UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10KSB

[  ]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE SECURITIES
                EXCHANGE  ACT  OF  1934
         For  the  fiscal  year  ended  _____________________________

[X]      TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
         SECURITIES  EXCHANGE  ACT  OF  1934
         For the transition period from June 30, 2003 to December 31, 2003

         Commission  File  No.  000-30645
                                ---------

                             PARA MAS INTERNET, INC.
                             -----------------------
             (Exact name of Registrant as specified in its charter)


     NEVADA                                                59-3383240
----------------                                           ----------
(State  or  other  jurisdiction  of                    (I.R.S.  Employer
incorporation  or  organization)                    Identification  Number)

1337  S.  GILBERT  ROAD,  SUITE  4
MESA,  ARIZONA                                             85204
--------------                                             -----
(Address  of  principal executive offices)               (Zip Code)

Registrant's  telephone  number,  including  area  code:     (480)  892-2189
                                                             ---------------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  none

Securities  registered  pursuant  to  Section  12 (g) of the Act:  Common stock,
$.001  par  value

Check  whether  the  issuer  (l)  has  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.  [   ]

Revenues  for  the six month transition period December 31, 2003 were $ 419,323.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to the last reported sale price of such stock as of September 17,
2004  $  9,974.13.

The  number  of  shares of the issuer's Common Stock outstanding as of September
17,  2004  is  281,248,039.

Transitional  Small Business Disclosure Format (check one):  Yes [   ]  No [ X ]

                                      -1-

<PAGE>
                 TABLE  OF  CONTENTS

                     PART I
<TABLE>
<CAPTION>
<S>                                               <C>
Item 1.  Description of Business . . . . . . . .    3

Item 2.  Description of Property . . . . . . . .    6

Item 3.  Legal Proceedings . . . . . . . . . . .    7

Item 4.  Submission of Matters to a
  Vote of Security Holders . . . . . . . . . . .    7

                     PART II.

Item 5.  Market for Common Equity and
  Related Stockholder Matters. . . . . . . . . .    7

Item 6.  Management's Discussion and
  Analysis or Plan of Operations . . . . . . . .   10

Item 7.  Financial statements. . . . . . . . . .   11

Item 8.  Changes in and Disagreements with
  Accountants on Accounting and
  Financial Disclosure . . . . . . . . . . . . .   12

Item 8A. Controls and Procedures . . . . . . . .   13

                     PART III

Item 9.  Directors, Executive Officers,
  Promoters and Control Persons;
  Compliance with Section 16 (a)
  of the Exchange Act. . . . . . . . . . . . . .   14

Item 10. Executive Compensation. . . . . . . . .   15

Item 11. Security Ownership of Certain
  Beneficial Owners and Management . . . . . . .   16

Item 12. Certain Relationships and
  Related Transactions . . . . . . . . . . . . .   16

Item 13. Exhibits and Reports on Form 8-K. . . .   16

Item 14. Principal Accountant Fees and Services.   17
</TABLE>
                         -2-
<PAGE>

INTRODUCTORY  NOTE

       This  Transition  Report  on  Form  10-KSB  may  be  deemed  to  contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act  of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company
intends  that  such  forward-looking  statements  be subject to the safe harbors
created  by  such  statutes.  The forward-looking statements included herein are
based  on current expectations that involve a number of risks and uncertainties.
Accordingly,  to  the  extent  that  this Annual Report contains forward-looking
statements  regarding  the  financial  condition,  operating  results,  business
prospects  or  any  other  aspect  of  the  Company,  please be advised that the
Company's  actual financial condition, operating results, and business prospects
may  differ  materially  from  that  projected  or  estimated  by the Company in
forward-looking  statements.  The  differences  may  be  caused  by a variety of
factors,  including,  but  not  limited  to,  adverse  economic  conditions,
competition,  inadequate  capital, unexpected costs, the possible acquisition of

new businesses that result in operating losses or the fluctuation and volatility
of  the Company's financial condition and stock price, loss or retirement of key
executives,  and  other  specific  risks  that  may be alluded to in this Annual
Report  on  Form  10-KSB or in other reports issued by the Company. In addition,
the  business  and  operations  of the Company are subject to substantial risks,
which  increase  the  uncertainty inherent in the forward-looking statements. In
light of the significant uncertainty inherent in the forward-looking information
included  herein,  the inclusion of such information should not be regarded as a
representation  by  the Company or any other person that the objectives or plans
of  the  Company  will  be  achieved.

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

HISTORY

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

                                     -3-
<PAGE>

100% of
the  issued  and  outstanding  shares of AmeriGroup, Inc., a Nevada corporation.
The  business  operations of AmeriGroup, Inc. now constitute all of the business
operations  of  Para  Mas.

OUR  BUSINESS

AmeriGroup  operates  as:

-     A  one source, cross-promotional business-to-business medium for local and
national  businesses  under  the  name  and  style  of  Itzyourmall.com;
-     A  complete  e-commerce  solution  for  local  and  national  businesses;
-     A  benefit services program for individuals, families and organizations as
evidenced  by  a  loyalty/rewards card given to individuals by local businesses.

Our business strategy is to sell marketing rights to geographic areas as a means
of  implementing the Itzyourmall system throughout the United States, Canada and
eventually  internationally.  We  derive fee and other income from the operation
of  the  territories  sold.  To  date,  we  have sold marketing rights for three
regions:  1)  the  country  of Canada; 2) the California 10 state region; and 3)
the  Texas 10 state region, each for $100,000.00.  We are currently working with
individuals  interested in the New York 10 state region and the Florida 10 state
region.  Our business plan calls for the distribution of marketing rights in all
fifty  states.

Although  we  are  more than three years old, we view our business operations as
being in the start-up phase and we have yet to generate significant revenues.

THE  CONCEPT

We  have  built  AmeriGroup  on the following assumptions which we believe to be
true:

-     Most  retail  dollars  are  spent  locally;
-     It  will be important to the success of small retail businesses to achieve
a  web  presence  for  the  purpose  of  advertising  and  selling  product;
-     Most  small  businesses do not have the resources necessary to achieve the
requisite  web  presence  and  will embrace the chance to do so at an affordable
price;
-     Purchasers  will welcome the chance to shop locally on the web if they can
receive  a  discount  for  doing  so;
-     A  merchant's  web  site  needs  a place to reside where it can be located
easily  by  purchasers  using  the  internet.

Our research shows that most retailing on the internet to date has been a direct
selling  by businesses of their own products or the products of others.  So far,
this  approach  has  generally  not  proven  to  be profitable.  Our approach is
different.  We  create  virtual  malls  on  the internet that reflect the actual
brick  and mortar malls that exist in a given area.  The businesses in the malls
obtain  a  web  presence  and a base of loyal customers who are Itzyourmall card
holders.  Card  holders  in  return  are  provided  with  a  free  genuine  and

                                       -4-
<PAGE>

significant discount program on their purchases both locally and nationally.  It
creates  a  win,  win,  win  situation  among the retailers, the cardholders and
AmeriGroup.

COMPANY  STRATEGY

Our business consists of creating e-commerce solutions for buyers and sellers in
the  retail  market  place  through the creation of e-malls.  Mall merchants are
motivated to participate because it gives their companies a web presence and the
technical  capability  of  selling  products  in e-commerce.  Participation also
exposes  and  promotes  their  products  to a growing base of card associates as
discussed  herein.  Card  associates are motivated to participate in the program
because  they  are  allowed to shop Itzyourmall's e-malls via the internet or by
kiosk  and  receive  significant  discounts  on  products or services purchased.

We  have created and beta tested e-malls in the Mesa, Arizona area.  Our e-malls
and  other  concepts  within  our  business  plan  have  potential  for  revenue
generation  in  the  following  ways.

Co-brander.  A business that purchases a 1,000 cards or more becomes co-brander.
A  co-brander receives their own domain and their own loyalty/rewards card.  The
co-brander  pays an annual fee for the card-holder's account to be hosted on the
Itzyourmall  server.  A  co-brander  also  receives their own customized e-mall.
This  co-brander's  mall  is  actually  the  Itzyourmall  with  the co-brander's
template.  This mall allows the co-brander to cross-market with all of the other
co-branders nation- and internationally-wide.  Co-branders pay an annual fee for
hosting and maintenance of their domain and web-mall.  Merchants must also offer
discounts  on  purchases  made  by  card  associates.

Card  sales.  We  are  creating  a base of card associates who for an annual fee
receive a card allowing them to shop in AmeriGroup e-malls and receive discounts
on  products  purchased  from  e-mall  merchants.

e-Business.  After  reviewing  on  the internet, products available at the local
mall,  card  associates  can  then  physically  travel  to  the mall to purchase
products  or  they can purchase products on-line. AmeriGroup will provide e-mall
merchants  with  the  electronic  ability to process on-line sales for a fee per
transaction.  Cardholders  will  also be able to purchase tickets through kiosks
that will be located throughout the United States in stores next to the theaters
and  places  of  amusements.

Territory  Marketing  Rights.  Our  business  plan  to  implement  local e-malls
throughout  the  United States and in selected provinces in Canada calls for the
sale  of  marketing  rights for specific geographical areas.  Market owners will
arrange  for the development of e-malls within their allowed areas by signing up
merchants in local malls to participate in the program.  AmeriGroup receives fee
income  from the initial sale of the marketing rights, from wholesale and retail
and  other  fees  from  the  transactions  within  e-malls created by the Market
owners.

                                      -5-
<PAGE>

MARKETING

Though AmeriGroup has the right to create e-malls directly in areas where market
rights  have  not  been  sold,  we  have  determined  to develop the Itzyourmall
community  through  the  sale  of  marketing rights.  We believe the Itzyourmall
community  can  grow  to sizeable proportion by Market owners developing e-malls
within  the  geographic  area  assigned  to  their  territory.

Card sales to card associates are made primarily in the form of employee benefit
packages  to the employees of companies that may or may not be e-mall merchants.

COMPETITION

No  one is providing discounts quite like Itzyourmall.  Consequently, we have no
direct  competitor.  There are, however, businesses that have components similar
to  ours.  These  businesses  include  coupon book, entertainment books, loyalty
cards  and  coupon  mailers.  None  of  these  have  created  a  program  like
Itzyourmall.  We  feel  that  our  situation  is analogous to Blockbuster Video.
When they started building their stores, there were thousands of little "mom and
pop"  video  businesses  everywhere.  Blockbuster  wiped out all of those little
stores, because they were bigger and better.  We believe we can do the same with
the  other  discount  businesses  in  the  market  today.

GOVERNMENT  REGULATION

We  are  subject  to  all of the government regulations that regulate businesses
generally.  We  are not aware of any government regulations that are specific to
the  Para Mas business.  We anticipate that our products will be marketed over a
wide  geographic  area involving several states and eventually all of the states
in  the  United States.  Accordingly, we will be subject to any rules regulating
interstate  commerce  that  may apply to us.  Also, as a business focused on the
Internet,  there  is  a  risk that our activities and the Internet generally may
become  the  subject  of government regulation in the future or that governments
will interpret their laws as having jurisdiction over Internet business.  Due to
the  increasing popularity and use of the Internet, it is possible that a number
of  laws  and regulations may be adopted with respect to the Internet generally,
covering  issues  such as user privacy, pricing, and characteristics and quality
of  products  and services.  Similarly, the growth and development of the market
for  Internet  commerce  may prompt calls for more stringent consumer protection
laws  that  may impose additional burdens on those companies conducting business
over  the  Internet.  The  adoption  of  any  additional laws or regulations may
decrease  the  growth  of commerce over the Internet, increase our cost of doing
business  or  otherwise  have  a  harmful  effect  on  our  business.

ITEM  2.  DESCRIPTION  OF  PROPERTY

The  business  operations of Para Mas are located at 1337 S. Gilbert Road, Suite
104,  Mesa,  Arizona  85204.  At  that  location  we  have  office  space  of
approximately  2,000  square  feet  for  which  we pay a monthly rent payment of
$1,471.  Our  lease  of  this space

                                    -6-
<PAGE>

expires in September 2004.  We do not expect
any  difficulty  in locating space upon the expiration of the lease that will be
suitable  to  our  needs.

ITEM  3.  LEGAL  PROCEEDINGS

The  Company  is  not a party to any legal proceedings material to the financial
condition  of  the  Company.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

There  were  no  matters  submitted  to  a  vote  of the shareholders during the
transition  period  ended  December  31,  2003.


                                     PART II

ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

No  Present  Public  Market

There  is  no  active  public  market  for  our  common  stock.

Option,  Warrants  and  Registration  Rights

We  have  no  outstanding  options  or  warrants  to  purchase,  or  securities
convertible  into,  common  equity  of  Para Mas.  Other than the shares for the
selling  shareholders  listed herein, there are no shares Para Mas has agreed to
register  under  the  Securities  Act.  There are 29,042,105 common shares being
registered  pursuant to this registration statement, 20,000,000 of which will be
offered  by  Para  Mas  and  9,042,105  of  which may be offering by the selling
shareholders.

Rule  144  Shares

A total of 278,718,600 shares of our common stock is available for resale to the
public  in accordance with the volume and trading limitations of Rule 144 of the
Act.

In general, under Rule 144 as currently in effect, a person who has beneficially
owned  shares  of  a company's common stock for at least one year is entitled to
sell  within  any three month period a number of shares that does not exceed the
greater  of:

1.     1% of the number of shares of the company's common stock then outstanding
which, in our case equals 2,812,480 shares as of the date of this prospectus; or

2.     The  average  weekly  trading volume of the company's common stock during
the  four  calendar  weeks  preceding  the  filing  of a notice on form 144 with
respect  to  the  sale.

                                      -7-
<PAGE>

Sales  under  Rule  144 are also subject to manner of sale provisions and notice
requirements  and  to  the  availability of current public information about the
company.

Under  Rule  144(k),  a person who is not one of the company's affiliates at any
time  during  the  three months preceding a sale, and who has beneficially owned
the  shares proposed to be sold for at least 2 years, is entitled to sell shares
without complying with the manner of sale, public information, volume limitation
or  notice  provisions  of Rule 144.  There are 97,211,822 common shares of Para
Mas  that  may  be  sold  at  the  present  time  under  Rule  144(k).

The  Division of Corporate Finance of the Securities and Exchange Commission has
taken  the  position  that  promoters or affiliates of a blank check company and
their  transferees  would  act  as underwriters under the Securities Act of 1933

when reselling the securities of the blank check company and that the securities

could  only  be resold through a registered offering and that Rule 144 would not
be  available  for  those resale transactions.  Accordingly, Rule 144 may not be
available  for  the  resale  of  all  issued and outstanding shares of Para Mas.

                                      -8-
<PAGE>

Penny  Stock  Rules

The  Securities  Exchange  Commission  has  also  adopted  rules  that  regulate
broker-dealer  practices  in connection with transactions in penny stocks. Penny
stocks  are  generally  equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the  Nasdaq  system,  provided  that  current  price and volume information with
respect  to  transactions  in  such  securities  is  provided by the exchange or
system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  rules,  deliver  a standardized risk
disclosure  document  prepared  by  the  Commission,  which:

-    contains  a  description  of the nature and level of risk in the market for
penny  stocks  in  both  public  offerings  and  secondary  trading;
-    contains  a  description of the broker's or dealer's duties to the customer
and  of  the  rights  and  remedies  available to the customer with respect to a
violation  to  such  duties  or  other  requirements  of  Securities'  laws;
-    contains  a  brief,  clear,  narrative  description  of  a  dealer  market,
including  "bid"  and  "ask"  prices  for  penny stocks and  significance of the
spread  between  the  "bid"  and  "ask"  price;
-    contains  a  toll-free  telephone  number  for  inquiries  on  disciplinary
actions;
-    defines  significant  terms in the disclosure document or in the conduct of
trading  in  penny  stocks;  and
-    contains  such  other information and is in such form  (including language,
type,  size and format),  as the Commission shall require by rule or regulation.

The  broker-dealer  also  must  provide, prior to effecting any transaction in a
penny  stock,  the  customer:

-    with  bid  and  offer  quotations  for  the  penny  stock;
-    the  compensation  of  the  broker-dealer  and  its  salesperson  in  the
transaction;
-    the  number  of  shares  to  which  such bid and ask prices apply, or other
comparable  information  relating  to  the depth and liquidity of the market for

such  stock;  and
-    monthly  account  statements  showing  the market value of each penny stock
held  in  the  customer's  account.


In  addition,  the  penny  stock  rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special  written determination that the penny stock is a suitable investment for
the  purchaser and receive the purchaser's written acknowledgment of the receipt
of  a  risk  disclosure statement, a written agreement to transactions involving
penny  stocks,  and  a signed and dated copy of a written suitability statement.
These  disclosure  requirements  will  have  the  effect of reducing the trading
activity  in  the  secondary  market for our stock because it will be subject to
these  penny  stock  rules  and because many broker-dealers refuse to enter into

                                      -9-
<PAGE>

penny  stock  transactions  rather  than  comply  with  the  rules.  Therefore,
stockholders  may  have  difficulty  selling  those  securities.

Holders  of  Our  Common  Stock

As  of  the  date  of  this  registration  statement, we have approximately 7257
registered  shareholders.

Dividends

There  are  no  restrictions  in  our  Articles  of Incorporation or bylaws that
restrict us from declaring dividends.   The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

1.     We  would  not  be  able to pay our debts as they become due in the usual
course  of  business;  or

2.     Our  total  assets  would  be less than the sum of our total liabilities,
plus  the  amount that would be needed to satisfy the rights of shareholders who
have  preferential  rights  superior  to  those  receiving  the  distribution.

We  have not declared any dividends.  We do not plan to declare any dividends in
the  foreseeable  future.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

MANAGEMENTS  DISCUSSION  AND  ANALYSIS

Para  Mas  acquired  Amerigroup, Inc. on or about April 12, 2004.  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.

For  the  six  month  period ended December 31, 2003, Amerigroup had revenues of
$419,323.  During  the  same  period,  expenses  totaled  $699,750  yielding  an
operating  loss  for  the  period  of  $310,018.

As of December 31, 2003, Amerigroup had cash on hand totaling $85,563.  This  is
sufficient  working  capital  to  meet  the day to day operational cash needs of
Amerigroup  for  approximately  90  days.  Management  estimates it will require
$360,000 in working capital to sustain the business operations of Amerigroup for
the  next  12  months.  Management  believes  that  this working capital will be
available  from  operating  revenues  during  the  next  twelve  months.

                                      -10-
<PAGE>
To  actively  grow  the  business  pursuant  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.  However,  it  cannot  be certain as to whether  we  will  be  successful
in  selling  the  offering.

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  7.  FINANCIAL  STATEMENTS

                                      -11-
<PAGE>
                                AMERIGROUP, INC.
                                ----------------

                          (A Development Stage Company)
                          -----------------------------

                    AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                    -----------------------------------------

                                DECEMBER 31, 2003
                                -----------------
                                      F-1
<PAGE>

CONTENTS

--------


INDEPENDENT  AUDITORS'  REPORT                                        F-3

FINANCIAL  STATEMENTS:

     Balance  Sheet                                                   F-4

     Statement  of  Income  and  Accumulated  Deficit                 F-5

     Statement  of  Changes  of  Stockholders'  Equity                F-6

     Statement  of  Cash  Flows                                       F-7

NOTES  TO  FINANCIAL  STATEMENTS                            F-8  -   F-15


                                       F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors  of
Amerigroup,  Inc.:

We  have  audited  the  accompanying balance sheet of Amerigroup, Inc. (a Nevada
Corporation)  as  of  December 31, 2003, and the related statement of income and
accumulated   deficit   from   July 1,  2003  to  December  31, 2003, changes in
stockholders'  equity,  and  cash  flows for the six  months  ended December 31,
2003.  All  information  included  in  these   financial   statements   is   the
representation  of  the management of Amerigroup, Inc.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with generally accepted auditing standards
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  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Amerigroup, Inc. as of December
31,  2003,  and  the result of its operations and its cash flows for the periods
ended  December  31,  2003,  in  accordance  with  generally accepted accounting
principles  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  disclosed in Note 5 to the financial
statements,  the  Company  has  had limited operations and has not established a
long-term source of revenue.  This raises substantial doubt about its ability to
continue  as  a going concern.  Management's plan in regards to these matters is
also  described  in  Note  5.  The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.


                              CFO  Advantage,  Inc.

June  9,  2004
Las  Vegas,  Nevada

                                      F-3

<PAGE>

                                AMERIGROUP, INC.
                                ----------------
                         (A Development Stage Company)
                         -----------------------------
                                BALANCE SHEETS
                                --------------
                            AS OF DECEMBER 31, 2003
                            -----------------------
                                    AUDITED
                                    -------

<TABLE>
<CAPTION>


<S>                                                                          <C>
                                     ASSETS

                                                                             12/31/2003
                                                                             ----------
CURRENT ASSETS
   Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   85,563
                                                                             ----------
OTHER CURRENT ASSETS
   Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .     180,000
   Note Receivable - Related Party. . . . . . . . . . . . . . . . . . . . .       7,543
                                                                             ----------
Total Other Current Assets. . . . . . . . . . . . . . . . . . . . . . . . .     187,543
                                                                             -----------

FIXED ASSETS
   Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . .     (12,863)
   Vehicle. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      24,850
   Office Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6,000
   Computer Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .      11,894
   Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     470,500
                                                                             ----------
Total Fixed Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     500,382
                                                                             -----------

OTHER ASSETS
   Service Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,500
   Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .      23,900
                                                                             ----------
Total Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      28,400
                                                                             -----------

Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  801,888
                                                                             ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
CURRENT LIABILITIES
   Interest Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      833
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .      28,462
   Salary payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,226,828
   Payroll liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .      36,238
                                                                             ----------
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . .   1,292,361

OTHER CURRENT LIABILITIES
   Note payable - Related Party . . . . . . . . . . . . . . . . . . . . . .     242,252
                                                                             ----------
Total Other Current Liabilities . . . . . . . . . . . . . . . . . . . . . .     242,252


LONG TERM LIABILITIES
   Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      47,991
                                                                             ----------
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,582,604
                                                                             ----------

STOCKHOLDERS' EQUITY

Common stock, $0.0001 par value, 80,000,000 shares authorized,
   276,418,600,shares issued and outstanding as of December 31, 2003. . . .      27,642
   Additional paid in capital - common stock. . . . . . . . . . . . . . . .   1,871,438
   Minority interest-Amerigroup . . . . . . . . . . . . . . . . . . . . . .           -
   Minority interest-Mobile Scan. . . . . . . . . . . . . . . . . . . . . .           -
   Subscribed Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (432,936)
   Accumulated Deficit. . . . . . . . . . . . . . . . . . . . . . . . . . .  (2,246,860)
                                                                             ----------
Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . . . .    (780,716)
                                                                             ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT). . . . . . . . . . . .  $  801,888
                                                                             ==========
     The accompanying independent auditors report and notes to financial statements
               should be read in conjunction with this Balance Sheet.

</TABLE>
                                         F-4
<PAGE>

<TABLE>
<CAPTION>

               Amerigroup, Inc.
               ----------------
        (A Development Stage Company)
        -----------------------------
 STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
 --------------------------------------------
  FOR THE SIX MONTHS ENDED DECEMBER 31, 2003
  -------------------------------------------
                  (AUDITED)
                  ---------
<S>                                                <C>





                                                      Audited
                                                      7/1/2003
                                                         to
                                                    12/31/2003
                                                    ----------
REVENUES. . . . . . . . . . . . . . . . . . . . .   $  419,323
COST OF REVENUES. . . . . . . . . . . . . . . . .       29,591
                                                    ----------
GROSS PROFIT (LOSS) . . . . . . . . . . . . . . .      389,732
                                                    ----------
EXPENSES:
   General and administrative . . . . . . . . . .      402,905
   Consulting . . . . . . . . . . . . . . . . . .       42,950
   Depreciation . . . . . . . . . . . . . . . . .        6,187
   Interest Expense . . . . . . . . . . . . . . .        1,300
   Payroll. . . . . . . . . . . . . . . . . . . .      243,500
   Taxes. . . . . . . . . . . . . . . . . . . . .        2,908
                                                    ----------
Total Expenses. . . . . . . . . . . . . . . . . .      699,750
                                                    ----------
Deficit from operations in the development stage.     (310,018)

ACCUMULATED DEFICIT, beginning of period. . . . .   (1,936,842)
                                                    ----------
ACCUMULATED DEFICIT, end of period. . . . . . . .  $(2,246,860)
                                                    ==========

PER SHARE INFORMATION:

Weighted average number of shares outstanding
    (basic and diluted) . . . . . . . . . . . . .    2,024,751
                                                    ===========
Earnings Per Share of common stock
    (basic and diluted) . . . . . . . . . . . . .  $    (0.153)
                                                    ===========
     The accompanying independent auditors report and notes
to financial statements should be read in conjunction with this
   Statement of Income and Accumulated Deficit.

</TABLE>
                               F-5
<PAGE>

                                AMERIGROUP, INC.
                                ----------------
                         (A Development Stage Company)
                         -----------------------------
                  STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
                  -------------------------------------------
                            AS OF DECEMBER 31, 2003
                            -----------------------
                                    AUDITED
                                    -------


<TABLE>
<CAPTION>

<S>                     <C>          <C>           <C>          <C>             <C>         <C>

                        Common       Common        Additional
                        Stock        Stock         Paid-in      Subscription    Income      Total
                        Shares       Amount        Capital      Receivable       (Deficit)  Equity
                        -----------  ------------  -----------  --------------  ----------  -----------
Issuance of common
stock for cash . . . .  261,595,000  $     26,160  $   275,784  $     (32,080)  $       -   $   269,863

Issuance of common
stock for services . .    4,465,000           447      129,791              -           -       130,237

Deficit for the year
ended December
31, 2001                          -            -              -             -    (977,778)     (977,778)
                        -----------  ------------  -----------  --------------  ----------  -----------
Balance at December
31, 2001                266,060,000       26,606        405,574       (32,080)   (977,778)     (577,678)

Issuance of common
stock for cash . . . .    6,794,000           679       668,683      (345,575)          -       323,788

Issuance of common
stock for services . .      375,000            38        37,500             -           -        37,538

Issuance of common
stock for fixed assets      250,000            25        24,975             -           -        25,000

Deficit for the year
ended December 31,
2002                              -            -              -             -    (886,914)     (886,914)
                        -----------  ------------  -----------  --------------  ----------  -----------
Balance at December
31, 2002                273,479,000       27,348      1,136,732    (377,655)   (1,864,692)   (1,078,267)


Issuance of common
stock for cash . . . .    1,517,600          152      379,348        (55,281)           -       324,219

Issuance of common
stock for fixed assets    1,422,000           142      355,358            -             -       355,500


Deficit for the period
ended December 31,
2003                              -            -              -           -      (382,168)     (382,168)
                        -----------  ------------  -----------  --------------  ----------  -----------
Balance at December
31, 2003                276,418,600  $    27,642  $   1,871,438   $(432,936)  $(2,246,860)  $  (780,717)
                        ===========  ===========  ============= ============= ============  ============
     The accompanying independent auditors report and notes to financial statements
      should be read in conjunction with this Statement of Changes in Stockholders
                                          Equity

</TABLE>

                                           F-6
<PAGE>

<TABLE>
<CAPTION>
                             Amerigroup, Inc.
                             ----------------
                      (A Development Stage Company)
                      -----------------------------
                        STATEMENTS OF CASH FLOWS
                      -----------------------------
                        AS OF DECEMBER 31, 2003
                        ------------------------
                               (AUDITED)
                               ---------
<S>                                                  <C>



                                                                         Audited
                                                                     Six months ended
                                                                        12/31/2003
                                                                        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Deficit from operations in the development stage.  $                    (310,018)
    Depreciation. . . . . . . . . . . . . . . . . .                          6,187
    Subscribed stock. . . . . . . . . . . . . . . .                        (80,180)
    Accounts receivable . . . . . . . . . . . . . .                       (180,000)
    Salary payable. . . . . . . . . . . . . . . . .                        238,500
                                                     ------------------------------
  Net cash provided by Operating Activities . . . .                       (325,511)
                                                     ------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Notes payable - related party . . . . . . . . .                        179,648
    Common Stock. . . . . . . . . . . . . . . . . .                             86
    Additional paid in capital. . . . . . . . . . .                        215,594
                                                     ------------------------------
  Net cash provided by Financing Activities . . . .                        395,328
                                                     ------------------------------
Balance at beginning of period. . . . . . . . . . .                         15,746
Net increase in cash. . . . . . . . . . . . . . . .                         69,817
                                                     ------------------------------
Balance at end of period. . . . . . . . . . . . . .  $                      85,563
                                                     ==============================

SUPPLEMENTAL INFORMATION:
Interest Paid . . . . . . . . . . . . . . . . . . .  $                       1,300
                                                     ==============================
Taxes Paid. . . . . . . . . . . . . . . . . . . . .  $                       2,908
                                                     ==============================
     The accompanying independent auditors report and notes to financial statements
            should be read in conjunction with this Statement of Cash Flows.

</TABLE>

                                    F-7


<PAGE>

                                AMERIGROUP, INC.
                                ----------------
                          (A Development Stage Company)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                             AS OF DECEMBER 31, 2003
                             -----------------------
                                    (AUDITED)
                                    ---------

NOTE  1  -  ORGANIZATION  AND  PURPOSE

Amerigroupmall  Inc.  ("Amerigroup")  is  the  parent  company  and  head of the
respective  divisions,  WorldGroup  Inc.  ("Worldgroup")  and  Mobilescan  Inc.
("Mobilescan").  Amerigroupmall  Inc.  was  previously a division of Worldgroup.
When  Amerigroup was incorporated, Worldgroup remained a majority shareholder in
the  company.  Amerigroup  was  subsequently merged with Worldgroup during 2002.

Given  the  majority percentage ownership and control of the divisions, for 2002
and  2001,  the  financial  statements  of  Amerigroup  include the consolidated
financial  information  of  Worldgroup  and  Mobilescan  as  well.

Mobilescan  was  previously  a  subsidiary  of  Amerigroup.  Upon  the merger of
Worldgroup  and  Amerigroup, Mobilescan became a direct subsidiary of the parent
company,  Amerigroup.  The  financial  statements  here  within  represent  the
activities  of  Amerigroup,  Mobilescan,  and Worldgroup, for the periods ending
December  31,  2002  and  2001,  respectively.

The  purpose of Amerigroup and Worldgroup is a provider of one source, the least
of cross-markets promotionals for local and national business under the name and
style of Itzyourmall.com; a complete e-commerce solutions provider for local and
national  business  with  benefit  services  for  individuals,  families  and
organizations  as  evidenced  by  a  personalized  loyality  rewards card with a
diverse  network  of other services which become available to card holders.  The
network  of  services is offered under the co-brand name "itzyourmall" evidenced
by  a  logo  included  on  the  card.

Mobilescan,  Inc.  was  incorporated  under  the  laws of the state of Nevada on
September 27, 2002.  While the transactions of the Mobilescan, Inc. were treated
as  if  it were a corporation, until such time of incorporation, the company was
organized  as  a partnership, with each of the individual owners being partners.
Upon incorporation, the partnership interests were exchanged for shares of stock
of  the  corporation.  All  income  and  losses derived up and until the time of
incorporation  would  be  attributable  to  the  individual partners themselves,
rather than the company as a whole.  Given the majority ownership and control of
Worldgroup over Mobilescan, all income and expenses during the entire period are
reflected  in  the  consolidated  financial  statements  of  Amerigroup.

Mobilescan,  Inc.  is  a  provider  of a national lawyers affinity program which
utilizes  an  on-line, one source Internet Mall, CD Rom law libraries and custom
Legal  Forms and Billing Software; a marketing program for attorneys through the
virtual  offices  under  the  name  and style of mobilescaninc.com; and complete
benefits  services  for  individuals, families and law offices as evidenced by a
service  card.

No  federal  income tax return has been filed on behalf of the Company or any of
its  subsidiaries  with  respect to the years ending December 31, 2002 and 2001.

                                     F-8
<PAGE>
                                AMERIGROUP, INC.
                                ----------------
                          (A Development Stage Company)
                          -----------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                             AS OF DECEMBER 31, 2003
                             -----------------------
                                    (AUDITED)
                                    ---------

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Basis  of  Accounting
---------------------

The Company's policy is to prepare the financial statements on the accrual basis
of  accounting.  The  fiscal  year  end  is  December  31.

Cash  and  Cash  Equivalents
----------------------------

Cash  and  cash equivalents consist of highly liquid investments with maturities
of  three  months  or  less  when  purchased.

Use  of  Estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires that management make estimates and assumptions,
which  affect  the reported amounts of assets and liabilities at the date of the
financial  statements and revenues and expenses for the period reported.  Actual
results  may  differ  from  these  estimates.

Prepaid  Expenses
-----------------

Prepaid expenses are prepayments made to secure the use of assets or the receipt
of  services  at  a  future  date.

Investments  and  Marketable  Securities
----------------------------------------

The  Company  has  adopted  FASB  No.  115.  Equity securities are classified as
available  for  sale  and  reported  at  fair  value.

Investments  are  recorded  at  the  lower of cost or market.  Any reductions in
market  value  below  cost  are  shown  as unrealized losses in the consolidated
statement  of  operations.


Inventory  Valuation
--------------------

Inventories  are stated at the lower of cost or market, cost being determined on
the  first  in,  first  out  (FIFO)  basis.

Equipment
---------

Fixed  assets  acquired  will  be  stated at cost.  Expenditures that materially
increase  the  life  of  the  assets  are capitalized.  Ordinary maintenance and
repairs  are  charged to expense as incurred.  When assets are sold or otherwise
disposed  of, the cost and the related accumulated depreciation and amortization
are  removed  from  the accounts and any resulting gain or loss is recognized at
that  time.  Depreciation  is computed primarily on the straight-line method and
accelerated method for financial statement purposes over the following estimated
useful  lives:
                                      F-9
<PAGE>

                                AMERIGROUP, INC.
                                ----------------
                          (A Development Stage Company)
                          -----------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                             AS OF DECEMBER 31, 2003
                             -----------------------
                                    (AUDITED)
                                    ---------


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


Computer  Equipment          5  Years
Furniture  &  Fixtures       7  Years
Office  Equipment            5  Years


The  depreciation  expense  for  the  twelve  months ended December 31, 2003 was
$6,187.

Intangible  Assets
------------------


The  Company  has  adopted SFAS No. 142, "Goodwill and Other Intangible Assets",
which requires that goodwill and other indefinite lived intangible assets are no
longer  amortized,  but  renewed  annually,  or  sooner if deemed necessary, for
impairment.  Under  guidance  from  SFAS  No. 142, management has no goodwill or
other  intangible  assets  as  of  December  31,  2003.

Compensated  Absences
---------------------

The  Company  has  made  no accrual for vacation or sick pay because the Company
does  not  provide for these benefits.  Therefore, the amount of compensation is
not  reasonably  estimable.

Summary  of  Non-Cash  Transactions
-----------------------------------

There  were non-cash transactions during the twelve-month period ending December
31,  2003  and  the  twelve-month  period  ending  December  31,  2002 and 2001,
respectively.  (See  Note  4)

Stock  Based  Compensation
--------------------------

The  Company  accounts for stock based compensation in accordance with SFAS 123,
"Accounting  for  Stock-Based  Compensation."  The  provisions of SFAS 123 allow
companies  to  either  expense  the  estimated fair value of stock options or to
continue  to  follow  the  intrinsic  value  method set forth in APB Opinion 25,
"Accounting  for  Stock Issued to Employees" (APB 25) but disclose the pro forma

effects  on  net  income (loss) had the fair value of the options been expensed.
The  Company has elected to continue to apply APB 25 in accounting for its stock
option incentive plans.  The Company has issued its common stock as compensation
to  non-employees.  The  Company measures the amount of stock-based compensation
based on the fair value of the equity instrument issued or the services or goods
provided as of the earlier of (1) the date at which an agreement is reached with
the non-employee as to the number of shares to be issued for performance, or (2)
the  date  at  which  the  non-employees'  performance  is  complete.

Dividend  Policy
----------------

The  Company  has  not  yet  adopted  any policy regarding payment of dividends.

                                     F-10
<PAGE>

                                AMERIGROUP, INC.
                                ----------------
                          (A Development Stage Company)
                          -----------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                             AS OF DECEMBER 31, 2003
                             -----------------------
                                    (AUDITED)
                                    ---------

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Income  Taxes
-------------

The  Company  experienced  losses  during the previous fiscal tax year reported.
The  Company  will  review its need for a provision for federal income tax after
each  operating  quarter.  The Company has adopted FASB No. 109, as discussed in
Note  6.

Revenue  and  Cost  Recognition
-------------------------------

The  company  plans on recognizing revenue using the accrual basis of accounting
and  will  thus  recognize  the  revenue  when  earned.

Research  and  Development
--------------------------

The  Company  expenses  its  research  and  development in the periods incurred.

Comprehensive  Income
---------------------

Statements  of  Financial  Accounting Standards No. 130, Reporting Comprehensive
Income  (SFAS  130), requires that total comprehensive income be reported in the
financial  statements.  The  Company  does  not  have any items considered to be
other  comprehensive  income  for the years ended December 31, 2003 and December
31,  2002  and  2001,  respectively.

Earnings  Per  Share  Calculations
----------------------------------

Basic  earnings  per  common  share,  ("EPS")  is  computed  by  dividing income
available to common stockholders by the weighted-average number of common shares
outstanding  for  the  period.  The  weighted-average  number  of  common shares
outstanding  for  computing basic EPS was 2,024,751, for the year ended December
31,  2003.  Diluted  EPS  reflects  the  potential  dilution that could occur if
securities  or other contracts to issue common stock were exercised or converted
into common stock.  The weighted-average number of common shares outstanding for
computing  diluted  EPS was equal to the basic earnings per share for the period
ended  December  31,  2003.

Statement  of  Cash  Flows
--------------------------

The  statement  of  cash  flows  classifies changes in cash and cash equivalents
according to operating, investing, or financing activities.  For purposes of the
statement  of  cash  flows,  the Company considers all highly liquid investments
purchased  with  maturity  of  three  months  or  less  to  be cash equivalents.

Advertising
-----------

Advertising  costs  are  expensed  when  incurred.  There  were  no  advertising
expenses  for  the  year  ended  December  31,  2003.

                                       F-11
<PAGE>
                                AMERIGROUP, INC.
                                ----------------
                          (A Development Stage Company)
                          -----------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                             AS OF DECEMBER 31, 2003
                             -----------------------
                                    (AUDITED)
                                    ---------
NOTE  3  -  RELATED  PARTY

Mobile  Scan's  Senior Executive Vice President, Freddy H. Gagon was held liable
in a state securities litigation resulting in a judgment issued on July 19, 1996
and  filed  with  the  clerk of court on October 21, 1996.  Case No. CV95-02582.
The  Superior Court of the State of Arizona in the County of Maricopa found that
Mr.  Gagon  had  not registered to sell securities, had received commissions and
partnerships  in  exchange for the sale of securities, and that the documents of
the  respective  entities  that  were  used to sell the securities made material
misrepresentations of fact.  Damages of $700,000 were awarded to the plaintiffs.
Mr.  Gagon has been permanently enjoined from selling unregistered or non-exempt
securities  within  the  state  of  Arizona.

The  officer's  of  the  company  assisted  in  performing additional duties for
services  above  and  beyond  their employment contract for the company and were
paid  for  such services.  For the period ending December 31, 2003, the officers
did  not  perform  any  additional  services.

An  officer  of  the  Company,  Gary  Whiting  has made loans to the company for
operations and expenses.  On December 14, 2002, Mr. Whiting, exchanged the land,
whose  value on the books was $90,000, with a third party for more loans for the
company  against  the  loans  due  to him.  The land was made up of 6 parcels at
$15,000  each.


NOTE  4  -  STOCKHOLDERS'  EQUITY

Stock  Issuances
-----  ---------

A  chronological  history  of  Stockholders'  Equity  is  as  follows:

Amerigroup,  Inc.
-----------------

June  13,  2001  -  Amerigroup,  Inc.  incorporated  in  Nevada.  The Company is
authorized  to  issue  500,000,000 shares of its $0.0001 par value common stock.

April  24, 2001 through October 8, 2001 - Amerigroup Inc. sold $228,680 worth of
stock  (264,025,000  shares)  to  13  different investors with $26,403 as common
stock  and  $202,278  as  additional paid in capital, through 504 series A stock
offering.

January 7, 2002 through November 8, 2003 - Amerigroup Inc. sold $1,670,400 worth
of  stock  (12,393,600  shares)  to 67 different investors with $1,239 as common
stock  and  $1,669,161  as  additional paid in capital, through two 506 series B
stock  offerings.

In  2001,  261,595,000 shares of common stock were issued for cash in the amount
of  $269,800.  Of  the  total  amount, $26,097 was common stock and $275,784 was
additional  paid  in  capital.

In 2001, 6,794,000 shares of common stock were issued for services in the amount
of  $130,300.  Of  the  total  amount,  $510  was  common stock and $129,791 was
additional  paid  in  capital.
                                      F-12
<PAGE>

                                AMERIGROUP, INC.
                                ----------------
                          (A Development Stage Company)
                          -----------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                             AS OF DECEMBER 31, 2003
                             -----------------------
                                    (AUDITED)
                                    ---------

In  2002,  261,595,000 shares of common stock were issued for cash in the amount
of  $323,788.  Of  the  total  amount,  $680  was  common stock and $668,683 was
additional  paid  in  capital.

NOTE  4  -  STOCKHOLDERS'  EQUITY  (CONTINUED)

In  2002,  375,000 shares of common stock were issued for services in the amount
of  $37,538.  Of  the  total  amount,  $38  was  common  stock  and  $37,500 was
additional  paid  in  capital.

In  2003,  250,000  shares of common stock were issued for cash in the amount of
$269,800.  Of  the total amount, $25 was common stock and $24,975 was additional
paid  in  capital.

Worldgroup,  Inc.
----------------

May  24,  2001  -  Worldgroup,  Inc.  incorporated  in  Nevada.  The  Company is
authorized  to  issue  500,000,000 shares of its $0.0001 par value common stock.

January  17,  2001  and April 16, 2001 - Worldgroup, Inc. sold $165,021 worth of
stock  (250,000,000  shares)  to  39  different investors with $25,000 as common
stock  and  $140,021  as additional paid in capital, through 504 stock offering.

In  2001,  234,804,000 shares of common stock were issued for cash in the amount
of  $127,751.  Of  the  total  amount, $23,480 was common stock and $104,271 was
additional  paid  in  capital.

In  2001,  375,000 shares of common stock were issued for services in the amount
of  $538.  Of  the  total  amount,  $1,470  was  common  stock  and  $35,750 was
additional  paid  in  capital.

In  2001,  14,696,000 shares of common stock were issued for compensation in the
amount  of $50.  Of the total amount, $50 was common stock and $0 was additional
paid  in  capital.

Mobilescan,  Inc.
-----------------

September  27,  2002  -  Mobilescan, Inc. incorporated in Nevada. The Company is
authorized  to  issue  500,000,000 shares of its $0.0001 par value common stock.

July 1, 2001 and October 8, 2001 - Mobilescan, Inc. sold $199,000 worth of stock
(10,200,000  shares)  to  15 different investors with $1,020 as common stock and
$197,980  as  additional  paid  in  capital,  through  504  stock  offering.

August  13, 2002 and November 12, 2002 - Mobilescan, Inc. sold $292,500 worth of
stock (2,925,000 shares) to 17 different investors with $293 as common stock and
$292,207  as  additional  paid  in  capital,  through  506  stock  offering.

NOTE  5  -  GOING  CONCERN

The  company's  financial  statements  are prepared using the generally accepted
accounting  principles  applicable  to  a  going  concern,  which  assumes  the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  However,  the  Company  has no significant source of

                                       F-13
<PAGE>
                                AMERIGROUP, INC.
                                ----------------
                          (A Development Stage Company)
                          -----------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                             AS OF DECEMBER 31, 2003
                             -----------------------
                                    (AUDITED)
                                    ---------

revenue. Without
realization  of  additional  capital,  it  would  be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital.

NOTE  6  -  WARRANTS  AND  OPTIONS

As  of December 31, 2003 and December 31, 2002 and 2001, respectively, 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  7  -  MINORITY  INTEREST  IN  EARNINGS

As  of  December  31,  2002  and  2001, respectively, Amerigroup, Inc. held a 0%
interest  in  Worldgroup,  Inc.

As  of  December  31,  2002  and 2001, respectively, Amerigroup, Inc. held a 91%
interest  in  Mobilescan,  Inc.


NOTE  8  -  RECENT  PRONOUNCEMENTS

In  April 2002, the Financial Accounting Standards Board released SFAS 145 which
is  to  be applied starting with fiscal years beginning after SFAS 145 eliminate
SFAS 4 "Reporting Gains and Losses from Extinguishments of Debt" and thus allows
for  only  those  gains  or  losses on the extinguishments of debt that meet the
criteria  of  extraordinary  items  to  be  treated  as  such  in  the financial
statements.  SFAS  No.  145  also  amends  SFAS  13,  "Accounting for Leases" to
require  sale-leaseback  accounting  for  certain  lease modifications that have
economic  effects that are similar to sale-leaseback transactions.  The adoption
of  SFAS  No.  145  had no effect on the Company's reported financial positions,
results  of  operations  or  cash  flows.

In  June  2002, the Financial Accounting Standards Board released SFAS 146 which
is  to  be applied starting with fiscal years beginning after December 31, 2002.
SFAS 146 addresses significant issues regarding the recognition, measurement and
reporting  of  costs  that  are  associated  with  exit and disposal activities,
including  restructuring activities that are currently accounted for pursuant to
the  guidance  set  forth  in  EITF  Issue  No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity".  The
Company will adopt this standard as required on January 1, 2003. Adoption of the
standard  is  not  expected to have a material financial statement impact on the
Company.

In  October  2002,  the  Financial  Accounting Standards Board released SFAS 147
which  is to be applied starting with transactions occurring on or after October
1,  2002.  SFAS  147  addresses  Acquisitions of Certain Financial Institutions,
along  with  amending previous SFAS issuances.  The provisions of this Statement
that  relate  to the application of the purchase method of accounting applies to
all  acquisitions  of financial institutions, except transactions between two or
more  mutual  enterprises.  The  provisions of this Statement that relate to the
application  of  Statement  144 apply to certain long-term customer-relationship
intangible  assets  recognized  in  an  acquisition  of a financial institution,
including  those  acquired  in  transactions  between  mutual

                                      F-14
<PAGE>

                                AMERIGROUP, INC.
                                ----------------
                          (A Development Stage Company)
                          -----------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

                             AS OF DECEMBER 31, 2003
                             -----------------------
                                    (AUDITED)
                                    ---------
enterprises.  The
Company has adopted this standard as required.  Adoption of this standard is not
expected  to  have  a  material  financial  statement  impact  on  the  Company.

NOTE  8  -  RECENT  PRONOUNCEMENTS  (CONTINUED)

In  December  2002, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  (SFAS)  No.  148,  "Accounting for Stock-Based
Compensation,  Transition  and  Disclosure."  SFAS  No. 148 provides alternative
methods  of  transition for a voluntary change to the fair value based method of
accounting  for  stock-based  employee  compensation. SFAS No. 148 also requires
that  disclosures  of  the  pro  forma  effect of using the fair value method of
accounting  for  stock-based employee compensation be displayed more prominently
and  in  a tabular format. Additionally, SFAS No. 148 requires disclosure of the
pro  forma  effect  in  interim  financial statements. The transition and annual
disclosure  requirements  of SFAS No. 148 are effective immediately. The interim
disclosure  requirements  are  effective  for  the  first  quarter  of 2003. The
adoption of SFAS No. 148 did not have a material effect on the Company's results
of  operations  or  financial  condition.

In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46  (FIN  46),
"Consolidation  of  Variable  Interest Entities, an Interpretation of Accounting
Research Bulletin No. 51." FIN 46 requires certain variable interest entities to
be consolidated by the primary beneficiary of the entity if the equity investors
in  the  entity  do  not  have  the  characteristics  of a controlling financial
interest  or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
FIN  46  is effective for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to  February  1,  2003,  the  provisions of FIN 46 must be applied for the first
interim  or  annual  period  beginning  after  June  15,  2003. Adoption of this
standard  is  not  expected to have a material financial statement impact on the
Company.
                                      F-15
<PAGE>


                             PARA MAS INTERNET, INC.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2003

                                   (AUDITED)

                (With Report of Independent Accountant's Thereon)

                                     F-16
<PAGE>

TABLE OF CONTENTS

Independent Accountant's Report                                F-18

Financial statements

Balance sheet                                                  F-19

Statements of Income and Accumulated Deficit                   F-20

Statement of Changes in Stockholders' Equity                   F-21

Statements of cash flows                                       F-22

Notes to financial statements                                  F-23  -  F-28

                                        F-17

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



To  the  Board  of  Directors  of
Para  Mas  Internet,  Inc.


We  have  audited  the  accompanying balance sheet of Para Mas Internet, Inc. (a
Nevada Corporation) as of December 31, 2003, and the related statement of income
and  accumulated  deficit  from July  1, 2003 to  December  31, 2003, changes in
stockholders'  equity,  and   cash flows for  the  six months ended December 31,
2003.  All   information   included  in   these  financial   statements  is  the
representation  of the management of Para Mas Internet, Inc.  Our responsibility
is  to express an opinion on these financial statements based on our audit.  The
Financial Statements of Para Mas Internet, Inc. as of June 30, 2003, was audited
by  other accountants, whose report dated August 2003, stated that they were not
aware  of  any material modifications that should be made to those statements in
order for them to be in conformity with generally accepted accounting principles
in  the  United  States  of  America.

We  conducted our audit in accordance with generally accepted auditing standards

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  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Para Mas Internet, Inc. as of
December  31,  2003, and the result of its operations and its cash flows for the
periods  ended  December  31,  2003,  in  accordance  with  generally  accepted
accounting  principles  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  disclosed in Note 1 to the financial
statements,  the  Company  has  had limited operations and has not established a
long-term source of revenue.  This raises substantial doubt about its ability to
continue  as  a going concern.  Management's plan in regards to these matters is
also  described  in  Note  1.  The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

CFO  Advantage,  Inc.

June  9,  2004
Las  Vegas,  Nevada

                                      F-18
<PAGE>

                             PARA MAS INTERNET, INC.
                                ----------------
                                BALANCE SHEETS
                                --------------
                            AS OF DECEMBER 31, 2003
                            -----------------------
                                    AUDITED

                                    -------


<TABLE>
<CAPTION>

ASSETS
<S>                                                             <C>           <C>
                                                                 (Audited)     (Audited)
                                                                 12/31/2003     6/30/2003
                                                                ------------  ------------
CURRENT ASSETS
   Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         -   $         -
                                                                -----------   -----------
      Total current assets . . . . . . . . . . . . . . . . . .            -             -
                                                                -----------   -----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation. . . .            -             -

OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .            -             -
                                                                -----------   -----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .  $         -   $         -
                                                                ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable. . . . . . . . . . . . . . . . . . . . . .  $         -   $         -
   Notes payable . . . . . . . . . . . . . . . . . . . . . . .       15,000        15,000
   Accrued expenses  . . . . . . . . . . . . . . . . . . . . .        5,319         5,319
   Preferred stock dividends payable . . . . . . . . . . . . .       21,000        21,000
                                                                -----------   -----------
      Total current liabilities. . . . . . . . . . . . . . . .       41,319        41,319
                                                                ------------  ------------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . .       41,319        41,319
                                                                -----------   -----------
STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, $0.001 par value, 100,000,000 shares
   authorized, 48,294,395 shares issued and outstanding as of
  December 31, 2003. . . . . . . . . . . . . . . . . . . . . .       48,295        48,295
Additional paid in capital . . . . . . . . . . . . . . . . . .    1,817,932     1,817,932
Preferred stock,authorized 10,000,000 shares,
  60,000 shares issued . . . . . . . . . . . . . . . . . . . .       60,000        60,000
Additional paid in capital - preferred stock . . . . . . . . .            -             -
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . .   (1,967,546)   (1,967,546)
                                                                -----------   -----------
      Total stockholders' equity (deficit) . . . . . . . . . .    1,926,227     1,926,227
                                                                -----------   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . .  $ 1,967,546   $ 1,967,546
                                                                ===========    ==========
     The accompanying independent accountants review report and notes to financial statements
               should be read in conjunction with this Balance Sheet.

</TABLE>
                                      F-19
<PAGE>

                             PARA MAS INTERNET, INC.
                                ----------------
                  STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                                --------------
                             FOR SIX MONTHS ENDED
                             --------------------
                               DECEMBER 31, 2003
                            -----------------------
                                   AUDITED
                                   -------



<TABLE>
<CAPTION>

<S>                                             <C>                 <C>

                                                 (Audited)           (Audited)
                                                July 1, 2003        July 1, 2002
                                                      to                  to
                                                December 31, 2003   June 30, 2003
                                                -----------------   -------------

REVENUES . . . . . . . . . . . . . . . . . . .  $               -   $           -
COST OF REVENUES . . . . . . . . . . . . . . .                  -               -
                                                -----------------   -------------
GROSS PROFIT (LOSS). . . . . . . . . . . . . .                  -               -
                                                ------------------  --------------

EXPENSES:
   General and administrative. . . . . . . . .                  -               -
   Depreciation. . . . . . . . . . . . . . . .                  -               -
                                                -----------------   -------------
      Total expenses . . . . . . . . . . . . .                  -               -
                                                ------------------  --------------

Operating income (loss). . . . . . . . . . . .                  -               -
                                                -----------------   -------------
OTHER INCOME (EXPENSE)
   Other expenses. . . . . . . . . . . . . . .                  -         (1,050)
                                                -----------------   -------------
      Total other income (expense) . . . . . .                  -         (1,050)
                                                -----------------   -------------

LOSS FROM OPERATIONS BEFORE AND
PREFERRED STOCK DIVIDENDS. . . . . . . . . . .                  -               -

PROVISION FOR INCOME (TAX) BENEFIT . . . . . .                  -               -
                                                -----------------   -------------

NET INCOME (LOSS). . . . . . . . . . . . . . .                  -         (1,050)

PREFERRED STOCK DIVIDENDS. . . . . . . . . . .                  -           4,200
                                                -----------------   -------------

NET LOSS AVAILABLE TO COMMON
SHAREHOLDERS . . . . . . . . . . . . . . . . .   $              -    $     (5,250)
                                                ==================  ==============
LOSS PER SHARE BASIC AND DILUTED . . . . . . .   $          (0.00)   $      (0.00)
                                                ==================  ==============
ACCUMULATED DEFICIT, beginning of period . . .         (1,967,546)     (1,967,546)
                                                ------------------  --------------
ACCUMULATED DEFICIT, end of period . . . . . .   $     (1,967,546)   $ (1,968,596)
                                                ==================  ==============

PER SHARE INFORMATION:

Basic and dilulted Weighted average Number of
Shares Outstanding . . . . . . . . . . . . . .         48,294,395      44,127,695
                                                =================   =============
     The accompanying independent accountants review report and notes to financial statements
               should be read in conjunction with these Statements of Income and
                               Accumulated Deficit.

</TABLE>
                                     F-20
<PAGE>

                             PARA MAS INTERNET, INC.
                                ----------------
                   STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
                                --------------
                            AS OF DECEMBER 31, 2003
                            -----------------------
                                   AUDITED
                                   -------

<TABLE>
<CAPTION>
<S>                    <C>         <C>       <C>      <C>         <C>          <C>            <C>
                                             Pre-     Pre-
                       Common      Common    ferred   ferred
                       Stock       Stock     Stock    Stock       Paid-in      Accumulated    Total
                       Shares      Amount    Shares   Amount      Capital       (Deficit)     Equity
                       ----------  --------  -------  ----------  ----------   -------------  ------------
Balances at
June 30, 2001 . . . .  44,127,570  $ 44,128   60,000  $   60,000  $1,411,749   $ (1,546,696)  $   (30,819)

Preferred stock
   dividend payable .           -         -        -           -      (4,200)             -        (4,200)

Shares issued in
   exchange for
   cash in July 2001
   at $.03 per
   share . . . . . .    4,166,667     4,167        -           -     120,833              -       125,000

4,166,667 stock
   options issued in
   7/1/2001 valued at
   $0.0705 per
   stock option in
   exchange for
   services. . . . . .          -         -        -           -     293,750              -       293,750

Rounding. . . . . . .         158         -        -           -           -              -

Loss for the
year ended
June 30, 2002 . . . .           -         -        -           -           -       (419,800)     (419,800)
                       ----------  --------  -------  ----------  ----------   -------------  ------------
Balance at
June 30, 2002 . . . .  48,294,395    48,295   60,000      60,000   1,822,132     (1,966,496)      (36,069)
Preferred stock
dividend payable. . .           -         -        -           -      (4,200)             -        (4,200)

Loss for the
year ended
June 30, 2003 . . . .           -         -        -           -           -         (1,050)       (1,050)
                       ----------  --------  -------  ----------  ----------   -------------  ------------
Balance at
June 30, 2003 . . . .  48,294,395    48,295   60,000      60,000   1,817,932     (1,967,546)      (41,319)

Loss for the
year ended
December 31,
2003                            -         -        -           -           -              -             -
                       ----------  --------  -------  ----------  ----------   -------------  ------------
Balance at
December 31,
2003                   48,294,395  $ 48,295   60,000  $   60,000   $ 1,817,932   $(1,968,596)  $  (41,319)
                       ==========  ========   ======  ==========   ============ ==============  ===========
     The accompanying independent auditors review report and notes to financial statements
               should be read in conjunction with this Statement of Changes in
                               Stockholders Equity.

</TABLE>
                                      F-21
<PAGE>

                             PARA MAS INTERNET, INC.
                                ----------------
                            STATEMENTS OF CASH FLOWS
                                --------------
                             FOR SIX MONTHS ENDED
                             --------------------
                               DECEMBER 31, 2003
                            -----------------------
                                    AUDITED
                                    -------


<TABLE>
<CAPTION>
<S>                                                                <C>           <C>
                                                                   Six  Months      Twelve Months
                                                                       Ended            Ended
                                                                     12/31/2003       6/30/2003
                                                                   ------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income / (Loss) from Operations . . . . . . . . . . . . . .  $          -  $       (1,050)
  Adjustments to reconcile net income
     to net cash provided
  Change in assets and liabilities:
  Increase (decrease) in accounts payable and accured liabilities             -           1,050
  Depreciation 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 INFORMATION
  Cash paid during the year for interest. . . . . . . . . . . . .  $          -  $            -
                                                                   ============  ===============
  Cash paid during the year for taxes . . . . . . . . . . . . . .  $          -  $            -
                                                                   ============  ===============
  Preferred stock dividends payable . . . . . . . . . . . . . . .  $      4,200  $        4,200
                                                                   ============  ===============
  Stock options issued in exchnage for services . . . . . . . . .  $          -  $            -
                                                                   ============  ===============
     The accompanying independent accountants review report and notes to financial statements
               should be read in conjunction with these Statements of Cash Flows.


</TABLE>
                                     F-22
<PAGE>

                            PARA MAS INTERNET, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2003
                                   AUDITED


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  December  31, 2003 the Company has an accumulated deficit of
$1,967,546.

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  $ 0
during  the  period  ended  December 31, 2003. The Company's current liabilities
exceeded  its  current  assets  by  $41,319.

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  December  31,  2003.

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.

                                      F-23
<PAGE>
                             PARA MAS INTERNET, INC.
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENTS


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.


ComprehensiveIncome  -  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

Segment  Information  -  The  Company  adopted Statement of Financial Accounting
Standards  No.  131,  Disclosures  about  Segments  of an Enterprise and Related
Information  ("SFAS 131") in the year ended December 31, 1998. SAFAS establishes
standards  for  reporting  information  regarding  operating  segments in annual
financial statements and requires selected  information  for  those  segments to
be  presented  in  interim financial  reports  issued  to stockholders. SFAS 131
also  establishes  standards  for  related  disclosures  about  products  and
services  and  geographic areas. Operating segments are identified as components
of  an  enterprise  about  which  separate  discrete  financial  information  is
available  for  evaluation  by  the  chief operating decision maker, or decision
making  group,  in  making  decisions  how  to  allocate  resources  and  assess
performance. The information disclosed herein, materially  represents all of the
financial  information  related  to  the  Company's principal operating segment.

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
                                      F-24
<PAGE>
                             PARA MAS INTERNET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



1.  SUMMARY  OF  ACCOUNTING  POLICIES  (CONTINUED)

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  March  31,  2004.

Foreign  CurrencyTranslation  -  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.

New Accounting Pronouncements - In July 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards No.141, Business
Combinations"  (SFAS  No.  141), and Statement of Financial Accounting Standards
No.  142,  "Goodwill and Other Intangible Assets" (SFAS No.  142). The FASB also
issued  Statement  of  Financial  Accounting  Standards No. 143, "Accounting for
Obligations  Associated with the Retirement of Long-Lived Assets" (SFAS No.143),
and  Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting for
the  Impairment  or  Disposal  of Long-Lived Assets"(SFAS No. 144) in August and
October  2001,  respectively.

SFAS  No.  141  requires  the  purchase  method  of  accounting  for  business
combinations  initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interest  method. The adoption of SFAS No. 141 had no material impact
on  the  Company's  consolidated  financial  statements.


Effective  January  1,  2002,  the  Company  adopted SFAS No. 142. Under the new
rules,  the Company will no longer amortize goodwill and other intangible assets
with  indefinite  lives, but such assets will be subject to periodic testing for
impairment.  On  an annual basis, and when there is reason to suspect that their
values  have  been  diminished  or  impaired,  these  assets  must be tested for
impairment,  and  write-downs  to  be included in results from operations may be
necessary.  SFAS  No.142  also  requires  the Company to complete a transitional
goodwill  impairment  test  six  months  from  the  date  of  adoption.

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  years ended December 31, 2003,
respectively.  The  aggregate  unpaid  Series  B  Preferred  Stock  dividends at
December  31,  2003  is  $21,000  (see  Note  9).

                                       F-25
<PAGE>
                             PARA MAS INTERNET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS




2.  CAPITAL  STOCK  (CONTINUED)

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.

In  July 2001, the Company issued a total of 4,166,667 shares of common stock in
exchange  for  exercised  options  with an exercise price of $.03 per share (see
Note  3).

3.     STOCK  OPTIONS

The  following  table  summarizes  the  changes  in  options outstanding and the
related  prices  for  the  shares  of  the  Company's common stock issued to the
Company consultants. These options were granted in lieu of cash compensation for
services  performed.

<TABLE>

<CAPTION>

                      OPTIONS OUTSTANDING                                OPTIONS EXERCISABLE
-----------------------------------------------------------------  --------------------------------
Weighted                Weighted
                                               Weighted Average     Average                Average
Exercise                     Number         Remaining Contractual   Exercise    Number     Exercise
--------------------  --------------------  ----------------------  --------  -----------  --------
<S>                   <C>                   <C>                     <C>       <C>          <C>

Prices                Outstanding           Life (Years)            Price     Exercisable  Price
--------------------  --------------------  ----------------------  --------  -----------  --------
 $                                                                  $
--------------------  --------------------  ----------------------  --------  -----------  --------


</TABLE>

Transactions  involving  options  issued  to  non-employees  are  summarized  as
follows:

<TABLE>
<CAPTION>

<S>                           <C>                <C>
                                                 Weighted Average
                              Number of Shares   Price Per Share
                              -----------------  ----------------
Outstanding at July 1, 2001.                 0   $           0.00
   Granted . . . . . . . . .         4,166,667               0.03
   Exercised . . . . . . . .        (4,166,667)              0.03
   Canceled or expired . . .                 0               0.00
----------------------------  -----------------  ----------------
Outstanding June 30, 2002. .                 0               0.00
    Granted. . . . . . . . .                 0               0.00
    Exercised. . . . . . . .                 0               0.00
    Canceled or expired. . .                 0               0.00
----------------------------  -----------------  ----------------
Outstanding at June 30, 2003                 0               0.00
----------------------------  -----------------  ----------------
</TABLE>

The  estimated  value of the options granted to consultants was determined using
the  Black-Scholes  option  pricing  model  and  the  following  assumptions:
contractual  term  of 3.3 months, a risk free interest rate of 4.0 %, a dividend
yield  of  0%  and  volatility  of  50%.  The  amount  of the expense charged to
operations  in  connection  with granting the options was $ 293,750 during 2002.

                                       F-26

<PAGE>


                             PARA MAS INTERNET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS




4.    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 $5,319 at
December  31,  2003  (see  Note  9).

5.    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.

For  income tax reporting purposes, the Company's aggregate unused net operating
losses  approximate  $1,900,000,  expiring  in the year 2021 that may be used to
offset  future  taxable  income.  The  Company  has provided a valuation reserve
against  the full amount of the net operating loss benefit, since in the opinion
of  management based upon the earnings history of the Company, it is more likely
than not that  the benefits will not be realized.  Due to significant changes in
the  Company's ownership, the Company's future use of its existing net operating
losses  may  be  limited.

Components  of  deferred  tax  assets  as  of  December 31, 2003 are as follows:
<TABLE>
<CAPTION>

<S>                                 <C>
Non-Current:
  Net operating loss carry forward  $ 660,000
Valuation  allowance . . . . . . .   (660,000)
                                    ----------
  Net deferred tax asset . . . . .  $       0
</TABLE>

6.    LOSSES  PER  COMMON  SHARE

The  following  table  presents  the  computation  of basic and diluted loss per
share:
<TABLE>
<CAPTION>

<S>                                         <C>           <C>
                                            December 31, 2003   June 30, 2003
                                            -----------------  -------------
Net loss available for common shareholders  $           (.00)  $     (5,250)
------------------------------------------  -----------------  -------------
Basic and fully diluted loss per share . .  $           (.00)  $       (.00)
------------------------------------------  -----------------  -------------
Weighted average common shares outstanding  $      48,294,395   $ 44,127,695
------------------------------------------  -----------------  -------------
</TABLE>



Net  loss per share is based upon the weighted average of shares of common stock
outstanding.

7.   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.
                                      F-27
<PAGE>

                             PARA MAS INTERNET, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS




8.   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  $1,967,546. 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.

9.   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 7) 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 4) 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  and  accrued dividends (see Note 2) in exchange for
240,000  shares  of  the  Company's  restricted  common  stock.

                                    F-28
<PAGE>

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

As  of February 18, 2004, the auditor-client relationship between the Registrant
and  Russell  Bedford Stefanou Mirchandani LLP of McLean, Virginia ("RBSM"), had
been  terminated  by  the  Registrant.  The  termination  was not recommended or
approved  by  the board of directors of the Registrant.  The Registrant does not
have  an  audit  or similar committee.  RBSM had been serving as the independent
accountant  for  the Registrant engaged as the principal accountant to audit the
Registrant's  financial  statements.  The  report of RBSM dated August 20, 2003,
with  respect to its audit of the balance sheet of the Registrant as of June 30,
2003,  and  the related statements of losses, deficiency in stockholders' equity
and  cash  flows for the two years in the period then ended, stated that certain
factors  listed  in  the  report raised substantial doubt about the Registrant's
ability  to  continue  as  a  going  concern.  Otherwise, no report of RBSM with
respect  to  any  financial  statement  of  the  Registrant contained an adverse
opinion  or  a  disclaimer  of  opinion,  or  was  qualified  or  modified as to
uncertainty,  audit  scope,  or  accounting principles.  Furthermore, during the
Registrant's  two  most recent fiscal years and, without limitation, the interim
period from June 30, 2003, the date of the last audited financial statements, to
February 18, 2004, the date of termination, RBSM and the Registrant have not had
any disagreements on any matter of accounting principles or practices, financial
statement  disclosure,  or  auditing  scope  or  procedure.

During  the  Registrant's  two most recent fiscal years and, without limitation,
the  interim  period  from June 30, 2003, the date of the last audited financial
statements,  to  February  18,  2004,  the  date  of  termination, RBSM has not:
-     Advised  the  Registrant  that  the  internal  controls  necessary for the
Registrant  to  develop  reliable  financial  statements  do  not  exist;
-     Advised  the Registrant that information has come to RBSM's attention that
has led it to no longer be able to rely on management's representations, or that
has made it unwilling to be associated with the financial statements prepared by
management;
-     Advised  the  Registrant  of the need to expand significantly the scope of
its  audit,  or  that  information  has come to RBSM's attention during the time
period  to  which  this paragraph applies, that if further investigated may; (i)

materially  impact  the  fairness  or reliability of either: a previously issued
audit report or the underlying financial statements; or the financial statements
issued  or  to be issued covering the fiscal period(s) subsequent to the date of
the  most  recent  financial  statements  covered  by an audit report (including
information  that  may  prevent it from rendering an unqualified audit report on
those  financial  statements,  or  (ii)  cause  RBSM  to be unwilling to rely on
management's  representations  or  be associated with the Registrant's financial
statements;  and  due  to  RBSM's termination (due to audit scope limitations or
otherwise)  or  for  any  other  reason,  expanded  the scope of RBSM's audit or
conduct  such  further  investigation;  or

                                   -12-
<PAGE>

-     Advised  the Registrant that information has come to RBSM's attention that
it  has concluded materially impacts the fairness or reliability of either (i) a
previously  issued  audit report or the underlying financial statements, or (ii)
the  financial  statements  issued or to be issued covering the fiscal period(s)
subsequent  to  the  date  of the most recent financial statements covered by an
audit  report  (including  information  that,  unless  resolved  to  RBSM's
satisfaction,  would  prevent  it  from rendering an unqualified audit report on
those  financial  statements);  and  due  to RBSM's termination or for any other
reason,  the  issue  has  not  been resolved to RBSM's satisfaction prior to its
termination.

As  of  February  18,  2004,  the  Registrant engaged CFO Advantage, Inc. of Las
Vegas,  Nevada,  as  the  independent accountant for the Registrant to audit the
Registrant's  financial  statements.  Prior  to  engaging  the  new  accountant,
neither the Registrant nor any one on the Registrant's behalf consulted with the
new accountant on any matter.  The Registrant has obtained the review by the new
accountant  of this disclosure and has attached a letter from the new accountant
as  exhibit  16.1.


ITEM  8A:  CONTROLS  AND  PROCEDURES

As  required  by  Rule  13a-14  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer.  Based upon that evaluation, our Chief Executive Officer and
Chief  Financial  Officer  concluded that our disclosure controls and procedures
are  effective in timely alerting management to material information relating to
us  which  is  required  to be included in our periodic SEC filings.  There have
been  no  significant  changes in our internal controls or in other factors that
could  significantly  affect internal controls subsequent to the date we carried
out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.
                                    -13-
<PAGE>

                                    PART III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

Our  executive  officers and directors and their respective ages as of September
17,  2004  are  as  follows:

DIRECTORS:
<TABLE>
<CAPTION>
<S>                                       <C>    <C>      <C>
Name of Director . . . . . . . . . . . .  Age
----------------------                    -----
Gary Whiting                               48

EXECUTIVE OFFICERS:

Name of Officer. . . . . . . . . . . . .  Age    Office
--------------------                      -----  -------
Gary Whiting                               48    President
                                                 Principal Executive Officer
                                                 Principal Accounting Officer
                                                 Principal Financial Officer
                                                 Secretary/treasurer
</TABLE>

Mr.  Whiting  became  an officer and a director of Para Mas on or about February
11,  2004.  He  is  an  entrepreneur  having  both  a  legal  and  a  management
background.  Mr.  Whiting  graduated from BYU Law School with a Master in Public
Administration  in  1988.  Mr. Whiting served as Legislative Counsel to the Utah
State  Legislature from 1998 to 1990.  From 1998 to September, 2001, Mr. Whiting
served  as president and CEO of WorldGroup, Inc., a holding company for Internet
and  technology  based  companies.  From  September,  2001  to  the present, Mr.
Whiting  has  been the president and CEO of AmeriGroup, the operating subsidiary
of  Para  Mas.  Mr.  Whiting  has been the manager of a scanning company and has
practiced  law  since  1989.

TERM  OF  OFFICE

Our  Directors are appointed for terms of one year to hold office until the next
annual  general  meeting  of the holders of our common stock, as provided by the
Nevada  Revised  Statutes,  or  until removed from office in accordance with our
bylaws.  Our  officers  are  appointed by our board of directors and hold office
until  removed  by  the  board.

SIGNIFICANT  EMPLOYEES

We have no significant employees other than the officers and directors described
above.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

                                    -14-
<PAGE>

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:
                                Number     Transactions   Known Failures
                                Of  late    Not Timely     To  File  a
Name and principal position     Reports      Reported     Required Form
---------------------------     -------      --------     --------------

Don  McFadyen                     0             0               1

Mary  Wiens                       0             0               1


ITEM  10.  EXECUTIVE  COMPENSATION

COMPENSATION

The  following  table  sets  forth  certain  information  as to our officers and
Directors.

                             Annual  Compensation  Table

                        Annual  Compensation        Long  Term  Compensation
                    -------------------------      -----------------------
                                           Other                            All
                                           Annual                          Other
                                           Com-                             Com-
                                           pen-   Restricted                pen-
                  Fiscal                   sa-    Stock   Options/  LTIP    sa-
Name    Title     Year      Salary   Bonus tion   Awarded SARs(#) payouts($)tion
----    -----     --------- -------- ----- ------ ------- ------- --------- ----
Gary     Pres.
Whiting  and     2003       $15,000   0     0       0       0       0       0
         Dir.               $    0    0     0       0       0       0       0


Employment  Agreements

No  officer or director has an employment agreement with Para Mas at the present
time.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following table provides the names and addresses of each person known to us
to  own  more  than 5% of our outstanding common stock as of September 17, 2004,
and  by  Mr.  Whiting  who is our sole officer and director at the present time.
All  shares  are  owned  directly.

                                                         Percentage of Common
                                                       Stock Beneficially Owned
                                                       ------------------------
                Name and Address     Amount and Nature    Prior to  After
Title of Class  of Beneficial Owner  of Beneficial Owner  Offering  Offering(1)
------------------------------------------------------------------------------
Common Stock    Gary Whiting         181,506,778 shares     64.5%    60.3%
                1337 S. Gilbert Road
                Mesa, Arizona  85204

Common Stock    All Officers and     181,506,778 shares     64.5%    60.3%
                Directors as a Group
                (1 person)
------------------------------------------------------------------------------
(1)     The  percentage  calculations  in  this  column are based on 281,248,039
shares outstanding and assume that the entire offering by Para Mas of 20,000,000
shares  will  be  sold.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  April  12, 2004, Para Mas acquired 100% of the issued and outstanding shares
of  AmeriGroup,  Inc.,  a  Nevada  corporation.  The  business  operations  of
AmeriGroup, Inc. now constitute all of the business operations of Para Mas.  Our
president,  Gary  Whiting received beneficial ownership of 181,506,775 shares of
common  stock  of  Para  Mas  in  the  transaction.

                                     PART IV

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Reports  on  Form  8-K

The  Company  filed  no current reports on Form 8-K during the transition period
ended  December  31,  2003.

(b)  Exhibits

31.1     Certification  of CEO and CFO pursuant to Securities Exchange Act rules
13a-15  and  15d-15(c)  as adopted pursuant to section 302 of the Sarbanes-Oxley
act  of  2002.
32.1     Certification  of  CEO  and  CFO pursuant to 18 U.S.C. section 1350, as
adopted  pursuant  to  section  906  of  the  Sarbanes-Oxley  act  of  2002.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT  FEES

The  aggregate fees billed by our auditors for professional services rendered in
connection  with the audit of our financial statements for the transition period
ended  December  31,  2003  was  $10,000.00.

AUDIT-RELATED  FEES

Our auditors did not bill any additional fees for assurance and related services
that  are  reasonably  related  to the performance of the audit or review of our
financial  statements.

TAX  FEES

The  aggregate  fees  billed  by  our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 for the transition period ended
December  31,  2003.

ALL  OTHER  FEES

The aggregate fees billed by our auditors for all other non-audit services, such
as  attending  meetings  and  other  miscellaneous financial consulting, for the
transition  period  ended  December  31,  2003  were  $0.


                                 SIGNATURES


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


PARA  MAS  INTERNET,  INC.


By:  /s/ Gary Whiting
     --------------------------------------

     Gary Whiting, CEO
     Date: September 17, 2004


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



By:  /s/ Gary Whiting
     ------------------------------------------

     Gary  Whiting
     Principal  Executive  Officer
     Principal  Financial  Officer
     Principal  Accounting  Officer
     Director
     Date:     September  17,  2004