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: June 30, 2003

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

     For the transition period from ____________ to _____________

     Commission File Number:  000-32495

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

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

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

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

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

Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of
1934 during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days.   Yes [X] No [ ]

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

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

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:
29,025,042 as of  August 14, 2003.

Transitional Small Business Disclosure Format (Check One):
Yes ____   No __X__



                           PAGE-1-





PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements





































                           PAGE-2-






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

                                      ASSETS


 CURRENT ASSETS:
   Cash & cash equivalents                                    $     31,807
   Interest receivable                                               2,766
   Note receivable                                                  10,000
   Due from officers                                                73,100
                                                               -------------
                         Total current assets                      117,673

 OTHER ASSETS:
   Deposit                                                          60,535

                                                               -------------
                                                              $    178,208
                                                               =============
                     LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:
   Accounts payable                                           $    546,802
   Accrued expenses                                                 11,614
   Notes payable                                                   649,750
   Convertible notes payable assumed on acquisition                 25,000
   Convertible notes payable                                       672,473
                                                               -------------
                                                                 1,905,639

 COMMITMENTS & CONTINGENCIES:                                            -

 STOCKHOLDERS' DEFICIT:
   Preferred stock - unclassified, $0.001 par value,
     5,969,000 shares authorized, none issued                            -
   Preferred Stock - Series A convertible $0.001 par
    value per share, 131,000  shares authorized,
    131,000  shares issued                                             131
   Preferred Stock - Series B convertible
 $0.001 par value per share,
    3,750,000  shares authorized, none issued                            -
   Preferred Stock - Series C convertible
 $0.001 par value per share,
    150,000  shares authorized, none issued                              -
   Common stock, $0.001 par value, 50,000,000
     shares authorized, 28,825,042 issued and outstanding           28,825
   Additional paid-in capital                                    1,157,411
   Note receivable - Preferred stock                               (18,000)
   Deficit accumulated during the development stage             (2,895,798)
                                                               -------------
                         Total stockholders' deficit            (1,727,431)

                                                               -------------
                                                              $    178,208
                                                               =============



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




                           PAGE-3-





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

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

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


Operating expenses                                      1,490,329      16,573      1,887,966        89,112      2,735,367
                                                       ------------   ---------   ------------   -----------   -------------
Loss from operations                                   (1,490,329)    (16,573)    (1,887,966)      (22,973)    (2,460,386)

Other income (expense):
  Loss on permenant decline of marketable securities            -           -              -             -       (315,711)
  Recapitalization costs                                        -           -              -             -        (32,647)
  Interest income                                           1,384           -          2,792             -          2,936
  Interest (expense)                                      (11,414)    (16,100)       (11,639)      (17,856)       (89,990)
                                                       ------------   ---------   ------------   -----------   -------------
       Total other income (expense)                       (10,030)    (16,100)        (8,847)      (17,856)      (435,412)
                                                       ------------   ---------   ------------   -----------   -------------
Net loss                                             $ (1,500,359)  $ (32,673)  $ (1,896,813)   $  (40,829)  $ (2,895,798)
                                                       ============   =========   ============   ===========   =============
Basic and diluted net loss per share:                 $     (0.27)  $   (0.21)   $     (0.62)    $   (0.26)
                                                       ============   =========   ============   ===========
Basic and diluted weighted average
   shares outstanding                                   5,546,486     156,250      3,055,260       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 in connection with the reorganization on April 8, 2003.

</TABLE>



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




                           PAGE-4-






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

<TABLE>
<CAPTION>

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                               $ (1,896,813)    $   (40,829)     $ (2,895,798)
  Adjustments to reconcile net loss to net cash used in
     operating activities:
      Shares issued for services                              981,652               -         1,297,363
      Shares issued for interest payment                        3,330               -            50,586
      Warrants issued for consulting services                 114,700               -           114,700
      Recapitalization on reverse acquisition                                                    32,647
      (Increase)  in current assets                                                               4,250
          Interest Receivable                                  (2,766)              -            (2,766)
          Deposit                                             (60,000)           (535)          (60,535)
          Due from officers                                         -         (68,141)                -
      Increase/ (decrease) in current laibilities:                                                    -
          Accounts payable and accrued expenses               557,109          (8,706)          541,948
                                                          -------------    -------------    --------------
  Total Adjustments                                         1,594,025         (77,382)        1,978,193
                                                          -------------    -------------    --------------
      Net cash used in operating activities                  (302,788)       (118,211)         (917,605)
                                                          -------------    -------------    --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Payment of officer advances                             (64,900)              -           (68,500)
      Payments of notes payable                               (93,742)              -          (143,742)
      Proceeds from notes payable                             477,473         147,400         1,175,254
                                                          -------------    -------------    --------------
      Net cash provided by financing activities               318,831         147,400           963,012
                                                          -------------    -------------    --------------
CASH FLOWS FROM INVESTING ACTIVITIES
      Payment of note receivable                               (3,600)              -           (13,600)
                                                          -------------    -------------    --------------
NET INCREASE IN CASH & CASH EQUIVALENTS                        12,443          29,189            31,807

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                     19,364          10,123                 -
                                                           -------------    -------------    --------------
CASH & CASH EQUIVALENTS, ENDING BALANCE                   $    31,807    $     39,312      $     31,807
                                                           -------------    -------------    --------------

</TABLE>


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




                           PAGE-5-



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


Note 1 - Basis of presentation

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

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

Reclassifications

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

Note 2 - Principles of consolidation

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

Note 3 - Recent pronouncements

In  December  2002,  the  Financial  Accounting  Standards  Board
("FASB")  issued  Statement  of  Financial  Accounting  Standards
("SFAS")     No.     148,     "Accounting     for     Stock-Based
Compensation-Transition  and  Disclosure-an  amendment  of   FASB
Statement  No.  123".   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
financial  statements for fiscal years ending after December  15,
2002.    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  SFAS No.  149  (SFAS  149),
Amendment of Statement 133 on Derivative Instruments and  Hedging
Activities. SFAS 149 amends and clarifies the accounting guidance
on  (1)  derivative  instruments  (including  certain  derivative
instruments   embedded  in  other  contracts)  and  (2)   hedging
activities  that  fall within the scope of  SFAS  No.  133  (SFAS
133),   Accounting   for  Derivative  Instruments   and   Hedging
Activities.   SFAS  149  also  amends  certain   other   existing
pronouncements, which will result in more consistent reporting of
contracts that are derivatives in their entirety or that  contain
embedded derivatives that warrant separate accounting. FAS 149 is
effective  (1) for contracts entered into or modified after  June
30,   2003,   with  certain  exceptions,  and  (2)  for   hedging
relationships designated after June 30, 2003. The guidance is  to
be  applied prospectively. The adoption of SFAS 149 does not have
a  material effect on the earnings or financial position  of  the
Company.



                           PAGE-6-




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


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

Note 4 - Note receivable

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

Note 5 - Due from officer

This  amount  of  $73,100 represents the advance  payment  to  an
officer.  The amount is due on demand and unsecured and bears  an
interest  rate of 6% per year. Interest for the six month  period
ended June 30, 2003 amounted to $2,193.

Note 6 - Promissory notes payable:

Through   March  31,  2003,  the  Company  has  issued   secured
promissory notes amounting $672,473. The promissory notes  carry
interest  rates of 12% and 18 % per annum and are due in  twelve
months.  The  interest  is payable on a monthly  basis  and  the
principal will be repaid at the end of the term.

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.



                           PAGE-7-





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


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

Note 7 - Convertible notes payable

Through March 31, 2003, the Company has issued convertible notes
amounting $649,750. 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

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

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

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

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

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

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.

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




                           PAGE-8-




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


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

Note 9 - Basic and diluted net loss per share

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

Note 10 - Supplemental disclosure of cash flows

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

The  Company paid $0 for income tax during the six-month  periods
ended June 30, 2003 and 2002. The Company paid $25,045 and $0 for
interest  during the six-month periods ended June  30,  2003  and
2002, respectively.

Note 11 - Change in control and acquisition

On  July  16,  2002, there was a change in control  from  Ashford
Capital  to Airline Communications, Ltd. through a Stock Purchase
Agreement whereby Ashford Capital transferred 13,300,000 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 7,312,505 shares of its restricted common
stock, comprised of 2,772,725 shares to Douglas G. Gregg and 10,000
shares  to  Paul  S. Sidey, officers of the Company.  Douglas  G.
Gregg,  President, acting Chief Financial Officer and a  director
of  the Company, is also the President and a director of each  of
PFGI  and  its  two subsidiaries, Paramount Mortgage Investments,
Inc.  ("PMI")  and Paramount Real Estate Investment  Trust,  Inc.
("PREI"). Paul S. Sidey, Secretary and a director of the Company,
is  also  the Secretary and a director of each of PFGI,  PMI  and
PREI.  PFGI was incorporated on April 4, 1996 and is a  corporate
financial  services  firm specializing  in  the  development  and
placement  of  commercial  equipment  leasing  transactions   and
assisting clients with their capital formation needs.




                           PAGE-9-





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


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

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

Note 12 - Commitments and litigation

Commitments:

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

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

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

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

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




                           PAGE-10-





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


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

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

Litigation:

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

Note 13 - Going concern

These financial statements have been prepared in accordance  with
generally  accepted accounting principles applicable to  a  going
concern,  which  contemplates the realization of assets  and  the
satisfaction of liabilities and commitments in the normal  course
of  business.   As of June 30, 2003, the Company has  accumulated
operating losses of $2,895,798 since inception, including  a  net
loss  of $1,896,813 for the six-month period ended June 30, 2003.
The  Company's  ability  to  continue  as  a  going  concern   is
contingent upon the successful completion of additional financing
arrangements  and its ability to achieve and maintain  profitable
operations.  Management plans to raise equity capital to  finance
the  operating and capital requirements of the Company.   Amounts
raised  will  be  used for further development of  the  Company's
products,  to  provide financing for marketing and promotion,  to
secure  additional property and equipment, and for other  working
capital purposes. While the Company is expending its best efforts
to  achieve the above plans, there is no assurance that any  such
activity   will  generate  funds  that  will  be  available   for
operations.




                           PAGE-11-





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


Note 14- Annulment and Amending Agreement

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

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

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

Note 15- Reincorporation

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

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






                           PAGE-12-






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 (equivalent to 13,300,000 post-reorganization
shares)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-13-




     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 (equivalent to 7,312,505 post-reorganization shares)
to Douglas G. Gregg and 100,000 shares of our common
stock (equivalent to 2,772,725 post-reorganization shares)
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-14-





     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."




                           PAGE-15-





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 June 30, 2003, as
compared to the Three Months ended June 30, 2002.

Revenues

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

Costs and Expenses

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

Salaries and Wages

     Salaries and wages totaled $210,446 in the three-month
period ended June 30, 2003 compared to $-0- in the three
months ended June 30, 2002.  This increase is attributable
to the commencement of salaries being paid and/or accrued
for employees, including officers.

General and Administrative Expenses

     General and administrative expenses totaled $1,257,452
in the three-month period ended June 30, 2003 compared to
$16,573 in the three months ended June 30, 2002, an increase
of $1,240,879, or 7,487%.  This increase is attributable
almost entirely to an increase in consulting fees (from
$4,582 to $1,161,057) and legal, accounting an dother
professional fees (from $-0- to $69,950) and results from
non-recurring accruals for the consulting fees expenses
normally incurred by public companies, i.e., legal,
accounting, etc.  Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.

Interest Expense

     Interest expense totaled $11,414 for the three-month
period ended June 30, 2003 compared to $16,100 in the three
months ended June 30, 2002, a decrease of $4,686 or 29%.




                           PAGE-16-





Net Profit (Loss)

     During the three months ended June 30, 2003, our loss
was $1,500,359 or ($0.27) per share, as compared to our loss
during the three months ended June 30, 2002 of $32,673 or
($0.21) per share. Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc. and the per share
losses are reflective of the recapitalization upon reverse
merger on September 10, 2002 and the reorganization on April
8, 2003.

     Operations for the Six Months ended June 30, 2003, as
compared to the Six Months ended June 30, 2002.

Revenues

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

Costs and Expenses

     Inasmuch as there were no revenues during the six-month
periods ended June 30, 2003 at limited revenues during the
six months ended June 30, 2002, there were no costs or
expenses attributable to sales for either period.

Salaries and Wages

     Salaries and wages totaled $422,942 in the six-month
period ended June 30, 2003 compared to $-0- in the six
months ended June 30, 2002.  This increase is attributable
to the commencement of salaries being paid and/or accrued
for employees, including officers.

General and Administrative Expenses

     General and administrative expenses totaled $1,465,024
in the six-month period ended June 30, 2003 compared to
$74,065 in the six months ended June 30, 2002, an increase
of $1,390.959, or 1,8787%.  This increase is attributable
almost entirely to an increase in consulting fees (from
$49,203 to $1,228,557) and legal, accounting and other
professional fees (from $-0- to $132,409) and results from
non-recurring accruals for the consulting fees expenses
normally incurred by public companies, i.e., legal,
accounting, etc.  Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.




                           PAGE-17-





Interest Expense

     Interest expense totaled $11,639 for the six-month
period ended June 30, 2003 compared to $18,050 in the six
months ended June 30, 2002, a decrease of $6,411 or 35%.

Net Profit (Loss)

     During the six months ended June 30, 2003, our loss was
$1,896,813 or ($0.62) per share, as compared to our loss
during the six months ended June 30, 2002 of $40,829 or
($0.26) per share.  Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc. and the per share
losses are reflective of the recapitalization upon reverse
merger on September 10, 2002 and the reorganization on April
8, 2003.

Liquidity and Capital Resources

     In the six-month period ended June 30, 2003, net cash
of $302,788 was used by operating activities as compared to
the six months ended June 30, 2002, when operating
activities used $118,211.  During the six-month period June
30, 2003, investing activities used net cash of $3,600, as
compared to no cash used in investing activities in the six-
month period ended March 31, 2002.  Net cash of $318,831 was
provided by financing activities during the six-month period
ended June 30, 2003.  This compared to net cash of $147,000
provided by financing activities during the same period
ended June 30, 2002.  The cash provided by financing came
primarily from the sale of promissory notes by the Company.

     As of the quarter ended June 30, 2003, we had $31,807
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 $2,895,798.
The Company requires immediate proceeds from debt or equity
financing to provide it with working capital adequate to
proceed with its proposed acquisitions and to go forward
with its plan of operations.

     As a result of these factors, the Company's independent
auditors issued their audit report for the fiscal year ended
December 31, 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 June 30, 2003, and the "going
concern" issues remain.   We intend for the Company to seek
private equity and/or debt capital to initiate our mortgage
operations by Paramco Mortgage Corporation and our
investment operations by Paramco Investments, Inc.  There
can be no assurances that any such capital will be available
on terms acceptable to us, or at all.  However, management
believes that the new focus of our business on the financial
services sector will enable us to acquire existing
businesses in that sector and to utilize these acquisitions
in an effort to raise the capital necessary to resolve these
"going concern" issues.




                           PAGE-18-





Recent Accounting Pronouncements

     In December 2002, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of FASB
Statement No. 123.  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
financial statements for fiscal years ending after December
15, 2002.  The adoption of SFAS No. 148 does not have a
material impact on the earning or financial position of the
Company.

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

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




                           PAGE-19-





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-20-





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




                          PAGE-21-




CFO require that the CEO and CFO disclose that information
to our Board's Audit Committee (or persons performing the
equivalent functions) and to our independent auditors and to
report on related matters in this section of the Quarterly
Report. In the professional auditing literature,
"significant deficiencies" are referred 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.  Both the Company and
Mr. Gregg have filed responsive pleadings denying the
allegations of the complaint.  The Company and Mr. Gregg
intend to defend their respective legal positions
vigorously.




                            PAGE-22-





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 29,025,042 shares of common stock issued and
outstanding.  With respect to our Preferred Stock, 4,031,000
shares have been classified as follows: Series A - 131,000
shares authorized with 131,000 issued and outstanding;
Series B - 3,750,000 shares authorized with none issued and
outstanding; and Series C - 150,000 authorized with none
issued and outstanding.  The remaining 5,969,000 shares of
Preferred are unclassified.




                            PAGE-23-





     On or about April 10, 2003, we issued $80,250 of our
one-year redeemable convertible debentures to one otherwise
unrelated person.  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 April 23, 2003, we issued $40,000 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.

     During June of 2003, we issued an aggregate of $60,000
of our one-year redeemable convertible debentures to two
otherwise unrelated persons.  The debentures bear interest
at the rate of 12% per annum, interest payable monthly.  In
addition, the purchasers of the debentures are presently
entitled to receive an aggregate of 60,000 shares of our
restricted common stock, valued at $0.43 per share.  These
transactions were made in reliance upon the exemption from
registration under Section 4(2) of the Securities Act of
1933, as amended.

     On or about June 23, 2003, we issued 10,000 shares of
our restricted common stock, valued at $0.20 per share, to
the holder of a promissory note of the Company in
consideration of the negotiation of an extension of the term
of said note.  This stock transaction was made in reliance
upon the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended.

     On or about June 25, 2003, we issued 100,000 shares of
our restricted common stock, valued at $0.20 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.





                            PAGE-24-




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

Item 3.        Default Upon Senior Securities

     None

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

     None

Item 5.        Other Information

     None

Item 6.        Exhibits and Reports on Form 8-K

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

     Exhibit
     Number                        Description

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

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




                            PAGE-25-





     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-26-





     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.




                            PAGE-27-





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

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

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

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

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

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

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

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

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




                            PAGE-28-





     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.

     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.




                            PAGE-29-





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

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

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

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

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

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




                            PAGE-30-





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

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

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

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





                            PAGE-31-






     (b)  Reports on Form 8-K.

          (1)  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.

          (2)  On June 16, 2003, the Company filed a Current Report on
               Form 8-K/A, which amended the Current Report on Form 8-K
               dated September 10, 2002 that was filed the Securities and
               Exchange Commission on September 10, 2002, concerning the
               acquisition of Paramco Financial Group, Inc., a Colorado
               corporation (formerly known as Paramount Financial Group,
               Inc.).  The Form 8-K/A contained the requisite financial
               statements of the business acquired by the Registrant.

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

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






















                            PAGE-32-





                         SIGNATURES

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

Registrant:              PARAMCO FINANCIAL GROUP, INC.


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

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


Date:     August 19, 2003

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


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


Date:   August 19, 2003       /s/ Terrence Riely
                              -------------------
                              Terrence Riely
                              Director,  Secretary,  Acting Chief
                              Financial Officer and Acting
                              Principal Accounting Officer












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