**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 ________________________
  **FORM
10-QSB**
 __________________________
  (Mark
One)
 ý
    QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For the
quarterly period ended **December
31, 2003**
 
  ̈
    TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the
transition period from __________ to ___________
 
 Commission
file number: **000-30645**
 
 **PARA
MAS INTERNET, INC.**
 (Exact
name of Registrant as specified in its charter)
 ____________________
 
 **Nevada**
      (State
      or other Jurisdiction of Incorporation or organization)
    
    **59-3383240**
      (IRS
      Employer I.D. No.)
 ___________________________
  **700
North Neely Road, Suite 19, Gilbert, Arizona 85233**
 **Tel:
(866) 321-7898 Fax: (480) 558-0239**
 (Address,
including zip code, and telephone and facsimile numbers, including area code,
of
 registrant’s
executive offices)
 ___________________________
 
 
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 
 Indicate
by check mark whether registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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
 
 Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of December 31, 2005, 48,294,395 shares of common stock, $.001 par
value per share.
 
 
  **- 1
-**
  
 **PARA
MAS INTERNET, INC.**
 
 **FORM
10-QSB**
 
 **INDEX**
 
 **PART
I**   **FINANCIAL
INFORMATION**
 
 Item
      1.
    Financial
      Statements Period Ended December 31, 2003 (unaudited)Balance
      Sheet
    3Statement
      ofIncome
      and Accumulated Deficit
    4Statement
      of Cash Flows
    5Notes
      to Financial Statements
    6Item
      2.
    Management’s
      Discussion and Analysis or Plan of Operation
    10Item
      3.
    Controls
      and Procedures
    10**PART
      II**
    **OTHER
      INFORMATION**
    11Item
      1.
    Legal
      Proceedings
    11Item
      2.
    Changes
      in Securities and Use of Proceeds
    11Item
      3.
    Defaults
      Upon Senior Securities
    11Item
      4.
    Submission
      of Matters to a Vote of Security Holders
    11Item
      5.
    Other
      Information
    11Item
      6.
    Exhibits
      and Reports on Form 8-K
    11**SIGNATURE
      PAGE**
    
    12
 
  **- 2
-**
  
  **PARA
MAS INTERNET, INC.**
 BALANCE
SHEET
 AS OF
DECEMBER 31, 2003
 (UNAUDITED)
 ASSETS(Unaudited)12/31/2003CURRENT
      ASSETSCash
    
    $
    -Total
      current assets
    
    
    -PROPERTY
      AND EQUIPMENT, net of accumulated depreciation
    
    
    -OTHER
      ASSETS
    
    
    -TOTAL
      ASSETS
    
    $
    -LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
    
    $
    -Notes
      payable
    
    
    15,000Accrued
      expenses
    
    
    5,582Preferred
      stock dividends payable
    
    
    21,000Total
      current liabilities
    
    
    41,582TOTAL
      LIABILITIES
    
    
    41,582STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      48,294,395 shares issued and outstanding as ofDecember
      31, 2003
    
    
    48,295Additional
      paid in capital
    
    
    1,817,932Preferred
      stock,authorized 10,000,000 shares,60,000
      shares issued (Notes B and H)
    
    
    60,000no
      shares issued and outstanding as of December 31, 2001
    
    
    -Accumulated
      deficit
    
    
    (1,967,809
    )Total
      stockholders' equity (deficit)
    
    
    (41,582
    )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
    
    $
    -
 
  The notes
to the financial statements should be read in conjunction with these financial
statements.
  **- 3
-**
   
  **PARA
MAS INTERNET, INC.**
 STATEMENTS
OF INCOME AND ACCUMULATED DEFICIT
 FOR THREE
MONTHS ENDED
 DECEMBER
31, 2003
 (UNAUDITED)
 
 (Unaudited)October
      1, 2003toDecember
      31, 2003REVENUES
    
    
    -COST
      OF REVENUES
    
    
    -GROSS
      PROFIT (LOSS)
    
    
    -EXPENSES:General
      and administrative
    
    
    -Depreciation
    
    
    -Total
      expenses
    
    
    -Operating
      income (loss)
    
    
    -OTHER
      INCOME (EXPENSE)Other
      income
    
    
    -Interest
      expense
    
    
    (263
    )Other
      expenses
    
    
    -Total
      other income (expense)
    
    
    (263
    )LOSS
      FROM OPERATIONS BEFORE INCOME TAX-PROVISION
      FOR INCOME (TAX)
    
    
    -NET
      INCOME (LOSS)
    
    
    (263
    )LOSS
      PER SHARE BASIC AND DILUTED
    
    
    -ACCUMULATED
      DEFICIT, beginning of period
    
    
    -ACCUMULATED
      DEFICIT, end of period
    
    
    -PER
      SHARE INFORMATION:Basic
      and dilulted Weighted average Number ofShares
      Outstanding
    
    
    -
 The notes
to the financial statements should be read in conjunction with these financial
statements.
  **- 4
-**
  
  **PARA
MAS INTERNET, INC.**
 STATEMENTS
OF CASH FLOWS
 FOR
THREE
 MONTHS
ENDED DECEMBER 31, 2003
 (UNAUDITED)
 
 Three
      MonthsEnded12/31/2003CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income / (Loss) from Operations
    
    $
    (263
    )Adjustments
      to reconcile net incometo
      net cash providedCommon
      stock options issued in exchange for services rendered
    
    
    -Change
      in assets and liabilities:Increase
      (decrease) in accounts payable and accured liabilities
    
    
    263Depreciation
      Expense
    
    
    -Net
      cash provided by (used in) operating activities
    
    
    -CASH
      FLOWS FROM INVESTING ACTIVITIES:
    
    $
    -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      of sale of common stock, net
    
    $
    -Net
      Cash provided by (used in) financing activities
    
    
    -Net
      increase (decrease) in cash
    
    
    -Balance
      at beginning of Period
    
    
    -End
      of Period
    
    $
    -SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCash
      paid during the year for interest
    
    $
    -Cash
      paid during the year for taxes
    
    $
    -
 
 
 
 The notes
to the financial statements should be read in conjunction with these financial
statements.
 
 
 **- 5
-**
   PARA MAS
INTERNET, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 
 
 1. SUMMARY
OF ACCOUNTING POLICIES  SUMMARY
OF ACCOUNTING POLICIES
 
 A summary
of the significant accounting policies applied in the preparation of the
accompanying consolidated financial statements as follows.
 
 Business
and Basis of Presentation - Para
Mas Internet, Inc. ("Company" or "Para Mas") was incorporated under the laws of
the State of Nevada on June 6, 1994 as U.S. Medical Management, Inc., a wholly
owned subsidiary of Waterloo Wheels, Inc. The Company is inactive with no
significant operations and is seeking to merge or acquire an interest in
business opportunities. Waterloo Wheels, Inc. was incorporated on June 2, 1986
under the laws of British Columbia. In June 1995, the shareholders of Waterloo
Wheels, Inc. exchanged all their outstanding stock for shares of the Company on
a share for share basis. In June 1995, the Company completed a merger with Ken
Venturi Golf Training Center, Inc. Effective with the merger, all previously
outstanding common stock of Ken Venturi Golf Center, Inc. was exchanged for
4,000,000 shares of the Company's common stock. Immediately following the
merger, the Company changed its name to Ken Venturi Golf, Inc.
 
 In
November 1997, the Company changed its name to Transcontinental Waste,
Industries. In April 1999, the Company changed its name to Financial Depot
Online, Inc. In August 1999 the Company changed its name to Para Mas Internet,
Inc.
 
 The
Company has generated no sales revenues, has incurred expenses and has sustained
losses. Consequently, its operations are subject to all the risks inherent in
the establishment of a new business enterprise. For the period from inception
through December 31, 2003 the Company has an accumulated deficit of
$1,967,809.
 
 Liquidity - The
Company is inactive with no significant operations and is seeking to merge or
acquire an interest in business opportunities. To date, the Company has incurred
expenses and has sustained losses. As shown in the accompanying financial
statements, the Company incurred a net loss of $263 during the period ended
December 31, 2003. The Company's current liabilities exceeded its current assets
by $41,582.
 
 Income
Taxes - Income
taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statements of Financial Standards
No. 109, "Accounting for Income Taxes". Under this method deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be removed or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statement of operations in the period
that includes the enactment date.
 
 Cash
Equivalents - For
purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.
 
 Concentrations
of Credit Risk -
Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and trade receivables. The Company places its cash and temporary cash
investments with high credit quality institutions. At times, such investments
may be in excess of the FDIC insurance limit.
 
 Use of
Estimates- The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amount and disclosures. Accordingly actual results could
differ from those estimates.
 
 **- 6
-**
 
 PARA MAS
INTERNET, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 
 1.
SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
 
 Comprehensive Income -
The Company does not have any items of comprehensive income in any of the
periods presented.
 
 Net
Loss Per Share - The
Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings (loss) per share
has been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrants will be excluded as common stock
equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material.
 
 Fair
Value of Financial Instruments - The
carrying values of cash and cash equivalents, accounts receivable, accounts
payable and accrued expenses approximate fair value due to the relatively short
maturity of these instruments
 
 2.
CAPITAL STOCK
 
 In
November, 1997, the Company approved, by unanimous consent of its Board of
Directors, to amend the Company's articles of incorporation to increase the
number of shares of common stock, par value $.001 per share from 25,000,000
shares to 100,000,000 shares and to create 10,000,000 shares of preferred stock,
par value $.001 per share.
 
 In May
1998, the Company issued 60,000 shares of Series B 7% Cumulative Redeemable
Convertible Preferred Stock ("Preferred Shares") in exchange for legal services
rendered to the Company. Holders of the Preferred Shares are entitled to receive
cumulative cash dividends at the annual rate of 7% per annum, or $.07 per share,
payable quarterly. The dividends may be payable in cash or through a dividend of
additional shares of Preferred Shares. The Company has accrued the unpaid $
4,200 Series B Preferred Stock dividend to the holders of the Preferred Shares
during the period ended December 31, 2003. The aggregate unpaid Series B
Preferred Stock dividends at December 31, 2003 is $21,000 (see Note
7).
 
 The
Preferred Shares rank senior to the common stock. The Preferred Shares have a
liquidation preference of $1.00 per share plus any and all declared and unpaid
dividends.
 
 The
Preferred Shares are convertible, in whole or in part, at the option of the
holders thereof, into shares of common stock at amount equal to the Company's
average closing bid price of the common stock for thirty days immediately
preceding the conversion divided by the liquidation preference of $1.00 per
share.
 
 The
Company may, at its option, convert the Preferred Shares into the Company's
common stock by dividing the average closing price of the Company's common stock
over a twenty (20) day period by the liquidation preference of $1.00 per share.
In order to exercise this option, the average price of the Company's common
stock must be at least $1.50 per share.
 
 3. NOTES
PAYABLE
 
 Notes
payable consist of the following as of December 31, 2003:
 
 7% Note
payable; unsecured and in default $
15,000
 
 Accrued
and unpaid interest in connection with the note payable is $5,582 at December
31, 2003 (see Note 8).
 
  **- 7
-**
  PARA MAS
INTERNET, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 
 
 4. INCOME
TAXES
 
 The
Company has adopted Financial Accounting Standard number 109, which requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statement or tax
returns. Under this method, deferred tax liabilities and assets are determined
based on the difference between financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.
 
 5.
RELATED PARTY TRANSACTIONS
 
 The
Company's majority shareholder is International Bible Games, Inc. ("IBG"), a
company formed under the laws of British Columbia, Canada. IBG has paid certain
nominal costs of maintaining the Company's corporate status. The amount of the
costs incurred are not material to the Company's financial statements taken as a
whole.
 
   **- 8
-**
   
 6. GOING
CONCERN MATTERS
 
 The
accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the financial statements, from its
inception the Company has incurred loses of $1,967,809. This factor among others
may indicate that the Company will be unable to continue as a going concern for
a reasonable period of time. The Company's existence is dependent upon
management's ability to develop profitable operations and resolve it's Liquidity
problems. The accompanying financial statements do not include any adjustments
that might result should the Company be unable to continue as a going
concern.
 
 In order
to improve the Company's liquidity, the Company is actively pursing additional
equity financing through discussions with investment bankers and private
investors. There can be no assurance the Company will be successful in its
effort to secure additional equity financing. If cash flows continue to improve
through these efforts, management believes that the Company can continue to
operate. However, no assurance can be given that management's actions will
result in the resolution of its liquidity problems.
 
 7.
SUBSEQUENT EVENT
 
 Subsequent
to the date of the financial statements, the Company entered into an Agreement
of Plan and Tender Offer ("Agreement")which provides for a tender offer of 100%
of the issued and outstanding shares of Amerigroup, Inc., a company formed under
the laws of the state of Nevada, in which the Company will issue one share of
its common stock for each share of Amerigroup, Inc. common stock tendered. The
Company will also issue approximately 10,042,105 shares of its common stock to
IBG shareholders and IBG creditors (see Note 5) in exchange for releases of
claims against IBG.
 
 Subsequent
to the date of the financial statements, the Company entered into an Agreement
and Release ("Release")with the holder of the Company's $15,000 note payable,
together with accrued and unpaid interest (see Note 3) in exchange for 60,000
shares of the Company's restricted common stock.
 
 Subsequent
to the date of the financial statements, the Company entered into a Share
Exchange Agreement ("Exchange") with the holder of 60,000 shares of the
Company's preferred stock (see Note 2) in exchange for 240,000 shares of the
Company's restricted common stock.
 
 
  **- 9
-**
  **Item
2.**  **Management’s
Discussion and Analysis of Financial Condition and Results of
Operation.**
 
 **Background**
 
 The
Company entered into an Agreement of Plan and Tender Offer ("Agreement")
providing for a tender offer of 100% of the issued and outstanding shares of
Amerigroup, Inc., (Amerigroup) a company formed under the laws of the state of
Nevada, in which the Company issued one share of its common stock for each share
of Amerigroup, Inc. common stock tendered. The Company also issued approximately
10,042,105 shares of its common stock in exchange for a release of certain
rights in which the Company has an interest. The tender offer closed on April
12, 2004. The Company was successful at closing in acquiring 100% of the issued
and outstanding stock of Amerigroup. Amerigroup is an issuer of retail discount
cards to entertainment venues and for other retail purposes. Amerigroup also is
engaged in other related business enterprises.
 
 Since the
acquisition of Amerigroup, the business operations of Amerigroup constitute 100%
of the business operations of the Company. It will require $360,000 in working
capital to sustain the business operations of the Company for the next 12
months. Management believes that this working capital will be available to the
Company from operating revenues of the Company during the next twelve months.
 
 To
actively grow the business pursuant its current business plan however, the
Company needs $5,000,000 in operating capital for the next 12 months. The
Company plans on raising this capital through a registered sale of its common
stock. The Company plans on filing its registration statement with the SEC
within the next several days and to then sell the offering commencing on the
effective date of the registration statement. However, it cannot be certain as
to whether the Company will be successful in selling the offering.
 
 The
independent auditors report on the Company's June 30, 2003 financial statements
states that the Company's inability to generate sufficient cash flows from
operations raise substantial doubts about the Company's ability to continue as a
going concern.
 
 **Forward-Looking
Statements**
 
 Many
statements made in this report are forward-looking statements that are not based
on historical facts. Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by these forward-looking
statements. The forward-looking statements made in this report relate only to
events as of the date on which the statements are made.
 
 **ITEM
3 - CONTROLS AND PROCEDURES**
 
 We have
evaluated, with the participation of our Chief Executive Officer and Principal
Financial Officer, the effectiveness of our disclosure controls and procedures
as of December 31, 2003. Based on this evaluation, our Chief Executive Officer
and Principal Financial Officer have concluded that our disclosure controls and
procedures are effective to ensure that we record, process, summarize, and
report information required to be disclosed by us in our quarterly reports filed
under the Securities Exchange Act within the time periods specified by the
Securities and Exchange Commission’s rules and forms. During the quarterly
period covered by this report, there were no changes in our internal controls
over financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
 
 **- 10
-**
 **PART
II - OTHER INFORMATION**
 
 **Item
1. Legal Proceedings.**
 
 The
Company is not a party to any pending legal proceedings other than in the normal
course of business nor is any of its property subject to pending legal
proceedings material to the fiscal well-being of the Company.
 
 **Item
2. Changes in Securities and Use of Proceeds.**
  During
the quarter covered by this report, Registrant has not sold securities without
registration under the Securities Act of 1933.
 
 **Item
3. Defaults Upon Senior Securities.**
 
 None.
 
 **Item
4. Submission of Matters to a Vote of Security Holders.**
 
 None.
 
 **Item
5. Other Information.**
 
 None.
 
 **Item
6. Exhibits and Reports on Form 8-K.**
 
 (a)
Exhibits
 
 **EXHIBIT**
      **NUMBER**
    
    **DESCRIPTION**31.1
    
    Certification
      of Chief Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities
      Exchange Act of 1934, as amended32.1
    
    Certification
      of Chief Executive Officer and Principal Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of The
      Sarbanes-Oxley Act of 2002.*
 _______
 
 (b)
Reports on Form 8-K.
 
 None
 
 **- 11
-**
 
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 
 
 Date:  June 13,
2005
 
 PARA MAS
INTERNET, INC.
  By: /s/
Gary Henrie
 Name:  Gary
Whiting
 Title:  Chief
Executive Officer
 Principal
Financial Officer
 Principal
Accounting Officer
  **- 12
-**