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, 2002

[_]  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: $29,610.

The aggregate market value of voting and non-voting common equity
held by non-affiliates of the registrant as of April 11, 2003:
Common stock, $0.001 par value:  $6,596.

The number of shares of the registrant's common stock outstanding
as of April 11, 2003:  23,715,039

Documents incorporated by reference:  Not Applicable

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




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                   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.




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                           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.


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In exchange therefor, we issued 1,462,500 shares of our common
stock to Douglas G. Gregg and 100,000 shares of our common
stock of Paul S. Sidey.  At the time of its acquisition,
Paramount also was structured with two wholly owned
subsidiaries, Paramount Mortgage Investments, Inc. and
Paramount Real Estate Investment Trust, Inc.  Although
neither of these subsidiaries was operational at the time of
the acquisition, both are poised to implement operations in
the mortgage banking and real estate and mortgage investment
business, respectively.

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

     On October 17, 2002, our subsidiaries, Paramount
Mortgage Investments, Inc. and Paramount Real Estate
Investment Trust, Inc. changed their names to Paramco
Mortgage Corporation and Paramco Investments, Inc.,
respectively.

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

     On September 24, 2002, we entered into a Letter of
Intent 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.

     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 will continue 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.




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

     As of February 26, 2003, the record date for our
stockholders' consent, the authorized capital of the Nevada
Company 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 Nevada
Company common stock and 4,031,000 shares of Nevada Company
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
Nevada Company common stock were exchanged for 46,770 shares
of Series D Convertible Preferred Stock of the Nevada
Company.  After the effective date of the reincorporation,
the Series D Convertible Preferred Stock automatically
converted into 23,385,230 shares of Delaware Company common
stock.  As of the date of this Annual Report, we have
approximately 23,715,039 shares of common stock outstanding,
131,000 shares of our Series A Preferred Stock authorized
and outstanding, and 150,000 shares of our Series C
Preferred Stock authorized and outstanding.  We will reserve
10,000,000 shares or fifteen percent (15%) of the issued and
outstanding shares of our common stock for issuance under
the 2003 Directors and Officers Stock Option and Stock Award
Plan.  Accordingly, on the effective date of the
reincorporation, our board of directors will have available
approximately 66,284,961 shares of common stock and
9,719,000 shares of Delaware Preferred Stock which are
authorized but presently unissued and unreserved, and which
will be available for issuance from time to time in
connection with, acquisitions of other companies and other
corporate purposes.

     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.
Furthermore, a separate discussion is set forth below
concerning the business operations of Woodlands S.A.
Financial Services, Inc., which was acquired by the Company
on January 31, 2003.




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     Description of Business of Paramco Financial Group, 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.

     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.




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     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, telecommunications, hospitality and various
manufacturing industries.

     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.




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Residential and Commercial Mortgages

     One   of  the  wholly-owned  subsidiaries  of  PFG   is
Paramount  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.

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;




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               * 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.

    Business of Woodlands S.A. Financial Services, Inc.

     Woodlands S.A. Financial Services, Inc. ("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.  Its portfolio
of receivables is referred to as "notes receivable," and is
comprised of the notes secured by medical receivables.  At
the time of the Company's acquisition of Woodlands on
January 31, 2003, Woodlands had total note receivables and
equity of $4,809,772.84 and $289,087.14, respectively.

     Woodlands principally serves the financing needs of
small and middle-market healthcare service providers, such
as outpatient healthcare providers, medical imaging centers,
physician group practices, integrated healthcare delivery
networks and hospitals.  Many of its customers are growing
entrepreneurial companies that have capitalized on trends
affecting the healthcare delivery systems in the U.S. to
build their businesses.  These trends include:

*    Significant growth in the level of healthcare
     expenditures;

*    Dramatic efforts by governmental and marker forces to
     reduce healthcare delivery costs and increase efficiency;

*    Demographic trends that are expected to continue
     increasing the demand for healthcare services; and

*    Growth, consolidation and restructuring of healthcare
     service providers.

At the same time, however, these trends have increased the
need of the medical service providers to expedite their cash
flows, which are often slowed by the medical care expense
reimbursement system utilized by both the public- and
private-entity third party payers.  As a result, many
healthcare providers utilize accounts receivable financing
to better facilitate their business operations.




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     Woodlands' medical receivables financing business
generally consists of providing loans to healthcare
providers that are secured by their receivables.
Substantially all of these lines of credit are
collateralized by third party medical receivables due from
Medicare, Medicaid, HMOs, PPOs, commercial insurance
companies, self-insured corporations, and, to a limited
extent, other healthcare service providers.  At times, it
may use additional types of collateral to secure these
loans.  Woodlands generally advances 60% to 70% of its
estimate of the net collectible value of the eligible
receivables from third party payers.  Clients continue to
bill and collect the accounts receivable and Woodlands
receives payments from its clients.  Woodlands typically
charges monthly interest on the loans to healthcare
providers with annual interest rates of 15% to 18%.  It
conducts due diligence on its potential medical receivables
clients for all financings and follows underwriting and
credit policies in providing financing to customers.  Its
credit risk is mitigated by its security interest in the
customer's receivables and by the customer's additional
collateral, where applicable.

Business Strategy

     It is Woodlands' goal to be a growing provider of asset-
backed financing services to growing segments of the
healthcare industry and to be the primary source for all of
the financing needs of its customers.  The principal
components that that will enable it to attain this goal
include:

     Offering financing services to existing customers in
     its present markets.  Woodlands' management believes
     that a significant opportunity for new receivables
     financing business lies in solicitation of existing
     active customer accounts.  Woodlands intends to
     maintain a strategy of differentiating itself from many
     of its competitors by continuing to offer lines of
     credit secured by medical receivables rather than
     factoring those receivables at a discount.

     Acquiring specialty businesses.  As an additional
     strategy to strengthen its position in the healthcare
     industry, Woodlands' management will attempt to grow
     through acquisitions of specialty businesses that fit
     within Woodlands' existing operations and long-term
     business strategy.

Sales and Marketing

     Woodlands expects to generate most of its financing
          opportunities from two sources:

     *    Direct marketing to healthcare providers with whom its
          sales organization has relationships and

     *    Referrals from external sources.




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     Its target market for the medical receivables lines of
credit it originates includes not only "small" but also
"middle market" healthcare companies and providers.  By
definition, this sector of the marketplace excludes both
start-up healthcare companies, as well as extremely mature
or rated medical organizations that can obtain traditional
bank financing.  This sector has been one that most
traditional financing sources have avoided due to the payer
complexity and medical industry financing specialization
required.  "Middle market" companies and providers that
comprise its target market include the following:

  *    Specialty outpatient clinics, including imaging
       centers, surgery centers, oncology centers, and medical
       laboratories;

  *    Hospitals, including acute care and sub-acute care
       facilities, and community and specialty hospitals;

  *    Health service companies, including home healthcare,
       nursing homes, skilled nursing, physical and occupational
       therapy, pharmacy, infusion, and specialty treatment
       centers; and

  *    Medical practitioners, including medical groups,
       individual physicians with large practices and management
       service organizations.

Capital Resources and Funding

     Woodlands obtains funding for its medical receivables
financing though the issuance of its notes to investors in
private placement transactions.  These notes typically are
for one- or two-year terms and pay monthly interest at an
annual rate of 9.5% to 11.0%.

     If, for any reason, it were to become unable to access
the private market to fund its medical receivables financing
business operations,  the consequences would be materially
adverse.  Woodlands' ability to raise such funds depends
upon a number of factors, including:

  *    The general conditions in the credit markets; and

  *    The overall financial performance of its contract portfolio.

     Woodlands does not have binding commitments for any
private placement funding.  While it expects to be able to
continue to obtain funding it requires for its medical
receivables financing businesses, it cannot give any
assurance that it will be able to do so.  If, for any
reason, funding becomes unavailable in the amounts and on
terms deemed reasonable by Woodlands, its medical
receivables financing activities would be materially
adversely affected.  Woodlands believe that its present
funding sources are sufficient to fund its current needs for
its medical receivables financing businesses.




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Competition

     Medical receivables financing is readily available for
many hospitals and for physicians seeking relatively small
amounts of funding.  However, for outpatient healthcare
providers and providers of home health care services, the
principal sources of financing generally are limited to
specialty finance companies or factoring companies that
purchase receivables at a discount.  Woodlands believes the
principal reasons for the lack of financing in these areas
historically have been the uncertainty of the value of the
receivables, the lack of permanent funding vehicles and the
potential for fraud due to the difficulty of verifying the
performance of healthcare services.  More recently, interest
in providing financing for this sector has increased as a
result of improved understanding of the expected
reimbursement levels for healthcare services and the
availability of historical performance data on which to base
credit decisions.  Woodlands' strategy in medical
receivables financing is to differentiate itself from many
of its competitors by offering loans secured by medical
receivables.  It does not factor medical receivables because
it believes that loans secured by medical receivables are
often more attractive to borrowers that generate high-
quality medical receivables because those borrowers find
that Woodland's financing services cost less than
receivables factoring.

     Nevertheless, the business of financing medical
receivables is highly competitive.  Woodlands competes with
finance subsidiaries of national and regional commercial
banks, and other financing companies, including those
conducting receivables factoring.  Many of its competitors
have significantly greater financial and marketing resources
than it does.

Government Regulation

     Although most states do not regulate the medical
receivables financing business, certain states do require
the licensing of lenders and financers 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.

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.




-PAGE-




Going Concern Opinion

     The Company's financial statements for the year ended
December 31, 2002 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. Further, the financial statements for the
predecessor entity of the Company for the year ended
December 31, 2001 also contain an emphasis paragraph
regarding "going concern" from the predecessor entity's
independent accountants.

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

   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.




-PAGE-




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.

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;




-PAGE-




     *   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.

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.




-PAGE-




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.

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.




-PAGE-




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.

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.




-PAGE-




   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.

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.




-PAGE-




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.

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


-PAGE-


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 $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.

     Woodlands occupies 1008 square feet of office space in
San Antonio, Texas.  The lease for the premises was
initiated on March 15, 1993 and the current extension of its
lease commenced on November 1, 2002 and continues for three
(3) years until October 31, 2005.  Woodlands pays a monthly
rent of $925.87 per month.  The Company expects that it will
utilize this space until the future growth of its business
operations necessitates an increase in office space.  There
is an ample supply of office space in the greater San
Antonio area and the Company does not anticipate any problem
in securing additional space when necessary.

Item 3.  Legal Proceedings.

     The Company, and its subsidiaries, are not engaged in
any legal proceedings except litigation in the ordinary
course of business. In the opinion of management, the amount
of ultimate liability with respect to those proceedings will
not be material to the Company's financial position or
results of operations.

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, 2002.


                           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".




-PAGE-




     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)
                            High         Low
   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

   Year ended
   December 31, 2001:
   First Quarter (3)     $      -    $      -
   Second Quarter           0.050       0.050
   Third Quarter            0.020       0.050
   Fourth Quarter           0.020       0.030

(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.

(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)  Commencing in the Second Quarter, the OTC Compliance
     Unit of NASD Regulation, Inc. (the "Compliance Unit")
     granted permission to broker-dealers who wanted to make
     a market in our common stock to place priced bid and
     asked quotations on the OTC Bulletin Board.




-PAGE-




     On April 11, 2003, the closing bid price of the Common
Stock of the Company was $0.02 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 11, 2003, there
were approximately three broker-dealers publishing quotes
for the Common Stock of the Company.

     Holders.  As of April 11, 2003, there were 23,715,039
shares of Common Stock issued and outstanding, which were
held by approximately 61 holders of record.  As of April 11,
2003, there were 131,000 shares of Series A Convertible
Preferred Stock outstanding, which were held by one holder
of record and 150,000 shares of Series C Convertible
Preferred Stock outstanding, which were held by two holders
of record. No shares of any other series of Preferred Stock
were outstanding as of April 11, 2003.

     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.

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            49,897
compensation
plans not
approved by
security
holders (1)
                ------------------------------------------------
Total                 0             0            49,897
                ------------------------------------------------




-PAGE-




(1)  This plan, the 2002 Stock Plan (the "Plan"), was
adopted by the Company's Board of Directors on  July 25,
2002.  The Plan provides for issuance of common stock as
compensation to both employees and non-employees, including
directors, consultants and advisors.  During the fiscal year
ended December 31, 2002, no common stock was issued under
the Plan to employees, officers or directors of the Company.
All of the common stock issued under the Plan was issued to
third-party consultants and advisors to the Company as
compensation for services rendered.

     Recent Sales of Unregistered Securities.

     Not applicable.

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.

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".




-PAGE-




     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.

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




-PAGE-




     On October 17, 2002, our subsidiaries, Paramount
Mortgage Investments, Inc. and Paramount Real Estate
Investment Trust, Inc. changed their names to Paramco
Mortgage Corporation and Paramco Investments, Inc.,
respectively.

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

     On September 24, 2002, we entered into a Letter of
Intent 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.

Results of Operations

     Operations for the Year ended December 31, 2002, as
compared to the Year ended December 31, 2001.

Revenues

     Revenues decreased by$99,065, or 76.1%, to $29,610 for
the year ended December 31, 2002, compared to $123,675 for
the year ended December 30, 2002.

Expenses

     Operating expenses for the year ended December 31,
2002, were $576,239.  This represents an increase of
$447,735, or 348%, in operating expenses from the comparable
year ended December 31, 2001, when we reported operating
expenses of $128,504. Total expenses, including operating
expenses, those pertaining to litigation settlement, net
interest, loss on permanent decline in value of marketable
securities, and other miscellaneous expenses for the year
ended December 31, 2002 were $969,649. This represents an
increase of $840,637, or 752%, from the comparable annual
period ended December 31, 2001, when we reported total
expenses of $129,012.  Much of the increase in expenses can
be attributed to the fact that the Company is no longer a
development stage company, to general and administrative
expenses, and to those other expenses normally incurred by
public companies, i.e., legal, and accounting, as well as
the loss on permanent decline in value of marketable
securities.  Interest expense for the year ended December
31, 2002, was $77,843, as compared to $508 for the year
ended December 31, 2001.  Historical results from 2001 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.




-PAGE-




Net Profit (Loss)

     During the year ended December 31, 2002, our loss per
share was $940,039 or ($0.13) per share, as compared to our
loss during the previous year of $5,337 or ($0.00) per
share.  Approximately 33.6% of this loss, $315,711
represented the loss on permanent decline in value of
marketable securities.  Historical results from 2001 are
reflective of the non-public status of the entity formerly
known as Paramount Financial Group, Inc.

Liquidity and Capital Resources

     In the year ended December 31, 2002, net cash of
$609,940 was used by operating activities, as compared to
the prior year, when operating activities used $5,243.
During the year ended December 31, 2002, financing
activities provided net cash of $944,892, as compared to
$15,000 provided in the prior year.  The cash provided by
financing came 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.  Net cash of $325,711 was used
by investing activities during the year ended December 31,
2002, as compared to no cash used by investing activities
during the prior year.

     As of the end of our fiscal year on December 31, 2002,
we had $19,364 of current cash available.  Our management
believes that this is not sufficient to meet our needs for
our 2003 fiscal year.  Since our inception on, the Company
has incurred an accumulated deficit of $998,985.  The
Company requires immediate proceeds from debt or equity
financing to provide it with working capital adequate to
proceed with its proposed acquisitions and to go forward
with its plan of operations.

     As a result of these factors, the Company's independent
auditors issued their audit report for the fiscal year ended
December 31, 2002, with a "going concern" opinion:  "This
raises substantial doubt about its ability to continue as a
going concern."  None of the factors addressed by the
Company's independent auditors has been mitigated 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.  In
addition, acquisition of Woodlands on January 31, 2003 may
provide some additional future working capital.  There can
be no assurances that any such capital will be available on
terms acceptable to us, or at all.  However, management
believes that the new focus of our business on the financial
services sector will enable us to acquire existing
businesses in that sector and to utilize these acquisitions
in an effort to raise the capital necessary to resolve these
"going concern" issues.

Recent Accounting Pronouncements

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




-PAGE-




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

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

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

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




-PAGE-




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

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

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













-PAGE-



Item 7.      Financial Statements.





                PARAMCO FINANCIAL GROUP, INC.
(formerly Prestige Group.net, Inc., and Prestige Jewelry,Inc.)


              REPORT AND FINANCIAL STATEMENTS

                DECEMBER 31, 2002 AND 2001

























-PAGE-




Index to Financial Statement.





                   PARAMCO FINANCIAL GROUP, INC.
(formerly Prestige Group.net, Inc., and Prestige Jewelry, Inc.)


                             CONTENTS

                                                     PAGE

Independent Auditor's Report                          F-1

Financial Statements

   Consolidated Balance Sheet                         F-2

   Consolidated Statements of Operation               F-3

   Consolidated Statement of Stockholders' Deficit    F-4

   Consolidated Statements of Cash Flows              F-5

   Notes to Consolidated Financial Statements      F-6 - F-15
























-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, 2002 and the
related consolidated statements of operations, stockholders'
deficit and cash flows for the years ended December 31, 2002
and  2001. 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, 2002 and the results of  its
operations  and its cash flows for the years ended  December
31,  2002  and 2001 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  $998,985  at December 31, 2002,  including  net
losses  of $940,039 and $5,337 for the years ended  December
31,   2002   and   2001,  respectively.  The   Company   has
shareholders deficit of $940,550 at December 31, 2002. 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 11, 2003



-PAGE-                        F-1




                   PARAMCO FINANCIAL GROUP, INC.
  (formerly Prestige Group.net, Inc. and Prestige Jewelry, Inc.)
                    CONSOLIDATED BALANCE SHEET
                         DECEMBER 31, 2002


                              ASSETS


 CURRENT ASSETS:
   Cash & cash equivalents                               $      19,364
   Deposit                                                         535
   Note receivable                                              10,000
   Due from officers                                             4,600
                                                          ------------
                                                         $      34,499
                                                          ============
               LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:
   Accrued expenses                                      $      11,557
   Notes payable                                               718,492
   Convertible notes payable assumed on acquisition             25,000
   Convertible notes payable                                   220,000
                                                          ------------
                                                               975,049

 COMMITMENTS

 STOCKHOLDERS' DEFICIT
   Preferred stock, $0.001 par value, 4,869,000
     shares authorized, none issued
   Series A convertible Preferred Stock $0.001 par
   value per share,
    131,000  shares authorized, none issued
   Common stock, $0.001 par value, 50,000,000
     shares authorized, 7,333,678 issued and outstanding         7,334
   Additional paid-in capital                                   46,851
   Shares to be issued                                           4,250
   Accumulated deficit                                       (998,985)
                                                          ------------
                                    Total                    (940,550)
                                    stockholders'
                                    deficit               ------------

                                                         $      34,499
                                                          ============






-PAGE-                        F-2






                      PARAMCO FINANCIAL GROUP, INC.
     (formerly Prestige Group.net, Inc. and Prestige Jewelry, Inc.)
                  CONSOLIDATED STATEMENTS OF OPERATION
             FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                     2002            2001
                                                --------------   -------------
 Net revenue                                   $      29,610    $    123,675

 Operating expenses                                  576,239         128,504
                                                ------------------------------
 Loss from operations                              (546,629)         (4,829)

 Non-operating Income (expense):
          Interest income                                144              -
          Interest expense                          (77,843)           (508)
          Loss on permanent decline in value       (315,711)              -
          of marketable securities              --------------   -------------
 Net Loss                                      $   (940,039)    $    (5,337)
                                                ==============   =============
 Basic and diluted weighted average number
 of common stock outstanding                      7,150,132       1,562,500
                                                ==============   =============
 Basic and diluted net loss per share          $      (0.13)    $     (0.00)
                                                ==============   =============












-PAGE-                        F-3




                                        PARAMCO FINANCIAL GROUP, INC.
                (formerly Prestige Group.net, Inc. and Prestige Jewelry, Inc.)
                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                        Common Stock
                                   -----------------------                                           Total
                                    Number of                Additional   Shares to   Accumulated    Stockholders'
                                     shares       Amount     paid in        be        deficit        deficit
                                                             capital      issued
                                   -----------  ----------  ----------  ----------  ------------   --------------
        <S>                           <C>           <C>         <C>         <C>          <C>              <C>
 Balance at January 1, 2001*        1,562,500  $    1,000  $       -   $       -   $  (20,962)    $    (19,962)


 Net loss for the year ended
 December 31, 2001                          -           -          -           -       (5,337)          (5,337)
                                   -----------  ----------  ----------  ----------  ------------   --------------
 Balance at December 31, 2001       1,562,500       1,000          -           -      (26,299)         (25,299)


 Recapitalization on reverse        4,978,062       5,541        388           -      (32,647)         (26,718)
 acquisition                       -----------  ----------  ----------  ----------  ------------   --------------

 Balance after recapitalization     6,540,562       6,541        388           -      (58,946)         (52,017)
 on September 10, 2002

 Issuance of shares for               793,116         793     46,463           -            -           47,256
 compensation and services

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

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

 Balance at December 31, 2002       7,333,678  $    7,334  $  46,851   $   4,250   $ (998,985)    $   (940,550)
                                   ===========  ==========  ==========  ==========  ============   ==============
</TABLE>





-PAGE-                        F-4





                    PARAMCO FINANCIAL GROUP, INC.
   (formerly Prestige Group.net, Inc. and Prestige Jewelry, Inc.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                2002              2001
 CASH FLOWS FROM OPERATING ACTIVITIES:      --------------    --------------
   Net                                     $  (940,039)      $    (5,337)
   loss
   Adjustments to reconcile net loss to
   net cash used in
      operating activities:
     Loss on permanent decline in value         315,711                -
     of marketable securities
     Shares issued for services                  47,256                -

     Shares to be issued for services             4,250                -

     Increase  in current assets
        Deposit                                    (535)               -
     (Increase) decrease in current
     liabilities:
        Customer deposit                              -           (5,098)
        Accounts payable and accrued            (36,583)           5,192
        expense                             --------------    --------------
   Total Adjustments                            330,099               94
                                            --------------    --------------
     Net cash used in operating                (609,940)          (5,243)
     activities                             --------------    --------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of officer advances                 (3,600)               -
     Payment of notes payable                   (50,000)
     Proceeds from notes payable                998,492            15,000
                                            --------------    --------------
     Net cash provided by financing             944,892            15,000
     activities

 CASH FLOWS FROM INVESTING ACTIVITIES:
     Payment of note receivable                 (10,000)                -
     Investment in securities                  (315,711)                -
                                            --------------    --------------
     Net cash used in investing                (325,711)                -
     activities

 NET INCREASE IN CASH & CASH EQUIVALENTS          9,241             9,757

 CASH & CASH EQUIVALENTS, BEGINNING              10,123               366
 BALANCE                                    --------------    --------------

 CASH & CASH EQUIVALENTS, ENDING BALANCE   $     19,364      $     10,123
                                            ==============    ==============





-PAGE-                        F-5




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

Note 1 - Business activity and company history

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

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  Douglas
G.  Gregg  and Paul S. Sidey. In exchange for all of  the  shares
common  stock  of  PFGI,  the  Company  issued  an  aggregate  of
1,562,500  shares  of its restricted common stock,  comprised  of
1,462,500 shares to Douglas G. Gregg and 100,000 shares  to  Paul
S. Sidey. Douglas G. Gregg and Paul S. Sidey became directors and
officers  of the Company. Douglas G. Gregg 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"). Paul  S.  Sidey  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., 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.

Reclassifications

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

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. The Company does not currently have any held-
to-maturity or trading securities.

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,  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 in the year  ended  December  31,
2002.




-PAGE-                        F-6



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


Revenue Recognition

Revenue represents estimated net realizable amounts from clients,
third-party payers and others for consulting services rendered.
Revenue is recognized when earned. Any adjustments to commissions
are recognized in the year in which they occur.
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.

Advertising

The Company expenses advertising costs as incurred.

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, 2002 and 2001.

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.



-PAGE-                        F-7



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


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 consolidated
financial  statements  as  substantially  all  of  the  Company's
operations are conducted in one industry segment.

Note 3 - Recent pronouncements

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

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

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

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



-PAGE-                        F-8



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


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

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

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

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

Note 4 - Note receivable

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

Note 5 - Due from officer

This  amount  of  $4,600  represents the advance  payment  to  an
officer.  The amount is due on demand and unsecured and bears  an
interest rate of 6% per year.




-PAGE-                        F-9



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


Note 6 - Promissory notes payable

During  the  year  ended December 31, 2002, the  Company  issued
secured  promissory  notes  amounting $716,963.  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 $50,000 note during the year ended December 31, 2002.

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 EMB Corporation
and 1,000,000 privately held common shares EMB Corporation. The
notes shall,  at the option of the holder thereof, be immediately due
and  payable upon failure to make any payment due or for  breach
of  any  condition  of any security interest,  mortgage,  pledge
agreement  or  guaranty granted as collateral security  for  the
notes  or  breach of any condition of any security agreement  or
mortgage,  if any, having a priority over any security agreement
or  mortgage  on  collateral granted, in whole or  in  part,  as
collateral  security  for the notes or upon  the  filing  of  an
assignment  for  the  benefit of creditors, bankruptcy,  or  for
relief  under  any  provisions of the  Bankruptcy  Code;  or  by
suffering  an involuntary petition in bankruptcy or receivership
not vacated within thirty days. On December 31, 2002, the securities
had zero value as described in Note 2. The balance on the note
amounted to $666,963 as on December 31, 2002.


The  Company has an unsecured note for $46,529 payable with  six
monthly  payments  commencing March 2003  through  August  2003.
Interest  rate  of 25% per annum will apply only  if  a  default
occurs.

The  Company also has an unsecured note for $5,000, bearing  25%
fee and due on demand.

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

Note 7 - Convertible notes payable

During  the  year  ended December 31, 2002, the  Company  issued
convertible notes amounting $220,000. The promissory notes carry
interest rates of 12% per annum and are due in twelve months. At
the  option of the holder after 30 days from issuance, the  note
can be converted, in whole or in part, into the Company's common
stock  at  the  conversion price equal  to  the  volume-weighted
trading  average  closing bid price during  the  10  consecutive
trading days immediately preceding the conversion date.

Note 8 - Stockholder's equity

On  September  10,  2002, the Company acquired  100%  issued  and
outstanding shares of Paramount Financial Group, Inc. by  issuing
1,562,500 shares of common stock of the Company

During  the  period from September 10, 2002 through December  31,
2002,  the  Company  issued 793,116 shares of  common  stock  for
consulting  fees  and compensation of $47,256.  Included  in  the
consulting fees are 454,545 shares of common stock issued  to  an
officer  of  the Company for the compensation amounting  $31,818.
The  stocks were valued at the average fair market value  of  the
freely  trading shares of the Company as quoted on OTCBB  on  the
date of issuance.

The  Company incurred a consulting expense of $4,250 for  125,000
shares of common stock to be issued as of December 31, 2002.



-PAGE-                        F-10



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


Note 9 - Basic and diluted net loss per share

Basic  and  diluted net loss per share for the year period  ended
December  31, 2002 and 2001 was determined by dividing  net  loss
for  the  period  by  the weighted average number  of  basic  and
diluted  shares  of  common stock outstanding.  Weighted  average
number of shares used to compute basic and diluted loss per share
is  the  same  since the effect of dilutive securities  is  anti-
dilutive.

Note 10 - Supplemental disclosure of cash flows

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

Cash  flow  statements for the year ended December 31, 2002  do
not include the effects of the following transactions:

The   Company  issued  1,562,500  shares  of  common  stock   for
acquisition of Paramount Financial Group, Inc.

The  Company issued 793,116 shares of common stock for consulting
fees and compensation of $47,256.

The  Company incurred a consulting expense of $4,250 for  125,000
shares of common stock to be issued as of December 31, 2002.

The Company paid $0 for income tax during the year ended December
31,  2002 and 2001. The Company paid $74,545 for interest  during
the year ended December 31, 2002 and $0 for during the year ended
December 31, 2001.

Note 11 - Related party transactions

During  the  period from September 10, 2002 through December  31,
2002,  the  Company issued 454,545 shares of common stock  to  an
officer of the Company for the compensation amounting $31,818.

The  Company  paid consulting fees to a Company  related  through
common  officer, amounting $355,274 during the year  for  various
consulting  work  performed during the year  ended  December  31,
2002.

Note 12 - Income taxes

No  provision was made for income taxes since the Company has net
operating loss. At December 31, 2002 and 2001, the Company has  a
net  operating  loss  for federal tax purposes  of  $625,531  and
$1,203.  Differences between financial statement and  tax  losses
consist  primarily of amortization allowance were  immaterial  at
December 31, 2002 and 2001. The net operating losses carryforward
may  be used to reduce taxable income through the year 2022.  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 $213,000 and $400 at December 31, 2002 and
2001  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.



-PAGE-                        F-11



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


Note 13 - Acquisition

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

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

The  acquisition  has  been treated as a capital  transaction  in
substance,  rather than a business combination, and is  deemed  a
"reverse  acquisition" for accounting purposes since  the  former
owners  of PFGI controlled majority of the total shares of Common
Stock  of  the  Company  outstanding  immediately  following  the
acquisition. The  financial statements  of legal acquiree are not
significant, therefore,  no pro forma financial information is
submitted.

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

Note 14 - Commitments and litigations

Commitments:

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



-PAGE-                        F-12



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


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

On  December 31, 2002, this agreement was cancelled and the total
compensation  paid  to  date consisting  200,000  shares  of  the
Company's common stock was considered as payment in full for  all
services rendered to the cancellation date.

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

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

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

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

Litigations:

On  August 1, 2002, Mr. Gregg, the president of the Company,  was
named  as  a  defendant  in  a lawsuit styled,  State  of  Idaho,
Department of Finance, Securities Bureau, vs. Paramount Financial
Group,  Inc., a Colorado corporation, Douglas G. Gregg, president
and director, in his official and individual capacities; and J.L.
"Rocky"  Pfeffer,  Jr.,  vice-president,  in  his  official   and
individual  capacities, and their agents and representatives,  in
the  District Court of the Fourth Judicial District of the  State
of  Idaho,  in  and  for Ada County, Case  No.  CV  OC  02059370.
Plaintiff has alleged causes of action against the defendants for
failure  to  register the securities offered or  to  register  as
broker-dealers or salesmen and violations of Idaho Securities Act
Sections 30-1403(2) and 30-1403(2) (certain anti-fraud provisions
of such Act).  Plaintiff has requested the following relief:  (i)
defendants be found to have violated such Act, (ii) defendants be
enjoined from any acts that would constitute violations  of  such
Act,  (iii)  defendants be prohibited from using  any  exemptions
under  such Act without the prior written consent of the director
of  the  Idaho  Department  of Finance, Securities  Bureau,  (iv)
defendants  return to the sole investor in Idaho of  the  $50,000
subscription that was sold, (v) defendants pay a civil penalty in
the amount of $10,000 for each alleged violation of such Act, and
(vi)  defendants  pay plaintiff's attorney fees  and  costs.   In
early November, 2002 Douglas G. Gregg, individually and on behalf
of  Paramount  Financial  Group, Inc. ("Paramount"),  executed  a
Settlement  Agreement  with  the  Idaho  Department  of  Finance,
Securities Bureau.  The terms of such settlement are as  follows:
(i)  Paramount  returned the $50,000 subscription, plus  interest
accrued  through October 31, 2002, to the sole investor  residing
in  Idaho; (ii) Paramount paid a civil penalty of $10,000 to  the
Idaho  Department  of  Finance; (iii)  Paramount  and  Mr.  Gregg
admitted  to  the  allegation of count  1,  that  of  selling  an
unregistered security to one resident of the State of Idaho; (iv)
neither   Paramount  nor  Mr.  Gregg  admitted  or   denied   the
allegations  of the remaining counts and the Idaho Department  of
Finance agreed not pursue any of those counts;  and (v) Paramount
and  Mr. Gregg are permanently enjoined from selling unregistered
securities  in  the  State  of Idaho without  the  prior  written
consent of the Idaho Department of Finance.  The stipulated order
effectuating this settlement was entered by the Court on November
12, 2002.


-PAGE-                        F-13



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


Note 15 - Going concern

These  consolidated financial statements have  been  prepared  in
accordance   with   generally  accepted   accounting   principles
applicable to a going concern, which contemplates the realization
of  assets and the satisfaction of liabilities and commitments in
the  normal  course of business.  As of December  31,  2002,  the
Company  has  accumulated  operating  losses  of  $998,985  since
inception,  including a net loss of $940,039 for the  year  ended
December 31, 2002. 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.  The  consolidated   financial
statements  do  not  include  any  adjustments  relating  to  the
recoverability  and classification of recorded asset  amounts  or
amounts and classification of liabilities that might be necessary
should  the  Company be unable to continue as  a  going  concern.
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 - Subsequent event

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

Woodlands,  incorporated in the State of  Texas  on  October  24,
1995,  is  a  specialty finance company            that  provides
asset-backed financing to healthcare service providers.  Its core
business  is  medical           receivables  finance.   Woodlands
provides  these  services  solely  in  the  United  States.   Its
portfolio of receivables is referred to as "net financed assets,"
and is comprised of the notes secured by medical receivables.  As
of  January  31, 2003, its total net financed assets  and  equity
were $4,809,772.84 and $289,087.14, respectively

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:



-PAGE-                        F-14



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


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

(vii)    the board of directors to be divided into three classes which shall be
         as nearly equal in number as possible.

















-PAGE-                        F-15




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, 2001, 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.


                            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)            Age   Position
-----------------    -----  -----------------------------------------
Douglas G. Gregg       61    Chairman of the Board and Chief Executive
                             Officer
Paul S. Sidey          45    Director and President
Terrence Riely         59    Director, Secretary, Acting Treasurer and
                             Acting Chief Financial Officer

(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.




-PAGE-




     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.  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.

Paul S. Sidey.  Mr. Sidey has been President of the Company
since March 13, 2003 and  continues to serve as a director.
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.




-PAGE-




Terrence Riely.  Mr. Riely has been a director of the
Company since January 22, 2003 and on March 13, 2003 was
named Secretary, Acting Treasurer and Acting Chief Financial
Officer.  Mr. Riely has been in the financial services
business in San Antonio, Texas since 1981.  He has been a
Certified Financial Planner since 1986 and has owned,
operated and later sold a NASD Broker-Dealer Firm, Terry
Riely & Associates.  He founded Woodlands in 1995 with
Michael S. Goodlett, Sr., and has served as a director and
Secretary of Woodlands since its inception to the present.
On January 31, 2003, Messrs. Riely and Goodlett sold
Woodlands to the Company and it became a wholly owned
subsidiary of the Company.

     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.

     The board of directors has not yet established a
compensation committee.

     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, 2002.

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)               2002     $261,668      -0-
Chairman and Chief Executive       2001      $72,800      -0-
Officer

Paul S. Sidey (3)                  2002     $125,424      -0-
President                          2001       $7,321      -0-





-PAGE-




(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,
2002.  For the two fiscal years ended December 31, 2002,
neither such person 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.  The compensation reflected as salary 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.
(3)  Mr. Sidey was elected President on March 13, 2003,
prior to that, he was named Secretary and a director on July
16, 2002.  The compensation reflected as salary was received
through a consulting agreement by and between the Company
and Advanced Capital Corporation, dated January 3, 2001.

     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 11, 2003, the Company had 23,715,39 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  11,  2003  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        Percent of
                                     Shares            Class
------------------------------   --------------    --------------
 Douglas G. Gregg (2)              20,612,505              86.92
 Paul S. Sidey (3)                  2,772,725              11.69
 Airline Communications, Ltd.(4)   13,299,998              56.08
 Ashord  Capital LLC (5)              131,000             100.00
 Terrence Riely (6)                    75,000              50.00
 Michael S. Goodlett, Sr. (7)          75,000              50.00

 All executive officers and        23,385,230              98.61
 directors as a group               (common)             (common)
 (3 persons) (8)
                                       75,000              50.00
                             (preferred, Series C) (preferred, Series C)




-PAGE-




     (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.

     (2)  All shares referenced herein constitute shares of
     our common stock.  Such number includes 13,299,998
     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 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.

     (5)  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.

     (6)  All shares referenced herein constitute shares of
     our Series C Preferred Stock.  Mr. Riely's address is
     2391 N.E. Loop 410, Suite 103, San Antonio, TX 78217.

     (7)  All shares referenced herein constitute shares of
     our Series C Preferred Stock.  Mr. Goodlett's address
     is 2391 N.E. Loop 410, Suite 103, San Antonio, TX
     78217.

     (8)  All shares referenced herein constitute shares of
     our common stock and includes all shares described in
     Notes 2 through 4, 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.




-PAGE-




     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.

     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.

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.




-PAGE-




     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.

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

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

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

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




-PAGE-




     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.

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

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

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




-PAGE-




     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.




-PAGE-




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

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

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

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

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

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




-PAGE-




     (b)  Reports on Form 8-K.

          (1)  On October 1, 2002, the Company filed a Current Report
               on Form 8-K disclosing the Letter of Intent dated September
               24, 2002, by and between The Prestige Group.Net, Inc.,
               Michael S. Goodlett and Terrence Riely whereby the Company
               proposed to acquire all of the issued and outstanding
               capital stock of Woodlands S.A. Financial Services, Inc.

          (2)  On October 18, 2002, the Company filed a Current Report
               on Form 8-K disclosing (1) the merger of its wholly owned
               subsidiary, Paramco Financial Group, Inc., Colorado
               corporation (formerly known as Paramount Financial Group,
               Inc.) with and into the Company, (2) the change of the
               Company's name to Paramco Financial Group, Inc. and (3) a
               new trading symbol and CUSIP number for the Company.

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

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

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




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Item 14.  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.

CEO and CFO Certifications.

     Appearing immediately following the Signatures section
of this Annual Report there is form of "Certification" of
the CEO and the CFO. This Certification is required in
accord with Section 302 of the Sarbanes-Oxley Act of 2002
(the Section 302 Certification). This section of the 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.




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Limitations on the Effectiveness of Controls.

     The company's management, including the CEO and CFO,
does not expect that our Disclosure Controls or our Internal
Controls will prevent all error and all fraud. A control
system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the
design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the company
have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design
of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in
achieving its stated goals under all potential future
conditions; over time, control may become inadequate because
of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be
detected.

Scope of the Controls Evaluation.

     The CEO/CFO evaluation of our Disclosure Controls and
our Internal Controls included a review of the controls'
objectives and design, the controls' implementation by the
company and the effect of the controls on the information
generated for use in this 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.




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     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.

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.
























-PAGE-




                         SIGNATURES

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

Registrant:              PARAMCO FINANCIAL GROUP, INC.


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

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

Date:     April 15, 2003
                                   /s/ Douglas G. Gregg
                                   ----------------------------
                                   Douglas G. Gregg
                                   Chairman of the Board
                                   and Chief Executive Officer


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


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
















-PAGE-




                       CERTIFICATIONS

     I, Douglas G. Gregg, certify that:

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

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

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

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

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

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

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

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

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

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

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

          Date:  April 15, 2003.


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




-PAGE-




          I, Terrence Riely, certify that:

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

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

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

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

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

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

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

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

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

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

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

          Date:  April 15, 2003.


                              By:  /s/ Terrence Riely
                                   --------------------
                                   Terrence Riely




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