**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 **March
31, 2005**
 
  ̈
    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.
 
 [X] Yes [
] No
 
 Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of March 31, 2005 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 Periods Ended March 31, 2005 and 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**
    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
SHEETS
 AS OF
MARCH 31, 2005 (UNAUDITED) AND DECEMBER 31, 2004 (AUDITED)
 
 ASSETS
    
    Consolidated
    
    ConsolidatedAs
      of
    
    As
      of3/31/2005
    
    12/31/2004CURRENT
      ASSETSCash
    
    
    7,593
    
    
    2,577Inventory
    
    
    7,352
    
    
    7,352Accounts
      Receivable
    
    
    12,800
    
    
    12,800Accounts
      Receivable - Related Party
    
    
    156,000
    
    
    156,000Allowance
      for doubtful Accounts - short term portion of receivables
    
    
    (88,880
    )
    
    (88,880
    )Note
      Receivable - Related Party
    
    
    59,850
    
    
    59,850Total
      current assets
    
    
    154,715
    
    
    149,699FIXED
      ASSETSLand
    
    
    232,000
    
    
    232,000Vehicle
    
    
    24,850
    
    
    24,850Computer
      Equipment
    
    
    11,894
    
    
    11,894Office
      Equipment
    
    
    6,000
    
    
    6,000Accumulated
      Depreciation
    
    
    (29,654
    )
    
    (29,267
    )Total
      Fixed Assets
    
    
    245,090
    
    
    245,477OTHER
      ASSETSNote
      Receivable - long term portion, net of allowance - Related
      Party
    
    
    234,000
    
    
    234,000Note
      Receivable - long term portion, net of allowance
    
    
    19,200
    
    
    19,200Allowance
      for doubtful Accounts - long term portion of receivables
    
    
    (133,320
    )
    
    (133,320
    )OTHER
      ASSETS
    
    
    119,880
    
    
    119,880TOTAL
      ASSETS
    
    $
    519,685
    
    $
    515,056LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESNotes
      payable
    
    
    50,936
    
    
    50,936Accounts
      payable
    
    
    67,633
    
    
    67,114Interest
      payable
    
    
    833
    
    
    833Salary
      payable
    
    
    1,644,279
    
    
    1,606,779Payroll
      liabilities
    
    
    36,238
    
    
    36,238Note
      payable - Related Party
    
    
    295,607
    
    
    231,580Total
      current liabilities
    
    
    2,095,526
    
    
    1,993,480LONG
      TERM LIABILITIESNotes
      payable
    
    
    -
    
    
    -TOTAL
      LIABILITIES
    
    
    2,095,526
    
    
    1,993,480STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value, 500,000,000 sharesauthorized,
      286,077,479 shares issued and outstanding as ofMarch
      31, 2005 and December 31, 2004, respectively
    
    
    281,248
    
    
    281,248Additional
      paid in capital
    
    
    1,567,578
    
    
    1,567,578Accumulated
      deficit
    
    
    (3,424,666
    )
    
    (3,327,249
    )Total
      stockholders' equity (deficit)
    
    
    (1,575,841
    )
    
    (1,478,424
    )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
    
    $
    519,685
    
    $
    515,056
  The
accompanying notes are an integral part of these consolidated financial
statements
  **- 3
-**
   
  **PARA
MAS INTERNET, INC.**
 STATEMENTS
OF LOSS AND ACCUMULATED DEFICIT
 FROM THE
INCEPTION TO AND THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED)
 From
      InceptionFor
      the three months ended
    
    (February
      13, 2001) toMarch
      31, 2005
    
    March
      31, 2005REVENUES
      - Marketing Rights
    
    $
    -
    
    $
    574,000REVENUES
      - Cobrand Products
    
    
    45,441
    
    
    575,311COST
      OF REVENUES
    
    
    (32,288
    )
    
    (390,203
    )GROSS
      PROFIT (LOSS)
    
    $
    13,153
    
    $
    759,108EXPENSES:General
      and administrative
    
    
    103,768
    
    
    3,541,271Bad
      debt expense
    
    
    -
    
    
    222,200Depreciation
    
    
    387
    
    
    29,654Professional
      fees
    
    
    -
    
    
    343,635Total
      expenses
    
    
    104,155
    
    
    4,136,760Operating
      income (loss)
    
    
    (91,002
    )
    
    (3,377,652
    )OTHER
      INCOME (EXPENSE)Interest
    
    
    (6,415
    )
    
    (19,510
    )Write
      down of assets
    
    
    -
    
    
    (28,400
    )Other
      expenses
    
    
    -
    
    
    896Total
      other income (expense)
    
    
    (6,415
    )
    
    (47,014
    )LOSS
      FROM OPERATIONS
    
    
    (97,417
    )
    
    (3,424,666
    )NET
      INCOME (LOSS)
    
    
    (97,417
    )
    
    (3,424,666
    )ACCUMULATED
      DEFICIT - Beginning
    
    
    (3,327,249
    )
    
    -ACCUMULATED
      DEFICIT - End
    
    
    (3,424,666
    )
    
    (3,424,666
    )LOSS
      PER SHARE BASIC AND DILUTED
    
    $
    (0.00
    )
    $
    (0.01
    )PER
      SHARE INFORMATION:Basic
      and dilulted Weighted average Number ofShares
      Outstanding
    
    
    286,077,479
    
    
    270,634,715
 The
accompanying notes are an integral part of these consolidated financial
statements
  **- 4
-**
  
  **PARA
MAS INTERNET, INC.**
 STATEMENTS
OF CASH FLOWS
 FROM THE
INCEPTION TO AND THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED)
 
 Three
      Months
    
    From
      InceptionEnded
    
    (February
      13, 2001) toMarch
      31, 2005
    
    March
      31, 2005CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income / (Loss) from Operations
    
    $
    (97,417
    )
    $
    (3,424,666
    )Adjustments
      to reconcile net incometo
      net cash providedCommon
      stock options issued for services, assets and to settle
    debt
    
    
    -
    
    
    645,519Change
      in assets and liabilities:Depreciation
      Expense
    
    
    387
    
    
    29,654(Increase)
      / Decrease in Accounts Receivable
    
    
    -
    
    
    (79,920
    )(Increase)
      / Decrease in Inventory
    
    
    -
    
    
    (7,352
    )(Increase)
      / Decrease in Note Receivable
    
    
    -
    
    
    (179,730
    )(Increase)
      / Decrease in Note Payable
    
    
    -
    
    
    87,174Increase
      / (Decrease) in Payroll Liability
    
    
    37,500
    
    
    1,644,279Increase
      / (Decrease) in Accounts Payable
    
    
    519
    
    
    68,466Net
      cash provided by (used in) operating activities
    
    
    (59,011
    )
    
    (1,216,576
    )CASH
      FLOWS FROM INVESTING ACTIVITIES:(Purchase)/Sale
      of Fixed Assets
    
    
    -
    
    
    (42,744
    )Net
      cash provided by (used in) investing activities
    
    
    -
    
    
    (42,744
    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of Stock
    
    
    -
    
    
    971,306Increase/(Decrease)
      in Short Term Notes Payable - Related Party
    
    
    64,028
    
    
    295,608Net
      cash provided by (used in) financing activities
    
    
    64,028
    
    
    1,266,914Net
      increase (decrease) in cash
    
    
    5,016
    
    
    7,593Balance
      at beginning of Period
    
    
    2,577
    
    
    -End
      of Period
    
    $
    7,593
    
    $
    7,593SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONSUPPLEMENTAL
      INFORMATION:Interest
      Paid
    
    $
    5,991
    
    $
    -Taxes
      Paid
    
    $
    -
    
    $
    11,323
 The
accompanying notes are an integral part of these consolidated financial
statements
 
 
 **- 5
-**
   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 was incorporated on June 6, 1994 as U.S. Medical Management, Inc., a
subsidiary of Waterloo Wheels, Inc., a British Columbia company. On June 27,
1994, the shareholders of Waterloo Wheels exchanged all of their shares for
shares in U.S. Medical Management and Waterloo Wheels was dissolved. The
activities of Waterloo Wheels and U.S. Medical Management were confined to
organizational matters and identifying business opportunities. They conducted no
business. In June 1995, U.S. Medical Management acquired the business of Ken
Venturi Golf Centers, Inc. and changed its name to Ken Venturi Golf, Inc.
("KVGI"). KVGI was listed on the OTC Bulletin Board and was engaged in
franchising indoor golf training centers under a license from Ken Venturi, a
noted golf professional. The business of KVGI did not succeed and the company
ceased operations in May 1997. Upon ceasing operations, Para Mas attempted to
locate and negotiate the acquisition of other business opportunities. On
November 1, 2000, Para Mas entered into agreements that would lead to the
acquisition of the business assets of International Bible Games Inc. and
Destination T.B.G. Development & Marketing Corp. Though pursued over a
period of time, Para Mas was ultimately unable to acquire these assets. On April
12, 2004, Para Mas acquired 100% of the issued and outstanding shares of
Amerigroupmall, Inc., a Nevada corporation via a reverse merger and
recapitalization.
 
 Even
though the Company has generated sales revenues, the Company has incurred
substantial 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 March 31, 2005 the Company has
an accumulated deficit of $3,424,666.
 
 Amerigroupmall,
Inc. ("Amerigroupmall") was incorporated on June 13, 2001 as a Nevada
corporation. The initial Amerigroupmall concept was born in 1999 as a discount
card that was sold as a fund-raiser for schools, clubs and non-profit
organizations. Purchasers of the card could receive discounts one of two ways.
First, it could be presented at some merchants for an immediate discount upon
purchase of goods or services. Second, it could be used to purchase discount
tickets to entertainment venues distributed by Amerigroupmall. This concept was
changed in 2003, when Amerigroupmall decided to drop the fund raising model and
sell the discount card directly to businesses for redistribution to their
customers.
 
 Mobilescan
Inc. ("Mobilescan") was incorporated on September 27, 2001 as a Nevada
corporation. Mobilescan, Inc. was a provider of CD Rom law libraries and custom
Legal Forms and Billing Software. MobileScan was acquired by Para Mas in 2004 by
virtue of the Amerigroupmall acquisition. All business operations within
MobileScan have ceased.
 
 Liquidity - As
shown in the accompanying financial statements, the Company incurred a net loss
of $97,417 during the period ended March 31, 2005. The Company's current
liabilities exceeded its current assets by $1,940,811.
 
 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.
 
 
 
 
 
 The
estimated net operating loss for the company, given the current situation
is:
 
 Accumulated
deficit     $(3,424,666)
 Valuation
allowance   3,424,666
 $ 
-
 
 **- 6
-**
 Management
feels the Company will have a net operating loss carryover to be used for future
years. Such losses may not be fully deductible due to the significant amounts of
non-cash service costs.
 
 Printing
Company relationship -
Itzyourmall is currently contracting all of its printing through Mikey's Print
Shop. The company has a contract with Mikey's that pays Mikey's a base monthly
fee of $2,500 a month. This base gives the company the prints, and it also
includes all of the graphic design of the cards and the web malls. The base will
give the company approximately 25,000 cards a month but does not include
materials. Materials run approximately $0.15 per card. Materials include ink,
teslin (the specially manufactured paper the company print on, for the cards),
laminate, and stock paper. The associated printing costs are reflected in the
financial statements as a cost of goods sold.
 
 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.
 
 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
December 31, 2004 and all subsequent periods.
 
 
 
   **- 7
-**
   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 $3,424,666. 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.
 
 The
company’s expected cash flow needs over the next twelve months will be a minimum
of $50,000 per month and could peak at $100,000 per month as sales volumes
increase, as this would means increased costs in: production, customer service,
marketing, and management. As of March 31, 2005, Paramas Internet, Inc. had cash
on hand totaling $7,593. The company feels this is sufficient working capital to
meet the day to day operational cash needs of Amerigroupmall for approximately
21 days.
 
 To
actively grow the business pursuant to its current business plan however, the
Company needs $5,000,000 in operating capital for the next 12 months. The
company hopes to raise this capital through a registered sale of common stock
pursuant to a Form SB-2 registration statement. However, it cannot be certain as
to whether the company will be successful in selling the offering.
 
 NOTE 3 -
STOCKHOLDERS' EQUITY
 
 Beginning
on or about January 24, 2003 and ending on or about November 8, 2003,
Amerigroupmall raised approximately $648,826 from a total of 32 investors.
 
 In April
2004, ParaMas completed a 10 for 1 reverse merger to bring the total issued and
outstanding shares to 4,829,440. The company then issued 271,205,934 shares for
the acquisition of Amerigroupmall. Concurrent with the latter issuance, the
company issued 10,042,105 to various individuals to settle potential claims
against the company. The issuance of the 10,042,105 shares has been recorded as
an expense of $69,102, which values the stock at $0.00688 per share, or the
equivalent value per share which was allocated to the purchase of Amerigroupmall
on the same date.
 
 As of
March 31, 2005, the company has 500,000,000 shares authorized and 286,077,479
shares issued and outstanding.
 
 There
were no issuances and sales of stock during the three months ended March 31,
2005.
 
 
 **- 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 March 31, 2005**
 
 During
the fiscal quarter ended March 31, 2005, ParaMas had net revenues of $13,153.
These revenues were derived from fees obtained from co-branders entering our
system. During the same period we incurred expenses totaling $104,155 giving us
a loss from operations of $91,002.
 
 **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 March 31, 2005, Amerigroup had cash on
hand totaling $7,593. This is sufficient working capital to meet the day to day
operational cash needs of Amerigroup for approximately 21 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 March 31, 2005. 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 first quarter of 2005, 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 20,
2005
 
 PARA MAS
INTERNET, INC.
  By: /s/
Gary Whiting
 Name:  Gary
Whiting
 Title:  Chief
Executive Officer
 Principal
Financial Officer
 Principal
Accounting Officer
 
 **- 12
-**