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

                        FORM 10-QSB/A
(Mark One)

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

     For the quarterly period ended: March 31, 2003

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

     For the transition period from ____________ to _____________

     Commission File Number:  000-32495

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

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

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

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

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

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

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

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

Applicable only to corporate issuers:

State the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date: 28,715,042 as of May 12, 2003.

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



                               -1-





PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements


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

                        ASSETS
                        ------

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


 OTHER ASSETS
   Deposit                                                        24,535
                                                        ----------------
                                                        $        178,010
                                                        ================

        LIABILITIES AND STOCKHOLDERS' DEFICIT

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

 COMMITMENTS

 STOCKHOLDERS' DEFICIT
   Preferred stock, $0.001 par value,
     4,869,000 shares authorized, none issued                          -
   Series A convertible Preferred Stock $0.001
     par value per share,
     131,000  shares authorized, 131,000 shares issued               131
   Series D convertible Preferred Stock $0.001 par value
   per share,
    63,000  shares authorized, 46,770 shares issued                   47
   Common stock, $0.001 par value, 50,000,000
     shares authorized, 328,997 issued and outstanding               329
   Additional paid-in capital                                     86,178
   Note receivable - Preferred stock                            (18,000)

   Accumulated deficit                                       (1,395,439)
                                                        ----------------
            Total stockholders' deficit                      (1,326,754)
                                                        ----------------
                                                        $        178,010
                                                        ================


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



                               -2-






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


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

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

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

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

Provision for Income Taxes                    (800)             -
                                        ------------   ------------
Net Loss                                $ (396,454)   $  (74,795)
                                        ============   ============

Basic and diluted net loss per share:   $    (0.58)   $    (0.48)
                                        ============   ============
Basic and diluted weighted average
   shares outstanding                       681,862       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.



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




                               -3-






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

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

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

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

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

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




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





                               -4-




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


Note 1 - Basis of presentation

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

Reclassifications

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

Note 2 - Principles of consolidation

The  accompanying consolidated financial statements  include  the
accounts  of  Paramco Financial Group, Inc. and its  100%  wholly
owned subsidiaries Paramco Mortgage Corporation (PMC) and Paramco
Investments, Inc. (PII).  All significant inter-company  accounts
and  transactions  have  been eliminated in  consolidation.   The
acquisition  of  Paramco  Financial Group,  Inc.  (PFGI)  by  the
Company  on  September  10, 2002, has been  accounted  for  as  a
purchase  and treated as a reverse acquisition since  the  former
owners of PFGI control the majority of the outstanding shares  of
common   stock   of   the  Company  immediately   following   the
acquisition.  The  historical results for the three-month  period
ended  March  31,  2003 include the Company  (from  the  date  of
acquisition), PFGI, PMC and PII, while the historical results for
the three-month period ended March 31, 2002 include only PFGI.

Note 3 - Recent pronouncements

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

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



                               -5-



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


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

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

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

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

Note 4 - Note receivable

The Company has a note receivable from an entity for $13,600 with
6  month  term,  unsecured, and bearing 10%  interest,  for  cash
advanced by the Company to the entity on November 21, 2002.




                               -6-



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


Note 5 - Due from officer

This  amount  of  $69,500 represents the advance  payment  to  an
officer.  The amount is due on demand and unsecured and bears  an
interest rate of 6% per year.

Note 6 - Promissory notes payable:

Through   March  31,  2003,  the  Company  has  issued   secured
promissory notes amounting $718,492. The promissory notes  carry
interest  rates of 12% and 18 % per annum and are due in  twelve
months.  The  interest  is payable on a monthly  basis  and  the
principal  will  be repaid at the end of the term.  The  Company
paid back $15,000 note during the three-month period ended March
31, 2003.

All or part of loan proceeds may be rolled for an additional one-
year  term  under the same terms and conditions as  first  year.
Principal  is  secured  by  the Company  owned  publicly  traded
preferred  stock  of EMB Corporation. The promissory  notes  are
additionally  secured  by  500,000  common  shares  of  the  EMB
Corporation  and 1,000,000 privately held common shares  of  the
EMB  Corporation. The notes shall, at the option of the  holders
thereof, be immediately due and payable upon failure to make any
payment  due  or  for breach of any condition  of  any  security
interest,  mortgage,  pledge agreement or  guaranty  granted  as
collateral security for the notes or breach of any condition  of
any  security agreement or mortgage, if any, having  a  priority
over  any  security agreement or mortgage on collateral granted,
in  whole  or in part, as collateral security for the  notes  or
upon  the  filing of an assignment for the benefit of creditors,
bankruptcy, or for relief under any provisions of the Bankruptcy
Code;  or by suffering an involuntary petition in bankruptcy  or
receivership  not vacated within thirty days.  On  December  31,
2002, the securities had zero value as described in Note 2.

In  addition,  the  Company has a convertible note  of  $25,000,
assumed  on reverse acquisition of The Prestige Group.net,  Inc.
(note  13).  The note is for a period of one year at an interest
rate  of  12% per annum. This note can be paid back in  cash  or
common  stock at a price 30% less than the average of the  three
lowest  bid price for the ten-day period preceding the date  the
note becomes due.

Note 7 - Convertible notes payable

Through March 31, 2003, the Company has issued convertible notes
amounting $458,500. The promissory notes carry interest rates of
12% per annum and are due in twelve months. At the option of the
holder  after 30 days from issuance, the note can be  converted,
in  whole  or  in part, into the Company's common stock  at  the
conversion  price equal to the volume-weighted  trading  average
closing  bid  price  during  the  10  consecutive  trading  days
immediately preceding the conversion date.


Note 8 - Stockholder's equity and related note receivable

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

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



                               -7-



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


During  the three month period ended March 31, 2003, the  Company
issued  63,934  shares  of common stock for  consulting  fees  of
$10,250. The stock was valued at the average fair market value of
the freely traded 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 receivable of $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 period ended March 31,  2003,  4,677,046
shares  of common stock, owned by officers or a related party  to
the  officers of the Company, were converted to 46,770 shares  of
Series  D  Convertible Preferred Stock. Subsequent to  March  31,
2003,  this  Series D Convertible Preferred Stock  was  converted
into 23,385,230 shares of common stock of the Company (Note 14).

Note 9 - Basic and diluted net loss per share

Basic  and diluted net loss per share for the three-month  period
ended March 31, 2003 and 2002 was determined by dividing net loss
for  the  period  by  the weighted average number  of  basic  and
diluted  shares  of  common stock outstanding.  Weighted  average
number of shares used to compute basic and diluted loss per share
is  the  same  since the effect of dilutive securities  is  anti-
dilutive.

Note 10 - Supplemental disclosure of cash flows

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

The Company paid $0 for income tax during the three-month periods
ended  March 31, 2003 and 2002. The Company paid $25,045  and  $0
for  interest during the three-month periods ended March 31, 2003
and 2002, respectively.

Note 11 - Acquisition

On  July  16,  2002, there was a change in control  from  Ashford
Capital  to Airline Communications, Ltd. through a Stock Purchase
Agreement whereby Ashford Capital transferred 2,660,000 shares of
the   Company's  $0.001  par  value  common  stock   to   Airline
Communications, Ltd.  Concurrently, the officers and the board of
directors  resigned and were replaced by the officers of  Airline
Communications,  Ltd.  In  addition,  the  former  officers   and
directors  of  the Company received all of the fixed  assets  and
inventory  of the Company and adjusted the promissory notes,  the
amount due from shareholder and the accrued interest as a part of
the acquisition transaction.

As a part of the above transaction, the Company, on September 10,
2002, closed a transaction, whereby it acquired all of the issued
and  outstanding  shares of capital stock  of  Paramco  Financial
Group, Inc., a Colorado corporation (formerly Paramount Financial
Group, Inc.) ("PFGI") from Douglas G. Gregg and Paul S. Sidey. In
exchange for all of the shares common stock of PFGI, the  Company
issued  an aggregate of 1,562,500 shares of its restricted common
stock,  comprised  of 1,462,500 shares to Douglas  G.  Gregg  and
100,000 shares to Paul S. Sidey, officers of the Company. Douglas
G.  Gregg,  President,  acting  Chief  Financial  Officer  and  a
director of the Company, is also the President and a director  of
each  of  PFGI  and  its  two  subsidiaries,  Paramount  Mortgage
Investments,  Inc.  ("PMI") and Paramount Real Estate  Investment
Trust, Inc. ("PREI"). Paul S. Sidey, Secretary and a director  of
the  Company,  is also the Secretary and a director  of  each  of
PFGI, PMI and PREI. PFGI was incorporated on April 4, 1996 and is
a   corporate  financial  services  firm  specializing   in   the
development   and  placement  of  commercial  equipment   leasing
transactions  and assisting clients with their capital  formation
needs.




                               -8-



                  PARAMCO FINANCIAL GROUP, INC.
 (Formerly Prestige Group.net, Inc. and Prestige Jewelry, Inc.)
      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.  The  financial
statements  of legal acquiree are not significant, therefore,  no
pro forma financial information is submitted.

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

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

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

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

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

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



                               -9-



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


Litigation:

On  April  24,  2003, the Company and Mr. Douglas G.  Gregg,  the
president and chairman of the board of directors of the  Company,
were  named as a defendant in a lawsuit styled, 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. As of this date, both defendants
have  filed  an answer to 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 March 31, 2003, the Company has  accumulated
operating losses of $1,395,439 since inception, including  a  net
loss of $396,454 for the three-month period ended March 31, 2003.
The  Company's  ability  to  continue  as  a  going  concern   is
contingent upon the successful completion of additional financing
arrangements  and its ability to achieve and maintain  profitable
operations.  Management plans to raise equity capital to  finance
the  operating and capital requirements of the Company.   Amounts
raised  will  be  used for further development of  the  Company's
products,  to  provide financing for marketing and promotion,  to
secure  additional property and equipment, and for other  working
capital purposes. While the Company is expending its best efforts
to  achieve the above plans, there is no assurance that any  such
activity   will  generate  funds  that  will  be  available   for
operations.

Note 14- Subsequent Events

On  January 31, 2003, the Company initially 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.  However, on May 2, 2003 such closing was annuled (see
below). Pursuant to the initial closing, 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.




                               -10-



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


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.

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)     46,770 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.







                               -11-





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

Forward-Looking Statements

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

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

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

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

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

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

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




                               -12-




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

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

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

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

     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.




                               -13-





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

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

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

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

Results of Operations

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

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

Revenues

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




                               -14-





Expenses

     Operating expenses for the three months ended March 31,
2003, were $368,043. This represents an increase of
$312,777, or 565%, in total expenses from the comparable
three-month period ended March 31, 2002, when we reported
total expenses of $55,266.  Total expenses, including
operating expenses and interest and other miscellaneous
expenses for the three-month period ended March 31, 2003
were $395,654, This represents an increase of $320,859, or
429%, from the comparable three-month period ended March 31,
2002 when we reported total expenses of $74,795.  Much of
the increase in expenses can be attributed to the fact that
the Company is no longer a development stage company, to
general and administrative expenses, and to those expenses
normally incurred by public companies, i.e., legal,
accounting, etc.  Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.

Net Profit (Loss)

     During the three months ended March 31, 2003, our loss
was $396,454 or ($0.58) per share, as compared to our loss
during the three months ended March 31, 2002 of $74,795 or
($0.48) per share. Historical results from 2002 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.

Liquidity and Capital Resources

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

     As of the quarter ended March 31, 2003, we had $68,992
of current cash available.  Our management believes that
this is not sufficient to meet our needs for the remainder
of our 2003 fiscal year.  Since our inception on, the
Company has incurred an accumulated deficit of $1,395,439.
The Company requires immediate proceeds from debt or equity
financing to provide it with working capital adequate to
proceed with its proposed acquisitions and to go forward
with its plan of operations.

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




                               -15-





Recent Accounting Pronouncements

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

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

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




                               -16-





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

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

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

Item 3.        Controls and Procedures

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

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




                               -17-





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.

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.






                               -18-





Scope of the Controls Evaluation.

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




                               -19-





PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

     On May 6, 2003, the Company and Mr. Gregg were served
with a complaint that named each of them as a defendant in a
lawsuit styled, Arthur Hall vs. Paramount Financial Group,
Inc.; Douglas Gregg, in the District Court, Denver County,
Colorado, Case No. 03 CV 2874.  Plaintiff has alleged causes
of action against the Company for breach of contract,
promissory estoppel, and intentional and negligent
misrepresentation and causes of action against Mr. Gregg for
promissory estoppel, intentional interference with
contract/financial expectancy, and intentional and negligent
misrepresentation.  Plaintiff has requested the following
relief:  (i) compensatory damages in an amount unspecified,
(ii) punitive damages, (iii) attorney's fees and costs, (iv)
pre- and post-judgment interest, and (v) any further relief
deemed just and proper by the court.  As of the date of this
Amended Quarterly Report, both defendants have filed an
answer to the complaint.  Both the Company and Mr. Gregg
intend to defend their respective legal positions
vigorously.

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.




                               -20-





     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 May 12, 2003, we had approximately
28,715,042 shares of common stock outstanding, 131,000
shares of our Series A Preferred Stock authorized and
outstanding, and 150,000 shares of our Series C Preferred
Stock authorized and outstanding.

     On or about February 12, 2003, we issued 443,333 shares
of our restricted common stock, valued at $0.0125 per share,
to a consultant to the Company, in connection with
consulting services rendered by such person.  This stock
transaction was made in reliance upon the exemption from
registration under Section 4(2) of the Securities Act of
1933, as amended.

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

     On or about March 27, 2003, we issued $45,000 of our
one-year redeemable convertible debentures to one otherwise
unrelated person.  The debenture bears interest at the rate
of 12% per annum, interest compounded monthly and payable
concurrently with the principal.  This transaction was made
in reliance upon the exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended.

     On or about March 28, 2003, we issued 150,000 shares of
our restricted common stock, valued at $0.0125 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.




                               -21-





Item 3.      Default Upon Senior Securities

     None

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

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

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

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

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






                               -22-





Item 5.        Other Information

     None

Item 6.        Exhibits and Reports on Form 8-K

     (a)  Exhibits:

     Exhibit
     Number                        Description

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

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

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

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

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

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

     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.




                               -23-





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

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

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

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

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

     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.




                               -24-





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

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

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

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

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

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

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

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




                               -25-





     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.

     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.




                               -26-





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

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

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

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

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

     99.15*    Certification of Douglas G. Gregg pursuant to
               18 U.S.C. Section 1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of
               2002.

     99.16*    Certification of Terrence Riely pursuant to
               18 U.S.C. Section 1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of
               2002.




                               -27-





     (b)  Reports on Form 8-K.

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

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

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

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











                               -28-




                         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:     July 24, 2003            /s/ Douglas G. Gregg
                                   -------------------------
                                   Douglas G. Gregg
                                   Chairman of the Board
                                   and Chief Executive Officer


Date:   July 24, 2003              /s/ Paul S. Sidey
                                   -------------------------
                                   Paul S. Sidey
                                   Director and President


Date:   July 24, 2003              /s/ Terrence Riely
                                   -------------------------
                                   Terrence Riely
                                   Director, Secretary, Acting
                                   Chief Financial Officer and Acting
                                   Principal Accounting Officer

















                               -29-





                       CERTIFICATIONS

     I, Douglas G. Gregg, certify that:

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

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

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

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

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

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

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

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

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

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

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

     Date:  July 24, 2003.


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




                               -30-






     I, Terrence Riely, certify that:

     1.   I have reviewed this quarterly report on Form 10QSB/A
          of Paramco Financial Group, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:  July 24, 2003.


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





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