UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~December 1031, ~~2005~~2004

PARAMCO FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-32495

88-0441287

(State or other jurisdiction of

(Commission File No.)

(I.R.S. Employer Identification No.)

incorporation or organization)

2391 N.E. Loop 410, Suite 1230, San Antonio, Texas 78217

(Address of principal executive offices)

Registrant’'s telephone number, including area code: (210) 653-6669

N/A

(Former name or former address, if changed since last report)

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Item 43.~~01.~~ 02

~~CHANGES~~UNREGISTERED INSALES ~~REGISTRANT’S~~OF ~~CERTIFYING~~EQUITY ~~ACCOUNTANT~~SECURITIES.

On ~~January~~or 11about December 31, ~~2005~~2004, the Company ~~dismissed~~issued ~~its~~an ~~independent~~aggregate ~~accountants~~of ~~Kabani & Company~~1, ~~Inc.~~481,631 ~~CPAs. The~~shares ~~report~~ of ~~Kabani~~its &Series ~~Company,~~D ~~Inc.,~~Convertible ~~CPAs~~Preferred ~~for~~Stock (the ~~fiscal~~“Series ~~year~~D ~~ended~~Stock”). Of ~~December~~the ~~31,~~Series ~~2003~~D ~~contained~~Stock nothat ~~adverse~~was ~~opinion~~issued, ~~disclaimers~~an aggregate of ~~opinion~~1,299,822 ~~nor~~shares were ~~they~~issued ~~modified~~to asholders toof ~~uncertainty,~~various ~~audit~~promissory ~~scope~~notes orof ~~accounting~~the ~~principles~~Company totaling $1,299,821.80. All ~~other~~of ~~than~~the anissuees ~~explanatory~~who ~~paragraph~~accepted ~~regarding~~Series ~~the~~D ~~substantial~~Stock ~~doubt~~in ~~about~~consideration of cancellation of the Company’s ~~ability~~notes topayable ~~continue~~were unaffiliated aswith athe ~~going~~Company, ~~concern. The~~with ~~decision~~the toexception ~~dismiss~~of ~~Kabani~~Michael &S. ~~Company~~Goodlett, ~~Inc~~Sr., ~~CPAs~~a ~~was~~Director ~~made~~and bySecretary of the ~~Board~~Company, ofwho ~~Directors~~cancelled a note of the Company onin ~~January~~the 10amount of $21,600 ~~2005. At~~in noexchange ~~time~~for ~~during~~21,600 ~~the~~shares ~~fiscal~~of ~~year~~Series ~~ended~~D ~~December~~Stock, 31and R. Michael Reyna, ~~2003~~a Director, ~~nor~~President ~~during~~and ~~the~~Chief ~~interim~~Executive ~~period~~Officer ~~from~~of ~~January~~the 1Company, ~~2004~~who ~~through~~cancelled ~~January~~an ~~11,~~aggregate ~~2005~~of $38,540 ~~were~~of ~~there~~notes ~~any~~of ~~disagreements~~the ~~with~~Company ~~Kabani~~in &exchange ~~Company,~~for ~~Inc.~~38,540 ~~CPAs~~shares ~~whether~~of orSeries ~~not~~D ~~resolved,~~Stock. Of onthe ~~any~~remaining ~~matter~~shares of ~~accounting~~Series ~~principles~~D orStock ~~practices,~~issued ~~financial~~in ~~statement~~these ~~disclosure~~transactions, or20,000 ~~auditing~~shares ~~scope~~were orissued ~~procedure.~~to an unaffiliated ~~The~~trade creditor of the Company ~~provided~~in ~~Kabani~~exchange &for ~~Company,~~cancellation ~~Inc.~~of debt totaling approximately $80,000 ~~CPAs~~and ~~with~~an aaggregate ~~copy~~of 181,810 shares of ~~this~~Series ~~Form~~D ~~8-K~~Stock ~~prior~~were issued to ~~filing~~entities ~~with~~controlled ~~the~~by ~~Securities~~Terrence ~~and~~Riely, ~~Exchange~~Chairman ~~Commission~~of ~~and~~the ~~requested~~Board aand ~~response~~Chief ~~thereto~~Financial byOfficer ~~Kabani~~of &the Company, ~~Inc~~and Michael S. Goodlett, ~~CPAs~~Sr. A, ~~copy~~a ofDirector ~~the~~and ~~letter~~Secretary of ~~Kabani~~the & Company, ~~Inc.,~~in ~~CPAs~~exchange ~~concerning~~for ~~its~~cancellation ~~dismissal~~of asmiscellaneous ~~the~~debt ~~Company’s~~in ~~principal~~totaling ~~accountant~~$181,810. Messrs. ~~will~~Riely beand ~~filed~~Goodlett byare ~~means~~each deemed to have beneficial ownership of an90,905 ~~amendment~~of tothe ~~this~~shares ~~Form~~issued ~~8-K~~to these entities.

OnFor ~~January~~additional ~~11,~~information ~~2005,~~concerning the ~~Company~~rights ~~engaged~~attributed to the ~~firm~~Company’s ofSeries ~~Clyde~~D ~~Bailey~~Convertible ~~P.C.,~~Preferred ~~CPA of San Antonio~~Stock, ~~Texas~~reference asis ~~independent~~made ~~accountants~~to ~~for~~ the ~~Company. Prior~~Certificate toof ~~January~~Designation ~~11,~~filed ~~2005,~~with ~~neither~~ the ~~Company,~~Delaware ~~nor~~Secretary ~~anyone~~of State on ~~its~~November ~~behalf~~3, ~~had~~2004, ~~consulted~~which ~~with~~was ~~Clyde~~filed ~~Bailey~~with ~~P.C., CPA concerning~~ the ~~accounting~~Securities ~~principles~~and ofExchange ~~any~~on ~~specific~~November ~~completed or contemplated transaction~~16, ~~any~~2004 ~~type~~as ofExhibit ~~audit~~3.1.1 ~~opinion~~to on the Company’s ~~financial~~Current ~~statements~~Report oron ~~any~~Form ~~other material factor which might be considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue~~8-K/A.

-All of these issuances were exempt from registration pursuant to Section 4(2-) of the Securities Act of 1933.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: ~~January 13, 2005~~

January 26, 2005

PARAMCO FINANCIAL GROUP, INC.

/s/ Terrence Riely

Terrence Riely

Chairman of the Board

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