U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           Form 10-KSB

[X]  Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2003

[_]  Transition report under 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 in its charter)

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

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

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

Securities registered under Section 12(b) of the Exchange Act:

   Title of each class         Name of each exchange on which registered
   -------------------         -----------------------------------------
          N/A                                    N/A

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   [ X ]

The issuer's revenues for its most recent fiscal year: $-0-

The aggregate market value of voting and non-voting common equity
held by non-affiliates of the registrant as of April 8, 2004:
Common stock, $0.001 par value:  $1,106,593.




                               -1-




The number of shares of the registrant's common stock outstanding
as of April 8, 2004:  53,554,960.

Documents incorporated by reference:  Not Applicable

   Transitional Small Business Disclosure Format:  Yes [ ]  No [X]







































                               -2-





                   FORWARD-LOOKING STATEMENTS

   This annual report contains forward-looking statements. In
some cases, you can identify forward-looking statements by terms
such as "may," "will," "should," "could," "would," "expects,"
"plans," "anticipates," "believes," "estimates," "projects,"
"predicts," "potential" and similar expressions intended to
identify forward-looking statements. These statements reflect our
current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. These risks,
uncertainties and other factors may cause our actual results,
performances or achievements to be materially different from
those expressed or implied by our forward-looking statements. Our
forward-looking statements in this annual report include, but are
not limited to, statements relating to:

    *   our anticipated business strategy;
    *   the market opportunity for our services, including
    *   anticipated growth of our industry and expected demand for
        our services;
    *   our plans for hiring additional personnel;
    *   our estimates regarding our future capital requirements
        and needs for additional financing; and
    *   any of our other plans, objectives, expectations and
        intentions contained in this prospectus that are not
        historical facts.

   You should read this annual report completely and with the
understanding that our actual future results may be materially
different from what we expect. We will not update these forward-
looking statements, even though our situation may change in the
future. We qualify all of our forward-looking statements by these
cautionary statements.

   Our forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results to be materially different. Such factors include, among
others, the risk and other factors set forth in the section "Risk
Factors" as well as the following:

   *  changes in general economic and business conditions;
   *  changes in current pricing levels;
   *  reductions in sales to any of our significant customers or
      in customer capacity generally;
   *  our ability to hire and retain qualified personnel;
   *  changes in our sales mix to lower margin financial
      products;
   *  increased competition; and
   *  our ability to keep up with technological change and
      changes in customer demands.

   If one or more of these risks or uncertainties materialize,
or if underlying assumption prove incorrect, our actual results
may vary materially from those expected, estimated or projected.
Because of these uncertainties, you should not place undue
reliance on forward-looking statements.





                               -3-





                           PART I

Item 1. Description of Business.

     Business Development.

     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.

     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.





                               -4-





     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.

     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.

     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 prior to the
reincorporation at our principal executive offices at 4610
South Ulster Street, Suite 150, Denver, Colorado 80237.
Neither or 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 Nevada Company common stock were to be
converted into one share of Delaware Company common stock,
(ii) all fractional shares of Delaware Company common stock
that a holder of shares of Nevada Company common stock would
otherwise have been entitled to receive upon the exchange of
common stock were to be canceled and each such holder was
entitled to receive one whole share of Delaware Company
common stock, and (iii) each outstanding share of Nevada
Company common stock held by the Nevada Company was to be
retired and canceled.





                               -5-





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

     As of February 26, 2003, the record date for our
stockholders' consent, the authorized capital of the Nevada
corporation consisted of 50,000,000 shares of common stock,
$.001 par value, and 5,000,000 shares of Preferred Stock,
$.001 par value.  Approximately 7,817,011 shares of the
Nevada corporation's common stock and 4,031,000 shares of
the Nevada corporation's preferred stock were designated and
281,000 shares were outstanding.  After the record date and
prior to the effective date of the reincorporation,
4,677,046 shares of the Nevada corporation's common stock
were exchanged for 46,770 shares of Series D Convertible
Preferred Stock of the Nevada corporation.  After the
effective date of the reincorporation, the Series D
Convertible Preferred Stock automatically converted into
23,385,230 shares of the Delaware corporation's common
stock.  As of the date of this Annual Report, we had
approximately 53,554,960 shares of common stock issued and
outstanding.  With respect to our Preferred Stock, 4,031,000
shares have been classified as follows: Series A - 131,000
shares authorized with 131,000 issued and outstanding;
Series B - 3,750,000 shares authorized with none issued and
outstanding; and Series C - 150,000 authorized with none
issued and outstanding.  The remaining 5,969,000 shares of
Preferred are unclassified.

     Business of the Company

     The following discussion of the business of the Issuer
includes the business operations of the Company as well as
the proposed operations of its two subsidiaries, Paramco
Mortgage Corporation and Paramco Investments, Inc.

General

     Paramco Financial Group, Inc., ("PFG") 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.   PFG
offers and utilizes a variety of financing programs for its
clients and has developed various financing techniques
enabling it to resolve issues inherent in conventional
lending and investment situations.  As a result, PFG is able
to assist emerging as well as seasoned companies in their
efforts to expand their existing business or to acquire
industry related companies.





                               -6-





     PFG's strategy focuses on financing of up to $5,000,000
for small- to mid-market size companies. PFG found this to
be a transaction size that is generally not served by the
larger institutional lenders and investment banking firms,
and is only marginally covered by other market participants.

Equipment Leasing

     Historically, PFG has been a broker for the leasing of
commercial equipment, soliciting business by referrals,
traditional advertising and, most recently, by means of its
website, which includes an on-line application and other
information critical for the origination of equipment
leasing business.  Most often, PFG then submits the lease
applications to one of its lease funding sources who
underwrite and fund the lease, much in the same manner as a
mortgage banker underwrites and funds residential mortgages.
In certain instances, PFG has underwritten and approved the
leases, completed the documentation in its own name and then
assigned the leases to the lease funding source at the time
of funding of the leases.

     PFG has the capability to provide various types of
leases to its customers.  These include the following:  (1)
an Operating Lease where the leasing company, or lessor, is
the owner of the equipment, but the user, or lessee,
preserves the option to purchase or rent the equipment for
its fair market value at the end of the lease term; (2) a
Capital Lease which is a lease contract structured for
typically 12 to 60 months with an option to purchase the
equipment when the original lease term is up. Various option
amounts are considered, with the typical amounts being
either $1.00 or 10% of the original equipment cost; (3) a
Municipal Lease which can meet the needs of federal, state,
county, city, school district or other political sub-
divisions with tax-exempt status. These lease plans can
include non-appropriations clauses and can be tailored to
operating budget requirements; and (4) a Sale/Leaseback
where the leasing company buys the equipment from the
customer and leases it back to the customer for your
continued use, thus freeing up equity in the equipment for
working capital or other uses.

     PFG specializes in working with its customers in
analyzing and structuring equipment lease transactions,
taking into consideration the income producing nature of the
equipment, the cash flow of the business and the current and
future accounting needs of the customer.

     PFG typically originates commercial equipment leases
that have an original contract balance ranging from
approximately $50,000 to $5,000,000.  The capital assets
that PFG finances for its clients are typically used within
the medical, tele-communications, hospitality and various
manufacturing industries.





                               -7-





     The expansion of the business of PFG will be dependent
upon a number of factors, including  (i) the size,
experience and expertise of its sales staff, (ii) the
availability of sufficient funds of its own or through
drawable amounts under the PFG's warehouse credit facilities
to finance such business, (iii) the reluctance of the PFG to
accept unattractive credit  risk in  respect  of a
particular borrower or borrowers, (iv) the necessity of such
additional business to meet the requirements and criteria of
a securitization or other funding source and (v) the
competition in the  financial market-place to provide
financing to customers (including competition from
commercial banks, finance companies and other suppliers of
capital).

Government Regulation

     Although most states do not regulate the equipment
leasing/financing business, certain states do require the
licensing of lenders and financiers by requiring adequate
disclosure of certain contract terms and limitations on
certain collection practices and creditor remedies.  Some
states impose limitations on interest rates and other
charges.

Competition

     The equipment leasing and related finance businesses of
PFG are highly competitive.  Many firms are engaged in the
same types of businesses as PFG, including (i) finance
divisions, affiliates and subsidiaries of equipment
manufacturers, (ii) banks, their affiliates or subsidiaries,
some of whom may be in a position to lend funds to the PFG,
(iii) other leasing and finance companies,(iv) companies and
state agencies which sponsor  tax-exempt financing or other
investor programs for the acquisition and lease of
equipment, and (v) independently formed partnerships of
individuals or corporations operated for the specific
purpose of leasing equipment.  Many of these organizations
have greater financial or other resources than PFG and,
therefore, may be able to obtain funds on terms more
favorable than those available to PFG.

     PFG believes that its ability to compete effectively
depends to a great extent upon:  (a) its knowledge of the
marketplace, (b) the education, training and experience of
its personnel, (c) the relationship and reputation it has
established for service and keeping its commitments with
customers and vendors, and (d) its flexibility and
adaptability to the special needs of its institutional and
technologically-oriented customers.

Residential and Commercial Mortgages

     One  of the wholly-owned subsidiaries of PFG is Paramco
Mortgage   Corporation  ("PMC")  a  Denver,   Colorado-based
mortgage broker.  While PMC is currently only in the  start-
up  mode, it hopes to expand its operations through internal
growth  and  through acquisitions of other mortgage  brokers
and  mortgage bankers in order that it may operate  in  both
the  retail  and wholesale markets. PMC intends to  generate
its  income  primarily through fees and expenses charged  to
borrowers  and  from  yield-spread premiums  and/or  service
release premiums paid to PMC when the closed loans are  sold
by  PMC.  There can be no assurance that the Company or  PFG
will  be able to provide the capital resources required  for
PMC  to  expand its operations, nor, if such expansion  does
occur, that the operations of PMC will be profitable.






                               -8-





Real Estate Investment Trust

     The other wholly-owned subsidiary of PFG is Paramco
Investments, Inc. ("PII"), also based in Denver, Colorado.
PII is also a start-up entity intending to meet the
statutory requirements for favorable tax treatment as a Real
Estate Investment Trust ("REIT").  The REIT industry has a
diverse profile, which offers many attractive opportunities
to investors. REIT industry analysts often classify REITs in
one of three investment approaches:

     Equity REITs own and operate income-producing real
estate. Equity REITs increasingly have become primarily real
estate operating companies that engage in a wide range of
real estate activities, including leasing, development of
property and tenant services. One major distinction between
REITs and other real estate companies is that a REIT must
acquire and develop its properties primarily to operate them
as part of its own portfolio rather than to resell them once
they are developed.

     Mortgage REITs lend money directly to real estate
owners and operators or extend credit indirectly through the
acquisition of loans or mortgage-backed securities.  Today's
mortgage REITs generally extend mortgage credit only on
existing properties. Many modern mortgage REITs also
effectively manage their interest rate risk using
securitized mortgage investments and dynamic hedging
techniques.

     Hybrid REITs both own properties and make loans to real
estate owners and operators.  It is the intent of PII to
become a hybrid REIT.  However, in order to do so it must
meet certain organization and operational requirements to
qualify for the favorable tax treatment granted to REITs by
the Internal Revenue Code.  They include:

           * be an entity that is taxable as a corporation;
           * be managed by a board of directors or trustees;
           * have shares that are fully transferable;
           * have a minimum of 100 shareholders;
           * have no more than 50 percent of the shares
             held by five or fewer individuals during the
             last half of each taxable year;
           * invest at least 75 percent of the total
             assets in real estate assets;
           * derive at least 75 percent of gross income
             from rents from real property, or interest on
             mortgages on real property;
           * have no more than 20 percent of its assets
             consist of stocks in taxable REIT
             subsidiaries;
           * pay dividends of at least 90 percent of its
             taxable income in the form of shareholder
             dividends.

     There is no assurance, however, as to when, or if, PII
will meet these requirements.  Moreover, there can be no
assurance that the Company or PFG will be able to provide
the capital resources required for PII to expand its
operations, nor, if such expansion does occur, that the
operations of PII will be profitable.




                               -9-





Business Risk Factors.

     The business risk factors below, along with those
discussed in the "Description of Business" section of this
Annual Report on Form 10-KSB, reflect some, but not
necessarily all, of the risks and uncertainties that could
have a material adverse affect on our ability to operate its
businesses successfully.  Our actual results could differ
materially from our business plan due to some or all of the
factors discussed below.

Going Concern Opinion

     The Company's financial statements for the year ended
December 31, 2003 contain an emphasis paragraph regarding
"going concern" from the Company's independent accountants.
The Company's independent accountants note that the
Company's, recurring losses from operations, and
shareholders' deficiency raise substantial doubt about its
ability to continue as a going concern. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty. In response to such
concerns, management has developed operational and strategic
plans to improve the Company's long-term financial
condition, and financial sourcing strategies with the goal
of providing working capital to the business. To maintain
operating cash levels, the Company expects to periodically
obtain equity funding, attempting to balance cash needs and
the stockholder dilution that is created by the issuance of
new shares. Management's operational plans and initiatives
include marketing plans for the growth of our mortgage
lending operations. While the Company's strategic,
operational, and financing plans are designed to improve the
Company's financial condition and meet its working capital
needs, there can be no assurance that the Company will be
able to achieve its desired results or that other factors
may not cause the Company's financial condition to be
further weakened.

Our future revenues are unpredictable and our operating
results are likely to fluctuate from quarter to quarter

   Our quarterly and annual operating results have
fluctuated in the past and are likely to fluctuate
significantly in the future due to a variety of factors,
some of which are outside of our control. Accordingly, we
believe that period-to-period comparisons of our results of
operations are not meaningful and should not be relied upon
as indications of future performance. Some of the factors
that could cause our quarterly or annual operating results
to fluctuate include market acceptance of our accounts
receivable financing, equipment leasing and mortgage
services, the ability to generate business development
opportunities, and the ability to generate capital to fund
our operations to the degree necessary to provide stability
for our business operations and, thus, revenues.

Because of intense competition for skilled personnel, we may
not be able to recruit or retain necessary personnel on a
cost-effective basis





                               -10-






   Our future success will depend in large part upon our
ability to identify, hire, retain and motivate highly
skilled employees. We plan to significantly increase the
number of our marketing, sales, customer support and
operations employees to effectively serve the evolving needs
of our present and future customers. Competition for highly
skilled employees in our industry is intense. In addition,
employees may leave our company and subsequently compete
against us. Our failure to attract and retain these
qualified employees could significantly harm our business.
The loss of the services of any of our qualified employees,
the inability to attract or retain qualified personnel in
the future or delays in hiring required personnel could
hinder the development and introduction of new and enhanced
products and harm our ability to sell our products.
Moreover, companies in our industry whose employees accept
positions with competitors frequently claim that their
competitors have engaged in unfair hiring practices. We may
be subject to such claims in the future as we seek to hire
qualified personnel, some of whom may currently be working
for our competitors. Some of these claims may result in
material litigation. We could incur substantial costs in
defending ourselves against these claims, regardless of
their merits.

The loss of any of our key personnel could significantly
harm our business

   Our success depends to a significant degree upon the
continuing contributions of our key management, technical,
marketing and sales employees. The loss of the services of
any key employee could significantly harm our business,
financial condition and results of operations. There can be
no assurance that we will be successful in retaining our key
employees or that we can attract or retain additional
skilled personnel as required. Failure to retain key
personnel could significantly harm our business, financial
condition and results of operations.

Claims that we infringe third-party intellectual property
rights could result in significant expenses or restrictions
on our ability to sell our products

   From time to time, other parties may assert patent,
copyright, trademark and other intellectual property rights
to technologies and in various jurisdictions that are
important to our business. Any claims asserting that our
products infringe or may infringe proprietary rights of
third parties, if determined adversely to us, could
significantly harm our business. Any claims, with or without
merit, could be time-consuming, result in costly litigation,
divert the efforts of our technical and management
personnel, cause product shipment delays or require us to
enter into royalty or licensing agreements, any of which
could significantly harm our business. Royalty or licensing
agreements, if required, may not be available on terms
acceptable to us, if at all. In the event a claim against us
was successful and we could not obtain a license to the
relevant technology on acceptable terms or license a
substitute technology or redesign our products to avoid
infringement, our business would be harmed.





                               -11-






Any acquisitions that we may undertake could be difficult to
integrate, disrupt our business, dilute shareholder value
and significantly harm our operating results

   We expect to review opportunities to buy other
businesses or technologies that would complement our current
products, expand the breadth of our markets or enhance our
technical capabilities, or that may otherwise offer growth
opportunities. While we have no current agreements or
negotiations underway, we may buy businesses, products or
technologies in the future. If we make any future
acquisitions, we could issue stock that would dilute
existing stockholders' percentage ownership, incur
substantial debt or assume contingent liabilities. We have
no experience in acquiring other businesses and
technologies. Potential acquisitions also involve numerous
risks, including:

      *  problems assimilating the purchased operations,
      *  technologies or products;
      *  unanticipated costs associated with the acquisition;
      *  diversion of management's attention from our core business;
      *  adverse effects on existing business relationships
         with suppliers and customers;
      *  risks associated with entering markets in which we
         have no or limited prior experience; and
      *  potential loss of the purchased organization's or
         our own key employees.

   We cannot assure you that we would be successful in
overcoming problems encountered in connection with such
acquisitions, and our inability to do so could significantly
harm our business.

The market price of our common stock may experience
fluctuation unrelated to operating performance, including
future private or public offerings of our capital stock

   The market price of the Common Stock of the Company may
experience fluctuations that are unrelated to the Company's
operating performance. In particular, the price of the
Common Stock may be affected by general market price
movements as well as developments specifically related to
the mortgage industry such as, among other things, interest
rate movements. In addition, the Company's operating income
on a quarterly basis is significantly dependent upon the
successful completion of the Company's loan sales in the
market, and the Company's inability to complete these
transactions in a particular quarter may have a material
adverse impact on the Company's results of operations for
that quarter and could, therefore, negatively impact the
price of the Common Stock.

   The Company may increase its capital by making
additional private or public offerings of its Common Stock,
securities convertible into its Common Stock, preferred
stock or debt securities. The actual or perceived effect of
such offerings, the timing of which cannot be predicted, may
be the dilution of the book value or earnings per share of
the Common Stock outstanding, which may result in the
reduction of the market price of the Common Stock and affect
the Company's ability to access the capital markets.





                               -12-






Need for additional funding.

     Historically, the Company has relied on debt and equity
investment infusions of cash to continue operations. If the
Company is unable to generate and maintain positive
operating cash flows and operating income in the future, or
to continue to obtain equity or debt financing from its
current sources or those who have committed to provide such
financing (as to all of which there can be no assurance), it
would require funding from other sources. If financing is
required, the Company's inability to raise capital would
materially and adversely harm the Company's business and
financial condition. To the extent that additional capital
is raised through the sale of equity or convertible debt
securities, the issuance of these securities could result in
dilution to the Company's stockholders.

The financial services business is affected by interest
rates and other factors beyond our control

   The results of the Company's operations will be affected
by various factors, many of which are beyond the control of
the Company. The results of the Company's operations will
depend, among other things, on the level of net cash flows
generated by the Company's accounts receivable and mortgage
assets and the supply of and demand for accounts receivable
financing, equipment financing and mortgage loans. The
Company's net cash flows will vary as a result of changes in
interest rates, the behavior of which involves various risks
and uncertainties as set forth below. Prepayment rates and
interest rates depend upon the nature and terms of the
underlying loans, conditions in financial markets, the
fiscal and monetary policies of the United States government
and the Board of Governors of the Federal Reserve System,
international economic and financial conditions, competition
and other factors, none of which can be predicted with any
certainty. Because interest rates will significantly affect
the Company's activities, the operating results of the
Company will depend, in large part, upon the ability of the
Company to utilize appropriate strategies to maximize
returns to the Company while attempting to minimize risks.

Our finanacing activities are subject to the risk of default
by borrowers and certain inherent risks

   Financing activities, including equipment leases,
mortgage loans receivables financing are all subject to
varying degrees of risk, including the risk of a default by
the borrowers, and the added responsibility on the part of
the Company of foreclosing or otherwise protecting its
investment. The ability of the borrowers to make payments is
highly dependent on the borrowers' ability to manage and
sell, refinance or otherwise dispose of the financed assets
or properties and will be dependent upon all the risks
generally associated with real estate and other investments
which are beyond the control of the Company. With respect to
mortgages, the Company must rely on the experience and
ability of the borrowers to manage, develop and dispose of
or refinance the properties. Investing in real estate is
highly competitive and is subject to numerous inherent
risks, including, without limitation, changes in general or
local economic conditions, neighborhood values and interest
rates, limited availability of mortgage funds which may
render the sale or refinancing of the properties difficult,
increases in real estate taxes, other operating expenses,
the supply and demand for properties of the type involved,
toxic and hazardous wastes, environmental considerations,
zoning laws, entitlements, rent control laws, other
governmental rules and fiscal policies and acts of God, such
as floods, which may result in uninsured losses. Many of
these same risk factors are prevalent in the financing of
equipment and receivables financing, in particular, interest
rates, demand for product, general or local economic
conditions, the liquidity of third party payors in the case
of medical receivables financing, and other general factors
associated with financing activities, in general.





                               -13-






We may not diversify our portfolio of financed assets

   The mortgage loans, equipment financing and receivables
financing made by the Company may be obligations of a
limited number of borrowers. The lack of diversity in the
type, number and geographic location of these financing
activities made by the Company would materially increase the
risk of an investment in the Common Stock.

To the extent that we are unable to maintain an adequate
warehouse line of credit, we may have to curtail loan
origination and purchasing activities

   The Company relies significantly upon its access to
warehouse credit facilities in order to fund new
originations and purchases. The Company expects to be able
to maintain its existing warehouse lines of credit (or to
obtain replacement or additional financing) as the current
arrangements expire or become fully utilized; however, there
can be no assurance that such financing will be obtainable
on favorable terms, if at all. To the extent that the
Company is unable to maintain an adequate warehouse line of
credit, the Company may have to curtail loan origination and
purchasing activities, which could have a material adverse
effect on the Company's operations and financial condition.

The amount of interest charged to a borrower is subject to
compliance with state usury laws

   The amount of interest payable by a borrower to the
Company may exceed the rate of interest permitted under the
usury laws of various states. Although the Company does not
intend to make or invest in mortgage loans with usurious
interest rates, there are uncertainties in determining the
legality of interest rates. Such limitations, if applicable,
may decrease the yield on the Company's investments.

Variations in mortgage prepayments may cause changes in our
net cash flows

   Mortgage prepayment rates vary from time to time and may
cause changes in the amount of the Company's net cash flows.
To the extent that prepayments occur, the yield on the
Company's mortgage loans would be affected as well as the
Company's net cash flows. Prepayments of adjustable-rate
mortgage loans included in or underlying mortgage-backed
securities generally increase when then-current mortgage
interest rates fall below the interest rates on such
adjustable-rate mortgage loans. Conversely, prepayments of
such mortgage loans generally decrease when then-current
mortgage interest rates exceed the interest rate on the
mortgage loans included in or underlying such mortgage-
backed securities. Prepayment experience also may be
affected by the geographic location of the properties
securing the mortgage loans included in or underlying
mortgage-backed securities, the assumability of such
mortgage loans, the ability of the borrower to convert to a
fixed-rate loan, conditions in the housing and financial
markets and general economic conditions.





                               -14-






Our portfolio of mortgage loans may include privately issued
pass-through certificates which are typically not guaranteed
by the United States Government

   The Company may include privately issued pass-through
certificates backed by pools of adjustable-rate single
family and multi-family mortgage loans and other real estate-
backed mortgage loans in its investment portfolio. Because
principal and interest payments on privately issued pass-
through certificates are typically not guaranteed by the
United States government or an agency of the United States
government, such securities generally are structured with
one or more types of credit enhancement. Such forms of
credit enhancement are structured to provide protection
against risk of loss due to default on the underlying
mortgage loan, or bankruptcy, fraud and special hazard
losses, such as earthquakes. Typically, third parties insure
against these types of losses, and the Company would be
dependent upon the credit worthiness of the insurer for
credit-rating, claims paying ability of the insurer and
timeliness of reimbursement in the event of a default on the
underlying obligations. Furthermore, the insurance coverage
for various types of losses is limited in amount, and losses
in excess of the limitation would be the responsibility of
the Company.

   The Company may also purchase mortgage loans issued by
GNMA, FNMA or FHLMC. Each of these entities provides
guarantees against risk of loss for securities issued by it.
In the case of GNMA, the timely payment of principal and
interest on its certificates is guaranteed by the full faith
and credit of the United States government. FNMA guarantees
the scheduled payments of interest and principal and the
full principal amount of any mortgage loan foreclosed or
liquidated on its obligations. FHLMC guarantees the timely
payment of interest and ultimate collection of principal on
its obligations, while with respect to certificates issued
by FNMA and FHLMC, payment of principal and interest of such
certificates are guaranteed only by the respective entity
and not by the full faith and credit of the United States
government.

We are is dependent upon independent mortgage brokers and
others, none of whom is contractually obligated to do
business with the company

   The Company depends in part on independent mortgage
brokers, financial institutions, realtors(R) and mortgage
bankers for its originations and purchases of mortgage
loans. The Company's competitors also seek to establish
relationships with such independent mortgage brokers,
financial institutions, realtors(R) and mortgage bankers,
none of whom is contractually obligated to continue to do
business with the Company. In addition, the Company expects
the volume of wholesale loans that it originates and
purchases to increase. The Company's future results may
become more exposed to fluctuations in the volume and cost
of its wholesale loans resulting from competition from other
originators and purchasers of such loans, market conditions
and other factors.





                               -15-






We will have little control over the operations of the pass-
through entities in which we may purchase interests

   If the Company purchases interests in various pass-
through entities, it will itself be in the position of a
"holder" of shares of such entities including, real estate
investment trusts, other trusts or partnerships, or a holder
of other types of pass-through interests. Therefore, the
Company will be relying exclusively on the management
capabilities of the general partners, managers and trustees
of those entities for the management and investment
decisions made on their behalf. In particular, except for
voting rights on certain matters, the Company will have no
control over the operations of the pass-through entities in
which it purchases interests, including all matters relating
to the operation, management, investment decisions, income
and expenses of such entities, including decisions with
respect to actions to be taken to collect amounts owed to
such entities. If such managers, trustees or general
partners take actions or make decisions which are adverse to
a pass-through entity or the Company, it may not be cost-
efficient for the Company to challenge such actions or
decisions. Moreover, if the Company does not become a
substituted owner of such interests, it would not have the
right to vote on matters on which other interest owners in
such entities have a right to vote or otherwise challenge
management decisions. Finally, should any of such managers,
trustees or general partners experience financial
difficulties for any reason, the entities in which the
Company invests could be adversely affected, thereby
adversely affecting the value of the Company's investments.

Borrowers may not have sufficient assets to pay off the
balloon payments at maturity

   Mortgage loans, other than those representing mortgage
loans on single-family residential, may represent "balloon"
obligations, requiring no payments of principal over the
term of the indebtedness with a "balloon" payment of all of
the principal due at maturity. "Balloon" payments will
probably require a sale or refinancing of properties at the
time they are due. No assurance can be given that the
borrowers will have sufficient assets to pay off the
indebtedness when due, or that sufficient liquidity will be
generated from the disposition or refinancing of the
properties to enable the owner to pay the principal or
interest due on such mortgage loans.

Upon foreclosure of a property or equipment asset, we may
have difficulty in finding a purchaser or may have to sell
the property or asset at a loss

   If a mortgaged property or financed equipment is not
sold by the maturity date of the underlying loan or lease,
the borrower may have difficulty in paying the outstanding
balance of such loan or lease and may have to refinance the
property. The borrower may also experience difficulty in
refinancing the property if that becomes necessary due to
unfavorable interest rates or the unavailability of credit.

   If any amounts under a loan are not paid when due, the
Company may foreclose upon the property of the borrower. In
the event of such a default which requires the Company to
foreclose upon a property or otherwise pursue its remedies
in order to protect the Company's investment, the Company
will seek to obtain a purchaser for the property upon such
terms as the Company deems reasonable. However, there can be
no assurance that the amount realized upon any such sale of
the underlying property will result in financial profit or
prevent loss to the Company. In addition, because of
potential adverse changes in the real estate market, locally
or nationally, the Company may be forced to own and maintain
the property for a period of time to protect the value of
its investment. In that event, the Company may not be able
to receive any cash flow from such loan and the Company
would be required to pay such sums as may be necessary to
maintain and manage the property.





                               -16-






We may be required to investigate and clean up hazardous or
toxic substances of properties securing loans that are in
default

   The Company has not been required to perform any
investigation or clean up activities, nor has it been
subject to any environmental claims. There can be no
assurance, however, that this will remain the case in the
future.

   In the course of its business, the Company has acquired
and may acquire in the future properties securing loans that
are in default. Although the Company primarily lends to
owners of residential properties, there is a risk that the
Company could be required to investigate and clean up
hazardous or toxic substances or chemical releases at such
properties after acquisition by the Company, and may be held
liable to a governmental entity or to third parties for
property damage, personal injury and investigation and
cleanup costs incurred by such parties in connection with
the contamination. In addition, the owner or former owners
of a contaminated site may be subject to common law claims
by third pies based on damages and costs resulting from
environmental contamination emanating from such property.


Item 2.  Description of Property.

     The Company maintains it corporate headquarters in
Denver, Colorado.   It leases office space, on a month-to-
month basis, in a corporate office suite and pays a monthly
rent of approximately $410.00.  The Company expects that it
will utilize this space until the future planned growth of
its business operations necessitates an increase in office
space.  There is an ample supply of office space in the
greater Denver area and the Company does not anticipate any
problem in securing additional space when necessary.


Item 3.  Legal Proceedings.

     In the matter of the lawsuit styled Arthur Hall vs.
Paramount Financial Group, Inc., District Court of Denver
County, State of Colorado, Case No. 03 CV 2874 (previously
discussed in the Company's Quarterly Report on Form 10-QSB,
Part II, Item 1 thereof, which was field with the Securities
and Exchange Commission on August 19, 2003) the case was
settled with a stipulation. Pursuant thereto, on or about
March 26, 2004, a judgment was entered against the
Company in the amount of approximately $152,500.





                               -17-




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

     No matters were submitted to a vote of security holders
of the Company during the fourth quarter of the fiscal year
ended December 31, 2003.


                           PART II

Item  5.    Market for Common Equity and Related Stockholder
Matters.

     Market  for  Common  Equity. The Common  Stock  of  the
Company  is currently quoted in the over-the-counter  market
on the OTCBB under the symbol "PFDE".

     When the trading price of the Company's Common Stock is
below $5.00 per share, the Common Stock is considered to be
"penny stock" that are subject to rules promulgated by the
Securities and Exchange Commission (Rule 15g-1 through 15g-
9) under the Securities Exchange Act of 1934.  These rules
impose significant requirements on brokers under these
circumstances, including: (a) delivering to customers the
Commission's standardized risk disclosure document; (b)
providing to customers current bid and offers; (c)
disclosing to customers the brokers-dealer and sales
representatives compensation; and (d) providing to customers
monthly account statements.

     The  following table sets forth the range of  high  and
low  closing  bid  prices per share of the Common  Stock  as
reported by OTC Bulletin Board for the periods indicated.

                                 Bid (1; 2; 3)
                               High            Low
   Year ended               ----------    -------------
   December 31, 2003:
   First Quarter             $  0.150          0.200

   Second Quarter               0.020          0.500

   Third Quarter                0.450          0.850

   Fourth Quarter               0.330          1.250

   Year ended
   December 31, 2002:

   First Quarter             $  0.020       $  0.020

   Second Quarter               0.380          0.450

   Third Quarter                0.050          0.450

   Fourth Quarter               0.015          0.075

(1)  The Company is unaware of the factors which resulted in
     the significant fluctuations in the bid prices per share
     during the periods being presented, although it is aware
     that there is a thin market for the Common Stock, that there
     are frequently few shares being traded and that any sales
     significantly impact the market.




                               -18-





(2)  On March 20, 2002, the Company effectuated a 1-for-5
     reverse split of its common stock.  The high/low closing bid
     prices in the table above have been adjusted to reflect such
     split.

(3)  On April 9, 2003, the reorganization of the Company
     resulted in an effective 1-for-10 reverse split.  The
     high/low closing prices in the table above have been
     adjusted to reflect the effect of the reorganization.

     On April 8, 2004, the closing bid price of the Common
Stock of the Company was $0.04 per share.  The foregoing
prices represent inter-dealer quotations without retail mark-
up, mark-down or commission, and may not necessarily
represent actual transactions.  On April 8, 2004, there were
approximately 20 broker-dealers publishing quotes for the
Common Stock of the Company.

     Holders.  As of April 8, 2004, there were 53,554,960
shares of Common Stock issued and outstanding, which were
held by approximately 75 holders of record.  As of April 8,
2004, there were 131,000 shares of Series A Convertible
Preferred Stock outstanding, which were held by one holder
of record. No shares of any other series of Preferred Stock
were outstanding as of April 8, 2004.

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












                               -19-






Securities Authorized for Issuance under Equity Compensation Plans

---------------------------------------------------------------
                                                Number of
                                                securities
                                                remaining
                  Number of     Weighted-     available for
                securities to   average of        future
                  be issued      exercise        issuance
Plan Category   upon exercise    price of      under equity
                     of        outstanding     compensation
                 outstanding     options,         plans
                  options,     warrants and     (excluding
                warrants and      rights        securities
                   rights                      reflected in
                                               column (a))
--------------------------------------------------------------
                     (a)           (b)             (c)
--------------------------------------------------------------
Equity                0             0               0
compensation
plans approved
by security
holders

Equity                0             0               0
compensation
plans not
approved by
security
holders (1)
--------------------------------------------------------------
Total                 0             0               0
--------------------------------------------------------------

(1)  This plan, the 2004 Stock Incentive Plan (the "Plan"),
was adopted by the Company's Board of Directors on or about
December 8, 2003. The Plan provides for issuance of common
stock as compensation to both employees and non-employees,
including directors, consultants and advisors.  During the
month of  December, 2003 and during the quarter ended March
31, 2004, all 10,000,000 shares registered under the Plan
were issued to third-party consultants and advisors to the
Company as compensation for services rendered.  However, as
of the date of this Quarterly Report the Company and certain
of those consultants have agreed to the cancellation of the
underlying consulting agreements and the return of an
aggregate of 2,700,000 shares of common stock issued under
the Plan.  When received by the Company the certificates
representing such shares of common stock will be canceled
and the 2,7000,000 shares of common stock will be available
for issuance under the Plan.

     Recent Sales of Unregistered Securities.

     On or about December 9, 2003, issued 200,000 shares of
our restricted common stock, at a value of $0.52 per share,
to Seven Angels Ventures, LLC ("SAV") to acquire 200,000
shares of SAV. This stock transaction was made in reliance
upon the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended.




                               -20-





     Shortly before his resignation on December 31, 2003, we
issued 500,000 shares of our restricted common stock, at a
value of $0.87 per share, to Terrence Riely, then a
director, Secretary and Chief Financial Officer of the
Company as a bonus for services rendered.  This stock
transaction was made in reliance upon the exemption from
registration under Section 4(2) of the Securities Act of
1933, as amended.

     In the three months ended December 31, 2003, we issued
an aggregate of 3,000,000 shares of our restricted common
stock in a private placement to two unrelated individuals,
both of whom were existing shareholders of the Company.  The
Company was to have received an aggregate of $150,000 for
such common stock.  In fact, we received $75,000 from one of
the purchasers of the securities.  The Company and the other
purchaser agreed to void that portion of the transaction and
the purchaser has returned 1,500,000 shares of common stock
to the Company.  We will cancel such shares at the earliest
possible time. These stock transactions were made in
reliance upon the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.

     In the three months ended December, 31, 2003, we issued
an aggregate of 1,300,000 shares of our restricted common
stock, at a average value of $0.66 per share, to two
consultants to the Company, each of whom was an unrelated
party, in connection with consulting services rendered by
such individuals. These stock transactions were made in
reliance upon the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.


Item 6.     Management's Discussion and Analysis or Plan  of
Operation.

     Except for historical information, the materials
contained in this Management's Discussion and Analysis are
forward-looking (within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) and involve a number of risks and
uncertainties.  These include the Company's historical
losses, the need to manage its growth, general economic
downturns, the present turmoil relating to the September 11,
2001 attacks on the United States and our country's response
thereto, intense competition in the financial services
industries, seasonality of quarterly results, and other
risks detailed from time to time in the Company's filings
with the Securities and Exchange Commission.  Although
forward-looking statements in this Annual Report reflect the
good faith judgment of management, such statements can only
be based on facts and factors currently known by the
Company.  Consequently, forward-looking statements are
inherently subject to risks and uncertainties, actual
results and outcomes may differ materially from the results
and outcomes discussed in the forward-looking statements.
Readers are urged to carefully review and consider the
various disclosures made by the Company in this Annual
Report, as an attempt to advise interested parties of the
risks and factors that may affect the Company's business,
financial condition, and results of operations and
prospects.




                               -21-





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.

     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.




                               -22-





     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.

     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.

     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.

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

     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.




                               -23-





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

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

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

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




                               -24-





     On December 31, 2003 Paramco Financial Group, Inc. (the
"Company") entered into an Annulment and Amending Agreement
with Jimmy L. Pfeffer, Jr. (the "Amending Agreement") to
annul the closing of the transaction provided for in the
Purchase Agreement dated July 17, 2003, by and between the
Company and Mr. Pfeffer (the "Purchase Agreement"), whereby
the Company is to acquire all of the issued and outstanding
capital stock of Alliance Capital Group, Inc. ("Alliance"),
from Mr. Pfeffer in exchange for 120,000 shares of the
Company's Common Stock. As a result of this agreement, the
parties have returned all of the capital stock of Alliance
to Mr. Pfeffer and Mr. Pfeffer has returned the 120,000
shares of the Company's Common 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 Alliance's financial statements and their delivery
to, and their acceptance by, the Company. In the event that
the completion and acceptance is not completed by September
30, 2004, the Purchase Agreement is subject to cancellation
by the Company at its sole option.

     On December 31, 2003 Paramco Financial Group, Inc. (the
"Company") entered into an Annulment and Amending Agreement
with Ronald P. Savoie and Lawrence B. Kolber (the "Amending
Agreement") to annul the closing of the transaction provided
for in the Purchase Agreement dated September 19, 2003, by
and among the Company and Messrs. Savoie and Kolber (the
"Purchase Agreement"), whereby the Company is to acquire all
of the issued and outstanding capital stock of Royal
Federal, Inc. ("Royal Federal"), from Messrs. Savoie and
Kolber in exchange for an aggregate of 100,000 shares of the
Company's Common Stock. As a result of this agreement, the
parties have returned all of the capital stock of Royal
Federal to Messrs. Savoie and Kolber and Messrs. Savoie and
Kolber have returned and aggregate of 100,000 shares of the
Company's Common 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 Alliance's financial statements and their delivery
to, and their acceptance by, the Company. In the event that
the completion and acceptance is not completed by September
30, 2004, the Purchase Agreement is subject to cancellation
by the Company at its sole option.


Results of Operations

Operations for the Year ended December 31, 2003, as compared
to the Year ended December 31, 2002.

Revenues

     The Company had no revenue during the year ended
December 31, 2003 due to restructuring and changing the
focus of the business.  During the year ended December 31,
2002 the Company had revenue of $29,610.




                               -25-





Expenses

     Operating expenses for the year ended December 31,
2003, were $6,677,222 compared to $576,239 in 2002.  This
represents an increase of $6,100,938 or 1,058%, in operating
expenses from the comparable year ended December 31, 2002.
Total expenses, including operating expenses, those
pertaining to litigation settlement, net interest,
securities, and other miscellaneous expenses for the year
ended December 31, 2003 were $6,697,343. This represents an
increase of $5,757,304, or 612%, from the comparable annual
period ended December 31, 2002, when we reported total
expenses of $940,039. $3,698,618 of the increase in
operating expenses is attributable to the issuance of common
stock for services of consultants and others to help with
mergers & acquisitions and other business plans and
strategies. Payments to professionals such as lawyers,
accountants, investment advisors and investor relations
increased by approximately $700,000 compared to 2002. We
also incurred $132,500 of operating expenses in 2003 as a
result of the postponement of the Woodlands acquisition.
Litigation settlement of $138,500 and an increase in
interest expense of $124,860 also contributed to the
increase while the loss on permanent decline in value of
marketable securities of $315,711 in 2002 offset some of the
increase in 2003 over 2003.

Net Profit (Loss)

     During the year ended December 31, 2003, our loss per
share was $.39 compared to $.13 per share in 2002.
Approximately 33.6% of the 2002 loss, ($315,711)
represented the loss on permanent decline in value of
marketable securities.

Liquidity and Capital Resources

In the year ended December 31, 2003, net cash of $806,539
was used by operating activities, as compared to the prior
year, when operating activities used $609,940.
During the year ended December 31, 2003 financing activities
provided net cash of $540,506, as compared to $944,892
provided in the prior year.  The cash provided by
financing during 2003 came from the issuance of promissory
notes and debentures of $535,906 and the cash advances from
officers of $4,600.  During 2002 the cash came primarily
from the sale of promissory notes by the entity formerly
known as Paramount Financial Group, Inc., substantially all
of which were consummated prior to its acquisition by the
Company.  During the year ended December 31, 2003, cash of
$246,669, from the sale of stock, was provided by investing
activities.  Net cash of $325,711 was used during the year
ended December 31,2002.

As of the end of our fiscal year on December 31, 2003, we
had no current cash available.  Our management believes that
to meet our needs for our 2004 fiscal year. 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. Since our inception on, the Company has incurred
an accumulated deficit of $7,696,328.




                               -26-





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

Recent Accounting Pronouncements

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

     On  May 15 2003, the FASB issued FASB Statement No. 150
("SFAS  150"), Accounting for Certain Financial  Instruments
with  Characteristics of both Liabilities and  Equity.  SFAS
150 changes the accounting for certain financial instruments
that, under previous guidance, could be classified as equity
or "mezzanine" equity, by now requiring those instruments to
be   classified   as   liabilities  (or   assets   in   some
circumstances)  in  the  statement  of  financial  position.
Further, SFAS 150 requires disclosure regarding the terms of
those  instruments  and  settlement alternatives.  SFAS  150
affects   an   entity's  classification  of  the   following
freestanding   instruments:   a)   Mandatorily    redeemable
instruments  b)  Financial  instruments  to  repurchase   an
entity's  own  equity  instruments c) Financial  instruments
embodying  obligations that the issuer must or could  choose
to  settle  by  issuing a variable number of its  shares  or
other  equity  instruments  based  solely  on  (i)  a  fixed
monetary  amount known at inception or (ii) something  other
than  changes in its own equity instruments d) SFAS 150 does
not  apply  to  features embedded in a financial  instrument
that  is  not a derivative in its entirety. The guidance  in
SFAS   150   is   generally  effective  for  all   financial
instruments entered into or modified after May 31, 2003, and
is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. For private companies,
mandatorily redeemable financial instruments are subject  to
the  provisions of SFAS 150 for the fiscal period  beginning
after  December 15, 2003. The adoption of SFAS No. 149  does
not  have  a  material  impact on  the  Company's  financial
position or results of operations or cash flows.




                               -27-






Item 7.      Financial Statements.

     Information with respect to this Item is set forth in
"Index to Financial Statements".


Item 8.   Changes In and Disagreements with Accountants on
          Accounting and Financial Disclosure.

     The following changes in Accountants for the Company
were disclosed in the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on August
16, 2002, as amended in the Current Report on Form 8-K/A,
filed with the Securities and Exchange Commission on August
30, 2002.

     On August 13, 2002 the Company dismissed its
independent accountant, G Bradford Beckstead CPA.  The
reports of G. Bradford Beckstead for the fiscal years ended
December 31, 2001 and December 31, 2000 contained no adverse
opinion, disclaimers of opinion; however the audit reports
contained going concern qualifications which are common to
development state companies.  The decision to dismiss G.
Bradford Beckstead CPA was made by the Board of Directors of
the Company.  At no time during the fiscal years ended
December 31, 2000 or December 31, 2001, nor during the
interim period from January 1, 2002 through August 13, 2002,
were there any disagreements with G. Bradford Beckstead CPA,
whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure.

     On August 13, 2002, the Company engaged the firm of
Kabani & Company, Inc., of Fountain Valley, California, as
independent accountants for the Company.  Prior to August
13, 2002, neither the Company, nor anyone on its behalf, had
consulted with Kabani & Company, Inc. concerning the
accounting principles of any specific completed or
contemplated transaction, any type of audit opinion on the
Company's financial statements or any other material factor
which might be considered by the Company in reaching a
decision as to any accounting, auditing or financial
reporting issue.


Item 8A.  Controls and Procedures.

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

     Within the 90 days prior to the date of this Annual
Report on Form 10-KSB, 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
Annual 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.




                               -28-





CEO and CFO Certifications.

     Appearing as Exhibits 31.2 and 31.2 to this Annual
Report there are forms 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 Annual 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 Annual
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.




                               -29-





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 Annual 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 Annual 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 Annual 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.




                               -30-





Conclusions.

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


                            PART III

Item 9.   Directors,   Executive  Officers,  Promoters   and
          Control Persons; Compliance with Section 16(a)  of
          the Exchange Act.

     The directors and executive officers of the Company are
as follows:

Name(1)(2)(3)         Age    Position
--------------       -----   -----------------------------------------------
 Douglas G. Gregg     62     Chairman of the Board, Chief Executive Officer
                             and Acting Chief Financial Officer
 Paul S. Sidey        47     Director, President and Acting Secretary

(1)  The  Company  presently  has  no  executive  committee,
     nominating committee or audit committee of the Board of
     Directors.
(2)  The  officers  of the Company hold office  until  their
     successors  are elected and qualified, or  until  their
     death, resignation or removal.
(3)  Terrence  Riely resigned as a Director,  Secretary  and
     Chief  Financial Officer on December 31, 2003.  At  the
     time of his resignation, Mr. Riely had no disagreements
     with  the Company relating to our operations, policies,
     or practices.

     The   background  and  principal  occupations  of  each
director  and  executive  officer  of  the  Company  are  as
follows:

     Douglas G. Gregg.  Douglas G. Gregg has been Chairman
of the Board and Chief Executive Officer of the Company
since March 13, 2003. He was named acting Chief Financial
Officer on December 31, 2003.  From July 16, 2002 through
March 12, 2003, Mr. Gregg served as Chairman and President
of the Company.  Prior to his association with the Company,
Mr. Gregg was a director and President of Paramount
Financial Group, Inc. ("Paramount"), a Denver, Colorado
based company that he founded in 1996, which specialized in
the development and placement of private debt financing and
commercial equipment leasing transactions.  Paramount, along
with its subsidiaries, Paramount Mortgage Investment, Inc.
and Paramount Real Estate Investment Trust, Inc., companies
that were formed in February 2002 by Mr. Gregg to engage in
residential and commercial mortgage investments and
commercial real estate transactions, respectively, were
acquired by the Company on September 10, 2002.  At that
time, Paramount was merged into the Company and the
subsidiaries changed their names to Paramco Mortgage
Corporation and Paramco Investments, Inc.  Mr. Gregg
continues to serves as a director and President of each.
Pursuant to a stipulated order dated November 12, 2002,
between Mr. Gregg and the State of Idaho, Department of
Finance, Securities Bureau, Mr. Gregg admitted selling an
unregistered security to one resident of the State of Idaho
and agreed to be permanently enjoined from further sales of
unregistered securities in the State of Idaho without the
prior written consent of the Idaho Department of Finance.




                               -31-





Paul S. Sidey.  Mr. Sidey has been President of the Company
since March 13, 2003 and  continues to serve as a director.
He was named Acting Secretary on December 31, 2003.  From
July 16, 2002 through March 12, 2003, Mr. Sidey served as
Secretary and a director of the Company.  From February 2001
to September 10, 2002, Mr. Sidey served as Secretary and a
director of Paramount Financial Group, Inc., ("Paramount"),
a Denver, Colorado based company which specialized in the
development and placement of private debt financing and
commercial equipment leasing transactions.  Mr. Sidey became
Secretary and a director of Paramount Mortgage Investments,
Inc. in March 2002 and, in April 2002, Secretary of
Paramount Real Estate Investment Trust, Inc., companies that
were formed in February 2002 to engage in residential and
commercial mortgage investments and commercial real estate
transactions, respectively.   Paramount, along with its
subsidiaries, Paramount Mortgage Investment, Inc. and
Paramount Real Estate Investment Trust, Inc., were acquired
by the Company on September 10, 2002.  At that time,
Paramount was merged into the Company and the subsidiaries
changed their names to Paramco Mortgage Corporation and
Paramco Investments, Inc.  Mr. Sidey continues to serves as
a director and Secretary of each.  Between June 2000 and
February 2001, he served as a consultant to Paramount in the
establishment of its mortgage banking business.  Between
August 1999 and June 2000, Mr. Sidey was employed by
Stonecreek Funding, a Colorado mortgage banking company, at
which he held the positions of loan representative.  From
April 1997 to July 1999, Mr. Sidey served as Vice President
- Operations for Centennial Banc Share Corp., a publicly
traded mortgage company based in Denver, Colorado.

     The board of directors has not yet established an audit
committee or a compensation committee. An audit committee
typically reviews, acts on and reports to the board of
directors with respect to various auditing and accounting
matters, including the recommendations and performance of
independent auditors, the scope of the annual audits, fees
to be paid to the independent auditors, and internal
accounting and financial control policies and procedures.
Certain stock exchanges currently require companies to adopt
a formal written charter that establishes an audit committee
that specifies the scope of an audit committee's
responsibilities and the means by which it carries out those
responsibilities. In order to be listed on any of these
exchanges, we will be required to establish an audit
committee.




                               -32-





     Compliance with Section 16(a) of Securities Exchange
Act of 1934.  To the best of the knowledge of the Company,
its directors, officers and 10% beneficial owners have filed
all reports in compliance with the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934 during
the fiscal year ended December 31, 2003.

Item 10.  Executive Compensation.

          The following table sets forth the compensation
required to be reported pursuant to Item 402 of Regulation S-
B.  We have omitted all other sections of the Summary
Compensation Table referenced in Item 402 because, during
the periods reported, there was no other annual compensation
and there was no long-term compensation in the form of
restricted stock awards, options/SARs (granted or
exercised), LTIP payouts, or otherwise.

                 Summary Compensation Table

                                            Annual Compensation
Name and Principal Position(1)      Year    Salary     Bonus

Douglas G. Gregg (2)                2003    $517,992    -0-
  Chairman, Chief Executive         2002    $261,668    -0-
  Officer, and Acting Chief
  Financial Officer
Paul S. Sidey (3)                   2003    $367,972    -0-
  Director, President and           2002    $125,424    -0-
  Acting Secretary

Terrence Riely(4)                   2003      -0-    $435,000
                                    2002      -0-       -0-


  (1)  Joseph M. Dzierwa resigned as a director and President
     of the predecessor entity (accounting acquiree) and Pamela
     J. Dzierwa resigned as a director and Secretary on July 16,
     2002For the two fiscal years ended December 31, 2003, none
     of such persons received any compensation of the nature
     required to be reported pursuant to Item 402 of Regulation S-
     B.
  (2)   Mr.  Gregg was elected Chairman and Chief  Executive
     Officer on March 13, 2003; prior to that, he had been named
     President, Acting Chief Financial Officer and a director on
     July 16, 2002.  Additionally, on December 31, 2003, he was
     named Acting Chief Financial Officer.  The compensation
     reflected as salary for the year 2002 was received through a
     consulting agreement by and between the Company and Advanced
     Capital Corporation, a Colorado corporation, dated January
     3, 2001.  Advanced Capital Corporation is an entity 100%
     owned by Mr. Gregg.  Of the compensation reflected as salary
     or the year 2003, the sum of $182,429 was paid to Mr. Gregg
     and the remainder, $335,563, was accrued and remains due and
     payable.
  (3)  Mr. Sidey was elected President on March 13, 2003,
     prior to that, he was named Secretary and a director on July
     16, 2002.  Additionally, on December 31, 2003, he was named
     Acting Secretary.  The compensation reflected as salary for
     the year 2002 was received through a consulting agreement by
     and between the Company and Advanced Capital Corporation,
     dated January 3, 2001. Of the compensation reflected as
     salary for the year 2003, the sum of $113,400 was paid to
     Mr. Sidey and the remainder, $254,592, was accrued and
     remains due and payable.
  (4)   Mr.  Terrence  Riely, who resigned  as  a  director,
     Secretary and Chief Financial Officer on December 31, 2003,
     received a stock bonus consisting of 500,000 shares of our
     restricted common stock.  He received no other compensation
     of the nature required to be reported pursuant to Item 402
     of Regulation S-B.





                               -33-





     Board  Compensation. Members of our board of  directors
do  not  receive  cash compensation for  their  services  as
directors,  although  some  directors  are  reimbursed   for
reasonable expenses incurred in attending board or committee
meetings.

Item  11.   Security Ownership of Certain Beneficial  Owners
and Management.

     The  table  following sets forth information  regarding
the beneficial ownership of common stock for each person who
is  known by us to be the beneficial owner of more than five
percent  of our voting securities, for each of our directors
and  named executive officers, and all of our directors  and
executive  officers as a group.  Unless otherwise  indicated
in  the  footnotes, each person named below has sole  voting
and investment power over the shares indicated.

     As  of April 8, 2004, the Company had 53,554,960 shares
of common stock outstanding.  For purposes of this table,  a
person  is deemed to be the "beneficial owner" of the number
of  shares of common stock that such person has the right to
acquire within 60 days of April 8, 2004 through the exercise
of  any option, warrant or right, through the conversion  of
any   security,  through  the  power  to  revoke  a   trust,
discretionary  account, or similar arrangement,  or  through
the  automatic termination of a trust, discretionary account
or similar arrangement.

 Name of Beneficial Owner (1)      Number of Shares       Percent of Class
 ----------------------------      ----------------       ----------------
 Douglas G. Gregg (2)                19,027,505                 35.52
 Paul S. Sidey (3)                    2,772,725                  5.18
 Paul Enright(4)                      3,589,900                  6.70

 Airline Communications, Ltd.(5)     11,715,000                 21.88
 Ashford  Capital LLC (6)               131,000                100.00
 All executive officers              21,800,230                 40.70
 and directors as a group             (common)                 (common)
 (2 persons) (7)

     (1)  Except as otherwise noted, it is believed by the
     Company that all persons have full voting and
     investment power with respect to the shares, except as
     otherwise specifically indicated.  Under the rules of
     the Securities and Exchange Commission, a person (or
     group of persons) is deemed to be a "beneficial owner"
     of a security if he or she, directly or indirectly, has
     or shares the power to vote or to direct the voting of
     such security, or the power to dispose of or to direct
     the disposition of such security.  Accordingly, more
     than one person may be deemed to be a beneficial owner
     of the same security.  A person is also deemed to be a
     beneficial owner of any security which that person has
     the right to acquire within 60 days, such as warrants
     or options to purchase the Common Stock of the Company.





                               -34-








     (2)  All shares referenced herein constitute shares of
     our common stock.  Such number includes 11,715,000
     shares held in the name of Airline Communications,
     Ltd., of which Mr. Gregg is the director, President,
     Secretary, and sole shareholder.  Mr. Gregg's address
     is 4610 So. Ulster Street, Suite 150, Denver, CO 80237.

     (3)  All shares referenced herein constitute shares of
     our common stock.  Mr. Sidey's address is 4610 So.
     Ulster Street, Suite 150, Denver, CO 80237.

     (4)  All shares referenced herein constitute shares of
     our common stock.  Mr. Enright's address is 8598 S.
     Miller Court, Littleton, CO 80127.

     (5)  All shares referenced herein constitute shares of
     our common stock and have also been included in Mr.
     Gregg's holdings, as he is the director, President,
     Secretary, and sole shareholder of Airline
     Communications, Ltd.  Its address is 16025 Sequoia
     Drive, Parker, CO 80134.

     (6)  All shares referenced herein constitute shares of
     our Series A Preferred Stock, all, but not less than
     all of which are convertible at any time into three
     percent of our then outstanding common stock.
     Ashford's address is 65 Enterprise, Aliso Viejo, CA
     92650.

     (7)  All shares referenced herein constitute shares of
     our common stock and includes all shares described in
     Notes 2, 3 and 5, above.

Item 12.  Certain Relationships and Related Transactions.

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

     On July 16, 2002, a transaction was completed, whereby
Ashford Capital LLC sold 2,600,000 shares of our Common
Stock to Airline Communications, Ltd., an entity controlled
by Douglas G. Gregg.  As of such date, such stock
represented 61% of our issued and outstanding Common Stock.
Concurrently with the closing of such transaction, our
officers and directors resigned and Mr.. Gregg was elected a
director, President and Acting Chief Financial Officer and
Paul S. Sidey was elected a director and Secretary.
Reference is made to our Schedule 14f-1, which was filed
with the Securities and Exchange Commission on July 8, 2002,
and to our Current Report on Form 8-K dated July 16, 2002,
which was filed with the Securities and Exchange Commission
on July 25, 2002, for further information concerning this
transaction.




                               -35-






     On September 10, 2002, a transaction was completed,
whereby we acquired all of the issued and outstanding
capital stock of PFG, in exchange for which we issued
1,462,500 shares of our restricted common stock to Douglas
G. Gregg and 100,000 shares to Paul S. Sidey.  At the time
of the transaction, Mr. Gregg served as one of our directors
and our President and Acting Chief Financial Officer and Mr.
Sidey served as one of our directors and our Secretary.  In
addition to being the shareholders of PFG, Messrs. Gregg and
Sidey also served as directors and officers of PFG and its
two subsidiaries.  Reference is made to our Current Report
on Form 8-K dated September 10, 2002, which was filed with
the Securities and Exchange Commission on September 12,
2002, for further information concerning this transaction.

     On or about September 17, 2002, we issued 454,545
shares of our restricted Common Stock to Mr. Sidey in
connection with the cancellation of PFG's obligation of
approximately $50,000 to Mr. Sidey due to services he had
previously rendered to PFG.

     As of February 26, 2003, the record date for our
stockholders' consent involving the reincorporation of the
Company in the State of Delaware, 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, Mr. Gregg (individually and through Airline
Communications, Ltd.) and Mr. Sidey caused an aggregate of
4,677,046 shares of the Nevada corporation's common stock to
be 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, of which Mr. Gregg received an aggregate of
20,612,505 shares (7,312,505 in his name and 13,300,000 in
the name of Airline Communications, Ltd.) and Mr. Sidey
received 2,772,725 shares.

     In December 2003, we issued a stock bonus of 500,000
shares of our restricted Common Stock to Terrence Riely, who
at that time as a director, Secretary and Chief Financial
Officer, as compensation for services rendered.  On December
31, 2003, Mr. Riely resigned such capacities.

Item 13.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits: (Items marked with "*" are included herein)

     Exhibit
     Number                   Description

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




                               -36-






     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.

     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.

     4.3       2004 Stock Incentive Plan, which was filed with the
               Securities and Exchange Commission on December 10, 2003 as
               Exhibit 4.1 to the Company's Registration Statement on Form
               S-8, is hereby incorporated by this reference.

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

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

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




                               -37-






     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.

     10.7.1    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Karin Hoermann,
               dated February 12, 2003.

     10.7.2    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Castlegate Group,
               Inc., dated February 12, 2003.

     10.7.3    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Trufello
               Associates, Ltd., dated February 12, 2003.

     10.7.4    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Jack Sherman, dated
               February 12, 2003.

     10.7.5    Consulting Agreement by and between Paramco
               Financial Group, Inc. and Resource Capital
               Management, Inc., dated February 12, 2003.

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




                               -38-






     10.8.1    Annulment and Amending Agreement by and
               between Paramco Financial Group, Inc., and
               Jimmy L. Pfeffer, Jr. dated December 31,
               2003.

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

     10.9.1    Annulment and Amending Agreement by and among
               Paramco Financial Group, Inc., Ronald P.
               Savoie and Lawrence B. Kolber dated December
               31, 2003.

     31.1*     Certification pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002 of Douglas G.
               Gregg, as Chief Executive Officer.

     31.2*     Certification pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002 of Douglas G.
               Gregg, as Acting Chief Financial Officer.

     32.1*     Certification pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002 of Douglas G.
               Gregg, as Chief Executive Officer.

     32.2*     Certification pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002 of Douglas G.
               Gregg, as Acting Chief Financial Officer.

     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.




                               -39-






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

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

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

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

     99.5.2    Cancellation of Agreement for Consulting
               Services by and between Paramco Financial
               Group, Inc. and Trufello Associates Limited,
               dated December 31, 2002

     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.




                               -40-






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

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

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

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


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




                               -41-






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

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

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

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

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

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




                               -42-






     99.20     Press Release by Paramco Financial Group, Inc.,
               dated December 10, 2003, disclosing plans for Epic Financial
               Corporation, Datalogic International and Paramco Financial
               Group, Inc. to develop a proprietary VoIP Video Conferencing
               system, which was filed with the Securities and Exchange
               Commission on December 10, 2004, as Exhibit 99.20 to the
               Current Report on Form 8-K, is hereby incorporated by this
               reference.

     99.21     Press Release by Paramco Finanical Group,
               Inc., dated January 15, 2004, disclosing
               plans for development of its proprietary VoIP
               (Voice Over Internet Protocol) Video
               Conferencing system known as LoanFone, which
               was filed with the Securities and Exchange
               Commission on January 15, 2004, as Exhibit
               99.21 to the Current Report on Form 8-K, is
               hereby incorporated by this reference

     (b)  Reports on Form 8-K.

          (1)  On October 2, 2003, the Company filed a Current Report
               on Form 8-K disclosing the closing of the transaction on
               September 19, 2003 whereby, pursuant to a Purchase agreement
               dated December 19, 2003 by and among Paramco Financial
               Group, Inc., Ronald P. Savoie and Lawrence B. Kolber, the
               Company acquired all of the outstanding capital stock of
               Royal Federal, Inc.

          (2)  On December 10, 2003, the Company filed a
               Current Report on Form 8-K disclosing a Press
               Release by Paramco Financial Group, Inc.,
               dated December 10, 2003, concerning plans for
               Epic Financial Corporation, Datalogic
               International and Paramco Financial Group,
               Inc. to develop a proprietary VoIP Video
               Conferencing system.

          (3)  On January 15, 2004, the Company filed a
               Current Report on Form 8-K disclosing a Press
               Release by Paramco Financial Group, Inc.,
               dated January 15, 2004, concerning plans for
               development of its proprietary VoIP (Voice
               Over Internet Protocol) Video Conferencing
               system known as LoanFone.

          (4)  On  January  15,  2004, the Company  filed  a
               Current Report on Form 8-K disclosing (1) the
               Annulment and Amending Agreement by and among
               Paramco  Financial  Group,  Inc.,  Ronald  P.
               Savoie  and Lawrence B. Kolber dated December
               31,  2003; and (2) the Annulment and Amending
               Agreement  by  and between Paramco  Financial
               Group,  Inc. and Jimmy L. Pfeffer, Jr.  dated
               December 31, 2003.





                               -43-






Item 14.  Principal Accountant Fees and Services.

     During the past two fiscal years our principal
accountants have billed for their services as follows.  In
addition, certain fees for services related to the audit of
the financial statements of the Company for the period ended
December 31, 2003 as contained in this Annual Report are not
included because they were not incurred until after the end
of the fiscal year).

                                             Fiscal year
                                         2002           2003
                                      ------------------------
     (1)  Audit Fees:                   $17,500       $17,500

     (2)  Audit-Related Fees:             -0-           -0-

     (3)  Tax Fees:                       -0-           -0-

     (4)  All Other Fees                  -0-           -0-

     (5) (i)  The Company's Board of Directors, acting in
       lieu of an Audit Committee, requires that, prior to
       the engagement of the Company's principal accountant
       to audit the financial statements of the Company or
       to perform other Audited Related or Non-Audit
       Related services, the engagement be reviewed to
       consider the scope of services to be rendered and
       the expected fees to be charged by the principal
       accountant in connection with rendering such
       services.

       (ii) Not applicable.

     (6)  Not applicable.











                               -44-




                         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:     April 14, 2004      /s/ Douglas G. Gregg
                              ---------------------------
                              Douglas G. Gregg
                              Chairman of the Board, Chief Executive
                              Officer, Acting Chief Financial Officer
                              and Acting Principal Accounting Officer



Date:     April 14, 2004      /s/ Paul S. Sidey
                              --------------------
                              Paul S. Sidey
                              Director, President and Acting
                              Secretary















                               -45-




                 Index to Financial Statements

                 PARAMCO FINANCIAL GROUP, INC.

                           CONTENTS

                                                               Page

Report of Independent Public Accountants		  	F-1

Balance Sheet					 		F-2

Statements of Operations		 			F-3

Statements of Cash Flow						F-4

Statement of Shareholders' Equity				F-5

Notes to Financial Statements 					F-6 - F-17




























                             -PAGE-





                INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors
Paramco Financial Group, Inc.

We  have audited the accompanying consolidated balance sheet
of  Paramco Financial Group, Inc., a Nevada Corporation  and
subsidiaries (the "Company") as of December 31, 2003 and the
related consolidated statements of operations, stockholders'
deficit and cash flows for the years ended December 31, 2003
and  2002. These consolidated financial statements  are  the
responsibility    of   the   Company's    management.    Our
responsibility   is   to  express  an   opinion   on   these
consolidated financial statements based on our audits.

We   conducted  our  audits  in  accordance  with   auditing
standards  generally  accepted  in  the  United  States   of
America.  Those standards require that we plan  and  perform
the  audit to obtain reasonable assurance about whether  the
financial statements are free of material misstatement.   An
audit   includes  examining,  on  a  test  basis,   evidence
supporting  the  amounts and disclosures  in  the  financial
statements. An audit also includes assessing the  accounting
principles   used   and  significant   estimates   made   by
management,  as  well  as evaluating the  overall  financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,
the  financial position of Paramco Financial Group, Inc. and
subsidiaries as of December 31, 2003 and the results of  its
operations  and its cash flows for the years ended  December
31,  2003  and 2002 in conformity with accounting principles
generally accepted in the United States of America.

The Company's consolidated financial statements are prepared
using   the   generally   accepted   accounting   principles
applicable  to  a  going  concern,  which  contemplates  the
realization of assets and liquidation of liabilities in  the
normal  course  of  business. The  Company  has  accumulated
deficit  of  $7,696,328 at December 31, 2003, including  net
losses  of  $6,697,343  and $940,039  for  the  years  ended
December  31, 2003 and 2002, respectively. The  Company  has
shareholders  deficit of $2,299,819 at  December  31,  2003.
These  factors  as  discussed in Note 15  to  the  financial
statements,  raises  substantial doubt about  the  Company's
ability  to continue as a going concern. Management's  plans
in  regard to these matters are also described in  Note  15.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.



KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California
April 9, 2004




                                     F-1





                             PARAMCO FINANCIAL GROUP, INC.
                          (A development stage company)
                              CONSOLIDATED BALANCE SHEET
                                   DECEMBER 31, 2003


                                        ASSETS


 CURRENT ASSETS:
   Deposit                                                                535
   Marketable Securities                                               87,000
   Note receivable                                                     10,800
   Prepaid Expenses                                                    15,348
                                                                   -----------
                                                                   $  113,683
                                                                   ===========

                         LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:
   Accounts Payable and accrued expenses                           $  319,178
   Notes payable                                                      676,963
   Due to officers                                                    594,926
   Convertible notes payable                                          822,435
                                                                   -----------
                                                                    2,413,502

 COMMITMENTS & CONTINGENCIES

 STOCKHOLDERS' DEFICIT
   Preferred stock - unclassified, $0.001 par value, 5,969,000
     shares authorized, none issued                                         -
   Series A convertible Preferred Stock $0.001 par value,
    131,000  shares authorized, 131,000 shares issued                     131
   Preferred Stock - Series B convertible $0.001 par value per share,
    3,750,000  shares authorized, none issued                               -
   Preferred Stock - Series C convertible $0.001 par value per share,
    150,000  shares authorized, none issued                                 -
   Common stock, $0.001 par value, 50,000,000
     shares authorized, 40,340,060 issued and outstanding              40,240
   Additional paid-in capital                                       5,873,916
   Shares to be issued                                                 66,722
   Shares issued for note receivable                                 (133,000)
   Unamortized consulting fees                                       (434,500)
   Accumulated other comprehensive loss                               (17,000)
   Accumulated  deficit                                            (7,696,328)
                                                                  ------------
            Total stockholders' deficit                            (2,299,819)

                                                                  ------------
                                                                 $    113,683
                                                                  ============

                                                                          0







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




                                     F-2





                        PARAMCO FINANCIAL GROUP, INC.
                         (A development stage company)
                     CONSOLIDATED STATEMENTS OF OPERATION
                FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
       AND THE PERIOD FROM APRIL 22, 1996 (INCEPTION) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                             April 22, 1996
                                                                             (Inception) to
                                                   2003            2002        12/31/2003
                                              ------------   -------------   --------------
<S>                                                 <C>             <C>             <C>

 Net revenue                                  $         -    $     29,610     $   274,981

 Operating expenses                             6,474,519         891,950       7,637,631
                                              ------------   -------------   --------------

 Loss from operations                          (6,474,519)       (862,340)     (7,362,650)

 Non-operating Income (expense):
     Interest income                                  826             144             970
     Interest expense                            (223,650)        (77,843)       (334,648)
                                              ------------   -------------   --------------
 Net Loss                                      (6,697,343)       (940,039)     (7,696,328)

 Unrealized loss on marketable securities         (17,000)              -         (17,000)

                                              ------------   -------------   --------------
 Comprehensive Loss                           $(6,714,343)   $   (940,039)    $(7,713,328)
                                              ============   =============   ==============

 Basic and diluted weighted                    17,070,485       7,150,132
average shares outstanding                    ============   =============

 Basic and diluted net loss per share         $     (0.39)   $      (0.13)
                                              ============   =============
</TABLE>

   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.




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








                                     F-3






                       PARAMCO FINANCIAL GROUP, INC.
                       (A development stage company)
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS'
                             EQUITY (DEFICIT)
                 FOR THE PERIOD APRIL 22, 1996 (INCEPTION)
                           TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                               Preferred Stock    Common Stock        Additional    Shares                             Unrealized
                              Number of          Number of             paid-in       to be      Note      Unamortized  Loss on
                              shares   Amount   shares     Amount      Capital      issued   Receivable   Consulting   Securities
                              -------  -------  --------  ---------   ----------   --------  ----------   -----------  ----------
<S>                              <C>     <C>      <C>        <C>          <C>         <C>        <C>         <C>          <C>

Balance at April 22, 1996         -    $  -     156,250    $ 1,000      $     -     $    -     $     -     $      -    $      -

Net gain for year ended
December 31, 1999                 -       -           -          -            -          -           -            -           -
                              -------  -------  --------  ---------   ----------   --------  ----------   -----------  ----------

Balance at December 31, 1999      -       -     156,250      1,000            -          -           -            -           -

Net loss for year ended
December 31, 2000                 -       -           -          -            -          -           -            -           -
                              -------  -------  --------  ---------   ----------   --------  ----------   -----------  ----------
Balance at December 31, 2000      -       -     156,250   $  1,000            -          -           -            -           -

Net loss for the year ended
December 31, 2001                 -       -           -          -            -          -           -            -           -
                              -------  -------  --------  ---------   ----------   --------  ----------   -----------  ----------

Balance at December               -       -     156,250      1,000            -          -           -            -           -
31, 2001

Recapitalization on                             497,806       (346)       6,275          -           -            -           -
reverse acquisition           -------  -------  --------  ---------   ----------   --------  ----------   -----------  ----------

Balance after recapitalization
on September 10, 2002             -       -     654,056        654        6,275          -           -            -           -

Issuance of shares for
compensation and services         -       -      79,312         79       47,177          -           -            -           -

Shares to be issued
for service                       -       -           -          -            -      4,250           -            -           -

Net loss for the year ended
December 31, 2002                 -       -           -          -            -          -           -            -           -

                              -------  -------  --------  ---------   ----------   --------  ----------   -----------  ----------
Balance at December
31, 2002                          -       -     733,368        733       53,452      4,250           -            -           -

Issuance of shares for
prior year service                -       -      12,500         13        4,237     (4,250)          -            -           -

Conversion to Preferred      46,770      47    (467,705)      (468)         421          -           -            -           -
stock (note 10)

Reorganization              (46,770)    (47) 23,385,242     23,385      (23,338)         -           -            -           -
 (note 10)

Issuance of shares for
consulting services               -       -  11,329,970     11,330    4,994,355          -           -     (434,500)          -

Issuance of
warrants                          -       -           -          -      114,700          -           -            -

Issuance of shares for
interest payment                  -       -      10,000         10        3,320          -                        -

Issuance of Preferred       131,000     131           -          -       17,869          -     (18,000)           -           -
Stock for note receivable

Issuance of shares
for loan incentive                -       -     105,685        106       42,362          -           -            -           -

Issuance of shares for
warrants exercised                -       -     923,500        923      124,077          -           -            -           -

Issuance of shares
for cash                          -       -     807,500        808       85,861          -           -            -           -

Issuance of shares                                                         -
for investment                    -       -     200,000        200      103,800          -           -            -           -

Issuance of shares
for note receivable               -       -   3,000,000      3,000      147,000          -    (115,000)           -           -

Issuance of shares
for compensation                  -       -     200,000        200      205,800          -           -            -           -

Shares to be issued for
consulting services               -       -           -          -            -     66,722           -            -           -

Unrealized Loss on
Securities                        -       -           -          -            -          -           -            -     (17,000)

Net loss for the year ended
December 31, 2003                 -       -           -          -            -          -           -            -
                              -------  -------  --------  ---------   ----------   --------  ----------   -----------  ----------
                            131,000  $  131  40,240,060  $  40,240  $ 5,873,916  $  66,722  $ (133,000)  $ (434,500)  $ (17,000)
                              =======  =======  ========  =========   ==========   ========  ==========   ===========  ==========
</TABLE>




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






                                     F-4






                       PARAMCO FINANCIAL GROUP, INC.
                       (A development stage company)
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS'
                             EQUITY (DEFICIT)
                 FOR THE PERIOD APRIL 22, 1996 (INCEPTION)
                           TO DECEMBER 31, 2003

                           (TABLE CONTINUED)

                                    Retained
                                    earnings            Total
                                  (accumulated      Stockholders'
                                    deficit)       equity (deficit)
                                  -------------   -----------------

Balance at April 22, 1996          $        -       $      1,000

Net gain for year ended
December 31, 1999                         307                307
                                  -------------   -----------------

Balance at December 31, 1999              307              1,307

Net loss for year ended
December 31, 2000                     (21,269)           (21,269)
                                  -------------   -----------------

Balance at December 31, 2000          (20,962)           (19,962)

Net loss for the year ended
December 31, 2001                      (5,337)            (5,337)
                                  -------------   -----------------
Balance at December
31, 2001                              (26,299)           (25,299)

Recapitalization on
reverse acquisition                   (32,647)           (26,718)
                                  -------------   -----------------

Balance after recapitalization        (58,946)           (52,017)
on September 10, 2002

Issuance of shares for                      -             47,256
compensation and services

Shares to be issued                         -              4,250
for service

Net loss for the year ended          (940,039)          (940,039)
December 31, 2002                -------------   -----------------


Balance at December                  (998,985)          (940,550)
31, 2002

Issuance of shares for                      -                  -
prior year service

Conversion to Preferred                     -                  -
stock (note 10)

Reorganization                              -                  -
 (note 10)

Issuance of shares for                      -          4,571,185
consulting services

Issuance of                                 -            114,700
warrants

Issuance of shares for                      -              3,330
interest payment

Issuance of Preferred                       -                  -
Stock for note receivable

Issuance of shares
for loan incentive                          -             42,468

Issuance of shares for                      -            125,000
warrants exercised

Issuance of shares                          -             86,669
for cash

Issuance of shares                          -            104,000
for investment

Issuance of shares                          -             35,000
for note receivable

Issuance of shares                          -            206,000
for compensation

Shares to be issued for                     -             66,722
consulting services

Unrealized Loss on                          -            (17,000)
Securities

Net loss for the year ended        (6,697,343)        (6,697,343)
December 31, 2003                -------------   -----------------
                                $  (7,696,328)    $   (2,299,819)





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






                                     F-5






                            PARAMCO FINANCIAL GROUP, INC.
                             (A development stage company)
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
          AND THE PERIOD FROM APRIL 22, 1996 (INCEPTION) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>

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

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                         $ (6,697,343)   $   (940,039)    $  (7,696,328)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
    Loss on permanent decline in value of marketable securities              -          315,711          315,711
    Shares  issued for interest and loan incentives                     45,798                -           93,054
    Shares issued for services                                       4,571,185           47,256        4,622,691
    Warrants issued                                                    114,700                -          114,700
    Shares to be issued for services                                    66,722            4,250           66,722
    Issuance of shares for compensation                                206,000                -          206,000
    Increase (Decrease) in Current Assets:
        Prepaid Expenses                                               (15,348)               -          (15,348)
        Notes Receivable                                                 3,445                -            3,445

    (Increase) decrease in current liabilities:
         Customer deposit                                                    -             (535)            (535)
         Due to Shareholders                                           590,681                -          594,926
         Accounts payable and accrued expense                          307,621          (36,583)         230,663
                                                                  -------------   --------------   ------------------
 Total Adjustments                                                   5,890,804          330,099        6,232,029
                                                                  -------------   --------------   ------------------
    Net cash used in operating activities                             (806,539)        (609,940)      (1,464,299)
                                                                  -------------   --------------   ------------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash balance with the acquired subsidiary                                -                -           42,943
    Payment from/(to) officer advances                                   4,600           (3,600)           1,000
    Payment of notes payable                                           (66,529)         (50,000)        (116,529)
    Proceeds from notes payable                                        602,435          998,492        1,615,927
                                                                  -------------   --------------   ------------------
    Net cash provided by financing activities                          540,506          944,892        1,543,341
                                                                  -------------   --------------   ------------------

 CASH FLOWS FROM INVESTING ACTIVITIES
    Payment of note receivable                                               -          (10,000)         (10,000)
    Issuance of shares for cash                                        246,669                -          246,669
    Investment in marketable securities                                      -         (315,711)        (315,711)
                                                                  -------------   --------------   ------------------
    Net cash provided by (used in) investing activities                246,669         (325,711)         (79,042)
                                                                  -------------   --------------   ------------------

 NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                    (19,364)           9,241                -

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

 CASH & CASH EQUIVALENTS, ENDING BALANCE                          $          -    $      19,364     $          -
                                                                  =============   ==============   ==================

</TABLE>



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





                                     F-6








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


Note  1 - Business activity and company history

Paramco  Financial Group, Inc. (PF), a Colorado  corporation
was  formed  on April 22, 1996 under the name  of  Paramount
Financial  Group,  Inc. On September 27, 2002,  the  Company
filed an Amendment to its Articles of Incorporation with the
Colorado  Secretary of State to change its name  to  Paramco
Financial   Group,  Inc.   Paramco  Financial  Group,   Inc.
specializes in the development and placement of private debt
financing and commercial equipment leasing transactions.  At
the time of its acquisition, Paramount Financial Group, Inc.
also  was  structured  with two wholly  owned  subsidiaries,
Paramount  Mortgage  Investments, Inc.  and  Paramount  Real
Estate Investment Trust, Inc.  Neither of these subsidiaries
was operational at the time of the acquisition.

On  September 10, 2002, PF 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 two individuals. In exchange for all  of  the
shares  common  stock of PFGI, PFGI issued an  aggregate  of
1,562,500  shares of its restricted common stock,  comprised
of  1,462,500 shares to one individual and 100,000 shares to
the  other. These individuals became directors and  officers
of the combined company (the "Company"). One officer is also
the   President  and  a  director  of  PFGI  and   its   two
subsidiaries, Paramount Mortgage Investments,  Inc.  ("PMI")
and  Paramount Real Estate Investment Trust, Inc.  ("PREI").
The  other  officer is also the Secretary and a director  of
PFGI,  PMI and PREI. PFGI was incorporated on April 4,  1996
and  is  a consulting and corporate financial services  firm
specializing in the development and placement of  commercial
equipment  leasing transactions and assisting  clients  with
their capital formation needs. 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.

Paramco  Financial  Group, Inc. (PFGI) was  incorporated  on
July  13, 1999 under the laws of the State of Nevada,  under
the  name  Prestige Jewelry, Inc. On February 4, 2002,  PFGI
filed  an  amendment  to its articles  of  incorporation  to
change the name to The Prestige Group.net, Inc.

The Company is in the development stage and its efforts have
been  principally  devoted  to  development,  organizational
activities, and raising capital.

Note  2 - Summary of significant accounting policies
                  Cash and cash equivalents

The Company considers all liquid investments with a maturity
of  three months or less from the date of purchase that  are
readily convertible into cash to be cash equivalents.

Marketable Securities

The  Company's  securities are classified as  available-for-
sale  and,  as such, are carried at fair value. All  of  the
securities comprised of shares of common stock and preferred
stock  of  investee. Securities classified as available-for-
sale  may be sold in response to changes in interest  rates,
liquidity needs, and for other purposes.

Unrealized  holding  gains and losses for available-for-sale
securities  are  excluded from earnings and  reported  as  a
separate  component of stockholder's equity. Realized  gains
and  losses  for securities classified as available-for-sale
are reported in earnings based upon the adjusted cost of the
specific  security sold. During the year ended December  31,
2003,  the  Company invested in marketable equity securities
in   exchange  of  the  Company's  common  stock  valued  at
$104,000. The Company recorded unrealized loss on marketable
securities amounting $17,000 for the decline in value of the
marketable securities at December 31, 2003.




                                     F-7





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



During  the  year  ended  December  31,  2002,  the  Company
invested  in  marketable equity securities of  $315,711.  On
December   31,  2002,  the  Company  determined   that   the
investment in marketable securities was at zero value  based
upon the fair value of the marketable securities on December
31, 2002. The Company determined the decline in value of the
marketable securities was permanent and therefore,  recorded
realized  loss on marketable securities amounting  $315,711,
reflected  in operating expenses in the financial statements
in the year ended December 31, 2002.

Accounts payable & accrued expenses

Accounts payable and accrued expenses consist of the following:

                    Accounts payable          $      303,486
                    Accrued expenses                  15,692
                                              $      319,178

Revenue Recognition

The Company's revenue recognition policy for sale of network
products  is  in  compliance with Staff accounting  bulletin
(SAB)  104.  Revenue  from the sale of network  products  is
recognized  when a formal arrangement exists, the  price  is
fixed  or  determinable,  the  delivery  is  completed   and
collectibility is reasonably assured. Generally, the Company
extends  credit  to  its  customers  and  does  not  require
collateral.  The Company performs ongoing credit evaluations
of its customers and historic credit losses have been within
management's expectations.

Revenue  represents  estimated net realizable  amounts  from
clients,   third-party  payers  and  others  for  consulting
services  rendered.  The Company did not  have  any  revenue
during the year ended December 31, 2003.

Use of estimates

The  preparation  of  consolidated financial  statements  in
conformity  with  generally accepted  accounting  principles
requires  management to make estimates and assumptions  that
affect  the  reported amounts of assets and liabilities  and
disclosures of contingent assets and liabilities at the date
of  the  consolidated financial statements.  Actual  results
could differ from those estimates.

Income Taxes

Deferred  income  tax  assets and liabilities  are  computed
annually  for differences between the consolidated financial
statements and tax basis of assets and liabilities that will
result in taxable or deductible amounts in the future  based
on enacted laws and rates applicable to the periods in which
the  differences  are  expected  to  affect  taxable  income
(loss). Valuation allowance is established when necessary to
reduce  deferred  tax assets to the amount  expected  to  be
realized.




                                     F-8




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



Advertising

The  Company  expenses advertising costs  as  incurred.  The
company incurred $ 538 in the advertising costs for the year
2003.

Stock-based compensation

In  October  1995, the FASB issued SFAS No. 123, "Accounting
for  Stock-Based  Compensation".  SFAS  No.  123  prescribes
accounting  and  reporting  standards  for  all  stock-based
compensation   plans,  including  employee  stock   options,
restricted  stock, employee stock purchase plans  and  stock
appreciation  rights.  SFAS  No. 123  requires  compensation
expense  to be recorded (i) using the new fair value  method
or  (ii)  using the existing accounting rules prescribed  by
Accounting Principles Board Opinion No. 25, "Accounting  for
stock   issued   to   employees"  (APB   25)   and   related
interpretations with pro forma disclosure of what net income
and  earnings  per  share would have been  had  the  Company
adopted  the  new  fair value method. The company  uses  the
intrinsic value method prescribed by APB25 and has opted for
the  disclosure provisions of SFAS No.123. The  Company  did
not  have  any options for its stock outstanding on December
31, 2003 and 2002.

Issuance of shares for service

The  Company accounts for the issuance of equity instruments
to acquire goods and services based on the fair value of the
goods   and  services  or  the  fair  value  of  the  equity
instrument  at  the  time  of issuance,  whichever  is  more
reliably measurable.

Fair value of financial instruments

Statement   of  financial  accounting  standard   No.   107,
Disclosures  about  fair  value  of  financial  instruments,
requires that the Company disclose estimated fair values  of
financial instruments. The carrying amounts reported in  the
statements  of  financial position for  current  assets  and
current liabilities qualifying as financial instruments  are
a reasonable estimate of fair value.

Segment Reporting

Statement  of Financial Accounting Standards No. 131  ("SFAS
131"),  "Disclosure  About Segments  of  an  Enterprise  and
Related   Information"  requires  use  of  the   "management
approach"   model  for  segment  reporting.  The  management
approach  model  is based on the way a company's  management
organizes  segments within the company for making  operating
decisions and assessing performance. Reportable segments are
based  on products and services, geography, legal structure,
management   structure,  or  any  other  manner   in   which
management disaggregates a company. Currently, SFAS 131  has
no effect on the Company's consolidated financial statements
as   substantially  all  of  the  Company's  operations  are
conducted in one industry segment.

Reclassifications

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




                                     F-9





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


Principles of consolidation

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

Note  3 - Recent pronouncements

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

In  December 2003, the Financial Accounting Standards  Board
(FASB)    issued   a   revised   Interpretation   No.    46,
"Consolidation of Variable Interest Entities" (FIN 46R). FIN
46R  addresses  consolidation  by  business  enterprises  of
variable  interest  entities and significantly  changes  the
consolidation  application  of  consolidation  policies   to
variable  interest entities and, thus improves comparability
between enterprises engaged in similar activities when those
activities are conducted through variable interest entities.
The Company does not hold any variable interest entities.

Note  4 - Note receivable

The Company has a note receivable from an entity for $10,000
with  6 month term, unsecured, and bearing 8% interest,  for
cash  advanced by the Company to an entity on  November  21,
2002. Interest accrued on this note of $800 was included  in
the total of $10,800.

Note  5 - Prepaid Expenses

This  amount  represents the over payment  of  interest  of
$15,348 to the convertible note holders. The amount is  due
on demand and unsecured.




                                     F-10





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


Note  6 - Promissory notes payable

The  Company  has  issued  secured  promissory  notes.  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 year ended December 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,  2003,  the securities had zero value as  described  in
Note 2. The balance on the note amounted to $651,963 as  of
December 31, 2003.

In  addition, the Company has a 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

During the year ended December 31, 2003, the Company issued
convertible notes amounting $602,435. The promissory  notes
carry  interest rates of 12% and 14% per annum and are  due
in twelve months. At the option of the holder after 30 days
from  issuance, the note can be converted, in whole  or  in
part,  into  the  Company's common stock at the  conversion
price  equal to the volume-weighted trading average closing
bid   price   during  the  10  consecutive   trading   days
immediately preceding the conversion date. The  balance  on
the note amounted to $822,435 as of December 31, 2003.

Note  8 - Due to Officers

The officers of the company are entitled to compensation of
$850,000 for the year ended December 31, 2003. The  balance
of  $594,926  is  the amount owed to the officers  for  the
unpaid compensation as of December 31, 2003.

Note  9 - Income taxes

No provision was made for income taxes since the Company has
net  operating  loss. At December 31,  2003  and  2002,  the
Company has a net operating loss for federal tax purposes of
$7,322,874   and   $625,531.  The   net   operating   losses
carryforward  may be used to reduce taxable  income  through
the  year  2023.  The  availability  of  the  Company's  net
operating  losses carryforward are subject to limitation  if
there  is a 50% or more positive change in the ownership  of
the Company's stock. The Company has deferred tax assets  of
$2,490,000  and  $213,000  at December  31,  2003  and  2002
relating  to  its  net operating losses carried  forward.  A
valuation allowance is provided for deferred tax assets when
it  is more likely than not that some portion or all of  the
deferred  tax  assets  will  not be  realized.  The  Company
provided  a 100% valuation allowance for these deferred  tax
assets.




                                     F-11




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


Note 10 - Stockholder's equity and related note receivable

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

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

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

During  the  year ended December 31, 2003, the Company  made
the following stock transactions;

The  Company  issued 11,329,970 shares of common  stock  for
consulting fees of $ 4,571,185 to unrelated parties.

The  company issued 10,000 shares of restricted common stock
for interest valued at $3,330.

The company issued 105,685 shares of restricted common stock
for loan incentive valued at $ 42,468.

The Company issued 807,500 shares for total cash received of
$86,669.

The  Company issued 200,000 shares in exchange of marketable
securities  of  a  public company. The investment  has  been
recorded at $ 104,000.

The Company issued 3,000,000 shares for notes receivable for
$150,000.  These  notes are due on or  before  December  31,
2003.  $35,000  of this note was received  during  the  year
ended December 31, 2003.

The Company issued 200,000 shares for compensation amounting
$206,000.

The  Company has 100,000 shares to be issued for  consulting
as of December 31, 2003 valued at $46,000. These shares have
been subsequently issued in January, 2004. In addition,  the
Company  has 62,793 shares to be issued for interest  valued
at $20,722.

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




                                     F-12





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


The  Company  converted  4,677,046 shares  of  common  stock
issued  to  officers  and  major shareholders,  into  46,770
shares  of Series D Preferred stock. Each share of Series  D
preferred  stock  is convertible into 500 shares  of  common
stock  of  the  company. Such conversion rate  of  preferred
stock  in  to common stock would be immune from the  reverse
split  of  the Company's common stock on April 8,  2003.  On
April  8,  2003,  the preferred stocks were  converted  into
23,385,230  shares  of  common  stock  as  a  part  of   the
reincorporation (note 17).

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

The  Company received $25,000 from one of the warrant holder
who  exercised all of his Class A Warrants and part of Class
B  Warrants.  The Company issued 423,500 shares  during  the
year  ended  December  31, 2003. In  addition,  the  Company
received $100,000 in connection with the exercise of 500,000
Class B Warrants during the year ended December 31, 2003.

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

Note 11 - Basic and diluted net loss per share

Basic  and  diluted net loss per share for  the  year  ended
December  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 12 - 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  year  ended
December  31,  2003 and 2002. The Company paid $158,327  and
$74,545 for interest during the year ended December 31, 2003
and 2002, respectively.

Note 13 - Change in control and acquisition

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





                                     F-13





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


As  a  part of the above transaction, on September 10, 2002,
the Company 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 two
individuals. In exchange for all of the shares common  stock
of  PFGI, the Company issued an aggregate of 156,250  shares
of  its restricted common stock, comprised of 146,250 shares
to  one  individual and 10,000 shares to the other, officers
of  the  Company. 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"). A secretary and a  director
of the Company, is also the secretary and a director of each
of  PFGI,  PMI and PREI. PFGI was incorporated on  April  4,
1996 and is a corporate financial services firm specializing
in  the  development  and placement of commercial  equipment
leasing  transactions  and  assisting  clients  with   their
capital formation needs.

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

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

Note 14 - Commitments and litigation

Commitments:

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




                                     F-14




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


Litigation:

On  April  24, 2003, Paramco Financial Group,  LLC  and  the
president  and  chairman of the board of  directors  of  the
Company was named as a defendant in a lawsuit styled,  State
of  Colorado,  Arthur Hall, vs. Paramount  Financial  Group,
Inc.,  a  Colorado corporation, Douglas G. Gregg,  president
and director, in his official and individual capacities,  in
the  District Court of the Denver County, Colorado, Case No.
03  CV 2874.  Plaintiff has alleged causes of action against
the  defendants for breach of contract, promissory estoppel,
and  intentional and negligent misrepresentation and  causes
of   action  against  Mr.  Gregg  for  promissory  estoppel,
intentional interference with contract/financial expectancy,
and  intentional and negligent misrepresentation for failure
and  refusal  to pay plaintiff the compensation  and  travel
expenses  to  which  he  is entitled  under  the  contracts.
Plaintiff   has   requested  the  following   relief:    (i)
compensatory  damages including the payment of all  contract
payments,  back  pay,  bonuses,  and  front  pay  to   which
plaintiff  was  and  is entitled, (ii) compensatory  damages
including   payment  for  emotional  distress  suffered   by
plaintiff as a result of defendants' conduct, (iii) punitive
damages on defendants' willful and wanton breach of contract
and  on  all  claims  allowed by law,  (iv)  defendants  pay
plaintiff's  attorney  fees and the costs  of  this  action,
including expert witness fees, on all claims allowed by law,
(v)  defendants pay pre- and post-judgment interest  at  the
lawful  rate, and (vi)  any further relief that  this  court
deems  just  and proper, and any other relief as allowed  by
law.   In  October  2003, the Company entered  a  settlement
agreement to pay Arthur Hall $138,500. $22,500 was paid  and
remaining  $116,000  was recorded  as  a  liability  in  the
financial statement for the year ended December 31, 2003. In
March  2004,  a  stipulated  judgment  entered  against  the
Company  and  in  favor  of Arthur Hall  in  the  amount  of
$152,500.

Note 15 - 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.  The  Company   has
accumulated  deficit  of $7,696,328 at  December  31,  2003,
including  net  losses of $6,697,343 and  $940,039  for  the
years  ended  December 31, 2003 and 2002, respectively.  The
Company  has shareholders deficit of $2,299,819 at  December
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 16- Annulment and Amending Agreement

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

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




                                     F-15





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


On  May  2,  2003 the Company entered into an Annulment  and
Amending  Agreement (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   these  two  individuals   whereby  the
Company   was   to   acquire  all  of   the    issued    and
outstanding capital stock  of  Woodlands S.A.  As  a  result
of  this  agreement, the parties have returned  all  of  the
capital  stock of Woodlands to these individuals. These  two
individuals  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.

Pursuant  to  the Purchase Agreement dated  July  17,  2003,
Paramco  Financial  acquired Alliance Capital  Group,  Inc.,
Jimmy l. Pfeffer. in exchange for restricted common stock in
Paramco  in   a  transaction that closed on July  25,  2003.
Alliance  Capital  Group  is a recently-formed  Dallas-based
company  that  is engaged in the business of purchasing  and
collecting  delinquent credit card debt.   Alliance  was  to
continue  to  operate as a wholly-owned  subsidiary  of  the
Company  with Jimmy l. Pfeffer remaining in his position  of
its sole Director, President and Secretary/Treasurer.

Pursuant  to a Purchase Agreement dated September 19,  2003,
the Company closed a transaction, whereby it acquired all of
the  issued and outstanding shares of capital stock of Royal
Federal,   Inc.,  a  Louisiana  corporation  ("RFI").     In
exchange  for  all of the shares common stock  of  RFI,  the
Company  agreed to issue an aggregate of 100,000  shares  of
its restricted common stock to two previous owners.  RFI  is
a   New   Orleans,   Louisiana  -  based  mortgage   broker,
specializing in the sub-prime mortgage lending market in the
state of Louisiana and Mississippi.

On  December  31, 2003 Paramco Financial Group,  Inc.   (the
"Company") entered into an Annulment and Amending  Agreement
with  Jimmy L.  Pfeffer, Jr. (the "Amending Agreement")   to
annul  the  closing of the transaction provided for  in  the
Purchase  Agreement dated July 17, 2003, by and between  the
Company  and Mr. Pfeffer (the "Purchase Agreement"), whereby
the  Company is to acquire all of the issued and outstanding
capital  stock of Alliance Capital Group, Inc. ("Alliance"),
from   Mr.   Pfeffer in exchange for 120,000 shares  of  the
Company's Common Stock.  As a result of this agreement,  the
parties  have returned all of the capital stock of  Alliance
to  Mr.  Pfeffer  and Mr. Pfeffer has returned  the  120,000
shares  of the Company's Common 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 Alliance's financial statements and their delivery
to, and their acceptance by, the Company.  In the event that
the  completion and acceptance is not completed by September
30,  2004, the Purchase Agreement is subject to cancellation
by the Company at its sole option.

On  December  31, 2003 Paramco Financial Group,  Inc.   (the
"Company") entered into an Annulment and Amending  Agreement
with  Ronald P. Savoie and Lawrence B. Kolber (the "Amending
Agreement") to annul the closing of the transaction provided
for  in the Purchase Agreement dated September 19, 2003,  by
and  among  the Company and Messrs. Savoie and  Kolber  (the
"Purchase  Agreement"), whereby the Company was  to  acquire
all  of   the  issued  and  outstanding  capital  stock   of
Royal  Federal,   Inc.  ("Royal Federal"), from  Savoie  and
Kolber in exchange for an aggregate of 100,000 shares of the
Company's Common Stock.  As a result of this agreement,  the
parties  have  returned all of the capital  stock  of  Royal
Federal to Messrs. Savoie and Kolber and Messrs. Savoie  and
Kolber have returned and aggregate of 100,000 shares of  the
Company's  Common  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 Alliance's financial statements and their delivery
to, and their acceptance by, the Company.  In the event that
the  completion and acceptance is not completed by September
30,  2004, the Purchase Agreement is subject to cancellation
by the Company at its sole option.




                                     F-16





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


Note 17- Reincorporation

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

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










                                     F-17