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[Amend] Optional form for quarterly and transition reports of small business issuers

10QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Form 10-QSB/A
                                 Amendment No.2


    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

        For the quarterly period ended June 30, 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 number 001-15673


                            PROVO INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)


         Delaware                                             13-3950283
(State or other jurisdiction                               (I.R.S employer
of incorporation or organization)                       identification number)


One Blue Hill Plaza, P.O. Box 1548, Pearl River, New York          10965
   (Address of principal executive offices)                      (Zip code)

                                 (845) 623-8553
                (Issuer's telephone number, including area code)

                      Frontline Communications Corporation
         ---------------------------------------------------------------
                   (Former name, if changed since last report)

Indicate by a check mark whether the Issuer: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve 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 last 90 days.

Yes [X]        No[ ]


As of August 10, 2004 there were outstanding 41,600,602 shares of the Issuer's
common stock, $ .01 par value.

EXPLANATORY NOTE REGARDING THIS AMENDMENT ON FORM 10-QSB/A Provo International, Inc. (the" Company") is filing this Amendment No.2 to its Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004 as filed with the Securities Exchange Commission on August 16, 2004. This amendment is made after the completion of Statement of Auditing Standards (SAS) No. 100 review by its Independent Auditor. This amendment does not include any material changes in our financial statements other than an additional footnote disclosure. This amendment does not otherwise update the disclosures set forth in such items originally filed and does not otherwise reflect events occurring after the original filing of the Quarterly Report on Form 10-QSB on August 16, 2004.

INDEX Page Part I Financial Information Item 1 Financial Statements (Unaudited) Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations 2 Condensed Consolidated Statements of Cash Flows 3 Notes to Condensed Consolidated Financial Statements 4 Item 2 Management's Discussion and Analysis of Financial Condition And Results Of Operations 10 Item 3 Controls and Procedures 17 Part II Other information 18 Signatures 19

PROVO INTERNATIONAL, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets

June 30, December 31, 2004 2003 ----------- ------------ (Unaudited) (Audited) ASSETS Current: Cash and cash equivalents $47,395 $106,025 Accounts receivable: Trade, net of allowance for doubtful accounts 2,784,247 5,775,010 Related parties 467,119 564,397 Other 418,231 521,766 --------------------------- Total accounts receivable 3,669,597 6,861,173 Value-added tax recoverable 586,351 531,711 Inventory 501,360 811,934 Prepaid expenses 335,452 348,172 Deferred income taxes 125,941 --------------------------- Total current assets 5,140,155 8,784,956 Property and equipment, net 230,610 406,387 Investment in nonproductive properties 1,955,012 Deferred income taxes 297,217 28,299 Goodwill 5,343,741 5,343,741 Other assets 546,161 388,473 --------------------------- $11,557,884 $16,906,868 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY Current maturities of long-term debt $974,816 $1,548,837 Payable under supplier credit facility 6,940,363 Related parties 864,997 901,267 Accounts payable and accrued expenses 2,601,719 2,795,528 Income taxes payable 171,850 193,835 Deferred income taxes 210,748 Deferred revenue 402,234 463,370 -------------------------- Total current liabilities 5,226,364 12,843,200 Long-term debt, less current maturities 1,076,899 685,772 ----------- ----------- Total liabilities 6,303,263 13,528,972 ----------- ----------- Minority Interest 49 49 Stockholder's Equity Series E Preferred stock, $.01 par value, 2,000,000 shares authorized, issued and outstanding 30,555 and 86,555, respectively. Liquidation preference $306 and 866, respectively. 306 866 Common Stock, $.01 par value, 100,000,000 shares authorized, 41,529,747 and 28,960,449 issued, respectively, 41,099,446 and 28,530,148 outstanding, respectively. 415,297 289,604 Additional paid-in capital 48,951,600 46,904,232 Accumulated deficit (43,105,734) (42,715,222) Unamortized deferred consulting costs (16,644) (145,191) Accumulated other comprehensive loss (118,837) (85,026) Treasury stock, at cost, 430,301 shares. (871,416) (871,416) ----------- ----------- Total stockholders' equity 5,254,572 3,377,847 ----------- ----------- $11,557,884 $16,906,868 =========== ===========
See notes to condensed consolidated financial statements. -1-

PROVO INTERNATIONAL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited)

For the three months ended For the six months ended June 30 June 30 June 30 June 30 2004 2003 2004 2003 ------------ ------------- ------------ ----------- Revenues $10,065,742 $20,571,986 $32,901,029 $21,638,113 Costs and expenses: Cost of revenues (excludes costs $19,050, $42,677, 9,405,641 19,125,583 31,268,840 19,621,304 $37,954 and $85,633 included in depreciation and amortization) Selling, general and administrative 3,875,829 1,568,953 5,014,939 2,172,232 (excludes equity related noncash compensation of $359,494, $0, $431,048 and $0) Depreciation and amortization 80,909 152,758 170,759 296,131 Noncash compensation 359,494 431,048 ------------ ------------- ------------ ----------- 13,721,873 20,847,294 36,885,586 22,089,667 ------------ ------------- ------------ ----------- Loss from operations (3,656,131) (275,308) (3,984,557) (451,554) Other income (expense): Interest income 11,420 13,359 16,599 13,666 Interest expense (156,967) (193,931) (256,209) (215,819) Amortization of deferred debt discount and conversion (47,374) (189,413) (906,872) (189,413) benefit Gain on assets transferred in settlement of supplier 4,808,298 4,808,298 payables Gain on debt settlement 449,850 449,850 Other income (expense) 95,097 95,097 ------------ --------------- -------------------------- Net income (loss) before income tax and minority interest 959,246 (100,346) (322,741) (298,173) ------------ --------------- -------------------------- Income tax expense 67,066 89,996 67,771 89,996 Minority interest 580 580 ------------ -------------- ------------ ----------- Net income (loss) 892,180 (190,922) (390,512) (388,749) ------------ ------------- ------------ ----------- Preferred dividends - 74,467 - 148,934 ------------ --------------- ------------ ----------- Net income (loss) available to common shareholders $892,180 ($265,389) ($390,512) ($537,683) ============ =============== ============ =========== Earnings (Loss) per common share-basic $0.02 ($0.04) ($0.01) ($0.08) ============ =============== ============ =========== Earnings (Loss) per common share-diluted $0.02 ($0.04) ($0.01) ($0.08) ======================================================== Weighted average number of common shares 39,941,021 6,760,751 36,034,948 6,480,257 outstanding- basic ======================================================== Weighted average number of common shares 43,254,885 6,760,751 36,034,948 6,480,257 outstanding- diluted ============ =============== ============ ===========
See notes to condensed consolidated financial statements. -2-

PROVO INTERNATIONAL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited)

For the six months ended June 30, June 30, 2004 2003 ------------- -------------- Cash flow from operating activities: Net loss ($390,512) ($388,749) Adjustments to reconcile net loss to net cash used in operating activities: Minority interest 580 Depreciation and amortization 170,759 296,131 Allowance for bad debts 2,700,000 Debt discount amortization and conversion benefit 906,872 201,911 Gain on debt settlement (4,808,298) (449,850) Noncash compensation charge 431,048 Deferred income taxes 67,771 (129,447) Changes in operating assets and liabilities Accounts receivable 290,763 494,882 Value-added tax recoverable 488,360 (29,009) Inventory 310,574 178,948 Prepaid expenses and other (530,280) (91,980) Other assets (59,406) (4,406) Accounts payable and accrued expenses (29,266) (366,605) Deferred revenue (61,136) (11,471) Income taxes payable (21,985) 217,973 ------------- -------------- Net cash used in operating activities (534,736) (81,092) ------------- -------------- Cash flows from investing activities: Acquisition of property and equipment (159,297) (14,830) Acquisition of Provo Mexico, net of cash acquired $345,137 (154,863) ------------- -------------- Net cash used in investing activities (159,297) (169,693) ------------- -------------- Cash flows from financing activities: Principal payments on long-term debt (622,223) (42,268) Proceeds from sale of convertible notes, net of cost 924,987 Proceeds from issuance of common stock upon exercise of warrants 568,000 Supplier credit facility 84,094 Proceeds (repayment) of bridge loan (203,461) 465,587 Seller note settlement (200,000) ------------- -------------- Net cash provided by financing activities 667,303 307,413 ------------- -------------- Effects of changes in foreign currency exchange rate changes on cash (31,900) 58,848 ------------- -------------- Net increase (decrease) in cash and cash equivalents (58,630) 115,476 ------------- -------------- Cash and cash equivalents, beginning of period 106,025 208,502 Cash and cash equivalents, end of period $47,395 $323,978 ============= ============== Supplemental information: Interest paid during the period $211,000 $185,000 ============= ============== Dividends on Series B Preferred stock accrued $149,000 ============== Supplier credit payable settled by transfer of properties $6,900,000 Net book amounts of properties transferred to supplier $2,142,215 credit settlement =============
See notes to condensed consolidated financial statements. -3-

PROVO INTERNATIONAL, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2004 NOTE A- BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The results for the interim periods are not necessarily indicative of the results that may be attained for an entire year or any future periods. For further information, refer to the Financial Statements and footnotes thereto in the Company's annual report on Form 10-KSB for the fiscal year ended December 31, 2003. There have been no significant changes in accounting policies since December 31, 2003. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. In December 2003, the Company's stockholders approved a two-for-three reverse split of the Company's common stock. All data relating to the number of shares and per share amounts presented in these financial statements have been retroactively adjusted in order to reflect the reverse split. NOTE B- TELMEX SETTLEMENT AGREEMENT On April 7, 2004, Provo Mexico entered into a settlement agreement with Telmex, whereby Provo Mexico transferred eight non-revenue generating real estate properties and certain vehicles carried at a net book value of approximately $2.1 million to Telmex in full satisfaction and release of the $6.9 million credit balance to Telmex. The gain resulting from the reduction of indebtedness approximated $4.8 million, and has been recorded during the three months ended June 30, 2004. The Telmex agreement required Provo Mexico to stop distribution of Telmex prepaid cards from May of 2004. In addition, the settlement agreement requires that for a period of 15 years from the date of the agreement, certain affiliates of Provo Mexico can not participate in any companies or transactions involving the wholesale distribution of Telmex issued prepaid calling cards. Nothing in the settlement agreement restricts the Company or Provo Mexico from continuing to distribute cellular cards issued by Telcel or prepaid telecommunications cards issued by other telecommunications carriers in Mexico, other than Telmex. For the year ended December 31, 2003, Telcel airtime sales represented about 48.3% of Provo Mexico's total annual sales. All purchases of Telcel cards are made in cash and Provo Mexico has no lines of credit with Telcel. As a result of the settlement agreement, Provo Mexico is currently distributing only Telcel cards in Mexico. -4-

NOTE C- ACQUISITION In April 2003, the Company entered into an amended and restated stock purchase agreement with the two stockholders of Proyecciones y Ventas Organizadas, S.A de C.V., a corporation organized under the laws of the Republic of Mexico ("Provo Mexico"), to acquire from them all the issued and outstanding shares of Provo Mexico. The results of operations of Provo Mexico are included from the date of acquisition. The accompanying pro forma operating statements are presented as if the Provo Mexico acquisition occurred on January 1, 2003. The pro forma information is unaudited and is not necessarily indicative of what the actual results of operations of the Company would have been assuming the acquisition had been completed as of January 1, 2003 and neither is it necessarily indicative of the results of operations for future periods. Six months ended June 30, 2003 ------------------------------ Revenues $ 41,187,403 Net loss available to common shareholders (2,346,640) Net loss per share- basic and diluted. ($0.07) The weighted average number used to calculate the net loss per share includes 22,000,000 shares of common stock to be issued upon conversion of 220,000 shares of Series E Preferred issued for the Provo Mexico acquisition and 3,550,000 shares of common stock to be issued upon conversion of 35,500 shares of Series D Preferred issued to officers, employees, brokers and finders in connection with the Provo Mexico acquisition. NOTE D- LOSS PER SHARE The Company follows SFAS No. 128, "Earning per Share", which provides for the calculation of "basic" and "diluted" earnings per share ("EPS"). Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted - average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur through the effect of common shares issuable upon exercise of stock options and warrants and convertible securities. Except for the three months ended June 30, 2004, potential common shares have not been included in the computation of diluted loss since the effect would be antidilutive. -5-

The following table sets forth the computation of basic and diluted earnings (loss) per share:

Three months ended Six months ended June 30, June 30, 2004 2003 2004 2003 -------------------------- ---------------------------- Numerator: Numerator for basic and diluted earning ( loss) per share- net income ( loss) $892,180 ($265,389) ($390,512) ($537,683) ========================== ============================ Denominator Weighted average common shares denominator for basic earnings (loss) per share 39,941,021 6,760,751 36,034,948 6,480,257 Effect of dilutive securities: Convertible Series E Preferred Stock- 3,055,500 Stock warrants 258,334 -------------------------- ---------------------------- Denominator for diluted earnings ( loss) per share 43,254,855 6,760,751 36,034,948 6,480,257 ========================== ============================ Basic earnings (loss) per share $0.02 ($0.04) ($0.01) ($0.08) ========================== ============================ Diluted earnings ( loss) per share $0.02 ($0.04) ($0.01) ($0.08) ========================== ============================
At June 30, 2004, there were outstanding 3,193,200 options and warrants, preferred stock convertible into an aggregate of 3,055,500 shares of common stock and promissory notes convertible into an aggregate of 2,800,000 shares of common stock that could potentially dilute basic EPS in the future. NOTE E- ADOPTION OF NEW ACCOUNTING LITERATURE In January 2003, FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51". This interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interest in variable interest entities created after January 31, 2003 and to variable interest in variable interest entities obtained after January 31, 2003. The adoption of this Interpretation did not have a material effect on the Company's financial statements. In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS 150 establishes standards on classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The provisions of SFAS 150 are effective for financial instruments entered into or modified after May 31, 2003 and to all instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. The adoption of SFAS 150 did not have a material impact on the Company's financial statements. -6-

NOTE F- STOCK OPTIONS Statement of Financial Accounting Standard No. 123 requires the Company to provide pro forma information regarding net loss and net loss per share as if compensation cost for the stock options had been determined in accordance with the fair-value based method prescribed in SFAS No. 123. For the three and six months ended June 30, 2004 and 2003, the pro forma net loss and loss per share calculated under the provisions of SFAS No. 123, would have been the same as the reported numbers. NOTE G- DEBT In January 2004, the Company borrowed an aggregate principal amount of $1,050,000 pursuant to the terms of five convertible promissory notes. The notes are due in January of 2006 and bear an interest rate of 8% per annum. The note holders have the option to convert the balance due under the notes into shares of the Company's common stock at a conversion price of $0.38 per share. In connection with the borrowing, the Company issued the note holders and the placement agent warrants to acquire an aggregate of 1,600,000 shares at an exercise price of $0.51 per share. The Company incurred approximately $145,000 (including $20,000 paid in shares of common stock to the placement agent prior to December 31, 2003). The expenses are treated as deferred financing cost and amortized over the term of the notes. Based on the fair value of the Company's common stock and warrants at the date of issuance, approximately $1,017,000 was allocated as the value of the conversion feature ($605,000) and debt discount ($412,000). The amount attributable to the conversion feature was charged to operations during the three months ended March 31, 2004 and the debt discount is being charged to operations over the term of the note. For the three and six months ended June 30, 2004, approximately $49,000 and $82,000 of discount related to the warrants was charged to operations. In January 2004, the Company repaid $203,461 due under a bridge loan payable. The balance of $125,000 due on the bridge loan was satisfied by issuance of 500,000 shares of the Company's common stock. The fair market value of the shares issued exceeded the balance due under the bridge loan by $160,000. The excess is treated as expense and charged to operations during the three months ended March 31, 2004. NOTE H- STOCKHOLDERS EQUITY In January and February of 2004, the Company issued 4,400,000 shares of common stock upon exercise of warrants and received gross proceeds of $620,000 (net proceeds of $568,000). During the six months ended June 30, 2004, the Company issued 5,600,000 shares of common stock upon conversion of 56,000 shares of Series E Preferred and 52,631 shares of common stock upon exercise of warrants. In May and June 2004, the Company issued 2,016,667 shares of its common stock to its directors, employees and officers. Accordingly, $302,500, representing the fair value of the shares issued, was charged to operations as a noncash compensation charge. -7-

NOTE I - SEGMENT INFORMATION We report our operations in two segments: Internet business in the U.S.A and sale and distribution of prepaid phone cards in Mexico The Company's Internet business provides Internet access, web hosting, website design and related services to residential and business customers. The Company's Mexican subsidiary, Provo Mexico, sells and distributes prepaid phone cards in Mexico for Telcel. Until May of 2004, Provo Mexico distributed prepaid phone cards in Mexico for Telmex. Telmex is the dominant telecommunications provider in Mexico and Telcel is the dominant provider of cellular airtime in Mexico. Prepaid phone cards are distributed through a vast network of retail outlets, including convenience stores, drug stores, restaurants, lottery stands, newspaper and magazine stands and other general stores. Segment information for the three and six months ended June 30 is as follows:

Three months ended Six months ended June 30, June 30, 2004 2003 2004 2003 ------------------------------ ------------------------------ Revenues: Internet business $783,928 $987,218 $1,632,596 $2,053,345 Sale and distribution of phone cards 9,281,814 19,584,768 31,268,433 19,584,768 ------------------------------ ------------------------------ Consolidated $10,065,742 $20,571,986 $32,901,029 $21,638,113 ------------------------------ ------------------------------ Operating profit (loss): Internet business (640,543) (282,507) (978,742) (458,753) Sale and distribution of phone cards (3,015,588) 7,199 (3,005,815) 7,199 ------------------------------ ------------------------------ Consolidated ($3,656,131) ($275,308) ($3,984,557) ($451,554) ------------------------------ ------------------------------
For the three months and six ended June 30, 2004 the Internet business includes approximately $151,000 and $374,000, respectively, of common corporate expenses. For the three months and six months ended June 30, 2003 the Internet business includes approximately $210,000 of common corporate expenses NOTE J- FOREIGN CURRENCY TRANSLATION The Company has determined that for its subsidiary's operations in Mexico, the Mexican peso is the functional currency. Assets and liabilities denominated in the Mexican peso are translated into U.S dollars at the rates in effect at the balance sheet date. Revenues and expenses are translated at average rates for the reported period. The net exchange difference resulting from these translations are recorded as a separate component of the stockholders' equity as accumulated other comprehensive income, which is excluded from net income. For the six months ended June 30, 2004, the Company recorded a translation loss of approximately $34,000 to its stockholders equity as accumulated other comprehensive income. -8-

NOTE K-SUBSEQUENT EVENTS In July 2004, the Company entered into an agreement with the former shareholders of Provo Mexico to sell back Provo Mexico to them in exchange for them returning back to the Company substantially all of the Company's shares of common stock and preferred stock issued to them (the "Unwind"). For the Unwind to take effect, the Company has to comply with several requirements including acquiring another line of business and obtaining shareholder and lenders approval. Upon the Company complying with the requirements and when the likelihood of the unwind is more likely, the measurement date for disposal of Provo Mexico will be established for financial reporting purposes. Once the measurement date is established, the Company will recognize the loss on disposal of Provo Mexico and the Company's financial statements of periods that include results of Provo Mexico operations prior to the measurement date will be reclassified as results of discontinued operations. However, there can be no assurance that the Company will complete the Unwind. In July 2004, the Company entered into an agreement with the holders of secured convertible notes (aggregate face amount of $1,000,000) whereby the noteholders have agreed to release their security interest in Provo Mexico. In connection therewith, the Company has agreed to sell certain of its customer bases to fund the partial repayment of the convertible notes by a specified date. The agreement with the noteholders also provides for payment of the balance due on the notes in shares of the Company's common stock at a conversion price specified in the agreement. The Company is in negotiation with potential buyers to sell certain of its customer bases, however, there is no definitive agreement and there can be assurance that the Company will be successful in selling its customer bases by the specified date or on terms that are acceptable to the Company. In August 2004, the Company entered into a letter of intent to acquire a company in employee leasing and recruitments services. The transaction is subject to, among other things, satisfactory completion of due diligence by both parties, an execution of a definitive agreement with customary closing conditions, including regulatory and shareholder approval. However, there cannot be any assurance that the Company will be able to successfully close the transaction. -9-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this Item 2 and elsewhere in this Form 10-QSB that are not historical facts are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These "forward looking statements" are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such risk factors include, but are not limited to, the following: risks associated with our ability to attract and retain new subscribers to integrate newly acquired subscribers and business entities into our operations, and to manage any future growth; uncertainties regarding our future operating results; risks relating to changes in the market for internet services, regulatory and technological changes, our possible inability to protect proprietary rights, changes in consumer preferences and demographics, competition and our reliance on telecommunication carriers; risks relating to our ability to expand our network structure and to obtain any necessary future financing; risks relating to unfavorable general economic conditions, uncertainty of customer and supplier plans and commitments; risks related to our acquisition of Provo and our ability to maintain the American Stock Exchange listing of our securities; and other risks detailed in this report and in our other Securities and Exchange Commission filings. The words "believe", "expect", "anticipate", "intend" and "plan" and similar expressions identify forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements contained in this report. PROVO ACQUISITION OVERVIEW Prior to acquiring Provo Mexico in 2003 and during 2002, a significant part of our revenues were derived from providing Internet access services to individuals (Residential ISP) and businesses (Business ISP). These revenues were comprised principally of recurring revenues from our customer base, leased line connections and various ancillary services. We charge subscription fees, which are billed monthly, quarterly, semi-annually or annually in advance, typically pursuant to pre-authorized credit card accounts. The balance of our revenues during those periods were derived from website design, development and hosting services. Monthly subscription service revenue for Internet access is recognized over the period in which services are provided. Fee revenues for website design, development and hosting services are recognized as services are performed. Deferred revenue represents prepaid access fees by customers. -10-

On April 3, 2003, we completed the acquisition of all of the issued and outstanding stock of Proyecciones y Ventas Organizadas, S.A. de C.V., a corporation organized under the laws of the Republic of Mexico ("Provo Mexico"). Provo Mexico and its subsidiaries are engaged in the distribution of prepaid calling cards and cellular phone airtime in Mexico. The acquisition was accounted for using the purchase method of accounting with the results of the acquisition included in the consolidated financial statements from the acquisition date. Provo Mexico's primary business is the sale and distribution of prepaid PCS cellular airtime for Telcel in Mexico. Telcel is the dominant provider of cellular airtime in Mexico. Until May 2004, Provo sold and distributed Ladatel payphone calling cards and Multifon prepaid telephone time for Telmex. As a part of Provo Mexico's settlement agreement with Telmex, it has stopped wholesale distribution of Ladatel and Multifon time from May 2004 (See Note B). Prepaid phone cards are distributed through a vast network of retail outlets, including convenience stores, drug stores, restaurants, lottery stands, newspaper and magazine stands and other general stores. Provo purchases large volumes of prepaid cards from Telcel and sells the cards in smaller quantities to retailers either directly or through agents or distributors. Provo Mexico purchases prepaid cards at a discount from the face value of the card, and resells them to retailers or distributors at a slightly lower discount. The difference between the two discount rates, typically from 1% to 7%, represents the gross margin Provo Mexico retains. Cash (C.O.D) purchases result in a higher discount to Provo Mexico compared to purchases on credit terms from Telmex. In addition, the discount obtained by Provo Mexico varies by the type of card, face value of the card and volume levels met. Similarly, the discount offered by Provo Mexico to retailers or distributors varies by the type of card, face value of the card and volume levels of the retailer or distributor. Accordingly, the gross margin attained by Provo Mexico in any period is impacted by several factors. In addition, Telmex and Telcel provide Provo Mexico with additional discounts and rebates based on certain special programs. Provo Mexico's management tries to optimize the gross margins earned by balancing volume levels with its working capital availability, and from time to time has scaled back volume levels due to working capital constraints. RESULTS OF OPERATIONS Comparison of three and six months ended June 30, 2004 and 2003: Revenues. Our revenues decreased for the three months ended June 30, 2004 by $10,506,244 or 51.0% to $10,065,742 over the same period of the prior year. The decrease in revenues was principally due to the discontinuation of wholesale distribution of Ladatel and Multifon cards for Telmex in May of 2004. Our revenues increased for the six months ended June 30, 2004 by $11,262,916 or 52.1%to $32,901,029. The increase in revenues was due to the Provo Mexico acquisition. Excluding the acquisition, revenues decreased for the six months by $420,749 or 20.5% over the same period of the prior year. The decrease in revenues was in part due to customer attrition and due to the reduced amount of website development work we performed in 2004. Pursuant to a settlement agreement with Telmex, Provo Mexico has discontinued the wholesale distribution of Ladatel and Multifon time. Therefore, we anticipate that our revenues for the rest of 2004 will decrease. -11-

Cost of Revenues. For the three months ended June 30, 2004, our cost of revenues decreased by $9,719,942 to $9,405,641. The decrease in cost of revenues was due to decreased revenues in 2004 compared to the same period of the prior year. Cost of revenues as a percentage of revenues for the three months ended June 30, 2004 was 93.4% compared to 93.0% in 2003. For the six months ended June 30, 2004, our cost of revenues increased by $11,647,536 to $31,268,840. The increase in cost of revenues was due to the Provo Mexico acquisition. In percentage terms of revenues, the cost of Provo Mexico's products are generally higher than that of our U.S. operations, and with a greater mix of Provo Mexico's share in our consolidated revenues, cost of revenue as a percentage of revenues is expected to increase. We anticipate that our cost of revenues in absolute dollars for the rest of 2004 will decrease in line with the anticipated decrease in revenues. Selling, General and Administrative. For the three months and six months ended June 30, 2004, selling, general and administrative expenses increased by $2,306,876 to $3,875,829 and by $2,842,707 to $5,014,939, respectively, compared to the same periods of the prior year. The increase in selling, general and administrative expenses was principally due to the addition of $2.7 million to allowance for doubtful accounts during the three months ended June 30, 2004. Due to the discontinuation of the wholesale distribution for Telmex, Provo Mexico has lost the continuity of the relationship with many of its customers. Therefore, Provo Mexico's management evaluated its accounts receivable situation and increased the allowance for doubtful accounts. Depreciation and Amortization. For the three months ended June 30, 2004, depreciation and amortization decreased by $71,849 to $80,909. For the six months ended June 30, 2004, depreciation and amortization decreased by $125,372 to $170,759. Depreciation and amortization decreased as many of our long-lived assets are fully depreciated or amortized over their estimated useful lives. Interest Expense. Interest expense for three months ended June 30, 2004 was $156,967 compared to an interest expense of $193,931 during the comparable period in 2003. Interest expense for the six months ended June 30, 2004 was $256,209 compared to an interest expense of $215,819 during the comparable period in 2003. Interest expense for the three months ended June 30, 2004 decreased compared to the same period of the prior year, principally due to the decreased debt level that resulted from the settlement of supplier credit payable to Telmex in April 2004. Interest expense for the six months ended June 30, 2003 increased compared to the same period of the prior year, principally due to the increased debt level that resulted from the Provo Mexico acquisition. Noncash Compensation Charges. In 2004, we issued 2,016,667 shares of its common stock to its directors, employees and officers. Accordingly, $302,500, representing the fair value of the shares issued, was charged to operations as a noncash compensation charge. In 2003, we entered into consulting agreements with five consultants and issued them an aggregate of 426,117 shares of common stock, and warrants to acquire 100,000 shares of common stock. Based on the fair value of the common shares and warrants, the aggregate consulting costs approximated $294,750 and is being charged to operations over the terms of the respective consulting agreements. -12-

Income Taxes. Represent Provo Mexico's tax, as determined in accordance with Mexico's income tax laws. The effective tax rate was lower than the statutory rate of 34% due to certain revised estimates on deferred taxes. Tax benefit of tax loss carryforward was previously offset by a valuation allowance due to the uncertainty of its realization. For both 2004 and 2003, our U.S. operations did not incur any income tax expense due to losses. The tax benefit of these losses has been completely offset by a valuation allowance due to the uncertainty of its realization. Net loss. As a result of the foregoing and after recognizing a $4.8 million gain on settlement of supplier payable, for the three months ended June 30, 2004, net loss deceased by $1,157,569 to a profit of $892,180 compared to a net loss of $265,389 for the corresponding period in 2003. For the six months ended June 30, 2004, net loss decreased by $147,171 to a loss of $390,512 compared to a net loss of $537,683 for the corresponding period in 2003. LIQUIDITY AND CAPITAL RESOURCES Our working capital deficiency at June 30, 2004 was $ 86,209 compared with a working capital deficiency of $4,058,244 at December 31, 2003. The increase in working capital was primarily due to approximately $1.6 million of additional financing completed in the six months ended June 30, 2004 and due to the settlement of the supplier payable to Telmex. Our recent primary capital requirements were to fund Provo Mexico's working capital. To date, we have financed our capital requirements primarily through the issuance of debt and equity securities. The availability of capital resources is dependent upon many factors, including, but not limited to, prevailing market conditions, interest rates, and our financial condition. In 2004, we borrowed an aggregate principal amount of $1,050,000 through the sale of five convertible promissory notes and we issued 4,400,000 shares of common stock upon exercise of warrants and received gross proceeds of $620,000 (net proceeds of $568,000). At June 30, 2004, Provo Mexico had aggregate borrowings of $1,025,564 under four lines of credit with two Mexican banks. The lines are secured by real estate owned by family members of Provo Mexico's former majority stockholders. At June 30, 2004, the current interest rates on the lines range between 10.8% and 11.3%. The lines expire at various dates between July 2004 and September of 2005 and one line requires a monthly payment of approximately $17,858 in 2004. Historically, Provo Mexico relied on Telmex to finance its inventory purchases with a line of credit. In April 2004, Provo Mexico entered into a settlement agreement with Telmex, whereby Provo Mexico transferred eight non-revenue generating real estate properties and certain vehicles with a net book value of $2.1 million to Telmex in full satisfaction and release of the $6.9 million credit balance to Telmex. The gain resulting from the reduction of indebtedness approximated $4.8 million, and has been recorded during the three months ended June 30, 2004. -13-

The Telmex agreement required Provo Mexico to stop distribution of Telmex prepaid cards from May of 2004. Nothing in the settlement agreement restricts the Company or Provo Mexico from continuing to distribute cellular cards issued by Telcel or prepaid telecommunications cards issued by other telecommunications carriers in Mexico, other than Telmex. For the year ended December 31, 2003, Telcel airtime sales represented about 48.3% of Provo Mexico's total annual sales. All purchases of Telcel cards are made in cash and Provo Mexico has no lines of credit with Telcel. As a result of the settlement agreement, Provo Mexico is currently distributing only Telcel cards in Mexico. As a result of the settlement agreement with Telmex, Provo Mexico has scaled back and continues to scale back its operations in Mexico to reduce costs. Management believes that it can successfully restructure its Mexican operations and reduce costs to mitigate the loss of margin due to the discontinuation of Ladatel sales. However there is no assurance that we will be successful in completing our restructuring on a timely basis. A significant amount of our working capital in Mexico is not required since we have discontinued Ladatel card sales. We anticipate that the collection of existing receivables will provide us with substantial liquidity. However there is no assurance that we will be successful in collecting the receivables in a timely manner. In July 2004, we entered into an agreement with the former shareholders of Provo Mexico to sell back Provo Mexico to them in exchange for them returning back to us substantially all of the Company's shares of common stock and preferred stock issued to them (the "Unwind"). For the Unwind to take effect, we have to comply with several requirements including acquiring another line of business and obtaining shareholder and lender approval. However, there can be no assurance that we will complete the Unwind. In July 2004, we entered into an agreement with the holders of secured convertible notes (aggregate face amount of $1,000,000) whereby the noteholders have agreed to release their security interest in Provo Mexico. In connection therewith, we have agreed to sell certain of our customer bases to fund the partial repayment of the convertible notes by a specified date. The agreement with the noteholders also provides for payment of the balance due on the notes in shares of the Company's common stock at a conversion price specified in the agreement. We are in negotiation with potential buyers to sell certain of our customer bases, however, there is no definitive agreement and there can be assurance that we will be successful in selling our customer bases by the specified date or on terms that are acceptable to us. In August 2004, we entered into a letter of intent to acquire a company in employee leasing and recruitment services. The transaction is subject to, among other things, satisfactory completion of due diligence by both parties, an execution of a definitive agreement with customary closing conditions, including regulatory and shareholder approval. However, there cannot be any assurance that we will be able to successfully close the transaction. -14-

Our plans are to complete the Provo Mexico unwind, sell certain of our customer bases to satisfy our debt obligation and to acquire a company in employee leasing and recruitment services. In addition, we will continue with our Business ISP operations. In order to continue our operations, execute our plans and satisfy our debt obligations, we need to secure additional financing. We are currently pursuing additional sources of financing. There can be no assurance, however, that such financing will be available on terms that are acceptable to us, or on any terms. If we cannot obtain the additional funding we require, or raise money by selling some of our assets, we will have to negotiate with our lenders to extend the repayment dates of our indebtedness. There can be no assurance, however, that we will be able to successfully restructure our debt obligations in the event we fail to obtain additional financing. In order to continue our operations, execute our plans and satisfy our debt obligations, we need to secure additional financing. We are currently pursuing additional sources of financing. There can be no assurance, however, that such financing will be available on terms that are acceptable to us, or on any terms. If we cannot obtain the additional funding we require, or raise money by selling some of our assets, we will have to negotiate with our lenders to extend the repayment dates of our indebtedness. There can be no assurance, however, that we will be able to successfully restructure our debt obligations in the event we fail to obtain additional financing. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statement requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, accounts receivable, long-lived assets and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our significant judgment and estimates used in preparation of our consolidated financial statements. REVENUE RECOGNITION. A part of our revenues are derived from providing Internet access to individuals and businesses. These revenues consist principally of recurring revenues from our customer base, leased line connections and various ancillary services. We charge subscription fees, which are billed monthly, quarterly, and semi-annually or annually in advance, typically pursuant to pre-authorized credit card accounts. Monthly subscription revenue for Internet access is recognized over the period in which services are provided. Fee revenue for website design, development and hosting services are recognized as services are performed. Deferred revenue represents prepaid access fees paid by customers. -15-

We recognize prepaid phone card revenues in accordance with generally accepted accounting principles as outlined in SAB No. 101, which requires that four basic criteria be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) product delivery, including customer acceptance, has occurred; (3) the price is fixed or determinable; and (4) collectibility is reasonably assured. We believe that our revenue recognition policy is critical because revenue is a very significant component of our results of operations. Decisions relative to criteria (4) regarding collectibility are based upon management's judgments and should conditions change in the future and cause management to determine these criteria are not met; our recognized results may be affected. Accounts Receivable. Accounts receivable are reported at their outstanding unpaid principal balances reduced by an allowance for doubtful accounts. We estimate doubtful accounts based on historical bad debts, factors related to specific customers' ability to pay, and current economic trends. We write off accounts receivable against the allowance when a balance is determined to be uncollectible. With respect to the prepaid phone cards business, we perform ongoing credit evaluations of our customers and adjust credit limits based upon our customers' payment history and current credit worthiness, as determined by a review of their current credit information. We continuously monitor collections and an allowance for estimated credit losses is maintained based upon our historical experience and any specific customer issues that have been identified. While such credit losses have historically been within management's expectation and the allowances that have been established, there cannot be any guarantee that the credit loss rates will not change in the future. In this line of business, we have a limited number of customers with individually large amounts due at any balance sheet date. Any unanticipated change in one of those customers' credit position could have a material effect on our results of operations in the period in which such changes or events occur. LONG-LIVED ASSETS. We assess the impairment of long-lived assets, which include property and equipment, intangibles and customer bases when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of those assets. When any such impairment exists, the related assets will be written down to fair value. INVENTORY. Inventory consists of prepaid phone cards, purchased for resale. Inventory is valued at the lower of cost ("first-in, first-out") or market. On a periodic basis, management compares the amount of inventory on hand and under commitment with our latest forecasted requirements to determine whether write-downs for excess inventory are required. Although management considers the amounts on hand to be realizable, there can be no assurance that these amounts will prove to be realizable over time. INCOME TAXES. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income during the period in which those temporary differences are expected to be recovered or settled. Deferred tax assets are periodically evaluated to determine their recoverability, and where the recovery is not likely, a valuation allowance is established. In the event that actual results differ from management's estimates or assumptions change, the provision for income taxes could be materially impacted. -16-

ITEM 3. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures On December 15, 2004, the Company's independent registered public accounting firm notified management that they had identified significant deficiencies regarding the internal controls of the Company's subsidiary in Mexico. The deficiencies noted were related to (a) the subsidiary's financial reporting closing and review process and (b) the lack of account analysis and reconciliations. The Company believes such deficiencies were primarily attributable to changes in personnel within its Mexican subsidiary's accounting department due to the restructuring of operations. The Company is addressing the situation after taking into consideration the planned unwind of the subsidiary. Our management, including our chief executive officer and chief financial officer, have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2004, pursuant to Exchange Act Rules 13a-15(e) and 15(d)-15(e). Not withstanding these observations related to internal controls in our Mexican subsidiary, our chief executive officer and chief financial officer have concluded that as of such date, our disclosure controls and procedures in place are adequate to ensure material information and other information requiring disclosure is identified and communicated on a timely basis. Changes in Internal Control Over Financial Reporting Except for the foregoing, during the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. -17-

PART II OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds Recent Sales of Unregistered Securities During the three months ended June 30, 2004, the Company issued 2,016,667 shares of its common stock to its directors, employees and officers. The foregoing shares were issued pursuant to exemptions from registration under Sections 3(a)(9) and 4(2) of the Securities Act of 1933. Item 6. Exhibits and Reports on Form 8-K a) Exhibits: 31 (a) Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31 (b) Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 (a) Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C Section 1350, furnished herewith 32 (b) Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C Section 1350, furnished herewith b) Reports on Form 8-K: During the three months ended June 30, 2004, the Company filed: (1) an 8-K for the event dated April 7, 2004 under Item 5 to report the Settlement Agreement with Telmex. (2) An 8-K for the event dated April 14, 2004 under Item 5 to report the delay in filing its annual report in Form 10-KSB. -18-

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. December 16, 2004 Provo International, Inc. By: /s/Stephen J. Cole-Hatchard --------------------------- Stephen J. Cole-Hatchard Chief Executive Officer By: /s/Vasan Thatham ---------------- Vasan Thatham Principal Financial Officer and Vice President -19-

Exhibit 31(a)

                                  CERTIFICATION

I, Stephen J. Cole- Hatchard certify that:

1.  I have reviewed this quarterly report on Form 10-QSB/A of Provo
    International, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based
    on our most recent evaluation of internal control over financial reporting,
    to the registrant's auditors and the audit committee of the registrant's
    board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.

Date: December 16, 2004

                                                    /s/ Stephen J. Cole-Hatchard
                                                    ----------------------------
                                                    Chief Executive Officer


Exhibit 32(a)

                  Certification of Periodic Financial Report by
                       Chief Executive Officer Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002
                           and 18 U.S.C. Section 1350


     I, Stephen J. Cole-Hatchard, Sr. Chief Executive Officer of Provo
International, Inc. (the "Company"), certify that:


1. The Company's Quarterly Report on Form 10-QSB/A for the quarterly period
ended June 30, 2004 (the "Report") fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


                                                /S/ Stephen J. Cole-Hatchard
                                                ----------------------------
                                                Stephen J. Cole-Hatchard
                                                Chief Executive Officer
                                                Provo International, Inc.
                                                December 16, 2004


     A signed original of this written statement required by Section 906 has
been provided to Provo International, Inc. and will be retained by Provo
International, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.


Exhibit 31(b)

                                  CERTIFICATION
                                  -------------

     I, Vasan Thatham, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB/A of Provo
     International, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)   Designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this report is being prepared;

     (b)   Evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this report our conclusions about the
           effectiveness of the disclosure controls and procedures, as of the
           end of the period covered by this report based on such evaluation;
           and

     (c)   Disclosed in this report any change in the registrant's internal
           control over financial reporting that occurred during the
           registrant's most recent fiscal quarter (the registrant's fourth
           fiscal quarter in the case of an annual report) that has materially
           affected, or is reasonably likely to materially affect, the
           registrant's internal control over financial reporting; and

5.   Disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the registrant's most recent
     fiscal quarter (the registrant's fourth fiscal quarter in the case of an
     annual report) that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over financial
     reporting; and

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.


Date: December 16, 2004
                                               /s/ Vasan Thatham
                                               ----------------------------
                                               Chief Financial Officer


Exhibit 32(b)

                  Certification of Periodic Financial Report by
                       Chief Financial Officer Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002
                             and 18 U.S.C. ss. 1350


     I, Vasan Thatham, Vice President and Chief Financial Officer of Provo
International, Inc. (the "Company"), certify that:


(1) The Company's Quarterly Report on Form 10-QSB/A for the quarterly period
ended June 30, 2004 (the "Report") fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


                                                /s/ Vasan Thatham
                                                -----------------
                                                Vasan Thatham
                                                Vice President and
                                                Chief Financial Officer
                                                Provo International, Inc.
                                                December 16, 2004


     A signed original of this written statement required by Section 906 has
been provided to Provo International, Inc. and will be retained by Provo
International, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.