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Amendment to a previously filed 8-K

8-K/A




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A

                                (Amendment No. 1)

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):                  June 20, 2000



                      FRONTLINE COMMUNICATIONS CORPORATION.
             (Exact name of registrant as specified in its charter)


           Delaware                    000-24223                 13-3950283
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)
                                              


                One Blue Hill Plaza, Pearl River, New York    10965
               (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:    (914) 623-8553

                                 Not Applicable

           Former name or former address, if changed since last report








Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     The following  financial  statements  and pro forma  financial  information
omitted from the  Company's  Report on Form 8-K for the event dated June 20,2000
filed with the Commission on July 5, 2000 in reliance upon instructions 7(a) (4)
and 7(b)(2) of Form 8-K, are filed herewith.

     (a)  Financial Statements of Business Acquired.

          Financial Statements of DelaNET, Inc.

         (i)   Report of Independent Certified Public Accountants.

         (ii)  Financial  Statements  as of December  31, 1999 and for the years
               ended December 31, 1999 and 1998.

         (iii) Unaudited  Financial  Statements as of March 31, 2000 and for the
               three months ended March 31, 2000 and 1999.


     (b)  Pro Forma Financial Information.

          Unaudited  Pro  Forma  Condensed  Combined  Financial  Statements  for
          Frontline Communications Corporation.

         (i)   Introduction

         (ii)  Pro Forma  Combined  Statements of Operations  for the year ended
               December 31, 1999 and for the three months ended March 31, 2000

         (iii) Notes to Pro Forma Combined Statements of Operations

     (c)  Exhibits

          Reference is made to exhibits previously filed with the Securities and
          Exchange  Commission as Exhibits to the  Company's  Report on Form 8-K
          filed with the Commission on July 5, 2000.






                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated: August 29, 2000

                                      By:
                                          --------------------------------------
                                          Vasan Thatham
                                          Principal Financial Officer 
                                             and Vice President















                                  DelaNET, Inc.









                                                            Financial Statements
                                          Years Ended December 31, 1999 and 1998







                                  DelaNET, Inc.









================================================================================
                                                            Financial Statements
                                          Years Ended December 31, 1999 and 1998





                                                                             F-1






                                                                   DelaNET, Inc.


                                                                        Contents
================================================================================

  Report of independent certified public accountants                         F-3

  Financial statements:
     Balance sheet                                                           F-4
     Statements of operations                                                F-5
     Statements of stockholders' deficit                                     F-6
     Statements of cash flows                                                F-7
     Notes to financial statements                                    F-8 - F-17






                                                                             F-2




Report of Independent Certified Public Accountants



To the Board of Directors of
   Frontline Communications Corporation

We have audited the accompanying balance sheet of DelaNET,  Inc. (the "Company")
as of December 31, 1999, and the related statements of operations, stockholders'
deficit  and cash  flows  for each of the  years in the  two-year  period  ended
December 31, 1999.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As further  described  in Note 10 to the  financial  statements,  subsequent  to
December 31, 1999,  substantially all of the assets of the Company were acquired
by Frontline Communications Corporation.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of DelaNET,  Inc. as of December
31, 1999,  and the results of its  operations and its cash flows for each of the
years in the  two-year  period  ended  December 31,  1999,  in  conformity  with
generally accepted accounting principles.

The  financial  statements  for the year ended  December  31,  1998,  which were
previously  audited  and  reported  on by another  auditor,  have been  restated
herein, as described in Note 9 to the financial statements.





New York, New York

July 31, 2000



                                                                             F-3




                                                                   DelaNET, Inc.


                                                                   Balance Sheet

================================================================================




December 31, 1999
-------------------------------------------------------------------------------------
                                                                               
Assets
Current:
   Cash                                                                   $    55,969
   Accounts receivable, less allowance for doubtful accounts of $26,000        80,925
-------------------------------------------------------------------------------------
           Total current assets                                               136,894
Property and equipment, net (Notes 3 and 4)                                   327,712
Intangibles, net of accumulated amortization of $11,825 (Note 2)               57,425
Other                                                                          11,936
-------------------------------------------------------------------------------------
                                                                          $   533,967
=====================================================================================
Liabilities and Stockholders' Deficit
Current liabilities:
   Accounts payable                                                       $   354,800
   Accrued payroll and other current liabilities                              115,003
   Due to stockholders (Note 6)                                               232,389
   RaveNet obligation (Note 2)                                                 26,000
   Current portion of capital lease obligations (Note 4)                       75,275
   Deferred revenue                                                           334,534
-------------------------------------------------------------------------------------
        Total current liabilities                                           1,138,001
Capital lease obligations, less current portion (Note 4)                       88,875
-------------------------------------------------------------------------------------
        Total liabilities                                                   1,226,876
-------------------------------------------------------------------------------------
Commitments and contingencies (Notes 4, 5 and 8)
Stockholders' deficit:
   Common stock, $0.10 par value, 400,000 shares authorized;
      400,000 shares issued and outstanding                                    40,000
   Additional paid-in capital                                                 657,774
   Accumulated deficit                                                     (1,390,683)
-------------------------------------------------------------------------------------
        Total stockholders' deficit                                          (692,909)
-------------------------------------------------------------------------------------
                                                                          $   533,967
=====================================================================================



                                 See accompanying notes to financial statements.


                                                                             F-4



                                                                   DelaNET, Inc.


                                                        Statements of Operations

================================================================================

Year ended December 31,                                     1999           1998
--------------------------------------------------------------------------------
Revenues                                             $ 1,191,278    $   717,732
--------------------------------------------------------------------------------
Costs and expenses:
   Cost of revenues (Note 5)                             865,317        442,981
   Selling, general and administrative (Note 6)          583,386        318,111
   Noncash compensation (Note 6)                         384,000         10,000
   Depreciation and amortization                         141,785         76,474
--------------------------------------------------------------------------------
        Total costs and expenses                       1,974,488        847,566
--------------------------------------------------------------------------------
        Loss from operations                            (783,210)      (129,834)
Interest expense                                         (37,962)       (30,070)
--------------------------------------------------------------------------------
Net loss                                             $  (821,172)   $  (159,904)
================================================================================

                                 See accompanying notes to financial statements.


                                                                             F-5



                                                                   DelaNET, Inc.


                                             Statements of Stockholders' Deficit

================================================================================





Years ended December 31, 1999 and 1998
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
                                                                                                          
                                                                                    
                                                               Common stock           Additional                           Total    
                                                          ----------------------        paid-in        Accumulated     stockholders'
                                                          Shares          Amount        capital          deficit         deficit    
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Balance, January 1, 1998                                   91,280     $     9,128     $    62,872      $  (409,607)     $  (337,607)
Issuance of common stock                                   11,520           1,152          (1,152)              --               --
Issuance of common stock in settlement of
   stockholder loans (Note 6)                              92,708           9,271         222,503               --          231,774
Issuance of common stock for
   compensation (Note 6)                                    4,000             400           9,600               --           10,000
Net loss                                                       --              --              --         (159,904)        (159,904)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December  31, 1998                               199,508          19,951         293,823         (569,511)        (255,737)
Issuance of common stock for
   compensation (Note 6)                                  200,492          20,049         363,951               --          384,000
Net loss                                                       --              --              --         (821,172)        (821,172)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December  31, 1999                               400,000     $    40,000     $   657,774      $(1,390,683)     $  (692,909)
===================================================================================================================================



                                 See accompanying notes to financial statements.


                                                                             F-6



                                                                   DelaNET, Inc.


                                                        Statements of Cash Flows

================================================================================




Year ended December 31,                                                        1999         1998
-------------------------------------------------------------------------------------------------
                                                                                        
Cash flows from operating activities:
   Net loss                                                               $(821,171)   $(159,904)
   Adjustments to reconcile net loss to net cash provided by (used
      in) operating activities:
        Depreciation and amortization                                       141,785       76,474
        Allowance for doubtful accounts                                     (33,000)      49,000
        Noncash compensation                                                384,000       10,000
        Changes in assets and liabilities, net of effects of
           acquisition of businesses:
              Accounts receivable                                           132,955     (200,830)
              Other assets                                                   (8,437)      (3,500)
              Accounts payable                                              262,092       69,956
              Accrued payroll and other current liabilities                  39,171       38,167
              Deferred revenue                                              140,179       78,797
-------------------------------------------------------------------------------------------------
                Net cash provided by (used in) operating activities         237,574      (41,840)
-------------------------------------------------------------------------------------------------
Cash flows from investing activities:
   Acquisition of property and equipment                                    (73,800)     (72,636)
   Acquisition of businesses, net of cash acquired                          (20,250)     (20,000)
-------------------------------------------------------------------------------------------------
                Net cash used in investing activities                       (94,050)     (92,636)
-------------------------------------------------------------------------------------------------
Cash flows from financing activities:
   Repayments of notes payable                                              (30,847)      (8,255)
   Payment on RaveNet obligation                                             (3,000)          --
   Net proceeds from stockholder loans                                       17,158      168,364
   Repayments of capital lease obligations                                  (70,866)     (27,311)
-------------------------------------------------------------------------------------------------
                Net cash provided by (used in) financing activities         (87,555)     132,798
-------------------------------------------------------------------------------------------------
Net increase (decrease) in cash                                              55,969       (1,678)
Cash, beginning of year                                                          --        1,678
-------------------------------------------------------------------------------------------------
Cash, end of year                                                         $  55,969    $      --
=================================================================================================
Supplemental disclosure of cash flow information:
   Interest paid                                                          $  37,962    $  30,070
=================================================================================================
Supplemental disclosures of non-cash investing and financing
   activities:
      Capital lease obligations incurred for the purchase of equipment    $ 133,495    $  69,892
      Notes payable issued for the purchase of intangible assets          $      --    $  29,000

=================================================================================================
Supplemental disclosure of non-cash financing activities:
   Common stock issued in settlement of stockholder loans                 $      --    $ 231,774
=================================================================================================



                                 See accompanying notes to financial statements.


                                                                             F-7



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

1.   Summary of Significant 
     Accounting Policies

     Organization and Basis of Presentation

     DelaNET,  Inc. (the  "Company") was  incorporated on May 17, 1996 under the
     laws of the State of Delaware.  The Company is an internet service provider
     serving the greater Delaware area,  including parts of Pennsylvania and New
     Jersey.

     As  further  described  in  Note  10,  subsequent  to  December  31,  1999,
     substantially  all of the assets of the Company were  acquired by Frontline
     Communications   Corporation.  No  adjustments  have  been  made  in  these
     financial statements as a result of such acquisition.

     Revenue Recognition

     Revenue related to internet services is recognized over the period in which
     services are provided.  Deferred revenue  represents  prepaid  subscription
     fees by subscribers.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     the  disclosure of  contingent  assets and  liabilities  at the date of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Property and Equipment

     Property and equipment are stated at cost. Depreciation and amortization is
     calculated using the  straight-line  method over the estimated useful lives
     of the assets. Leasehold improvements are amortized using the straight-line
     method over the shorter of the lease term or the estimated  useful lives of
     the assets.  Property and equipment  under capital  leases is stated at the
     present  value  of  minimum  lease  payments  and is  amortized  using  the
     straight-line  method over the  shorter of the lease term or the  estimated
     useful lives of the assets.




                                                                             F-8



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

                                                                      Years
     ------------------------------------------------------------------------
     Computer equipment                                                 3-5
     Furniture and fixtures                                               7
     Leasehold improvements                                               3
     ========================================================================


     Intangibles

     Intangibles consist of purchased customer bases. Amortization is calculated
     using the  straight-line  method  over five  years,  the  expected  benefit
     period.

     Long-Lived Assets

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets  to be  Disposed  of,"  long-lived  assets,  such  as  property  and
     equipment and  intangibles,  are evaluated  for  impairment  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 such assets. Through December 31, 1999, the Company has not
     recorded any such impairment.

     Income Taxes

     The Company has elected to be taxed under the provisions of Subchapter S of
     the Internal  Revenue Code. As such,  the Company is not subject to Federal
     or state  income  taxes  directly.  Income  or loss of the  Company  passes
     through to the individual stockholders.

     Unaudited pro forma income tax information  included in Note 6 is presented
     in accordance  with SFAS No. 109,  "Accounting for Income Taxes," as if the
     Company had been  subject to Federal and state  income  taxes for the years
     ended December 31, 1999 and 1998.



                                                                             F-9



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

     Advertising

     All costs  associated with  advertising  services are expensed as incurred.
     Advertising  expense of  approximately  $58,000  and  $13,000 for the years
     ended  December  31, 1999 and 1998,  respectively,  is included in selling,
     general  and  administrative   expenses.   

     Financial Instruments and Concentration of Credit Risk

     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations  of  credit  risk  consist  primarily  of cash and  accounts
     receivable.   Concentrations  of  credit  risk  with  respect  to  accounts
     receivable are limited due to the large number of customers  comprising the
     Company's   customer  base  and  the  relatively  minor  balances  of  each
     individual  account.  At December 31, 1999, the fair value of the Company's
     financial instruments approximate their carrying value based on their terms
     and interest rates.

     Comprehensive Income (Loss)

     The  Company  has  no  components  of  comprehensive   income  or  expense.
     Accordingly,  the Company's  comprehensive  loss and net loss are equal for
     all periods presented.

     Recent Accounting Pronouncement

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities,"
     which  requires  entities to recognize all  derivatives as either assets or
     liabilities  in the balance  sheet and measure  those  instruments  at fair
     value.  SFAS No.  133, as amended by SFAS No.  137,  is  effective  for all
     fiscal years  beginning after June 15, 2000. The Company does not presently
     enter into any transactions involving derivative financial instruments and,
     accordingly,  does not  anticipate the new standard will have any effect on
     its financial statements.



                                                                            F-10



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

     In March  2000,  the FASB issued  Interpretation  No. 44,  "Accounting  for
     Certain  Transactions  Involving Stock  Compensation," an interpretation of
     APB Opinion No. 25 ("FIN No. 44"). FIN No. 44 clarifies the  application of
     APB Opinion No. 25 for certain issues including:

     (a)  the definition of an employee for purposes of applying APB Opinion No.
          25,

     (b)  the  criteria  for   determining   whether  a  plan   qualifies  as  a
          noncompensatory plan,

     (c)  the accounting consequences of various modifications to the terms of a
          previously fixed stock option or award, and

     (d)  the  accounting  for an  exchange  of stock  compensation  awards in a
          business combination.

     In general,  FIN No. 44 is  effective  July 1, 2000.  The Company  does not
     expect  the  adoption  of FIN  No.  44 to  have a  material  impact  on its
     financial position or results of operations.

2.   Acquisitions

     On December 23, 1998, the Company  entered into a stock purchase  agreement
     (the "Agreement") with RaveNet Systems, Inc. ("RaveNet") to acquire 100% of
     the  outstanding  common  stock of RaveNet in  exchange  for $20,000 and an
     obligation to pay an additional  $80,000 within six months from the date of
     the  Agreement.  As of December 31, 1999,  the Company had paid the $20,000
     and an  additional  $3,000 and was in  negotiations  to reduce the  overall
     original purchase price. In accordance with a settlement  agreement entered
     into in May 2000 between the Company and the former  RaveNet  stockholders,
     the purchase price was deemed to be $49,000,  all of which was allocated to
     purchased customer base,  included in intangibles to be amortized over five
     years, the expected benefit period. The remaining  obligation to RaveNet of
     $26,000 is reflected in the  financial  statements  as of December 31, 1999
     and was subsequently paid in May 2000.



                                                                            F-11



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

     On June 30, 1999, the Company entered into an asset purchase agreement with
     New World  Internet  Providers,  Inc. ("New World") to acquire the customer
     base and assume  certain  liabilities of New World in exchange for $10,000.
     The customer base,  with a value of $20,250,  is included in intangibles to
     be amortized over five years, the expected benefit period.

3.   Property and Equipment

     Property and equipment consists of the following:


     December 31, 1999
     ---------------------------------------------------------------------------
     Computer equipment                                               $ 547,295
     Furniture and fixtures                                              10,076
     Leasehold improvements                                              22,037
     ---------------------------------------------------------------------------
                                                                        579,408
     Less:  Accumulated depreciation and amortization                  (251,696)
     ---------------------------------------------------------------------------
           Total                                                      $ 327,712
     ===========================================================================
                                                          

     Included in computer  equipment is equipment under capitalized  leases with
     costs of $274,680 and accumulated  amortization of $115,870 at December 31,
     1999.

4.   Leases

     The Company leases certain computer and office equipment under  capitalized
     leases, and office space under noncancelable  operating leases, expiring at
     various dates through 2002.


                                                                            F-12



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

     Future  minimum  annual  lease  payments  under  capitalized  leases  as of
     December 31, 1999 are as follows:


     ---------------------------------------------------------------------------
     2000                                                              $105,485
     2001                                                                44,116
     2002                                                                58,688
     ---------------------------------------------------------------------------
     Total minimum lease payments                                       208,289
     Less:  Amount representing interest                                (44,139)
     ---------------------------------------------------------------------------
     Present value of minimum lease payments                            164,150
     Less:  Current portion                                             (75,275)
     ---------------------------------------------------------------------------
                                                                      $  88,875
     ===========================================================================
                                                    

     Future minimum lease commitments  under a noncancelable  operating lease as
     of  December  31, 1999 are  approximately  $15,000 and $7,000 for the years
     ended December 31, 2000 and 2001, respectively.

     Rent  expense for the years ended  December  31, 1999 and 1998  amounted to
     approximately $19,000 and $12,000, respectively.

5.   Major Vendors

     During the years ended December 31, 1999 and 1998, the Company  purchased a
     significant  portion  of its cost of  revenues  from a few  major  vendors.
     During the year ended  December  31,  1999,  purchases  from three  vendors
     totaled 32%, 24% and 11% of the  Company's  total cost of revenues.  During
     the year ended December 31, 1998,  purchases from four vendors totaled 18%,
     15%, 14% and 12% of the Company's total cost of revenues.

     Additionally,  the Company has entered into service agreements through 2004
     with  certain of its  vendors.  Annual  commitments  under such  agreements
     aggregate approximately $150,000,  $112,000,  $71,000,  $71,000 and $43,000
     for the years  ending  December  31, 2000 through  2004,  respectively.  In
     connection  with the asset  purchase  agreement,  as  described in Note 10,
     commitments  under such service  agreements  have been assumed by Frontline
     Communications Corporation as of June 20, 2000.




                                                                            F-13



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

6.   Related Party Transactions

     During 1999 and 1998, certain  stockholders of the Company incurred various
     operating  expenses  on  behalf of the  Company.  These  amounts  have been
     recorded as expenses by the Company in the periods incurred. Amounts due to
     stockholders,   which  are  short-term  and  noninterest-bearing,   totaled
     $232,389 at December 31, 1999.

     During 1999, the Company issued 200,492 shares of its common stock,  with a
     fair value of $384,000, to two of its officers/stockholders, which has been
     charged to the Company's 1999 operations as noncash compensation.

     During 1998, the Company  issued 92,708 shares of its common stock,  with a
     fair  value  of  $231,774,   as  settlement  of  certain   amounts  due  to
     stockholders.

     During 1998,  the Company  issued 4,000 shares of its common stock,  with a
     fair value of  $10,000,  to two  employees,  which has been  charged to the
     Company's 1998 operations as noncash compensation.

     During  1999,  cash  compensation  to three  officers/stockholders  totaled
     $36,000.  During  1998,  there  was no  such  cash  compensation  to  those
     individuals.



                                                                            F-14



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

7.   Income Taxes (Unaudited)

     As a  Subchapter  S  corporation,  the Company is not subject to Federal or
     state  income  taxes  directly.  Unaudited  pro forma  income  tax  expense
     (recovery) which would have resulted if the Company was a C corporation for
     income tax reporting  purposes,  differs from the amounts that would result
     from applying the Federal statutory rate of 34% as follows:


     December 31,                       1999                      1998
     ---------------------------------------------------------------------------
     Federal income taxes 
       (recoveries)
       computed at the
       statutory rate           $(279,198)     (34.0)%      $(54,367)    (34.0)%
     State income taxes
       (recoveries), net of
       Federal benefit            (45,164)      (5.5)         (8,795)     (5.5)
     Change in valuation
       allowance                  324,000       39.5          63,000      39.5
     Other                            362         --             162        --
     ---------------------------------------------------------------------------
           Total                $      --         --%       $     --        --%
     ===========================================================================


     Temporary  differences  that  give  rise  to the  components  of pro  forma
     deferred tax assets and liabilities as described above are approximately as
     follows:


     December 31, 1999
     ---------------------------------------------------------------------------
     Deferred tax assets:                                
        Net operating loss carryforward                             $  434,000
        Accounts receivable                                             10,000
        Deferred revenue                                               132,000
     ---------------------------------------------------------------------------
        Gross deferred tax assets                                      576,000
     Deferred tax liability:                             
        Property and equipment                                         (27,000)
     ---------------------------------------------------------------------------
        Net deferred tax asset                                         549,000
     Valuation allowance                                              (549,000)
     ---------------------------------------------------------------------------
        Net deferred tax asset                                      $       --
     ===========================================================================
                                                         

                                                                            F-15


                                                   
                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

8.   Legal Proceedings

     The Company is involved in various claims and legal actions  arising in the
     ordinary  course of business.  In the opinion of  management,  the ultimate
     disposition  of  these  matters  will  not have a  material  effect  on the
     Company's financial position, results of operations or liquidity.

9.   Restatement

     During the course of the audit of the Company's  financial  statements  for
     the year  ended  December  31,  1999,  and the  re-audit  of the  financial
     statements  for the year ended  December 31, 1998, the Company became aware
     of certain required adjustments, primarily in the accounts payable, RaveNet
     obligation  and accounts  receivable  balances as of December 31, 1998. The
     financial  statements  for the year  ended  December  31,  1998  have  been
     restated to reflect these adjustments, as summarized below:


     ---------------------------------------------------------------------------
     Net loss  -  as previously reported                              $(208,000)
     Adjustments -  increase (decrease):
        Additional cost of revenues                                     (75,000)
        Allowance for doubtful accounts                                  78,000
        Reversal of write-off of intangible asset                        50,000
        Other                                                            (4,904)
     ---------------------------------------------------------------------------
     Net loss - as adjusted                                           $(159,904)
     ===========================================================================



                                                                            F-16



                                                                   DelaNET, Inc.


                                                   Notes to Financial Statements

================================================================================

10.  Subsequent Event
   
     On June 20,  2000  (the  "Closing  Date"),  pursuant  to an Asset  Purchase
     Agreement,  substantially all of the assets of the Company were acquired by
     Frontline  Communications  Corporation  ("Frontline")  for consideration of
     approximately $3,697,000,  subject to certain adjustments,  as follows: (1)
     $1,750,000  cash paid to the  Company on the  Closing  Date;  (2)  $250,000
     placed in escrow on the Closing Date, to be distributed in accordance  with
     an escrow  agreement;  (3) 200,000 shares of  unregistered  common stock of
     Frontline,  valued at $321,400;  (4) a convertible  promissory  note in the
     principal amount of $728,600 (the "Convertible  Promissory  Note"); and (5)
     the  assumption of  approximately  $647,000 of  liabilities.  The principal
     amount of the  Convertible  Promissory  Note is payable in full on June 20,
     2003, with the right of early repayment, and bears interest at a rate of 4%
     per annum, payable semi-annually  commencing on December 20, 2000. Pursuant
     to the  Convertible  Promissory  Note,  Frontline  will have the  option to
     convert  the  principal   amount  and  any  unpaid  accrued  interest  into
     unregistered  shares of common stock of Frontline,  at a conversion rate of
     $8 per share, if, at any time during the term of the Convertible Promissory
     Note, the closing price of the common stock of Frontline  equals or exceeds
     $10 per share.


                                                                            F-17



                                  DelaNET, Inc.


                              Financial Statements


                       For the period ended March 31, 2000











                                  DelaNET, Inc.




T
able of contents


Financial Statements (unaudited):


         Condensed Balance Sheets                             1

         Condensed Statements of Operations                   2

         Condensed Statements of Cash flows                   3

         Notes to Condensed Financial Statements              4






DelaNET, Inc.
Condensed Balance Sheet




                                                                           March 31,      December 31,
                                                                             2000           1999 (1)
                                                                          -----------    -----------
                                                                          (Unaudited)
                                                                                           
ASSETS
Current:
   Cash                                                                   $    79,012    $    55,969
   Accounts receivable, net of allowance for doubtful accounts                110,035         80,925
   Prepaid expenses and other                                                   1,530             --
                                                                          -----------    -----------
                              Total current assets                            190,577        136,894

Property and equipment, net                                                   407,160        327,712
Intangibles, net                                                               52,969         57,425
Other                                                                          11,936         11,936

                                                                          -----------    -----------
                                                                          $   662,642    $   533,967
                                                                          ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable and accrued expenses                                  $   515,393    $   469,803
   Due to stockholders                                                        232,389        232,389
   RaveNet obligation                                                          26,000         26,000
   Deferred revenue                                                           339,886        334,534
   Current portion of capitalized lease obligations                            70,000         75,275
                                                                          -----------    -----------
                            Total current liabilities                       1,183,668      1,138,001

Capitalized lease obligations, net of current portion                         153,873         88,875

                                                                          -----------    -----------
                                Total liabilities                           1,337,541      1,226,876
                                                                          -----------    -----------

Stockholders' deficit:
   Common Stock, $.01 par value, 400,000 authorized,  400,000 issued
      and outstanding                                                          40,000         40,000
   Additional paid-in capital                                                 657,774        657,774
   Accumulated deficit                                                     (1,372,673)    (1,390,683)
                                                                          -----------    -----------
                           Total stockholders' deficit                       (674,899)      (692,909)

                                                                          -----------    -----------
                                                                          $   662,642    $   533,967
                                                                          ===========    ===========



(1)  The  condensed  balance  sheet at December 31, 1999 is derived from audited
     financial  statements  at that  date.


     See notes to condensed financial statements.


                                      -1-



DelaNET, Inc.
Condensed Statements of Operations
(Unaudited)

                                                          Three months ended
                                                        March 31,      March 31,
                                                          2000           1999
                                                       ---------      ---------

Revenues                                               $ 531,106      $ 250,263

Costs and expenses:
  Cost of revenues                                       356,372        194,262
  Selling, general and administrative                    149,626        126,159
  Depreciation and amortization                           28,256         23,455
                                                       ---------      ---------
                   Total costs end expenses              534,254        343,876
                                                       ---------      ---------

Loss from operations                                      (3,148)       (93,613)

Other income (expense):
  Interest expense                                       (11,118)        (9,538)
  Other income                                            32,276             --
                                                       ---------      ---------
Net income (loss)                                      $  18,010      ($103,151)
                                                       =========      =========



     See notes to condensed financial statements.


                                      -2-



DelaNET, Inc.
Condensed Statements of Cash Flows
(Unaudited)




                                                                        Three months ended
                                                                       March 31,    March 31,
                                                                         2000         1999
                                                                       ---------    ---------
                                                                                     
Cash flows from operating activities:
Net income (loss)                                                      $  18,010    ($103,151)
Adjustments to reconcile net income to net cash provided by
operating activities:
   Depreciation and amortization                                          28,256       23,455

   Changes in assets and liabilities net of effect of acquisition
     of businesses
       Accounts receivable                                               (29,110)     (11,744)
       Prepaid expenses and other assets                                  (1,530)        (100)
       Accounts payable and accrued expenses                              45,580      161,084
       Deferred revenue                                                    5,352       70,944
                                                                       ---------    ---------
                 Net cash provided by operating activities                66,558      140,488
                                                                       ---------    ---------

Cash flows from investing activities:
      Acquisition of property and equipment                              (18,135)     (12,682)
                                                                       ---------    ---------
                               Net cash used in investing activities     (18,135)     (12,682)
                                                                       ---------    ---------

Cash flows from financing activities:
     Repayments of capital lease obligations                             (25,380)     (16,607)
                                                                       ---------    ---------
                               Net cash used in financing activities     (25,380)     (16,607)
                                                                       ---------    ---------

Net increase in cash                                                      23,043      111,199

Cash, beginning of period                                                 55,969           --
                                                                       ---------    ---------
Cash, end of period                                                    $  79,012    $ 111,199
                                                                       =========    =========

Supplemental information:
Approximate interest paid during the period                            $  11,000    $   9,500
Capital lease obligations incurred for the purchase of equipment       $  86,000    $  11,000




     See notes to condensed financial statements.


                                      -3-



DelaNET, Inc.


Notes to Condensed Financial Statements (Unaudited)
March 31, 2000


NOTE A-BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  Accordingly, they do not include all the information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In  the  opinion  of the  management,  the  accompanying  financial
statements include all normal recurring adjustments considered necessary for the
fair  presentation of the results for interim periods.  These unaudited  interim
financial  statements  should be read in conjunction with the audited  financial
statements  included  elsewhere in this Form 8-K/A.  The results for the interim
periods are not  necessarily  indicative  of the  results to be expected  for an
entire year or any future periods.

NOTE B- SUBSEQUENT EVENT

     On June 20,  2000  (the'  Closing  Date"),  pursuant  to an Asset  Purchase
Agreement,  substantially  all of the assets of the  Company  were  acquired  by
Frontline   Communications   Corporation   ("Frontline")  for  consideration  of
approximately  $3,697,000,  subject to certain adjustments,  payable as follows:
(1)  $1,750,000  cash was paid to the Company on the Closing Date;  (2) $250,000
was placed in escrow on the Closing Date to be distributed in accordance with an
escrow agreement;  (3) 200,000 shares of unregistered common stock of Frontline,
valued at $321,400; (4) a convertible promissory note in the principal amount of
$728,600  (the"  Convertible  Promissory  Note")  ; and  (5) the  assumption  of
approximately  $647,000 of liabilities.  The principal amount of the Convertible
Promissory  Note is  payable in full on June 20,  2003,  with the right of early
payment,  and bears  interest at a rate of 4% per annum,  payable  semi-annually
commencing on December  20,2000.  Pursuant to the Convertible  Promissory  Note,
Frontline  will have the option to convert the  principal  amount and any unpaid
accrued  interest into  unregistered  shares of common stock of Frontline,  at a
conversion  price  of $8 per  share,  if,  at any  time  during  the term of the
Convertible  Promissory Note, the closing price of the common stock of Frontline
equals  or  exceeds  $10 per  share.  No  adjustments  have  been  made in these
financial statements as a result of such acquisition by Frontline.


                                      -4-




                      Frontline Communications Corporation
                                and DelaNET, Inc.

               Unaudited Pro Forma Combined Financial Information

     On June 20,  2000  (the  "Closing  date"),  pursuant  to an Asset  Purchase
Agreement,   Frontline   Communications   Corporation   ("Frontline")   acquired
substantially all of the assets of DelaNET,  Inc.  ("Delanet") for consideration
of approximately $3,697,000, subject to certain adjustments, payable as follows:
(1)  $1,750,000  cash was paid to Delanet on the Closing Date;  (2) $250,000 was
placed in escrow on the Closing Date, to be  distributed  in accordance  with an
escrow agreement;  (3) 200,000 shares of unregistered common stock of Frontline,
valued at $321,400 (4) a convertible  promissory note in the principal amount of
$728,600  (the  "Convertible  Promissory  Note");  and  (5)  the  assumption  of
approximately  $647,000 of liabilities.  The principal amount of the Convertible
Promissory  Note is  payable in full on June 20,  2003,  with the right of early
payment,  and bears  interest at a rate of 4% per annum,  payable semi  annually
commencing on December 20, 2000.  Pursuant to the Convertible  Promissory  Note,
Frontline  will have the option to convert the  principal  amount and any unpaid
accrued  interest into  unregistered  shares of common stock of Frontline,  at a
conversion  price  of $8 per  share,  if,  at any  time  during  the term of the
Convertible  Promissory Note, the closing price of the common stock of Frontline
equals or exceeds $10 per share.

     The accompanying unaudited Pro Forma Combined Statements of Operations have
been derived from  Frontline's  and Delanet's  statements of operations  for the
year ended  December  31, 1999 and for the three  months  ended March 31,  2000.
Adjustments  have been made to such  information  to give  effect to the Delanet
acquisition and assumed public sale of Series B Convertible Redeemable preferred
stock by  Frontline  for $2  million  issued in  February  2000 to fund the cash
portion of the acquisition as if each of the transactions had occurred as of the
beginning of the earliest period covered by these Pro Forma Combined  Statements
of Operations.

     The  unaudited  Pro  Forma  Combined  Statements  of  Operations  have been
included as required and allowed by the rules of the Commission and are provided
for  informational  purposes only. The Pro Forma Statements of Operations do not
purport to be indicative of the results of the operations  which would have been
obtained if the acquisition had been effected on the date indicated or which may
be  obtained  in the  future.  The  accompanying  unaudited  Pro Forma  Combined
Statements  of  operations  should be read in  conjunction  with the  respective
historical  financial  statements  of  Frontline  and that of Delanet  which are
contained elsewhere herein.

     A consolidated balance sheet subsequent to the Closing Date was included in
Frontline's unaudited interim financial statements as of June 30, 2000, as filed
on Form 10-QSB on August 14,2000. As such no pro forma balance sheet is provided
herein.



                                     Page 1




FRONTLINE COMMUNICATIONS CORPORATION and DELANET, Inc.
Pro Forma Combined Statement of Operations
For the year ended December 31, 1999
(Unaudited)





                                                            Historical                Pro Forma                          Pro Forma
                                                    Frontline         DelaNet        Adjustments         Note            Combined
                                                   ------------     ------------     ------------  ---------------     ------------
                                                                                                                  
Revenues                                           $  2,975,213     $  1,191,278                                       $  4,166,491
                                                   ------------     ------------                                       ------------
                                                                                                                      
Costs and expenses:                                                                                                   
      Cost of revenues                                2,015,824          865,317                                          2,881,141
      Selling, general and administrative             5,235,711          583,386           56,000          1              5,875,097
      Depreciation and amortization                   1,764,373          141,785        1,311,321          2              3,217,479
      Non-cash compensation charge                      754,220          384,000         (384,000)         1                754,220
                                                   ------------     ------------     ------------                      ------------
                                                      9,770,128        1,974,488          983,321                        12,727,937
                                                   ------------     ------------     ------------                      ------------
Loss from operations                                 (6,794,915)        (783,210)        (983,321)                       (8,561,446)
                                                                                                                      
Other income (expense):                                                                                               
   Interest and other income                             82,411                                                              82,411
   Interest expense                                     (44,754)         (37,962)                                           (82,716)
                                                   ------------     ------------     ------------                      ------------
Net loss                                             (6,757,258)        (821,172)        (983,321)                       (8,561,751)
                                                   ------------     ------------     ------------                      ------------
                                                                                                                      
                                                                                                                      
Preferred dividends                                                                        80,000          3                 80,000
                                                   ------------     ------------     ------------                      ------------
Net loss applicable to common shares               ($ 6,757,258)    ($   821,172)    ($ 1,063,321)                     ($ 8,641,751)
                                                   ============     ============     ============                      ============
                                                                                                                      
Loss per common share-basic and diluted            ($      1.90)                                                       ($      2.30)
                                                   ============                                                        ============
                                                                                                                      
Weighted average number of  common shares                                                                             
   outstanding- basic and diluted                     3,550,231                                            4              3,750,231
                                                   ============                                                        ============





                                     Page 2





FRONTLINE COMMUNICATIONS CORPORATION and DELANET, Inc.
Pro Forma Combined Statement of Operations
For the three months ended March 31, 2000
(Unaudited)





                                                           Historical                Pro Forma                          Pro Forma
                                                   Frontline         DelaNet        Adjustments         Note            Combined
                                                  ------------     ------------     ------------  ---------------     ------------
                                                                                                                 
Revenues                                          $     934,654    $     531,106                                      $   1,465,760
                                                  -------------    -------------                                      -------------
                                                                                                                     
Costs and expenses:                                                                                                  
      Cost of revenues                                  592,527          356,372                                            948,899
      Selling, general and administrative             1,553,918          149,626           14,000          1              1,717,544
      Depreciation and amortization                     661,463           28,256          327,830          2              1,017,549
                                                  -------------    -------------    -------------                     -------------
                                                      2,807,908          534,254          341,830                         3,683,992
                                                  -------------    -------------    -------------                     -------------
Loss from operations                                 (1,873,254)          (3,148)        (341,830)                       (2,218,232)
                                                                                                                     
Other income (expense):                                                                                              
   Interest and other income                             93,299           32,276                                            125,575
   Interest expense                                     (38,616)         (11,118)                                           (49,734)
                                                  -------------    -------------    -------------                     -------------
Net loss                                             (1,818,571)          18,010         (341,830)                       (2,142,391)
                                                  -------------    -------------    -------------                     -------------
                                                                                                                     
Dividends related to beneficial conversion                                                                           
  feature of preferred stock                          5,856,497                                                           5,856,497
                                                                                                                     
Preferred dividends                                      62,747                             9,556          3                 72,303
                                                   -------------   -------------    -------------                     -------------
Net loss applicable to common shares              ($  7,737,815)   $      18,010    ($    351,386)                    ($  8,071,191)
                                                  =============    =============    =============                     =============
                                                                                                                     
Loss per common share-basic and diluted           ($       1.73)                                                      ($       1.73)
                                                  =============                                                       =============
                                                                                                                     
Weighted average number of  common shares                                                                            
   outstanding- basic and diluted                     4,462,909                                            4              4,662,909
                                                  =============                                                       =============





                                     Page 3





                      Frontline Communications Corporation
                                and DelaNET, Inc.

               Unaudited Pro Forma Combined Financial Information


Pro Forma adjustments

The Pro Forma  Adjustments  to the Unaudited Pro Forma  Statements of Operations
are as follows:

1.   To  adjust   historical   compensation  of  officers  to  compensation  per
     consulting agreements entered into at date of acquisition.

2.   To reflect  amortization of acquired  intangibles,  using estimated  useful
     life of 3 years.

3.   To record the dividend payable on Series B Convertible Redeemable preferred
     stock.

4.   The weighted  average  number of shares have been  adjusted for issuance of
     200,000 shares of Frontline's common stock for Delanet acquisition.
















                                     Page 4