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Amendment to a previously filed 10QSB

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-



I
TEM 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-




I
TEM 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.