**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 **September
30, 2004**
 
  ̈
    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**
 **(866)
321-7898**
 (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 September 30, 2004, 286,077,479 shares of common stock, $.001 par
value per share.
 
 
  **- 1
-**
  
 **PARA
MAS INTERNET, INC.**
 
 **FORM
10-QSB**
 
 **INDEX**
 
 **PART
I**   **FINANCIAL
INFORMATION**
 
 Item
      1.
    Consolidated
      Financial Statements Period Ended September 30, 2004
      (unaudited)Consolidated
      Balance Sheets
    3Consolidated
      Statements of Operations
    4Consolidated
      Statements of Cash Flows
    5Notes
      to Consolidated Financial Statements
    6Item
      2.
    Management’s
      Discussion and Analysis or Plan of Operation
    9Item
      3.
    Controls
      and Procedures
    10**PART
      II**
    **OTHER
      INFORMATION**
    10Item
      1.
    Legal
      Proceedings
    10Item
      2.
    Changes
      in Securities and Use of Proceeds
    10Item
      3.
    Defaults
      Upon Senior Securities
    10Item
      4.
    Submission
      of Matters to a Vote of Security Holders
    10Item
      5.
    Other
      Information
    10Item
      6.
    Exhibits
      and Reports on Form 8-K
    10**SIGNATURE
      PAGE**
    
    11
 
  **- 2
-**
  
 **PART
I**   **FINANCIAL
INFORMATION**
 
 
 PARA
MAS INTERNET, INC.
 BALANCE
SHEET
 AS OF
SEPTEMBER 30, 2004
 (UNAUDITED)
 
 ASSETSAs
      of9/30/2004CURRENT
      ASSETSCash
    
    $
    1,546Inventory
    
    
    3,962Accounts
      Receivable
    
    
    388,976Note
      Receivable - Related Party
    
    
    68,355Total
      current assets
    
    
    462,839FIXED
      ASSETSAccumulated
      Depreciation
    
    
    (17,504
    )Vehicle
    
    
    24,850Office
      Equipment
    
    
    11,131Computer
      Equipment
    
    
    11,894Land
    
    
    470,500Total
      Fixed Assets
    
    
    500,871OTHER
      ASSETSService
      Receivable
    
    
    4,500Intangible
      Assets
    
    
    23,900OTHER
      ASSETS
    
    
    28,400TOTAL
      ASSETS
    
    $
    992,110LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
    
    
    66,538Interest
      payable
    
    
    833Salary
      payable
    
    
    1,301,330Payroll
      liabilities
    
    
    36,238Note
      payable - Related Party
    
    
    406,086Total
      current liabilities
    
    
    1,811,025LONG
      TERM LIABILITIESNotes
      payable
    
    
    86,546TOTAL
      LIABILITIES
    
    
    1,897,571STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      48,294,395 shares issued and outstanding as ofSeptember
      30, 2004 and December 31, 2003, respectively
    
    
    76,237Additional
      paid in capital
    
    
    1,094,626Accumulated
      deficit
    
    
    (2,076,324
    )Total
      stockholders' equity (deficit)
    
    
    (905,461
    )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
    
    $
    992,110
 The
accompanying notes to financial statements should be
 read in
conjunction with this Balance Sheet
  **- 3
-**
  
 
 PARA
MAS INTERNET, INC.
 STATEMENTS
OF INCOME AND ACCUMULATED DEFICIT
 FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004
 (UNAUDITED)
 
 For
      the three months ended
    
    For
      the nine months endedSeptember
      30, 2004
    
    September
      30, 2004REVENUES
    
    $
    20,565
    
    $
    351,086COST
      OF REVENUES
    
    
    17,057
    
    
    36,823GROSS
      PROFIT (LOSS)
    
    $
    3,508
    
    $
    314,263EXPENSES:General
      and administrative
    
    
    163,414
    
    
    398,328Depreciation
    
    
    1,547
    
    
    4,641Professional
      fees
    
    
    3,500
    
    
    36,935Total
      expenses
    
    
    168,461
    
    
    439,904Operating
      income (loss)
    
    
    (164,953
    )
    
    (125,641
    )OTHER
      INCOME (EXPENSE)Other
      expenses
    
    
    -
    
    
    896Total
      other income (expense)
    
    
    -
    
    
    896LOSS
      FROM OPERATIONS
    
    
    (164,953
    )
    
    (124,745
    )NET
      INCOME (LOSS)
    
    
    (164,953
    )
    
    (124,745
    )ACCUMULATED
      DEFICIT - Beginning
    
    
    (1,911,371
    )
    
    (1,951,579
    )ACCUMULATED
      DEFICIT - End
    
    
    (2,076,324
    )
    
    (2,076,324
    )LOSS
      PER SHARE BASIC AND DILUTED
    
    $
    (0.00
    )
    $
    (0.00
    )PER
      SHARE INFORMATION:Basic
      and dilulted Weighted average Number ofShares
      Outstanding
    
    
    48,294,395
    
    
    48,294,395
 The
accompanying notes to financial statements should be
 read in
conjunction with these Statements of Income and Accumulated
Deficit.
  **- 4
-**
  PARA
MAS INTERNET, INC.
 STATEMENTS
OF CASH FLOWS
 FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004
 (UNAUDITED)
 Nine
      Months
    
    Three
      MonthsEnded
    
    Ended9/30/2004
    
    9/30/2004CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income / (Loss) from Operations
    
    $
    124,745
    
    $
    164,953Adjustments
      to reconcile net incometo
      net cash providedDepreciation
      Expense
    
    
    4,641
    
    
    1,547(Increase)
      / Decrease in Accounts Receivable
    
    
    (148,975
    )
    
    (3,976
    )(Increase)
      / Decrease in Inventory
    
    
    (3,962
    )
    
    (3,962
    )(Increase)
      / Decrease in Note Receivable
    
    
    (81,180
    )
    
    -(Increase)
      / Decrease in Note Payable
    
    
    90,738
    
    
    85,381Increase
      / (Decrease) in Payroll Liability
    
    
    146,520
    
    
    37,500Increase
      / (Decrease) in Accounts Payable
    
    
    38,077
    
    
    21,144Net
      cash provided by (used in) operating activities
    
    
    (78,886
    )
    
    (27,319
    )CASH
      FLOWS FROM INVESTING ACTIVITIES:(Purchase)/Sale
      of Equipment
    
    
    (5,131
    )
    
    -Net
      cash provided by (used in) investing activities
    
    
    (5,131
    )
    
    -Net
      increase (decrease) in cash
    
    
    (84,017
    )
    
    (27,319
    )Balance
      at beginning of Period
    
    
    85,563
    
    
    28,865End
      of Period
    
    $
    1,546
    
    $
    1,546SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONSUPPLEMENTAL
      INFORMATION:Interest
      Paid
    
    $
    -
    
    $
    -Taxes
      Paid
    
    $
    -
    
    $
    -Cash
      paid during the year for interest
    
    $
    -
    
    $
    -Cash
      paid during the year for taxes
    
    $
    -
    
    $
    -Preferred
      stock dividends payable
    
    $
    -
    
    $
    -Stock
      options issued in exchnage for services
    
    $
    -
    
    $
    -
 
 The
accompanying notes to financial statements should be
 read in
conjunction with this Statement of Cash Flows.
  **- 5
-**
 PARA MAS
INTERNET, INC.
 NOTES TO
FINANCIAL STATEMENTS
 FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004
 (UNAUDITED)
  
 NOTE 1 - 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 September 30, 2004 the Company has an accumulated deficit of
$2,075,824.
 
 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 $164,953 during the period ended
September 30, 2004. The Company's current liabilities exceeded its current
assets by $1,348,186.
 
 Advertising - The
Company will recognize advertising expenses in accordance with SOP 93-7
"Reporting on Advertising Costs." The Company did not incur advertising costs
during the period ended September 30, 2004.
 
 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.
 
 Property
and Equipment - For
financial statement purposes, property and equipment will be depreciated using
straight-line method over their estimated useful lives (five years for
furniture, fixtures and equipment). The straight-line method of depreciation is
also used for tax purposes.
 
 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.
 
   **- 6
-**
   NOTE 1 -
SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
 
 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.
 
 Long-Lived
Assets - The
Company has adopted Statement of Financial Accounting Standards No. 144 (SFAS
144). The Statement requires that long-lived assets and certain identifiable
intangibles held and used by the Company be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to
sell.
 
 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
 
 Reclassifications -
Certain reclassifications have been made in prior years' financial statements to
conform to classifications in the current year.
 
 Stock
Based Compensation - In
December 2002, the FASB issued Statement of Financial Accounting Standards
No.148 ("SFAS No.148"),"Accounting for Stock-Based Compensation-Transition and
Disclosure-an amendment of SFAS 123." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary charge to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 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 Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the Company's
stock at the date of the grant over the exercise price of the related option.
The Company has adopted the annual disclosure provisions of SFAS No. 148 in its
financial reports for the year ended December 31, 2003 and will adopt the
interim disclosure provisions for its financial reports for the quarter ended
September 30, 2004.
 
   **- 7
-**
 PARA MAS
INTERNET, INC.
 NOTES TO
FINANCIAL STATEMENTS
 FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004
 (UNAUDITED)
   NOTE 1 -
SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
 
 Foreign
Currency Translation
- The Company translates the foreign currency financial statements of its
Canadian subsidiary in accordance with the requirements of Statement of
Financial Accounting Standards No. 52, "Foreign Currency Translation." Assets
and liabilities are translated at current exchange rates, and related revenue
and expenses are translated at average exchange rates in effect during the
period. Resulting translation adjustments are recorded as a separate component
in stockholders' equity. Foreign currency transaction gains and losses are
included in the statement of income.
 
 NOTE 2 -
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 losses of $2,075,824. 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.
 
 NOTE 3 -
STOCKHOLDERS' EQUITY
 
 There
were no issuances of stock for either services or cash during the three months
ended September 30, 2004.
 
 NOTE 4 -
WARRANTS AND OPTIONS
 
 As of
September 30, 2004, there are no warrants or options outstanding to acquire any
additional shares of common stock that are not disclosed in the equity section
of the balance sheet.
 
 NOTE 5 -
ACCRUED EXPENSES
 
 For the 3
months ended September 30, 2004, there is approximately $37,500 of accrued
payroll, with corresponding payroll liabilities (taxes) accrued of $0, as the
officer is deemed an independent contractor. The total accrued payroll and
payroll liabilities as of September 30, 2004 is $1,301,330 and $36,238,
respectively.
 
 NOTE 6 -
REVENUE AND ACCOUNTS RECEIVABLE
 
 There
were no sales of marketing rights during the three months ended September 30,
2004.
 
 During
the three months ended June 30, 2004, the company sold the exclusive rights to
sell and distribute discount cards, websites, and store front listings for the
Florida Region (defined as ten U.S. States in the agreement) to Fred Gagnon, who
was the previous Senior Vice President of the recently acquired Amerigroup, Inc.
The Company has received $5,000 towards the purchase of these rights and has
recognized the remaining $145,000 as accounts receivable which is to be received
in full prior to November 16, 2004.
 
 
 
   **- 8
-**
   **Item
2.**  **Management’s
Discussion and Analysis of Financial Condition and Results of
Operation.**
 
 **Background**
 
 Para Mas
acquired Amerigroup, Inc. on or about April 12, 2004. Para Mas issued
271,205,934 shares of common stock in exchange for 100% of the issued and
outstanding stock of Amerigroup. Following the acquisition, Amerigroup was a
wholly owned subsidiary of Para Mas. The transaction was accounted for as a
reverse merger and a recapitalization of Para Mas.
 
 Prior to
the acquisition, International Bible Games, Inc. was the majority shareholder of
Para Mas and the International Bible Games’ shareholders arguably had personal
claims against Para Mas as a result of a business transaction in 2001. In 2001,
International Bible Games acquired 30 million shares of common stock of ParaMas.
The shareholders of International Bible Games had been promised that these
shares would be distributed to them on a pro rata basis. However, the shares
never were distributed at that time and the International Bible Games
shareholders were not able to participate in an active trading market of ParaMas
shares that subsequently developed. This circumstance gave rise to potential
claims against International Bible Games and ParaMas. On or about April 12,
2004, Para Mas issued 10,042,105 shares of common stock in exchange for a
release of those claims against Para Mas. The class of persons to whom the
shares were issued was all persons holding a potential claim against Para Mas.
These potential claims were comprised of rights to receive shares of Para Mas
and/or the right to receive money from Para Mas or one of its affiliates. The
price per share implicit in that transaction was 25¢ per share. All claimants
had been affiliated with Para Mas since approximately September 2000 and had
potential claims against Para Mas since that time. The claimants were known to
Para Mas and had a financial relationship with Para Mas since the year 2000.
Para Mas met with the claimants individually and explained the option for
settlement of the particular claimant’s claim. The compromise of each claim was
negotiated individually in an individual manner. Each claimant entered into a
claim release form in connection with the transaction.  As a
result, International Bible Games, once a shareholder of Para Mas is no longer
affiliated with Para Mas other than by virtue of the fact that International
Bible Games’ shareholders are also shareholders of Para Mas. The International
Bible Games shareholders signed an Agreement and Release and Share Exchange
Agreement in connection with the transaction.
 
 Prior to
that time, the active business operations of Para Mas had been limited for some
time. The business operations of Amerigroup now constitute 100% of the business
operations of Para Mas. This management's discussion will therefore focus on the
business operations and the financial results of Amerigroup.
 
 **Marketing**
 
 Conceptually,
the Itzyourmall loyalty-rewards card program came into being on February 26,
2003. Amerigroup spent that year developing the product, the web sites, the
delivery systems and testing the marketing structure. Very little marketing was
done during that year as it was devoted to research and development of the
Itzyourmall concept. The following year, however, Amerigroup began to implement
their marketing plan. The marketing has required a great deal of travel and
promotion. We have been able to sell close to 10 different marketing
territories, 15 units and hundreds of businesses. In order to market the
Itzyourmall product quickly and as inexpensively as possible, we felt that our
best course of action would be to sell marketing rights to territories and
units. This way, we expected that we could have a sales force that would not
require an overhead. Also, because these marketing rights sales people are
vested with their own funds, we felt that they would be more likely to
succeed.
 
 Our
marketing plan is based on the idea the people who pay for something are more
likely to succeed at selling than a sales person who has a guaranteed base
salary. We have divided the country up into Regions and then into Territories.
Each Territory is then divided up into Units of 100,000 population centers. Each
Unit will also have a minimum number of 1,000 businesses. The Region owner
trains and supports his Territory owners and the Territory owner trains and
supports his Unit owners. Each Unit owner is only expected to sell 25 businesses
a co-brand package and 25 business listings. He can then sell 25 kiosk fixed ad
sales and 25 kiosk screen ad sales. These kiosk ad sales will most likely be
sold to the co-branders and business listings, since they are the ones
participating in the Itzyourmall program. This means that the Unit owner only
has to sell 5% of the businesses in his are to be successful. This is a very
small market share, which we feel means that the likelihood of success will be
very high for the Unit owner. If a Unit owner is successful under this formula,
he will generate between $55,000.00 and $97,000.00. The differentiation is based
on whether the Unit owner allows the businesses to pay a one-time cash price or
12 monthly payments calculated at a 12% apr.
 
 **- 9
-**
 **Fiscal
Quarter Ended September 30, 2004**
 
 During
the fiscal quarter ended September 30, 2004, ParaMas had net revenues of $3,508.
These revenues were derived from fees obtained from co-branders entering our
system. During the same period we incurred expenses totaling $168,461 giving us
a loss from operations of $164,953.
 
 **Liquidity**
 
 Our
expected cash flow needs over the next twelve months will be a minimum of
$50,000.00 monthly and could peak at $100,000.00 monthly as sales volumes
increase, since this means increased costs in: production, customer service,
marketing, and management. When the Units have sold their 25 business quotas in
the four ten state Regions, we believe we will easily be able to cover our cost
of operations. Our expectations are that we will be able to sell twenty percent
of the Territories in all four Regions over the next twelve months. We expect
those Territories to sell twenty percent of their Units during that same period.
Even though the Units agree to sell 25 businesses during that period as well,
our projection is based upon them selling only five which we believe will be
realized. Assuming we meet these levels, we would have annual gross revenue of
$547,000.00, which would be close to covering our expenses for the year. Part of
our marketing strategy includes Itzyourmall helping to “seed” an area by
telemarketing to local businesses. These businesses are usually the high profile
businesses (i.e., entertainment and amusement) that Itzyourmall does not charge
to be a part of the program. They are brought on to help enhance the value of
the Itzyourmall card in an area. As of September 30, 2004, Amerigroup had cash
on hand totaling $1,546. This is sufficient working capital to meet the day to
day operational cash needs of Amerigroup for approximately 7 days.
 
 To
actively grow the business pursuant to its current business plan however,
Amerigroup needs $5,000,000 in operating capital for the next 12 months. We plan
on raising this capital through a registered sale of our common stock pursuant
to this registration statement. However, it cannot be certain as to whether we
will be successful in selling the offering.
 
 **Trends**
 
 One of
the trends that we have seen in the market is the fact that businesses are all
starting to consider the idea of loyalty cards. Most of the businesses we
contact all state that they were already considering making a loyalty card for
their business. We feel that the grocery store industry started this trend and
has helped it to grow. Consequently, Itzyourmall is an unintended beneficiary of
the millions of dollars the grocery store industry has spent in educating the
masses on the value of loyalty-rewards cards. Another trend we see in the market
is the move towards public internet access terminals, or Kiosks as we like to
call them. Kiosks are showing up in airport terminals and shopping malls all
across the country. This trend is again a benefit for us as we begin placing our
Kiosks throughout the country.
 
 **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 September 30, 2004. 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.
 
 **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 discussed in 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
 
 **- 10
-**
 
 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 Whiting
 Name:  Gary
Whiting
 Title:  Chief
Executive Officer
 Principal
Financial Officer
 Principal
Accounting Officer