Annual statement of changes in beneficial ownership of securities

February 12, 2004

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

THATHAM VASAN

(Last)

(First)

(Middle)

ONE BLUE HILL PLAZA, 7TH FLOOR

(Street)

PEARL RIVER

10965

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROVO INTERNATIONAL INC [FNT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2004		J	0	A	$ 0	163,667 ⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$ 9.09	01/30/2004		J⁽²⁾	13,334		01/13/1999	01/13/2004	Common	13,334	$ 0	66,667	D
Stock Options	$ 8.48	01/30/2004		J⁽²⁾	666		09/21/1999	09/21/2004	Common	666	$ 0	66,667	D
Stock Options	$ 7.13	01/30/2004		J⁽²⁾	20,000		10/01/1999	10/01/2004	Common	20,000	$ 0	66,667	D
Stock Options	$ 7.88	01/30/2004		J⁽²⁾	6,667		12/23/1999	12/23/2004	Common	6,667	$ 0	66,667	D
Stock Options	$ 2.16	01/30/2004		J⁽²⁾	1,333		06/02/2000	06/02/2005	Common	1,333	$ 0	66,667	D
Stock Options	$ 0.75	01/30/2004		J⁽²⁾	6,667		11/08/2000	11/08/2005	Common	6,667	$ 0	66,667	D
Stock Options	$ 0.33	01/30/2004		J⁽²⁾	18,000		04/01/2001	04/01/2006	Common	18,000	$ 0	66,667	D

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
THATHAM VASAN ONE BLUE HILL PLAZA, 7TH FLOOR PEARL RIVER,NY10965			Chief Financial Officer

Explanation of Responses:

1. Adjusted to give effect to a 2 for 3 reverse split of the Company's securities, which took effect on 01/31/04.

2. Represents adjustment of previously issued stock options to reflect the two for three reverse split of the Company's securities, which took effect on January 30, 2004.

	Vasan Thatham	02/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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