued their audit report for the fiscal year ended
December 31, 2001, 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 respective
three-month periods ended March 31, 2002, and June 30, 2002, and
the "going concern" issues remain.  New management intends for
the Company to seek private equity and/or debt capital in
connection with our proposed acquisition of PFG and Woodlands
S.A. Financial Services, Inc., to satisfy our obligations or to
provide future working capital.  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.



PAGE-10-



PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

On August 1, 2002, Mr. Gregg was named as a defendant in a
lawsuit styled, State of Idaho, Department of Finance, Securities
Bureau, vs. Paramount Financial Group, Inc., a Colorado
corporation, Douglas G. Gregg, president and director, in his
official and individual capacities; and J.L. "Rocky" Pfeffer,
Jr., vice-president, in his official and individual capacities,
and their agents and representatives, in the District Court of
the Fourth Judicial District of the State of Idaho, in and for
Ada County, Case No. CV OC 02059370.  Plaintiff has alleged
causes of action against the defendants for failure to register
the securities offered or to register as broker-dealers or
salesmen and violations of Idaho Securities Act Sections 30-
1403(2) and 30-1403(2) (certain anti-fraud provisions of such
Act).  Plaintiff has requested the following relief:  (i)
defendants be found to have violated such Act, (ii) defendants be
enjoined from any acts that would constitute violations of such
Act, (iii) defendants be prohibited from using any exemptions
under such Act without the prior written consent of the director
of the Idaho Department of Finance, Securities Bureau, (iv)
defendants return to the sole investor in Idaho of the $50,000
subscription that was sold, (v) defendants pay a civil penalty in
the amount of $10,000 for each alleged violation of such Act, and
(vi) defendants pay plaintiff's attorney fees and costs.  Mr.
Gregg believes that the allegations set forth in the Complaint to
be without merit.  As of the date of this Quarterly Report, no
responsive pleading was due and none has been filed.

Item 2.        Changes in Securities and Use of Proceeds

     None

Item 3.        Default Upon Senior Securities

     None

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

     None

Item 5.        Other Information

     On June 13, 2002, Ashford Capital LLC, a California limited
liability company ("Ashford") entered into a share purchase
agreement (the "Purchase Agreement") with Airline Communications,
Ltd., a Nevada corporation ("Airline"), whereby Airline agreed to
purchase Ashford's 2,660,000 shares of common stock of the
Company.  On July 16, 2002, Ashford and Airline completed the
transaction and Airline acquired the 60.92% controlling interest
in the Company's common stock.



PAGE-11-



     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.

     On August 5, 2002, the Company, Douglas G. Gregg and Paul S.
Sidey, the sole shareholders of Paramount Financial Group, Inc.
("PFG"), a Colorado corporation, entered into a Letter of Intent
regarding the acquisition of PFG by the Company.  PFG is a
Denver, Colorado-based corporation that Douglas G. Gregg,
President and a director of the Company founded in 1996.  PFG
specializes in the development and placement of private debt
financing and commercial equipment leasing transactions.  In
addition to such activities, PFG's two wholly-owned subsidiaries,
Paramount Mortgage Investments, Inc. ("PMI") and Paramount Real
Estate Investment Trust, Inc. ("PREI"), both Colorado
corporations established by Mr. Gregg in 2002, engage in
residential and commercial mortgage investments and commercial
real estate transactions.  Douglas G. Gregg, President and a
director of the Company is also the majority shareholder,
President, and a director of PFG and President and a director of
each of PMI and PREI.  Paul S. Sidey, Secretary and a director of
the Company is also a shareholder, Secretary and a director of
PFG, and Secretary and a Director of PMI and PREI.  A closing of
the Company's proposed acquisition of PFG is subject to the
parties negotiating final terms and conditions of the proposed
acquisition, negotiating and executing the definitive acquisition
agreements, satisfactorily completing due diligence
investigations, and other standard conditions precedent to
transactions of such nature and magnitude.  As of the date of
this Quarterly Report, the Company can not provide assurances
that its proposed acquisition of PFG will close.

     The Company is also currently in discussions with the owners
of Woodlands S.A. Financial Services, Inc. ("Woodlands")
regarding a proposed acquisition of Woodlands by the Company.
Woodlands' principals are primarily engaged in the business of
providing financial planning services to private individuals.  A
closing of the Company's proposed acquisition of Woodlands is
subject to the parties negotiating final terms and conditions of
the proposed acquisition, negotiating and executing the
definitive acquisition agreements, satisfactorily completing due
diligence investigations, and other standard conditions precedent
to transactions of such nature and magnitude.  As of the date of
this Quarterly Report, the Company can not provide assurances
that its proposed acquisition of Woodlands will close.

     Management of the Company believes that, if the proposed
acquisitions, as described above, are completed, it will initiate
the Company's plan to focus its operations on various aspects of
the financial services sector, including residential and
commercial mortgages, equipment leasing and financing,
investments in real estate, and such other opportunities that
might arise.



PAGE-12-



Item 6.        Exhibits and Reports on Form 8-K

     (a)  Exhibits:

     Exhibit
     Number                        Description

     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.

     (b)  Reports on Form 8-K.

          (1)  On July 25, 2002, the Company filed a Current Report on Form
               8-K, which disclosed the (1) the Purchase Agreement, dated June
               13, 2002, and other related agreements dated as of the closing on
               July 16, 2002, entered into by and between Airline
               Communications, Ltd., ("Airline"), Woodlands S.A. Financial
               Services, Inc. ("Woodlands"), and Ashford Capital LLC ("Ashford")
               whereby Airline acquired of all of the Company's common stock
               owned by Ashford, representing approximately 61% of issued and
               outstanding stock of the Company; (2) the discussions between the
               Company and Paramount Financial Group, Inc. ("Paramount") and
               Woodlands, concerning the acquisition of all of the issued and
               outstanding capital stock of Paramount and Woodlands,
               respectively, by the Company; and (3) the resignation of the
               Company's officers and directors and the election of new officers
               and directors in conjunction with the change of control of the
               Company.

          (2)  On July 26, 2002, the Company filed a Current Report on Form
               8-K/A, which disclosed further information concerning the (1) the
               Purchase Agreement, dated June 13, 2002, and other related
               agreements dated as of the closing on July 16, 2002, entered into
               by and between Airline Communications, Ltd., ("Airline"),
               Woodlands S.A. Financial Services, Inc. ("Woodlands"), and
               Ashford Capital LLC ("Ashford") whereby Airline acquired of all
               of the Company's common stock owned by Ashford, representing
               approximately 61% of issued and outstanding stock of the Company;
               (2) the discussions between the Company and Paramount Financial
               Group, Inc. ("Paramount") and Woodlands, concerning the
               acquisition of all of the issued and outstanding capital stock of
               Paramount and Woodlands, respectively, by the Company; and (3)
               the resignation of the Company's officers and directors and the
               election of new officers and directors in conjunction with the
               change of control of the Company.

          (3)  On August 6, 2002, the Company filed a Current Report on
               Form 8-K disclosing the signing of a Letter of Intent by and
               between the Company and shareholders of Paramount, whereby the
               Company proposed to acquire all of the issued and outstanding
               capital stock of Paramount.  The proposed transaction would also
               result in ownership by the Company of two wholly-owned
               subsidiaries of Paramount, Paramount Mortgage Investments, Inc.
               and Paramount Real Estate Investment Trust, Inc.



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                           SIGNATURES

In accordance with the requirements of the Securities Exchange
Act of 1934,  the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.


                              THE PRESTIGE GROUP.NET, INC.


Dated:  August 13, 2002          By: /s/ Douglas G. Gregg
                                    ----------------------
                                   Douglas G. Gregg
                                   President, Director and Acting
                                   Principal Accounting and Chief
                                   Financial Officer















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