**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 
 **FORM
10KSB**
 
 [X]
    ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
fiscal year ended December 31, 2004
 
 [
]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
transition period from _________ to ____________
 
 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 incorporation or organization)
    (I.R.S.
      Employer Identification)
 
 
 **700
      North Neely Road, Suite 19, Gilbert, Arizona**
    **85233**(Address
      of principal executive offices)
    (Zip
      Code)
 
 Registrant’s
telephone number **(866)
321-7898**
 
 Securities
registered pursuant to Section 12(b) of the Act: none
 
 Securities
registered pursuant to Section 12 (g) of the Act: common stock
 
 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. [ **X** ] Yes [
] 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. [ ]
 
 State
issuer’s revenues for its most recent fiscal year. $569,105.00.
 
 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 June 3, 2005 is
$719,446.41.
 
 The
number of shares of the issuer’s Common Stock outstanding as of June 3, 2005 is
286,077,479.
 
 Transitional
Small Business Disclosure Format (check one): Yes [ ] No [ X ]
  **- 1
-**
  **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
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.
 
 **Early
Development**
 
 During
the late 1990’s, Bill Gates was credited with a statement to the effect that in
the future there would be two kinds of businesses -- those that did business on
the Internet and those that were out of business. At that time it was common for
established retailers to be interested in trying to market their products over
the Internet. However, most businesses did not have the expertise nor the
resources to acquire an Internet presence. To fill this need, Amerigroup in 1999
created a virtual mall on the Internet called Amerigroupmall.com. For a fee,
retailers could become part of the Amerigroupmall. A retailer would have a store
front in the Internet mall prepared by Amerigroup and would be listed
alphabetically on the mall directory. Shoppers could visit a retailer’s Internet
site in the mall, see what products were for sale at what prices and print off
coupons that would allow them to purchase those products at a savings. Shoppers
would then go to the actual physical site of the retailer to purchase the
desired products with the coupons.
 
 In order
to access Amerigroupmall.com and be able to take advantage of the coupons and
the savings from the various retailers in the mall, a shopper would need to
purchase an Amerigroupmall savings card. These cards were sold to the public by
schools, churches and youth groups as fundraisers. A portion of the card sales
would be retained by the selling group and the balance would be paid to
Amerigroup. Each card would give its holder the user and pass words necessary to
access the discount mall on the Internet.
 
 The
Amerigroup business model involved four parties--first was the retailer who now
had a presence on the Internet at a very low cost and a shopper base who would
be visiting the Amerigroup mall on a regular basis; second were the card holders
who could access the mall via the Internet and receive discount coupons from the
retailers having store fronts in the mall; third were the schools and youth
groups who could make money by marketing the cards; and fourth was Amerigroup
who received income from the sale of the cards and from the fees paid by the
retailers for having a store front in the Amerigroupmall.
 
 **- 2
-**
 **Evolution
of business**
 
 In 2003
Amerigroup changed its business model to the Itzyourmall concept. Under this
format, the access card is no longer sold by schools and youth groups but is
issued by a participating business known as a co-brander. The access card bears
the logo and design of the co-brander that issued it and appears to have been
produced by that co-brander other than for the Itzyourmall logo in the lower
right hand corner of the card.
 
 When a
card holder enters the Internet pursuant to the web address on a co-brander’s
card, the card holder enters a virtual mall on the internet that belongs to the
co-brander with the site being designed around the co-brander’s business and
products. Through the site, however, the card holder can also access every other
retailer nationwide that was part of Amerigroupmall as described above. Thus the
site constitutes a nationwide Internet mall that appears to belong to the
co-brander where the shopper that obtained his or her card from that co-brander
can receive discounts from literally hundreds of merchants. At the present time
we have approximately 300 different co-branders. As a result the Internet
contains 300 different malls each containing the same nationwide association of
retailers. However, each of the 300 malls bears the name of a different
co-brander and a customer of a particular co-brander will shop in the mall that
bears the name of his or her co-brander. Thus, each time we sign up a new
co-brander, it is like a new mall is established for that co-brander and why we
have now styled our business Itzyourmall (its your mall) because in effect it is
the mall of the new co-brander. Every time we sign up a new retailer to be
included in the shopping network, the retailer is added to every co-branded
mall. Eventually we hope to have thousands of co-branded malls with each one
containing an identical shopping network of thousands of stores offering
discount shopping to the holder of any co-brander’s card.
 
 Some mall
retailers continue to issue coupons at their locations within the malls and have
shoppers bring the coupons to the retailers’ physical locations to do their
shopping and receive their discounts. Other mall retailers provide true Internet
shopping with the shopper paying online with a debit or credit card and then
having the purchased product shipped. Some retailers also sell gift certificates
at a discount at their retail sites.
 
 As one of
their benefits, we provide the co-branders with the ability to communicate via
email with each of their customers to whom they have issued a discount card in
order to support the co-brander’s business and announce promotions and sales.
For a fee, a co-brander can also email the customers of other co-branders. In
this way, the Itzyourmall concept provides a powerful tool for cross marketing
among the customers of all of our co-branders.
 
 The
co-brander also has the ability to provide its customers with a rewards program
based upon the amount of product purchased from the co-brander by its customers.
Our computer system can track the volume of purchases made by individual
customers and current volumes can be checked by the co-brander and by the
customer at any time on the Internet. The co-brander can then reward its
customers with incentives based upon the amount of business the customers have
transacted with the co-brander.
 
 **- 3
-**
 Our
business operations as described above in this subsection include the following
persons and groups.
 
 ·
    Co-brander
      - The co-brander is a business who pays a set up fee and thereafter an
      annual fee to have a mall branded under its name as described above.
      Co-branders are generally small to mid-sized retail oriented businesses.
      The co-brander receives a supply of discount cards bearing its logo and
      design, to be issued to its customers. Through the Para Mas computer
      system, the co-brander can communicate with its customers via email and
      offer a rewards program to its customers. It can also cross sell its
      products to the customers of other co-branders. It shares in the revenues
      of any discount entertainment and amusement tickets and any gift
      certificates purchased by any of its card holders through the mall
      system.
 
 ·
    Lister
      - A lister is a retailer who is part of our mall retail system and has a
      store front in each of the co-branded malls but chooses not to be a
      co-brander. Listers are generally small to mid-sized retail oriented
      businesses. Accordingly, a lister does not issue cards and does not have a
      mall co-branded in its name. It pays an initial and an annual fee for the
      advertising value of being a part of the Itzyourmall system and being able
      to sell product over the Internet.
 
 ·
    Card
      holders - Card holders, who are generally the customers and employees of
      the co-branders, receive a discount card free of charge from a co-brander
      and with the card is able to purchase products and services at a discount
      from any retailer in the Itzyourmall
system.
 
 ·
    Para
      Mas - Para Mas creates and maintains the co-branded malls and the computer
      support for the operations of the co-branded malls. Para Mas shares in the
      revenues from initial and annual fees from the co-branders and the listers
      and from the sales of discount entertainment and amusement tickets and any
      gift certificates.
 
 ·
    Sales
      network - A sales network exists for the purpose of signing up and
      servicing new co-branders and listers. This network shares in the revenue
      from initial and annual fees from the co-branders and listers and shares
      in the revenue from the sales of discount entertainment and amusement
      tickets and any gift certificates.
 
 The cost
borne by Para Mas associated with the operation and maintenance of the websites
that support the co-branded malls is approximately $8,000.00 per month. This
amount includes server hosting fees and staff salaries that maintain and upgrade
the system.
 
  **- 4
-**
  **Kiosks**
 
 Since the
beginning of Amerigroup, we have had success selling discounted movie tickets
and discounted tickets to theme amusement parks. These tickets are bought on
line but then the actual tickets are sent out through the mail. To make delivery
of the tickets more efficient, Para Mas created the Kiosk program. A Kiosk is a
metal box that is approximately two feet wide and two feet deep and stands
approximately five feet high. It has a monitor screen much like an ATM and is
used to dispense movie and other tickets to our card holders as well as
electronic tickets and certificates. The Kiosk is activated by a discount card
and then the purchase is made by our card holder swiping a debit or credit card.
The Kiosk then dispenses the tickets purchased. It is our plan to place Kiosks
in public areas close to movie theaters or other entertainment venues where we
have a high concentration of card holders. Our card holders will then be
encouraged to purchase discount tickets through the Kiosk in connection with
their attendance at the entertainment venue.
 
 To date
there are twenty-five Kiosks that are up and running that dispense Para Mas
tickets. None of these Kiosks are owned by Para Mas. Due to the fact Para Mas
has had limited operating capital, Para Mas had made arrangements for others to
install and own the Kiosks. For example, every unit owner is required to
purchase and install at least one Kiosk. The Kiosk owner receives $0.25 for
every transaction made through the Kiosk. The Kiosk owner also receives all
advertising revenue from advertisements posted on the Kiosk and for electronic
advertising on the monitor screen. Para Mas receives $0.25 for each transaction
made through a Kiosk. For every ticket or certificate purchased from a Kiosk,
there is sales revenue shared between Para Mas and the region, territory and
unit owners and the co-brander associated with the cardholder who made the
purchase.
 
 **Marketing**
 
 The
success of Para Mas is tied to the number of co-branders, listers and
cardholders that buy and sell products and services over the Itzyourmall system.
To grow this market place, Para Mas has divided the United States and Canada
into regions and sold the Itzyourmall marketing rights for those regions. Each
region covers a geographic area containing a population of approximately sixty
million people. A region owner is then required to further sell the marketing
rights within his region for each one million population segment called
territories. The territory owner is then required to further sell the marketing
rights within his territory for each one hundred thousand population segment
called units. The unit owners receive training and support from the territory
owners. Unit owners are required to obtain and maintain a minimum of 25
co-branders.
 
 Each
region contains approximately ten states. The regions were sold on a graduated
basis, beginning at $100,000.00. The California ten state region, for example,
was sold for $100,000.00 on March 16, 2004. The Texas region was also sold for
$100,000.00 on December 15, 2003. However, the Florida region was sold for
$150,000.00 and the New York region will be sold for $250,000.00. To date, we
have sold the California region, the Texas region and have received deposits on
the Florida region, the New York region, and the Canadian ten province region.
The deposits for the Florida and New York Regions were received May 14, 2004.
The deposit for the Canadian Region was received in 2003. Within the California
region, territories have been sold that include Hawaii, Washington, Oregon,
Idaho, Utah, Nevada, and parts of California. In the Texas region, territories
comprising only Colorado have been sold. Territories that comprise Arizona have
also been sold. Arizona is not a part of any ten state region
package.
 
 The owner
of our marketing regions for California, New York and Florida is Mr. Gagon who
resides in Phoenix, Arizona and was a promoter of ParaMas, since he was
instrumental in developing the initial business of Amerigroup. The owner of our
marketing rights for Texas is Everett Pollard who lives in Denver, Colorado. Our
territory owners live in Seattle Washington, San Diego California, Sacramento
California, Denver Colorado, Salt Lake City Utah, Provo Utah, Logan Utah, and
Phoenix Arizona. We have co-branders in Washington, Idaho, Utah, California,
Nevada, Arizona, and Colorado.
 
 The
region, territory and unit owners share in certain revenues that are generated
in their respective areas. To date however, no revenues have been shared because
our software did not produce the reports necessary to identify how revenues
should be distributed. This is being remedied with upgraded software and we
expect revenue sharing to begin in the near future. The impact of our initial
software deficiency has been to delay our ability to achieve revenues as quickly
as we had hoped.
 
 **- 5
-**
 Our
marketing operation has been designed to proceed based upon the efforts of the
owners of the regions, territories and units as a result of the economic
incentives built into the system. The region owners will ultimately have ongoing
residual income when all territories and units are sold and functioning. This is
also true for the territory and unit owners. It is the responsibility of the
region owners to locate potential territory owners just as it is up to the
territory owners to locate unit owners and up to the unit owners to locate
co-branders. All of this operates outside of the day-to-day functioning of the
business operations of ParaMas. Our CEO, Mr. Whiting, does spend substantial
time assisting the region owners in developing this marketing structure.
Otherwise, there are no employees at ParaMas that work in this
area.
 
 Para Mas
receives the proceeds from the sale of the regions. Proceeds from the sale of
the territories stays with the region owners and proceeds from the sale of the
units stays with the territory owners. After all of the regions, territories and
units have been sold and paid for, all revenues to Para Mas, the region owners,
the territory owners and the unit owners will come from revenues from
co-branders and listers and revenue sharing as applicable. During our fiscal
year ended December 31, 2004, revenues generated through the sale of marketing
rights totaled $ 465,000 and revenues from our sale of co-branders, listers,
tickets and sales materials totaled $ 104,105.
 
 It has
been suggested that our structure for the distribution of the regions,
territories, and units resembles a pyramid structure potentially in violation of
applicable state law. An illegal pyramid sales scheme generally has four basic
elements. First, a person is required to pay a consideration of some kind.
Second, this payment acquires the opportunity to receive a benefit, usually
monetary, which is primarily related to the inducement of additional persons.
Third, the benefit received is not derived primarily for the volume or quantity
of product sold. Fourth, the number of additional persons induced to participate
in the same marketing plan is unfixed and actually considered to be
endless.
 
 While the
distribution of our marketing territories does use some of the four elements, it
does not fall under the purview of being an illegal pyramid marketing scheme,
when taken as a whole. We fall under the first element only because we require a
payment for receiving the marketing rights for our products in a specific
geographic territory. Companies often charge fees for things like licensing
rights. These companies are not illegal pyramid structures just because they
charge a licensing fee.
 
 The
second element of an illegal marketing scheme requires the inducement of an
unlimited number of persons into the sales program. Under the third element, the
illegal marketing is primarily contingent on the inducement of additional
persons into the program and not on the volume or quantity of goods and services
sold. While our region owners are required to divide and sell their regions
smaller geographic locations, they do not receive any monetary benefit for the
induction of other persons into the Itzyourmall sales program. Once the region
is divided and sold, the region cannot induce any more persons into the
Itzyourmall sales program and the region will not receive any more compensation
except when product is sold in those territories. When the territory owners sell
off the units, the territories will not receive any more compensation except
when product is sold in those units. In illegal schemes, money flows from the
bottom up, every time a new person buys into the program. That is not the case
here. The region owner does not make money off of the territory owner’s sale of
his units and Para Mas does not make money off the sale of the territories or
the units. After the territories are sold, the only time the region owner will
make money is when the unit owner sells product or the card holders purchase
product.
 
 To sum
up, under the second and third elements of an illegal marketing scheme, the
benefits derived from participation in the scheme is based primarily on the
introduction of more persons into the scheme. Everybody makes money on the
introduction of those new persons into the program all the way up to the top.
 
 As to the
last element, most statutes state that the illegal marketing plans are based on
the idea of unlimited numbers. Para Mas sells exclusive marketing rights to
specific geographic areas. Once those areas are sold, any resemblance of our
company to a pyramid sales structure is over. While it is true that New York’s
statutes do specifically state that the limitation of the number of people
allowed to participate does not change the illegal scheme, we clearly do not fit
into that category as the sole focus of our program is to get enough committed
people into the market place to sell our product. The sale of our product is
where we make our money. We make money on the enlistment of co-branders. We make
money on the enlistment of listers. We make money every time a card holder
purchases discount entertainment and amusement tickets and gift certificates.
That is our focus. The unit based marketing plan is simply a means to get an
effective marketing structure in place as quickly possible.
 
 **- 6
-**
 **Competition**
 
 Our
research shows that AGI is the only company that is selling discount tickets and
discount gift certificates through a universal, integrated platform which
maintains separate and distinct malls for individual businesses. We also have
been unable to find any other company selling those tickets through kiosks.
There are companies on the internet who are selling tickets, but our research
shows that those tickets are marked up over and above the actual retail price.
We took a survey of major ticket sellers on the Internet and in each case they
were selling tickets at retail and then charging a transaction fee. Our sales
are always discounted less than retail.
 
 While we
have not been able to find a business that could be considered a direct
competitor to ours, there are businesses that have components similar to ours.
These businesses include coupon books, entertainment books, loyalty cards and
coupon mailers. Many of these are locally based businesses. One national
business is The Entertainment Coupon Book. The Entertainment Coupon Book,
however, does not sell discounts directly nor does it create individualized
loyalty-rewards cards for businesses. Like other smaller coupon books, the
Entertainment company sells a package of coupons for a one-time fee through
fund-raisers. These coupons are then used by the purchaser to present at the
participating place of business. There are card companies like The Starving
Students Card and the Student Discount Card. These companies only derive their
income from the sale of their card to the individual cardholder. They do not
co-brand with other businesses. They do not sell tickets and discount
certificates like we do.
 
 **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.
 
 **- 7
-**
 **Item
2. Description of Property**
 
 The
business operations of Para Mas are located at 700 N. Neeley, Suite 19, Gilbert,
Arizona 85233. At that location we have office space of approximately 2,500
square feet for which we pay a monthly rent payment of $2,820.70. Our lease of
this space expires in September 2005. 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**
 
 We are
not currently a party to any legal proceedings. Our agent for service of process
in Nevada is Rodney E. Sumpter, 139 Vassar Street, Reno, Nevada
89502.
 
 **Item
4. Submission of Matters to a Vote of Security Holders**
 
 There
were no matters submitted to a vote of the share holders during the fiscal year
ended December 31, 2004.
 
 **- 8
-**
 **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 21,303,216 common shares being registered pursuant to
this registration statement, 11,111,111 of which will be offered by Para Mas and
10,192,105 of which may be offering by the selling shareholders.
 
 **Rule
144 Shares**
 
 A total
of 281,248,039 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.
 
 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 99,741,261 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.
 
 **- 9
-**
 **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
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 725 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.
 
 **- 10
-**
 **Item
6. Management’s Discussion and Analysis or Plan of
Operation**
 
 **Background**
 
 Para Mas
acquired Amerigroup, Inc. on or about April 12, 2004. Para Mas issued
271,205,934 shares of common stock in exchange for 100% of the issued and
outstanding stock of Amerigroup. Following the acquisition, Amerigroup is a
wholly owned subsidiary of Para Mas. The transaction was accounted for as a
reverse merger and a recapitalization of Para Mas.
 
 Prior to
the acquisition, International Bible Games, Inc. was the majority shareholder of
Para Mas and the International Bible Games’ shareholders arguably had personal
claims against Para Mas as a result of a business transaction in 2001. In 2001,
International Bible Games acquired 30 million shares of common stock of ParaMas.
The shareholders of International Bible Games had been promised that these
shares would be distributed to them on a pro rata basis. However, the shares
never were distributed at that time and the International Bible Games
shareholders were not able to participate in an active trading market of ParaMas
shares that subsequently developed. This circumstance gave rise to potential
claims against International Bible Games and ParaMas. On or about April 12,
2004, Para Mas issued 10,042,105 shares of common stock in exchange for a
release of those claims against Para Mas. The class of persons to whom the
shares were issued was all persons holding a potential claim against Para Mas.
These potential claims were comprised of rights to receive shares of Para Mas
and/or the right to receive money from Para Mas or one of its affiliates. The
price per share implicit in that transaction was 25¢ per share. All claimants
had been affiliated with Para Mas since approximately September 2000 and had
potential claims against Para Mas since that time. The claimants were known to
Para Mas and had a financial relationship with Para Mas since the year 2000.
Para Mas met with the claimants individually and explained the option for
settlement of the particular claimant’s claim. The compromise of each claim was
negotiated individually in an individual manner. Each claimant entered into a
claim release form in connection with the transaction.  As a
result, International Bible Games, once a shareholder of Para Mas is no longer
affiliated with Para Mas other than by virtue of the fact that International
Bible Games’ shareholders are also shareholders of Para Mas. The International
Bible Games shareholders signed an Agreement and Release and Share Exchange
Agreement in connection with the transaction.
 
 Prior to
that time, the active business operations of Para Mas had been limited for some
time. The business operations of Amerigroup now constitute 100% of the business
operations of Para Mas. This management's discussion will therefore focus on the
business operations and the financial results of Amerigroup.
 
 **Marketing**
 
 Conceptually,
the Itzyourmall loyalty-rewards card program came into being on February 26,
2003. Amerigroup spent that year developing the product, the web sites, the
delivery systems and testing the marketing structure. Very little marketing was
done during that year as it was devoted to research and development of the
Itzyourmall concept. The following year, however, Amerigroup began to implement
their marketing plan. The marketing has required a great deal of travel and
promotion. We have been able to sell close to 10 different marketing
territories, 15 units and hundreds of businesses. In order to market the
Itzyourmall product quickly and as inexpensively as possible, we felt that our
best course of action would be to sell marketing rights to territories and
units. This way, we expected that we could have a sales force that would not
require an overhead. Also, because these marketing rights sales people are
vested with their own funds, we felt that they would be more likely to
succeed.
 
 Our
marketing plan is based on the idea the people who pay for something are more
likely to succeed at selling than a sales person who has a guaranteed base
salary. We have divided the country up into Regions and then into Territories.
Each Territory is then divided up into Units of 100,000 population centers. Each
Unit will also have a minimum number of 1,000 businesses. The Region owner
trains and supports his Territory owners and the Territory owner trains and
supports his Unit owners. Each Unit owner is only expected to sell 25 businesses
a co-brand package and 25 business listings. He can then sell 25 kiosk fixed ad
sales and 25 kiosk screen ad sales. These kiosk ad sales will most likely be
sold to the co-branders and business listings, since they are the ones
participating in the Itzyourmall program. This means that the Unit owner only
has to sell 5% of the businesses in his are to be successful. This is a very
small market share, which we feel means that the likelihood of success will be
very high for the Unit owner. If a Unit owner is successful under this formula,
he will generate between $55,000.00 and $97,000.00. The differentiation is based
on whether the Unit owner allows the businesses to pay a one-time cash price or
12 monthly payments calculated at a 12% apr.
 
 **- 11
-**
 **Fiscal
Year Ended December 31, 2003**
 
 During
the fiscal year ended December 31, 2003, ParaMas had net revenues of $180,612.
Approximately $109,000 of these revenues were derived from the sale of marketing
rights. Approximately $71,612 were derived from fees obtained from co-branders
entering our system. During the same period we incurred expenses totaling
$817,830 giving us a loss from operations of $637,218.
 
 Some
major components of our expenses were $243,500 in salaries, $137,548 in contract
labor, a one time payment of $40,000 to repurchase marketing territories, and
$57,184 for web hosting fees. Much of this expense was incurred in our attempts
to build a marketing structure. We felt by building a marketing structure
outside of ParaMas as discussed above, we could build a strong base for our
products without incurring the expenses within ParaMas. Much of our effort in
2003 was focused on the development of this marketing structure.
 
 Mr. Gagon
resigned from the company to launch and test our marketing plan. We needed to
have a non-affiliate purchase the rights and we needed to test the program. Mr.
Gagon was very successful in his marketing efforts so we sold him the California
ten state Region for $100,000.00 cash payment to Para Mas, which was paid and
received in 2003. Because he was successful in marketing the California Region,
it was decided to let him buy the New York and Florida ten state Regions on
credit. With only $5,000.00 down for each of these two Regions, Mr. Gagon will
pay out 20% of each Territory sale to Amerigroup until he has paid $150,000.00
for Florida and $250,000.00 for New York. These transactions are the reason why
our accounts receivable balance exceeds the total sales for 2004.
 
 **Fiscal
Year Ended December 31, 2004**
 
 During
the fiscal year ended December 31, 2004, ParaMas had revenues of $489,024.
Approximately $465,000 of these revenues were derived from the sale of marketing
rights, which was an increase of $356,000 when compared with revenues derived
from the sale of marketing rights in 2003. By the end of 2004, we had sold all
marketing rights in the United States and Canada from which ParaMas will derive
direct compensation. We do not expect to have additional revenues from the sale
of marketing rights until we open up marketing regions in Europe, Australia,
South America, and Asia sometime in the future. These foreign regions are not
expected to be opened up in 2005. Therefore, we expect no revenues from the sale
of marketing rights during 2005, which has been our most significant source of
revenue for 2003 and 2004.
 
 During
2004, $104,105 were derived from fees obtained from co-branders entering our
system. This is down $206,218 from 2003. The decrease came as a result of our
CEO, Mr. Whiting, and Mr. Gagon focusing their efforts on building and testing
our marketing structure in 2004, rather than signing up new co-branders. It is
our hope that our marketing system will begin to produce revenues from new
co-branders and listers in 2005 without the direct selling efforts of Mr.
Whiting and Mr. Gagon and that we will experience an increase in revenues in
this category in 2005. We do not know at this time, however, whether this will
be the case. We expect that as our marketing structure develops more co-branders
and more listers we will see significant increases in this source of revenue.
 
 During
2004 we incurred expenses totaling $864,647 giving us a loss of $375,623. It is
possible that this loss figure will increase during 2005 due to the fact that we
are not expecting revenues from the sale of marketing rights during 2005. It
should be remembered that our revenues from the sale of marketing rights in 2004
totaled $465,000.
 
 **- 12
-**
 **Liquidity**
 
 Our
expected cash flow needs over the next twelve months will be a minimum of
$50,000.00 monthly and could peak at $100,000.00 monthly as sales volumes
increase, since this means increased costs in: production, customer service,
marketing, and management. When the Units have sold their 25 business quotas in
the four ten state Regions, we believe we will easily be able to cover our cost
of operations. Our expectations are that we will be able to sell twenty percent
of the Territories in all four Regions over the next twelve months. We expect
those Territories to sell twenty percent of their Units during that same period.
Even though the Units agree to sell 25 businesses during that period as well,
our projection is based upon them selling only five which we believe will be
realized. Assuming we meet these levels, we would have annual gross revenue of
$547,000.00, which would be close to covering our expenses for the year. Part of
our marketing strategy includes Itzyourmall helping to “seed” an area by
telemarketing to local businesses. These businesses are usually the high profile
businesses (i.e., entertainment and amusement) that Itzyourmall does not charge
to be a part of the program. They are brought on to help enhance the value of
the Itzyourmall card in an area. As of December 31, 2004, Amerigroup had cash on
hand totaling $2,577. This is sufficient working capital to meet the day to day
operational cash needs of Amerigroup for approximately 7 days.
 
 To
actively grow the business pursuant to its current business plan however,
Amerigroup needs $5,000,000 in operating capital for the next 12 months. We plan
on raising this capital through a registered sale of our common stock pursuant
to this registration statement. However, it cannot be certain as to whether we
will be successful in selling the offering.
 
 **Trends**
 
 One of
the trends that we have seen in the market is the fact that businesses are all
starting to consider the idea of loyalty cards. Most of the businesses we
contact all state that they were already considering making a loyalty card for
their business. We feel that the grocery store industry started this trend and
has helped it to grow. Consequently, Itzyourmall is an unintended beneficiary of
the millions of dollars the grocery store industry has spent in educating the
masses on the value of loyalty-rewards cards. Another trend we see in the market
is the move towards public internet access terminals, or Kiosks as we like to
call them. Kiosks are showing up in airport terminals and shopping malls all
across the country. This trend is again a benefit for us as we begin placing our
Kiosks throughout the country.
 
 **Item
7. Financial Statements**
 
 PARA MAS
INTERNET, INC.
 
 FINANCIAL
STATEMENTS
 
 FOR THE
YEARS ENDED DECEMBER 31, 2004 and 2003
 
 ( *AUDITED* )
 
 **- 2
-**
 
 To the
Board of Directors and Stockholders
 Para Mas
Internet, Inc.
 (A
Development Stage Company)
 Gilbert,
Arizona
 
 
 Report of
Independent Registered Public Accounting Firm
 
 We have
audited the accompanying balance sheets of Para Mas Internet, Inc. as of
December 31, 2004 and 2003, and the related statements of loss, stockholders'
equity, and cash flows for the period of Inception (February 13, 2001) to
December 31, 2004. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 audits provide 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 the Company as of at December 31,
2004 and 2003, and the results of its operations and its cash flows for the
period of Inception (February 13, 2001) to December 31, 2004, in conformity with
U.S. generally accepted accounting principles.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered losses from operations, all of which raise
substantial doubt about its ability to continue as a going concern. Management’s
plans in regards to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 Franklin
Griffith & Associates
 March 27,
2005
 Las
Vegas, Nevada
 
 **- 3
-**
    
 AdjustedASSETS
    
    Consolidated
    
    ConsolidatedAs
      of
    
    As
      of12/31/2004
    
    12/31/2003CURRENT
      ASSETSCash
    
    $
    2,577
    
    $
    85,563Inventory
    
    
    7,352
    
    
    -Accounts
      Receivable
    
    
    12,800
    
    
    32,000Accounts
      Receivable - Related Party
    
    
    156,000
    
    
    -Allowance
      for doubtful Accounts - short term portion of receivables
    
    
    (88,880
    )
    
    -Note
      Receivable - Related Party
    
    
    59,850
    
    
    7,543Total
      current assets
    
    
    149,699
    
    
    125,106FIXED
      ASSETSLand
    
    
    232,000
    
    
    232,000Vehicle
    
    
    24,850
    
    
    24,850Computer
      Equipment
    
    
    11,894
    
    
    11,894Office
      Equipment
    
    
    6,000
    
    
    6,000Accumulated
      Depreciation
    
    
    (29,267
    )
    
    (12,863
    )Total
      Fixed Assets
    
    
    245,477
    
    
    261,881OTHER
      ASSETSNote
      Receivable - long term portion, net of allowance - Related
      Party
    
    
    234,000
    
    
    -Note
      Receivable - long term portion, net of allowance
    
    
    19,200
    
    
    -Allowance
      for doubtful Accounts - long term portion of receivables
    
    
    (133,320
    )
    
    -OTHER
      ASSETS
    
    
    119,880
    
    
    -TOTAL
      ASSETS
    
    $
    515,056
    
    $
    386,987LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESNotes
      payable
    
    
    50,936
    
    
    -Accounts
      payable
    
    
    67,114
    
    
    28,462Interest
      payable
    
    
    833
    
    
    833Salary
      payable
    
    
    1,606,779
    
    
    1,306,778Payroll
      liabilities
    
    
    36,238
    
    
    36,238Note
      payable - Related Party
    
    
    231,580
    
    
    242,252Total
      current liabilities
    
    
    1,993,480
    
    
    1,614,563LONG
      TERM LIABILITIESNotes
      payable
    
    
    -
    
    
    47,991TOTAL
      LIABILITIES
    
    
    1,993,480
    
    
    1,662,554STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value, 500,000,000 sharesauthorized,
      286,077,479 and 271,205,934 shares issued and outstanding as
      ofDecember
      31, 2004 and December 31, 2003, respectively
    
    
    281,248
    
    
    27,643Additional
      paid in capital
    
    
    1,567,578
    
    
    1,615,087Accumulated
      deficit
    
    
    (3,327,249
    )
    
    (2,918,296
    )Total
      stockholders' equity (deficit)
    
    
    (1,478,424
    )
    
    (1,275,567
    )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
    
    $
    515,056
    
    $
    386,9870
    
    
    0
 
   
 **- 4
-**
    
 From
      InceptionFor
      the twelve months ended
    
    For
      the twelve months ended
    
    (February
      13, 2001) toDecember
      31, 2004
    
    December
      31, 2003
    
    December
      31, 2004REVENUES
      - Marketing Rights
    
    $
    465,000
    
    $
    109,000
    
    $
    574,000REVENUES
      - Cobrand Products
    
    
    104,105
    
    
    310,323
    
    
    529,870COST
      OF REVENUES
    
    
    (80,081
    )
    
    (238,711
    )
    
    (357,915
    )GROSS
      PROFIT (LOSS)
    
    $
    489,024
    
    $
    180,612
    
    $
    745,955EXPENSES:General
      and administrative
    
    
    617,508
    
    
    777,056
    
    
    3,437,503Bad
      debt expense
    
    
    222,200
    
    
    -
    
    
    222,200Depreciation
    
    
    16,404
    
    
    12,374
    
    
    29,267Professional
      fees
    
    
    36,935
    
    
    -
    
    
    343,635Total
      expenses
    
    
    893,047
    
    
    789,430
    
    
    4,032,605Operating
      income (loss)
    
    
    (404,023
    )
    
    (608,818
    )
    
    (3,286,650
    )OTHER
      INCOME (EXPENSE)Interest
    
    
    (5,826
    )
    
    (1,300
    )
    
    (13,095
    )Write
      down of assets
    
    
    -
    
    
    (28,400
    )
    
    (28,400
    )Other
      expenses
    
    
    896
    
    
    -
    
    
    896Total
      other income (expense)
    
    
    (4,930
    )
    
    (29,700
    )
    
    (40,599
    )LOSS
      FROM OPERATIONS
    
    
    (408,953
    )
    
    (638,518
    )
    
    (3,327,249
    )NET
      INCOME (LOSS)
    
    
    (408,953
    )
    
    (638,518
    )
    
    (3,327,249
    )ACCUMULATED
      DEFICIT - Beginning
    
    
    (2,918,296
    )
    
    (2,279,778
    )
    
    -Adjustment
      from reverse acquisition
    
    
    -
    
    
    -
    
    
    -ACCUMULATED
      DEFICIT - End
    
    
    (3,327,249
    )
    
    (2,918,296
    )
    
    (3,327,249
    )(3,327,249
    )
    
    -
    
    
    -LOSS
      PER SHARE BASIC AND DILUTED
    
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.01
    )PER
      SHARE INFORMATION:Basic
      and dilulted Weighted average Number ofShares
      Outstanding
    
    
    282,359,592
    
    
    271,205,934
    
    
    270,634,715
 
    **- 5
-**
    
 Twelve
      Months
    
    Twelve
      Months
    
    From
      InceptionEnded
    
    Ended
    
    (February
      13, 2001) to12/31/2004
    
    12/31/2003
    
    December
      31, 2004CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income / (Loss) from Operations
    
    $
    (408,953
    )
    $
    (638,518
    )
    $
    (3,327,249
    )Adjustments
      to reconcile net incometo
      net cash providedCommon
      stock options issued for services, assets and to settle
    debt
    
    
    206,096
    
    
    (55,281
    )
    
    645,519Change
      in assets and liabilities:Depreciation
      Expense
    
    
    16,404
    
    
    12,374
    
    
    29,267(Increase)
      / Decrease in Accounts Receivable
    
    
    (167,800
    )
    
    (32,000
    )
    
    (79,920
    )(Increase)
      / Decrease in Inventory
    
    
    (7,352
    )
    
    -
    
    
    (7,352
    )(Increase)
      / Decrease in Note Receivable
    
    
    (52,307
    )
    
    28,400
    
    
    (179,730
    )(Increase)
      / Decrease in Note Payable
    
    
    50,936
    
    
    -
    
    
    87,174Increase
      / (Decrease) in Payroll Liability
    
    
    300,001
    
    
    318,450
    
    
    1,606,779Increase
      / (Decrease) in Accounts Payable
    
    
    38,652
    
    
    -
    
    
    67,947Net
      cash provided by (used in) operating activities
    
    
    (24,323
    )
    
    (366,575
    )
    
    (1,157,565
    )CASH
      FLOWS FROM INVESTING ACTIVITIES:(Purchase)/Sale
      of Fixed Assets
    
    
    -
    
    
    -
    
    
    (42,744
    )Net
      cash provided by (used in) investing activities
    
    
    -
    
    
    -
    
    
    (42,744
    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of Stock
    
    
    -
    
    
    256,744
    
    
    971,306Increase/(Decrease)
      in Short Term Notes Payable - Related Party
    
    
    (58,663
    )
    
    179,648
    
    
    231,580Net
      cash provided by (used in) financing activities
    
    
    (58,663
    )
    
    436,392
    
    
    1,202,886Net
      increase (decrease) in cash
    
    
    (82,986
    )
    
    69,817
    
    
    2,577Balance
      at beginning of Period
    
    
    85,563
    
    
    15,746
    
    
    -End
      of Period
    
    $
    2,577
    
    $
    85,563
    
    $
    2,577$ -
    
    
    
    
    $
    -
    
    $
    0$ -
    
    
    
    
    $
    -
    
    $
    0SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONSUPPLEMENTAL
      INFORMATION:Interest
      Paid
    
    $
    5,826
    
    $
    1,300
    
    $
    -Taxes
      Paid
    
    $
    -
    
    $
    -
    
    $
    29,977
 
 **- 6
-**
      Common
    
    Common
    
    AdditionalStock
    
    Stock
    
    Paid-in
    
    Subscription
    
    Income
    
    TotalShares
    
    Amount
    
    Capital
    
    Receivable
    
    (Deficit)
    
    EquityIssuance
      of commonstock
      for cash
    
    
    261,595,000
    
    $
    26,160
    
    $
    275,784
    
    $
    (32,080
    )
    
    
    
    
    269,864Issuance
      of commonstock
      for services
    
    
    4,465,000
    
    
    447
    
    
    129,791
    
    
    
    
    
    
    
    
    130,238Deficit
      for the yearended
      December 31, 2001
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,392,864
    )
    
    (1,392,864
    )Balance
      at December 31, 2001
    
    
    266,060,000
    
    
    26,606
    
    
    405,575
    
    
    (32,080
    )
    
    (1,392,864
    )
    
    (992,763
    )Issuance
      of commonstock
      for cash
    
    
    6,794,000
    
    
    679
    
    
    668,683
    
    
    (345,575
    )
    
    
    
    
    323,788Issuance
      of commonstock
      for services
    
    
    375,000
    
    
    38
    
    
    37,500
    
    
    
    
    
    
    
    
    37,538Issuance
      of commonstock
      for fixed assets
    
    
    250,000
    
    
    25
    
    
    24,975
    
    
    
    
    
    
    
    
    25,000Removal
      of subscribed stock
    
    
    (2,273,066
    )
    
    295
    
    
    478,354
    
    
    377,655
    
    
    -
    
    
    856,304Deficit
      for the yearended
      December 31, 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (886,914
    )
    
    (886,914
    )Balance
      at December 31, 2002
    
    
    271,205,934
    
    $
    27,643
    
    $
    1,615,087
    
    $
    -
    
    $
    (2,279,778
    )
    $
    (637,048
    )Deficit
      for the yearended
      December 31, 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (638,518
    )
    
    (638,518
    )Balance
      at December 31, 2003
    
    
    271,205,934
    
    $
    27,643
    
    $
    1,615,087
    
    
    -
    
    
    (2,918,296
    )
    
    (1,275,566
    )Reverse
      Acquisition with ParaMas
    
    
    4,829,440
    
    $
    243,563
    
    $
    (106,569
    )
    
    -
    
    
    -
    
    
    136,994Issuance
      of stock to creditors
    
    
    10,042,105
    
    $
    10,042
    
    $
    59,060
    
    
    -
    
    
    -
    
    
    69,102Loss
      for the year endedDecember
      31, 2004
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (408,953
    )
    
    (408,953
    )Balance
      at December 31, 2004
    
    
    286,077,479
    
    $
    281,248
    
    $
    1,567,578
    
    
    -
    
    
    (3,327,249
    )
    
    (1,478,423
    )
 **- 7
-**
    
 NOTE 1 - SUMMARY
OF ACCOUNTING POLICIES
 
 A summary
of the significant accounting policies applied in the preparation of the
accompanying consolidated financial statements as follows.
 
 Business
and Basis of Presentation - Para
Mas was incorporated on June 6, 1994 as U.S. Medical Management, Inc., a
subsidiary of Waterloo Wheels, Inc., a British Columbia company. On June 27,
1994, the shareholders of Waterloo Wheels exchanged all of their shares for
shares in U.S. Medical Management and Waterloo Wheels was dissolved. The
activities of Waterloo Wheels and U.S. Medical Management were confined to
organizational matters and identifying business opportunities. They conducted no
business. In June 1995, U.S. Medical Management acquired the business of Ken
Venturi Golf Centers, Inc. and changed its name to Ken Venturi Golf, Inc.
("KVGI"). KVGI was listed on the OTC Bulletin Board and was engaged in
franchising indoor golf training centers under a license from Ken Venturi, a
noted golf professional. The business of KVGI did not succeed and the company
ceased operations in May 1997. Upon ceasing operations, Para Mas attempted to
locate and negotiate the acquisition of other business opportunities. On
November 1, 2000, Para Mas entered into agreements that would lead to the
acquisition of the business assets of International Bible Games Inc. and
Destination T.B.G. Development & Marketing Corp. Though pursued over a
period of time, Para Mas was ultimately unable to acquire these assets. On April
12, 2004, Para Mas acquired 100% of the issued and outstanding shares of
Amerigroupmall, Inc., a Nevada corporation via a reverse merger and
recapitalization. (see Note 7).
 
 Even
though the Company has generated sales revenues, the Company has incurred
substantial expenses and has sustained losses. Consequently, its operations are
subject to all the risks inherent in the establishment of a new business
enterprise. For the period from inception through December 31, 2004 the Company
has an accumulated deficit of $3,327,249.
 
 Amerigroupmall,
Inc. ("Amerigroupmall") was incorporated on June 13, 2001 as a Nevada
corporation. The initial Amerigroupmall concept was born in 1999 as a discount
card that was sold as a fund-raiser for schools, clubs and non-profit
organizations. Purchasers of the card could receive discounts one of two ways.
First, it could be presented at some merchants for an immediate discount upon
purchase of goods or services. Second, it could be used to purchase discount
tickets to entertainment venues distributed by Amerigroupmall. This concept was
changed in 2003, when Amerigroupmall decided to drop the fund raising model and
sell the discount card directly to businesses for redistribution to their
customers.
 
 Mobilescan
Inc. ("Mobilescan") was incorporated on September 27, 2001 as a Nevada
corporation. Mobilescan, Inc. was a provider of CD Rom law libraries and custom
Legal Forms and Billing Software. MobileScan was acquired by Para Mas in 2004 by
virtue of the Amerigroupmall acquisition. All business operations within
MobileScan have ceased.
 
 The
officers and directors of the Company are currently delinquent in filing their
respective Form 5, Statement of Beneficial Ownership, with the Securities and
Exchange Commission.  Management has stated the officers intend to file
their Form 5’s shortly.
 
 Liquidity - As
shown in the accompanying financial statements, the Company incurred a net loss
of $408,953 during the period ended December 31, 2004. The Company's current
liabilities exceeded its current assets by $1,843,781.
 
 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, 2004.
 
 Income
Taxes - Income
taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statements of Financial Standards
No. 109, "Accounting for Income Taxes". Under this method deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be removed or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statement of operations in the period
that includes the enactment date.
 
 **- 8
-**
 PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBR 31, 2004
 
 The
estimated net operating loss for the company, given the current situation
is:
 
 Accumulated
      deficit
    
    $
    (3,327,249
    )Valuation
      allowance
    
    
    3,327,249$
    -
 
 Management
feels the Company will have a net operating loss carryover to be used for future
years. Such losses may not be fully deductible due to the significant amounts of
non-cash service costs.
 
 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.
 
 Office
Space - As of
September 2004, the company’s office lease has expired. The company signed a new
office lease on August 9, 2004 for a one-year term (ending August 31, 2005) for
a 2,075 office space located at 700 North Neely, Suite 12, Gilbert, AZ. The base
rent is $1,308 per month. The company has a one year renewal option which they
currently intend to exercise.
 
 Printing
Company relationship -
Itzyourmall is currently contracting all of its printing through Mikey's Print
Shop. The company has a contract with Mikey's that pays Mikey's a base monthly
fee of $2,500 a month. This base gives the company the prints, and it also
includes all of the graphic design of the cards and the web malls. The base will
give the company approximately 25,000 cards a month but does not include
materials. Materials run approximately $0.15 per card. Materials include ink,
teslin (the specially manufactured paper the company print on, for the cards),
laminate, and stock paper. The associated printing costs are reflected in the
financial statements as a cost of goods sold.
 
 Revenue
Recognition - The
company recognizes revenues as the marketing rights and co-brands are sold. Upon
the sale of the marketing rights, the company does not have any material future
obligations to the purchaser. The purchaser must sell their respective
territories in their region. If they do not, the company has the discretion to
cancel the contract. All support and sales materials provided to territory
owners is paid for by the respective territory owners as such support /
materials are utilized. (See Note 7 - Revenue, Accounts Receivable, and
Allowance for Doubtful Accounts)
 
 Outside
of revenues from the sale of marketing rights, the company derives income from:
(1) co-brand sales; (2) advertising sales/listers; (3) ticket/gift certificate
sales; and (4) printing and sales supplies. The co-brand package is sold for
$2,495.00. This includes one thousand cards and a mall. Itzyourmall receives
$1,095.00 of that sale. If a co-brand buys the basic package and orders
additional cards over and above the 1st 1,000 cards, the co-brander pays $1.50
for each additional card. Itzyourmall gets .65¢ of that $1.50.
 
 
  
 **- 9
-**
    
 NOTE 1 -
SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
 
 Some
businesses don't want cards or a mall, but they want to be advertised on all the
malls. The company refers to these businesses as “listers”. Listers pay $800 a
year to be a lister of which Itzyourmall makes $200. Whenever a cardholder buys
a ticket or a gift certificate, Itzyourmall makes a small mark-up. Generally the
ticket or gift certificate is marked up by Itzyourmall from 5% to 10%.
Itzyourmall makes up to 30% of that mark up. All materials and supplies bearing
the Itzyourmall logo have to be purchased from Itzyourmall. All the marketing
rights company’s buy their sales materials from the company. The company marks
all the supplies up 30%.
 
 Use of
Estimates - The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amount and disclosures. Accordingly actual results could
differ from those estimates.
 
 Long-Lived
Assets - The
Company has adopted Statement of Financial Accounting Standards No. 144 (SFAS
144). The Statement requires that long-lived assets and certain identifiable
intangibles held and used by the Company be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to
sell.
 
 Comprehensive
Income - The
Company does not have any items of comprehensive income in any of the periods
presented.
 
 Net
Loss Per Share - The
Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings (loss) per share
has been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrants will be excluded as common stock
equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material.
 
 Fair
Value of Financial Instruments - The
carrying values of cash and cash equivalents, accounts receivable, accounts
payable and accrued expenses approximate fair value due to the relatively short
maturity of these instruments
 
 Reclassifications -
Certain reclassifications have been made in prior years' financial statements to
conform to classifications in the current year.
 
 Stock
Based Compensation - In
December 2002, the FASB issued Statement of Financial Accounting Standards
No.148 ("SFAS No.148"),"Accounting for Stock-Based Compensation-Transition and
Disclosure-an amendment of SFAS 123." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary charge to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the Company's
stock at the date of the grant over the exercise price of the related option.
The Company has adopted the annual disclosure provisions of SFAS No. 148 in its
financial reports for the year ended December 31, 2003 and will adopt the
interim disclosure provisions for its financial reports for the quarter ended
December 31, 2004.
 
 **- 10
-**
 PARA MAS INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBR 31, 2004
 Consolidation
Policy / Minority Interest in Earnings - The
accompanying consolidated financial statements include the accounts of Paramas /
Amerigroupmall and its different business segments: Mobilescan. All significant
inter-company balances and transactions have been eliminated. As of December 31,
2004, the company owns 91% of Mobilscan. (See Note 10)
 
 NOTE 2 -
GOING CONCERN MATTERS
 
 The
accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the financial statements, from its
inception the Company has incurred losses of $3,327,249. This factor among
others may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time. The Company's existence is dependent
upon management's ability to develop profitable operations and resolve it's
Liquidity problems. The accompanying financial statements do not include any
adjustments that might result should the Company be unable to continue as a
going concern.
 
 In order
to improve the Company's liquidity, the Company is actively pursing additional
equity financing through discussions with investment bankers and private
investors. There can be no assurance the Company will be successful in its
effort to secure additional equity financing.
 
 The
company’s expected cash flow needs over the next twelve months will be a minimum
of $50,000 per month and could peak at $100,000 per month as sales volumes
increase, as this would means increased costs in: production, customer service,
marketing, and management. As of December 31, 2004, Amerigroupmall had cash on
hand totaling $2,577. The company feels this is sufficient working capital to
meet the day to day operational cash needs of Amerigroupmall for approximately 7
days.
 
 To
actively grow the business pursuant to its current business plan however,
Amerigroupmall needs $5,000,000 in operating capital for the next 12 months. The
company hopes to raise this capital through a registered sale of common stock
pursuant to a Form SB-2 registration statement. However, it cannot be certain as
to whether the company will be successful in selling the offering.
 
 NOTE 3 -
STOCKHOLDERS' EQUITY
 
 Beginning
on or about January 24, 2003 and ending on or about November 8, 2003,
Amerigroupmall raised approximately $648,826 from a total of 32 investors.
 
 In April
2004, ParaMas completed a 10 for 1 reverse merger to bring the total issued and
outstanding shares to 4,829,440. The company then issued 271,205,934 shares for
the acquisition of Amerigroupmall. Concurrent with the latter issuance, the
company issued 10,042,105 to various individuals to settle potential claims
against the company. The issuance of the 10,042,105 shares has been recorded as
an expense of $69,102, which values the stock at $0.00688 per share, or the
equivalent value per share which was allocated to the purchase of Amerigroupmall
on the same date. See Note 8 Recapitalization and Acquisition of Amerigroupmall,
Inc. See Note 9 Related Party.
 
 As of
December 31, 2004, the company has 500,000,000 shares authorized and 286,077,479
shares issued and outstanding.
 
 **- 11
-**
 
 
 
 NOTE 4 -
FIXED ASSETS
 
 As of
December 31, 2004, the Company has the following fixed assets:
 
 Vehicle
    
    $
    24,850Office
      Equipment
    
    
    6,000Computer
      Equipment
    
    
    11,894
 
 The
company additionally owns land on the books at $232,000. This is comprised of 10
acres of land in Mojave County (near Mesquite, Nevada) of $175,000 and 28.5
acres of land in California at approximately $57,000. This land was acquired in
2001 by Amerigroupmall. There is currently no debt encumbering the land.
Management has determined at year end there is no need to adjust or impair any
of the fixed assets on the company’s books.
 
 NOTE 5 -
WARRANTS AND OPTIONS
 
 As of
December 31, 2004, there are no warrants or options outstanding to acquire any
additional shares of common stock that are not disclosed in the equity section
of the balance sheet.
 
 NOTE 6 -
SALARIES PAYABLE
 
 At
December 31, 2004, there is approximately $1,606,778 of accrued payroll, with
$1,124,278 being due to Gary Whiting and $482,500 being due to Fred Gagon.
 
 NOTE 7 -
REVENUE, ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
 
 During
the year ended December 31, 2004, the company sold the exclusive rights to sell
and distribute discount cards, websites, and store front listings for the three
ten state regions. The California Region was sold for $100,000 on March 16,
2004. The Florida region was sold for $150,000 and the New York region was sold
for $250,000 to Fred Gagon, who was the previous Senior Vice President of the
recently acquired Amerigroupmall, Inc. The Company has not collected payment for
the Florida and New York Regions, but $5,000 deposits were paid on each of those
regions on May 14, 2004. The remaining portions of the payment prices for the
Florida and New York Regions has been booked as accounts receivable and was
expected to be received in full prior to November 16, 2004, this did not
occur.
 
 Management
has determined to create an allowance for doubtful accounts to accurately
reflect the current receivables in the company. While the company hopes to
receive the full receivable amount, based on historical payments, the age of the
receivables, and potential difficulty of collection, these amounts have been
allocated accordingly. After a receivable is greater than 30 days old, the
company will allocate approximately 5% per month of the respective receivable to
an allowance account. As money is collected on the account, the allowance
account is correspondingly adjusted.
 
 For the
receivables that are expected to be received within 12 months from the balance
sheet date (approximately 40%), these are reflected in the current asset section
of the financial statements. The other receivables reflected as “Long Term
Receivables, net of current portion” on the financial statements.
 
 **- 12
-**
 Accounts
receivable at December 31, 2004 and 2003 consist of the
following:
 
 ****  **2004**  ****  **2003**  ****
 Current
      accounts receivable
    
    $
    12,800
    
    $
    32,000Non-current
      accounts receivable
    
    
    19,200
    
    
    0Total
      accounts receivable
    
    
    32,000
    
    
    32,000Current
      accounts receivable (related party)
    
    $
    156,000
    
    $
    0Non-current
      accounts receivable (related party)
    
    
    234,000
    
    
    0Total
      related party accounts receivable
    
    
    390,000
    
    
    0Less:
      Allowance for doubtful accounts (current)
    
    
    88,880Allowance
      for doubtful accounts (non-current)
    
    
    133,320
    
    
    0Total
      Allowance for doubtful accounts
    
    $
    222,200
    
    $
    0
 
 
 NOTE 8 -
RECAPITALIZATION AND ACQUISITION OF AMERIGROUPMALL, INC.
 
 Para Mas
acquired 100% of the issued and outstanding shares of Amerigroupmall, Inc.,
(AGI), on April 12, 2004. Para Mas issued 271,205,934 shares of common stock in
exchange for 100% of the issued and outstanding stock of Amerigroupmall. In
connection with the acquisition, the common shares were reverse split on a
one-for-ten basis. As a result of the merger, the stockholder's of AGI gained
voting control of Para Mas. Accordingly, for accounting purposes the transaction
is accounted for as had AGI acquired Para Mas. AGI is the surviving Company and
its accumulated deficit survives the transaction. In this regard, an adjustment
has been made to eliminate the historical stockholders’ equity accounts of Para
Mas, the accounting acquiree. The financial statements presented reflect the
historical financials of Amerigroupmall.
 
 Concurrent
with the latter issuance, the company issued 10,042,105 to various individuals
to settle potential claims against the company. The issuance of the 10,042,105
shares has been recorded as an expense of $69,102, which values the stock at
$0.00688 per share, or the equivalent value per share which was allocated to the
purchase of Amerigroupmall on the same date. See Note 3 Stockholders’
Equity.
 
 NOTE 9 -
RELATED PARTY
 
 Pursuant
to the Securities Act of 1933, Mr. Freddy H. Gagon is a promoter of Para Mas. At
that time,  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 1996
judgment against Mr. Gagon had no effect upon the company and was prior to his
affiliation with the company.
 
 An
officer of the Company, Gary Whiting personally borrowed money from a third
party, which money Mr. Whiting then loaned to MobileScan to support MobileScan’s
operations and expenses. MobileScan transferred land whose value on the books of
MobileScan was $90,000 to the third party to secure the third party’s debt. The
land was made up of 6 parcels at $15,000 each.
 
 **- 13
-**
 
 
 
 **Accounts
Receivable**
  Fred
Gagon, a stockholder of the Company, owning approximately 2%, is also the owner
of two affiliate companies, Itzyourmall New York and IYMall Utah, LLC. Accounts
receivable from these related companies at December 31, 2004 and 2003 were
$390,000 and $0, respectively. Refer to Note 7 for additional information
pertaining to these receivables.
  **Notes
Receivable**
  Gary
Whiting, the CEO and President of the Company, owning approximately 63% is also
the owner of an affiliated company, Lawyours, to which the Company made a loan
for the amount of $46,517.
  **Salaries
Payable**
  At
December 31, 2004 and 2003, there is approximately $1,606,778 of accrued
payroll, with $1,124,278 and $824,278 being due to Gary Whiting and $482,500 and
$482,500 being due to Fred Gagon, respectively.
  **Notes
Payable**
  Gary
Whiting, the CEO and President of the Company, owning approximately 63% has made
loans to the Company for operations and expenses. Notes payable to this related
party at December 31, 2004 and 2003 were $10,204 and $13,704, respectively. Gary
Whiting is also a stockholder of two related companies, Itzyourmall Kiosk Nevada
and Itzyourmall Kiosk. These companies have made loans to the Company for
operations and expenses. Notes payable to these affiliated companies at December
31, 2004 were $12,907 and $174,973, respectively.
  Fred
Gagon owning approximately 2%, has made loans to the Company for operations and
expenses. Notes payable to this related party at December 31, 2004 and 2003 were
$12,636 and $0, respectively.
  The above
referenced loans do not have specific repayment terms or due dates. Starting in
2005, the related party loans will accrue interest at 4% per year.
 
 
 NOTE 10 -
MINORITY INTEREST IN EARNINGS
 
 As of
December 31, 2004, Amerigroupmall, Inc. held a 91% interest in Mobilescan, Inc.
All business operations within Mobilescan have however ceased. For the periods
reported, the full consolidation of all entities is reported under the parent
company’s filings as the parent maintains of both voting and operational
control. All intercompany balances have been removed.
 
 
 NOTE 11 -
ADJUSTMENT TO PRIOR FINANCIALS
 
 The
financial statements include all adjustments that in the opinion of management
are necessary in order to make the financial statements not misleading. A prior
period adjustment has been made to the financial statements of Amerigroupmall
for the 2002 year to account for the removal of stock subscriptions, to adjust
the equity accounts to their correct balance, and to record the proper asset
value on the books.
 
  **- 13
-**
  **Item
8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure**
 
 We have
had no disagreements with our accountants on accounting or financial
disclosures.
 
 **Item
8A. Controls and Procedures.**
 
 As
required by Rules 13a-15(e) and 15d-15(e) 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 as of the end
of the period covered by this report. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and our
Chief Financial Officer, Gary Whiting. 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 and that the controls and procedures were effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act are accumulated and communicated to the
Company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. There have been no changes in
our internal controls over financial reporting during the most recent fiscal
quarter that have materially affected, or are reasonable likely to materially
affect, our internal controls over financial reporting.
 
 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.
 
 **PART
III**
 
 **Item
9. Directors and Executive Officers of the Registrant**
 
 Our
executive officers and directors and their respective ages as of June 13, 2005
are as follows:
 
 **Directors:**
 
 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
 
 **- 14
-**
 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 Associate Legislative Counsel from 1988 to 1990. As
Associate Legislative Counsel, Mr. Whiting assisted the Utah State Legislature
in legal research and in drafting language for proposed bills during the
legislative sessions. He also served as counsel to the Administrative Rules
Review Committee which met when the Legislature was not in session. The
Administrative Rules Review Committee was a Legislative oversight committee that
oversaw the Administrative Rulemaking process for the state of Utah. Mr. Whiting
got the idea to create a CD-ROM law disc while serving at the Utah State
Legislature, which eventually led to the creation of the Itzyourmall
loyalty-rewards discount card program. Mr. Whiting’s main duties involved legal
research. His research was done without the aid of computer assisted research.
When Mr. Whiting approached his employer about subscribing to an on-line
computer assisted research service, he was told that it was too expensive. It
was then that Mr. Whiting decided he would create an affordably priced CD-ROM
product. He resigned as Associate Legislative Counsel and formed a scanning
company called MobileScan which was his primary business pursuit from 1994 to
1998. He had three objectives: first, he wanted to create a low priced product;
second, he wanted to create a product with a better interface and more user
friendly to the end-user; and third, he wanted to help drive customers to the
users of his product. To achieve the third objective, he created a savings mall
where he would advertise attorneys using his CD-ROM product. All that was
required was that they needed to offer some sort of a discount on their
services. This savings mall was originally called Amerigroupmall.com, but
evolved into the Itzyourmall concept after several years of selling and
analyzing the market. Mr. Whiting found that businesses were more willing to
accept or give out something to their customers that had their name on it. So,
we gave our mall (Amerigroupmall) to businesses and it became their mall, thus
the name, Itzyourmall. The name of the scanning company Mr. Whiting formed and
managed was Mobile Scan. Mobile Scan was the predecessor to MobileScan, Inc.
During the 1990’s, Mobile Scan scanned text documents for companies and
processed those scanned images into text documents. Mr. Whiting personally
developed all these scanning systems for Mobile Scan and oversaw all of the
production of the scanning processes. These systems were later conveyed into
MobileScan, Inc., where they were used to scan and create legal databases to be
stored on CD-ROM for resale to attorneys. MobileScan is no longer
operational.
 
 **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.
 
 **Promoters**
 
 Pursuant
to the Securities Act of 1933, Mr. Freddy H. Gagon is a promoter of Para Mas. At
the present time, Mr. Gagon is part owner of marketing rights for three regions
in the United States. 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.
 
 **Section
16(A) Beneficial Ownership Reporting Compliance**
 
 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:
 
 Name
      and principal
      position
    Number
      of
      late
      reports
    Transactions
      not
      timely
      reported
    Known
      failures to
      file
      a required
      formGary
      Whiting, CEO
    0
    0
    1
 
 
 **- 15
-**
 **Item
10. Executive Compensation**
 
 The
following table sets forth certain information as to our officers and directors.
 
 **Annual
Compensation Table**
 
 Annual
      Compensation
    Long
      Term CompensationName
    Title
    Fiscal
      Year
    Salary
    Bonus
    Other
      Annual
      Compensation
    Restricted
      Stock
      Awarded
    Options/
      SARs
      (#)
    LTIP
      payouts
      ($)
    All
      Other
      CompensationGary
      Whiting
    CEO,
      President,
      Director
    2002
      2003
      2004
    $269,935
      $300,000
      $300,000
    0
      0
      0
    0
      0
      0
    0
      0
      0
    0
      0
      0
    0
      0
      0
    0
      0
      0
 
 (1)  All
salary to Mr. Whiting for the three years indicated was accrued and remains
unpaid other than $15,000 which was paid in 2003.
 
 **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 beneficial ownership of our common stock by each
person known by us to beneficially own more than 5% of our common stock
outstanding as of June 3, 2005 and by the officers and directors of the Company
as a group. Except as otherwise indicated, all shares are owned
directly.
 
 Name
      and Address
    Common
      Shares
    Percent
      of
      ClassGary
      Whiting
      700
      North Neely Road, Suite 19
      Gilbert,
      Arizona 85233
    181,506,778
    62.4%All
      executive officers and directors as a group (1 person)
    181,506,778
    62.4%
 
 **Item
12. Certain Relationships and Related Transactions**
 
 Fred
Gagon, formerly a vice president of Amerigroup, Inc., resigned from his position
at Amerigroup, Inc. in June of 2003. The purpose of his resignation was to help
implement our marketing plan for the Itzyourmall cards Regionally and eventually
nationally. Amerigroup, Inc. first sold the marketing rights for Utah to Mr.
Gagon. Mr. Gagon was successful marketing the Itzyourmall product in Utah. He
sold approximately 50 businesses within a 90 day period. Consequently,
Amerigroup, Inc. then sold the Itzyourmall marketing rights for the California
Ten State Region to Mr. Gagon for $100,000.00. He has sold thousands of cards
and 12 different territories in that Region. Mr. Gagon has also put down two
$5,000.00 deposits for the Florida and New York Ten State Regions.
 
 Mr.
Whiting and entities controlled by Mr. Whiting have made various loans to Para
Mas as summarized in the following table:
 
 Lender       Current
and
 Highest
Amount(1)
 
 Gary L.
Whiting      $99,064.21
 Lawyours,
Inc.(2)      $49,946.74
 Itzyourmall
Kiosks, LLC(3)    $174,973.16
 Empire
Enterprises, LLC(4)    $176,050.00
 
 (1) All
loans accrue interest at the rate of 8% per annum
 (2)
    Mr.
      Whiting indirectly owns 70% of Lawyours,
Inc.
 (3)
    Mr.
      Whiting indirectly owns 49% Itzyourmall Kiosks,
LLC
 (4)
    Mr.
      Whiting owns 70% of Empire Enterprises, LLC
 
 **- 16
-**
 **PART
IV**
 
 **Item
13. Exhibits and Reports on Form 8-K**
 
 (a)
Reports on Form 8-K
 
 None
 
 (b)
Exhibits
 14.1 Code
of Ethics
 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 annual financial statements for the
fiscal year ended December 31, 2003 was approximately $25,000. The aggregate
fees billed by our auditors for professional services rendered in connection
with the audit of our annual financial statements for the fiscal year ended
December 31, 2004 was approximately $30,000.
 
 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 and $0 for the fiscal years ended December
31, 2003 and 2004.
 
 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 fiscal years ended December 31, 2003 and 2004 were $0 and $0
respectively.
 
  **- 17
-**
  
 **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:  ___________________________________
 Gary
Whiting, Chief Executive Officer
 Date:  June 13,
2005
 
 
 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:   ___________________________________
 Gary
Whiting, Director and
 Principal
Executive Officer
 Principal
Financial Officer
 Principal
Accounting Officer
 Date:  June 13,
2005