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: March 31, 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 [ ]

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: 29,182,747 as of May 12, 2003.

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




                       -COVER-




PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements



                           PARAMCO FINANCIAL GROUP, INC.
           (formerly Prestige Group.net, Inc. and Prestige Jewelry, Inc.)
                             CONSOLIDATED BALANCE SHEET
                                   MARCH 31, 2003
                                    (UNAUDITED)

                                       ASSETS


 CURRENT ASSETS:
   Cash & cash equivalents                                    $     68,992
   Interest receivable                                               1,383
   Note receivable                                                  13,600
   Due from officers                                                69,500
                                                              --------------
            Total current assets                                   153,475


 OTHER ASSETS
   Deposit                                                          24,535
                                                              --------------
                                                              $    178,010
                                                              ==============
                       LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:
   Accounts payable                                           $    300,294
   Accrued expenses                                                 17,478
   Notes payable                                                   458,500
   Convertible notes payable assumed on acquisition                 25,000
   Convertible notes payable                                       703,492
                                                              --------------
                                                                 1,504,764

 COMMITMENTS

 STOCKHOLDERS' DEFICIT
   Preferred stock, $0.001 par value, 4,869,000
     shares authorized, none issued                                      -
   Series A convertible Preferred Stock $0.001 par
     value per share, 131,000  shares authorized,
     131,000 shares issued                                          18,000
   Common stock, $0.001 par value, 50,000,000
     shares authorized, 832,702 issued and outstanding                 832
   Additional paid-in capital                                       67,853
   Note receivable - Preferred stock                               (18,000)
   Accumulated deficit                                          (1,395,439)
                                                              --------------
               Total stockholders' deficit                      (1,326,754)
                                                              --------------
                                                              $    178,010
                                                              ==============







                               -PAGE-





                    PARAMCO FINANCIAL GROUP, INC.
   (formerly Prestige Group.net, Inc. and Prestige Jewelry, Inc.)
                CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002
                             (UNAUDITED)

                                               2003             2002
                                          --------------   --------------
Net revenue                               $          -     $         -

Cost of revenue                                      -               -
                                          -------------------------------
Gross profit                                         -               -

Operating expenses                             368,043          55,266
                                          -------------------------------
Loss from operations                          (368,043)        (55,266)

Other income (expense):
  Interest expense                             (27,611)         (3,649)
  Miscellaneous expense                              -         (15,880)
                                          --------------   --------------
Net loss before income tax                    (395,654)        (74,795)

Provision for Income Taxes                        (800)              -
                                          --------------   --------------
Net Loss                                  $   (396,454)    $   (74,795)
                                          ==============   ==============
Basic and diluted net loss per share:     $      (0.51)    $     (0.48)
                                          ==============   ==============
Basic and diluted weighted average
   shares outstanding                          779,013         156,250
                                          ==============   ==============

Basic and diluted weighted average shares outstanding have been restated
  for 2001 to affect the recapitalization upon reverse merger on
  September 10, 2002.

Basic and diluted weighted average shares outstanding have been restated for
  all the periods to affect 1:10 reorganization for all shareholders on
  April 8, 2003.





                               -PAGE-




                               PARAMCO FINANCIAL GROUP, INC.
               (formerly Prestige Group.net,Inc. and Prestige Jewelry, Inc.)
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002
                                        (UNAUDITED)

                                                       2003            2002
                                                   ------------   ------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net                                            $   (396,454)  $    (74,795)
   loss
   Adjustments to reconcile net loss to
   net cash used in operating activities:
     Loss on permanent decline in value
     of marketable securities                                -       (105,000)
     Shares issued for services                         10,250              -
     (Increase)  in current assets
        Interest Receivable                             (1,383)             -
        Deposit                                        (24,000)             -
     Increase/ (decrease) in current liabilities:
        Customer deposit                                     -              -
        Accounts payable and accrued expense           306,215        (10,279)
                                                   ------------   ------------
   Total Adjustments                                   291,082       (115,279)
                                                   ------------   ------------
     Net cash used in operating activities            (105,372)      (190,074)
                                                   ------------   ------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of officer advances                       (64,900)             -
     Payment of notes payable                         (284,992)             -
     Proceeds from notes payable                       508,492        217,774
     Proceeds from issuance of shares                        -            307
                                                   ------------   ------------
     Net cash provided by financing activities         158,600        218,081
                                                   ------------   ------------

 CASH FLOWS FROM INVESTING ACTIVITIES
     Payment of note receivable                         (3,600)             -
     Investment in securities                                -              -
                                                   ------------   ------------
     Net cash used in investing activities              (3,600)             -
                                                   ------------   ------------
 NET INCREASE IN CASH & CASH EQUIVALENTS                49,628         28,007

 CASH & CASH EQUIVALENTS, BEGINNING BALANCE             19,364         10,123
                                                   ------------   ------------

 CASH & CASH EQUIVALENTS, ENDING BALANCE          $     68,992   $     38,130
                                                   ============   ============





                               -PAGE-



                     PARAMCO FINANCIAL GROUP, INC.
    (Formerly Prestige Group. net, Inc. and Prestige Jewelry, Inc.)
         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 ended  March
31,  2003 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2003.

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. 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) by the Company on September 10, 2002, has  been
accounted  for  as  a  purchase and  treated  as  a  reverse
acquisition  since  the former owners of  PFGI  control  the
majority  of the outstanding shares of common stock  of  the
Company   immediately   following   the   acquisition.   The
historical  results for the three-month period  ended  March
31, 2003 include the Company (from the date of acquisition),
PFGI,  PMC  and  PII, while the historical results  for  the
three-month period ended March 31, 2002 include only PFGI.

Note 3 - Recent pronouncements

In  May  2002, the Board issued SFAS No. 145, Rescission  of
FASB  Statements  No.  4,  44, and  64,  Amendment  of  FASB
Statement  No.  13, and Technical Corrections ("SFAS  145").
SFAS 145 rescinds the automatic treatment of gains or losses
from  extinguishments of debt as extraordinary  unless  they
meet the criteria for extraordinary items as outlined in APB
Opinion   No.  30,  Reporting  the  Results  of  Operations,
Reporting  the  Effects  of  Disposal  of  a  Segment  of  a
Business,   and  Extraordinary,  Unusual  and   Infrequently
Occurring  Events and Transactions. SFAS 145  also  requires
sale-leaseback  accounting for certain  lease  modifications
that  have  economic  effects  that  are  similar  to  sale-
leaseback   transactions   and   makes   various   technical
corrections  to existing pronouncements. The  provisions  of
SFAS  145 related to the rescission of FASB Statement 4  are
effective  for  fiscal years beginning after May  15,  2002,
with early adoption encouraged. All other provisions of SFAS
145  are effective for transactions occurring after May  15,
2002,  with early adoption encouraged. The adoption of  SFAS
145  does  not  have a material effect on  the  earnings  or
financial position of the Company.

In  June 2002, the FASB issued SFAS No. 146 "Accounting  for
Costs  Associated  with exit or Disposal  Activities."  This
Statement  addresses financial accounting and reporting  for
costs  associated  with  exit  or  disposal  activities  and
nullifies Emerging Issues Task Force (EITF) Issue No.  94-3,
"Liability  Recognition  for  Certain  Employee  Termination
Benefits  and  Other  Costs to Exit an  Activity  (including
Certain  Costs Incurred in a Restructuring)." This Statement
requires that a liability for a cost associated with an exit
or  disposal  activity be recognized when the  liability  is
incurred. Under Issue 94-3 a liability for an exit  cost  as
defined,   was  recognized  at  the  date  of  an   entity's
commitment to an exit plan. . The adoption of SFAS 146  does
not  have  a  material effect on the earnings  or  financial
position of the Company.


                               -PAGE-



                     PARAMCO FINANCIAL GROUP, INC.
    (Formerly Prestige Group. net, Inc. and Prestige Jewelry, Inc.)
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


In October 2002, the FASB issued SFAS No. 147, "Acquisitions
of Certain Financial Institutions." SFAS No. 147 removes the
requirement in SFAS No. 72 and Interpretation 9 thereto,  to
recognize  and  amortize any excess of  the  fair  value  of
liabilities  assumed  over the fair value  of  tangible  and
identifiable intangible assets acquired as an unidentifiable
intangible   asset.  This  statement  requires  that   those
transactions  be accounted for in accordance with  SFAS  No.
141,  "Business  Combinations," and SFAS No. 142,  "Goodwill
and  Other  Intangible Assets."  In addition, this statement
amends  SFAS  No.  144, "Accounting for  the  Impairment  or
Disposal of Long-Lived Assets," to include certain financial
institution-related intangible assets.  .  The  adoption  of
SFAS 147 does not have a material effect on the earnings  or
financial position of the Company.

In  November  2002, the FASB issued FASB Interpretation  No.
45,  "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others"  (FIN 45). FIN 45 requires that upon issuance  of  a
guarantee,  a guarantor must recognize a liability  for  the
fair  value of an obligation assumed under a guarantee.  FIN
45  also  requires additional disclosures by a guarantor  in
its  interim  and  annual  financial  statements  about  the
obligations   associated   with   guarantees   issued.   The
recognition  provisions  of FIN 45  are  effective  for  any
guarantees issued or modified after December 31,  2002.  The
disclosure   requirements   are  effective   for   financial
statements  of  interim  or  annual  periods  ending   after
December 15, 2002. . The adoption of this pronouncement does
not  have  a  material effect on the earnings  or  financial
position of the Company.

In  December  2002, the FASB issued SFAS No. 148 "Accounting
for  Stock  Based  Compensation-Transition and  Disclosure".
SFAS  No.  148  amends SFAS No. 123, "Accounting  for  Stock
Based  Compensation",  to  provide  alternative  methods  of
transition  for a voluntary change to the fair  value  based
method  of accounting for stock-based employee compensation.
In   addition,   this   Statement  amends   the   disclosure
requirements   of   Statement  123  to   require   prominent
disclosures in both annual and interim financial  statements
about  the  method  of  accounting for stock-based  employee
compensation and the effect of the method used, on  reported
results.   The  Statement is effective  for  the  Companies'
interim  reporting period ending January 31,  2003.   .  The
adoption of SFAS 148 does not have a material effect on  the
earnings or financial position of the Company.

On  April  30, 2003 the FASB issued FASB Statement  No.  149
(FAS   149),   Amendment  of  Statement  133  on  Derivative
Instruments  and  Hedging Activities.  FAS  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 FASB Statement No. 133 (FAS  133),
Accounting   for   Derivative   Instruments   and    Hedging
Activities.  FAS  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 Company does not expect the  adoption  of
SFAS  No.  149  to have a material impact on  its  financial
position or results of operations or cash flows.



                               -PAGE-



                     PARAMCO FINANCIAL GROUP, INC.
    (Formerly Prestige Group. net, Inc. and Prestige Jewelry, Inc.)
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Note receivable

The Company has a note receivable from an entity for $13,600
with 6 month term, 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 $69,500 represents the advance payment to  an
officer. The amount is due on demand and unsecured and bears
an interest rate of 6% per year.

Note 6 - Promissory notes payable:

Through  March  31,  2003, the Company has  issued  secured
promissory  notes amounting $718,492. 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 $15,000 note during the three-
month period ended March 31, 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, 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 13).  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  March 31, 2003, the Company has issued convertible
notes   amounting  $458,500.  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.


Note 8 - Stockholder's equity and related note receivable

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

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

                               -PAGE-



                     PARAMCO FINANCIAL GROUP, INC.
    (Formerly Prestige Group. net, Inc. and Prestige Jewelry, Inc.)
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


During  the  three month period ended March  31,  2003,  the
Company  issued 99,934 shares of common stock for consulting
fees  of $10,250. The stocks were valued at the average fair
market value of the freely trading shares of the Company  as
quoted on OTCBB on the date of issuance.

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.

Note 9 - Basic and diluted net loss per share

Basic  and  diluted net loss per share for  the  three-month
period  ended  March  31, 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  three-month
periods  ended  March 31, 2003 and 2002.  The  Company  paid
$25,045  and $0 for interest during the three-month  periods
ended March 31, 2003 and 2002, respectively.

Note 11 - 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
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 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 1,562,500  shares  of  its
restricted  common stock, comprised of 1,462,500  shares  to
Douglas  G.  Gregg  and 100,000 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. The financial  statements  of  legal
acquiree  are  not  significant,  therefore,  no  pro  forma
financial information is submitted.


                               -PAGE-



                     PARAMCO FINANCIAL GROUP, INC.
    (Formerly Prestige Group. net, Inc. and Prestige Jewelry, Inc.)
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



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.

Note 12 - Commitments and litigations

Commitments:

On  August 14, 2002, the Company signed an agreement with  a
consultant 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 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  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 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.

The  stocks were valued at the average fair market value  of
the  freely trading shares of the Company as quoted on OTCBB
on the date of issuance.



                               -PAGE-



                     PARAMCO FINANCIAL GROUP, INC.
    (Formerly Prestige Group. net, Inc. and Prestige Jewelry, Inc.)
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Litigations:

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.  Todate, neither defendant has been required to file  a
responsive  pleading.  The  Company  intend  to  defend  its
legalposition 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 March 31, 2003, the
Company has accumulated operating losses of $1,395,439 since
inception,  including a net loss of $396,454 for the  three-
month period ended March 31, 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- Subsequent Events

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.



                               -PAGE-



                     PARAMCO FINANCIAL GROUP, INC.
    (Formerly Prestige Group. net, Inc. and Prestige Jewelry, Inc.)
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


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.

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.





                               -PAGE-




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.



                               -PAGE-




     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.



                               -PAGE-




     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.  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.

     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 March 31, 2003,
as compared to the Three Months ended March 31, 2002.



                               -PAGE-




Revenues

     During the three months ended March 31, 2003, 2002 we
had no revenues nor did we have revenues in the same period
for the prior year

Expenses

     Operating expenses for the three months ended March 31,
2003, were $368,043. This represents an increase of
$312,777, or 565%, in total expenses from the comparable
three-month period ended March 31, 2002, when we reported
total expenses of $55,266.  Total expenses, including
operating expenses and interest and other miscellaneous
expenses for the three-month period ended March 31, 2003
were $395,654, This represents an increase of $320,859, or
429%, from the comparable three-month period ended March 31,
2002 when we reported total expenses of $74,795.  Much of
the increase in expenses can be attributed to the fact that
the Company is no longer a development stage company, to
general and administrative expenses, and to those 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.

Net Profit (Loss)

     During the three months ended March 31, 2003, our loss
was $396,454 or ($0.51) per share, as compared to our loss
during the three months ended March 31, 2002 of $74,795 or
($0.48) per share. Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.


Liquidity and Capital Resources

     In the three-month period ended March 31, 2003, net
cash of $105,375 was used by operating activities as
compared to March 31, 2002, when operating activities used
$190,074.  During the three-month period March 31, 2003,
investing activities used net cash of $3,600, as compared to
no cash used in investing activities in the three-month
period ended March 31, 2002.  Net cash of $158,600 was
provided by financing activities during the three-month
period ended March 31, 2003.  This compared to net cash of
$218,081 provided by financing activities during the same
period ended March 31, 2002.  The cash provided by financing
came from the sale of promissory notes by the Company.

     As of the quarter ended March 31, 2003, we had $68,992
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, the
Company has incurred an accumulated deficit of $1,395,439.
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.



                               -PAGE-




     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 March 31, 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

     In June 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 143, "Accounting for Asset Retirement
Obligations". SFAS 143 addresses financial accounting and
reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset
retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15,
2002.

     SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," was issued in August 2001.
SFAS No. 144 is effective for fiscal years beginning after
December 15, 2001, and addresses financial accounting and
reporting for the impairment or disposal of long-lived
assets. This statement supersedes SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment
of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a
segment of a business.

     The Company does not expect that the adoption of above
pronouncements will have a material effect on its earnings
or financial position.

     In May 2002, the Board issued SFAS No. 145, Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections ("SFAS 145").
SFAS 145 rescinds the automatic treatment of gains or losses
from extinguishments of debt as extraordinary unless they
meet the criteria for extraordinary items as outlined in APB
Opinion No. 30, Reporting the Results of Operations,
Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions. SFAS 145 also requires
sale-leaseback accounting for certain lease modifications
that have economic effects that are similar to sale-
leaseback transactions and makes various technical
corrections to existing pronouncements. The provisions of
SFAS 145 related to the rescission of FASB Statement 4 are
effective for fiscal years beginning after May 15, 2002,
with early adoption encouraged. All other provisions of SFAS
145 are effective for transactions occurring after May 15,
2002, with early adoption encouraged. The Company does not
anticipate that adoption of SFAS 145 will have a material
effect on our earnings or financial position.


                               -PAGE-




     In June 2002, the FASB issued SFAS No. 146 "Accounting
for Costs Associated with exit or Disposal Activities." This
Statement addresses financial accounting and reporting for
costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." This Statement
requires that a liability for a cost associated with an exit
or disposal activity be recognized when the liability is
incurred. Under Issue 94-3 a liability for an exit cost as
defined, was recognized at the date of an entity's
commitment to an exit plan. The Company does not anticipate
that adoption of SFAS 146 will have a material effect on our
earnings or financial position.

     In October 2002, the FASB issued SFAS No. 147,
"Acquisitions of Certain Financial Institutions." SFAS No.
147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any
excess of the fair value of liabilities assumed over the
fair value of tangible and identifiable intangible assets
acquired as an unidentifiable intangible asset. This
statement requires that those transactions be accounted for
in accordance with SFAS No. 141, "Business Combinations,"
and SFAS No. 142, "Goodwill and Other Intangible Assets."
In addition, this statement amends SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets," to
include certain financial institution-related intangible
assets.  The Company does not expect adoption of SFAS No.
147 would have a material impact, if any, on its financial
position, results of operations or cash flows.

     In November 2002, the FASB issued FASB Interpretation
No. 45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a
liability for the fair value of an obligation assumed under
a guarantee. FIN 45 also requires additional disclosures by
a guarantor in its interim and annual financial statements
about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any
guarantees issued or modified after December 31, 2002. The
disclosure requirements are effective for financial
statements of interim or annual periods ending after
December 15, 2002. The adoption of FIN45 is not expected to
have a material effect on the Company's financial position,
results of operations, or cash flows.

     In December 2002, the FASB issued SFAS No. 148
"Accounting for Stock Based Compensation-Transition and
Disclosure".  SFAS No. 148 amends SFAS No. 123, "Accounting
for Stock Based Compensation", to provide alternative
methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee
compensation.  In addition, this Statement amends the
disclosure requirements of Statement 123 to require
prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based
employee compensation and the effect of the method used, on
reported results.  The Statement is effective for the
Companies' interim reporting period ending January 31, 2003.
The Companies do not expect the adoption of SFAS No. 148
would have a material impact on its financial position or
results of operations or cash flows.



                               -PAGE-




     On April 30, 2003, the FASB issued SFAS No. 149 (FAS
149), Amendment of Statement 133 on Derivative Instruments
and Hedging Activities.  FAS 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
FASB Statement No. 133 (FAS 133), Accounting for Derivative
Instruments and Hedging Activities.  FAS 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 Company does not expect the
adoption of SFAS No. 149 to have a material impact on its
financial position or results of operations or cash flows.

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.



                               -PAGE-




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


                               -PAGE-



auditing literature, "significant deficiencies" are referred
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

     On May 6, 2003, the Company and Mr. Gregg were served
with a complaint that named each of them as a defendant in a
lawsuit styled, Arthur Hall vs. Paramount Financial Group,
Inc.; Douglas Gregg, in the District Court, Denver County,
Colorado, Case No. 03 CV 2874.  Plaintiff has alleged causes
of action against the Company 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.  Plaintiff has requested the following
relief:  (i) compensatory damages in an amount unspecified,
(ii) punitive damages, (iii) attorney's fees and costs, (iv)
pre- and post-judgment interest, and (v) any further relief
deemed just and proper by the court.  As of the date of this
Quarterly Report, neither defendant has been required to
file a responsive pleading.  The Company and Mr. Gregg
intend to defend their respective legal positions
vigorously.



                               -PAGE-




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.

     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 29,182,747 shares of common stock outstanding,
131,000 shares of our Series A Preferred Stock authorized
and outstanding.



                               -PAGE-




     On or about February 12, 2003, we issued 443,333 shares
of our restricted common stock, valued at $0.01025 per share,
to a consultant to the Company, in connection with consulting
services rendered by such person.  This stock transaction
was made in reliance upon the exemption from registration
under Section 4(2) of the Securities Act of 1933, as
amended.

     During February and March of 2003, we issued an
aggregate of $193,500 of our one-year redeemable convertible
debentures to four otherwise unrelated persons.  The
debentures bear interest at the rate of 12% per annum,
interest payable monthly.  This transaction was made in
reliance upon the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.

     On or about March 27, 2003, we issued $45,000 of our
one-year redeemable convertible debentures to one otherwise
unrelated person.  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.

     On or about March 28, 2003, we issued 150,000 shares of
our restricted common stock, valued at $0.01025 per share,
to a consultant to the Company, in connection with consulting
services rendered by such person.  This stock transaction
was made in reliance upon the exemption from registration
under Section 4(2) of the Securities Act of 1933, as
amended.

Item 3.        Default Upon Senior Securities

     None

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

     On March 17, 2003, by written consent of stockholders
of the Company (the "Written Consent"), certain actions were
taken concerning the reincorporation of the Company as a
Delaware corporation and other matters described below.  The
number of shares of common stock voting in the affirmative
for these actions was 4,677,067 or 59.83% of the total
number of shares of common stock outstanding on the record
date, February 26, 2003.  The Written Consent approved the
reincorporation of PARAMCO FINANCIAL GROUP, INC., a Nevada
corporation ("Paramco Nevada"), in Delaware by merger with
and into our wholly-owned Delaware subsidiary, PARAMCO
FINANCIAL GROUP, INC. ("Paramco Delaware"), and resulted in
the following:

          (i)  The Company being governed by the laws of the State of
               Delaware;
          (ii) The Company's shareholders receiving one share of
               common stock of Paramco Delaware for each ten shares of
               common stock of Paramco Nevada owned as of the record date
               of the reincorporation;
          (iii)The officers and directors of Paramco Nevada being
               elected to serve in their respective capacities after the
               reincorporation;


                               -PAGE-


          (iv) the outstanding shares of Series D Convertible
               Preferred Stock of Paramco Nevada 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)  Filing of 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)  The adoption of the Company's 2003 Directors, Officers
               and Consultants Stock Option, Stock Warrant and Stock Award
               Plan; and
         (vii) The board of directors being divided into three
               classes which shall be as nearly equal in number as
               possible.

     The actions taken by the Written Consent became
effective on April 8, 2003.

     Further information concerning the actions taken by the
Written Consent is contained in the Company's Definitive
Information Statement - Schedule 14C - that was filed with
the Securities and Exchange Commission on March 17, 2003, in
addition to the Company's Current Report on Form 8-K/A that
was filed with the Securities and Exchange Commission on
April 10, 2003.

Item 5.        Other Information

     None

Item 6.        Exhibits and Reports on Form 8-K

     (a)  Exhibits:

     Exhibit
     Number                        Description

     (a)        Exhibits.

     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.



                               -PAGE-




     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.

     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.



                               -PAGE-




     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.

     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.

     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.



                               -PAGE-




     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.

     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.



                               -PAGE-




     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.

     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.



                               -PAGE-




     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.

     (b)  Reports on Form 8-K.

          (1)  On February 18, 2003, the Company filed a Current
               report on Form 8-K disclosing (1) the closing of the
               transaction on January 31, 2003 whereby, pursuant to a
               Purchase Agreement dated January 31, 2003 by and among
               Paramco Financial Group, Inc., Michael S. Goodlett and
               Terrence Riely, the Company acquired all of the outstanding
               capital stock of Woodlands S.A. Financial Services, Inc.,
               including the filing with the Nevada Secretary of State on
               January 23, 2003 of a Certificate of Determination for a
               Series B Convertible Preferred Stock; (2) the termination on
               December 19, 2002 of the Letter of Intent by and between the
               Company and Boyd Bassham for the Company to acquire Wall
               Street Mortgage Corporation; (3) the sale by means of a
               private placement on January 3, 2003 of 131,000 shares of
               Series A Convertible Preferred Stock to Ashford Capital LLC;
               and (4) the filing with the Nevada Secretary of State on
               January 15, 2003 of a Certificate of Determination for a
               Series B Convertible Preferred Stock, none of which has been
               issued as of the date of this Annual Report.

          (2)  On March 17, 2003, the Company filed a Current Report
               on Form 8-K disclosing the election of executive officers.

          (3)  On April 10, 2003, the Company filed a Current Report
               on Form 8-K, and Amendment Nos. 1 and 2 thereto, disclosing
               (1) the completion of the merger of Paramco Financial Group,
               Inc., a Nevada corporation, with and into Paramco Financial
               Group, Inc. a Delaware corporation and (2) a new trading
               symbol.

          (4)  On May 6, 2003, the Company filed a Current Report on
               Form 8-K
               disclosing the Annulment and Amending
               Agreement by and among Paramco  Financial
               Group, Inc., Michael S. Goodlett and Terrence
               Riely, dated May 2, 2003.



                               -PAGE-





                         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:     May 20, 2003                /s/ Douglas G. Gregg
                                       ------------------------
                                       Douglas G. Gregg
                                       Chairman of the Board
                                       and Chief Executive Officer

                                       /s/ Paul S. Sidey
                                       ------------------------
                                       Paul S. Sidey
                                       Director and President

                                       /s/ Terrence Riely
                                       ---------------------------
                                       Terrence Riely
                                       Director,  Secretary, Acting
                                       Chief Financial Officer and
                                       Acting Principal Accounting
                                       Officer













                               -PAGE-




                       CERTIFICATIONS

     I, Douglas G. Gregg, certify that:

     1.   I have reviewed this quarterly report on Form 10-KSB of
          Paramco Financial Group, Inc.;

     2.   Based on my knowledge, this quarterly report does not
          contain any untrue statement of a material fact or omit to
          state a material fact necessary to make the statements made,
          in light of the circumstances under which such statements
          were made, not misleading with respect to the period covered
          by this quarterly report;

     3.   Based on my knowledge, the financial statements, and
          other financial information included in this quarterly
          report, fairly present in all material respects the
          financial condition, results of operations and cash flows of
          the registrant as of, and for, the periods presented in this
          quarterly report;

     4.   The registrant's other certifying officers and I are
          responsible for establishing and maintaining disclosure
          controls and procedures (as defined in Exchange Act Rules
          13a-14 and 15d-14) for the registrant and have:

          (a)    Designed such disclosure controls and
             procedures to ensure that material information
             relating to the registrant, including its
             consolidated subsidiaries, is made known to us
             by others within those entities, particularly
             during the period in which this quarterly
             report is being prepared;

             (b)    Evaluated the effectiveness of the
             registrant's disclosure controls and
             procedures as of a date within 90 days prior
             to the filing date of this quarterly report
             (the "Evaluation Date"); and

             (c)    Presented in this quarterly report our
             conclusions about the effectiveness of the
             disclosure controls and procedures based on
             our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officers and I have
          disclosed, based upon our most recent evaluation, to the
          registrant's auditors and the audit committee of the
          registrant's board of directors (or persons performing the
          equivalent functions):

          (a)    All significant deficiencies in the design
             or operation of internal controls which could
             adversely affect the registrant's ability to
             record, process, summarize and report
             financial data have identified for the
             registrant's auditors any material weaknesses
             in internal controls; and

          (b)    Any fraud, whether or not material, that
             involves management or other employees who
             have a significant role in the registrant's
             internal controls; and

     6.   The registrant's other certifying officers and I have
          indicated in this quarterly report whether or not there are
          significant changes in internal controls or in other factors
          that could significantly affect internal controls subsequent
          to the date of our most recent evaluation, including any
          corrective actions with regard to significant deficiencies
          and material weaknesses.

     Date:  May 20, 2003.


                              By:   /s/ Douglas G. Gregg
                                   ------------------------------------
                                           Douglas G. Gregg



                               -PAGE-





     Chairman of the Board
     and Chief Executive Officer

     I, Terrence Riely, certify that:

     1.   I have reviewed this quarterly report on Form 10-KSB of
          Paramco Financial Group, Inc.;

     2.   Based on my knowledge, this quarterly report does not
          contain any untrue statement of a material fact or omit to
          state a material fact necessary to make the statements made,
          in light of the circumstances under which such statements
          were made, not misleading with respect to the period covered
          by this quarterly report;

     3.   Based on my knowledge, the financial statements, and
          other financial information included in this quarterly
          report, fairly present in all material respects the
          financial condition, results of operations and cash flows of
          the registrant as of, and for, the periods presented in this
          quarterly report;

     4.   The registrant's other certifying officers and I are
          responsible for establishing and maintaining disclosure
          controls and procedures (as defined in Exchange Act Rules
          13a-14 and 15d-14) for the registrant and have:

          (a)    Designed such disclosure controls and
             procedures to ensure that material information
             relating to the registrant, including its
             consolidated subsidiaries, is made known to us
             by others within those entities, particularly
             during the period in which this quarterly
             report is being prepared;

                 (b)    Evaluated the effectiveness of the
             registrant's disclosure controls and
             procedures as of a date within 90 days prior
             to the filing date of this quarterly report
             (the "Evaluation Date"); and

          (c)    Presented in this quarterly report our
             conclusions about the effectiveness of the
             disclosure controls and procedures based on
             our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officers and I have
          disclosed, based upon our most recent evaluation, to the
          registrant's auditors and the audit committee of the
          registrant's board of directors (or persons performing the
          equivalent functions):

          (a)    All significant deficiencies in the design
             or operation of internal controls which could
             adversely affect the registrant's ability to
             record, process, summarize and report
             financial data have identified for the
             registrant's auditors any material weaknesses
             in internal controls; and

          (b)    Any fraud, whether or not material, that
             involves management or other  employees who
             have a significant role in the registrant's
             internal controls; and

     6.   The registrant's other certifying officers and I
          have indicated in this quarterly report whether or
          not there are significant changes in internal
          controls or in other factors that could
          significantly affect internal controls subsequent
          to the date of our most recent evaluation,
          including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date:  May 20, 2003.


                              By:  /s/ Terrence Riely
                                  ---------------------------
                                   Terrence Riely
                                   Acting Chief Financial
                                   Officer






                               -PAGE-