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Filing by person(s) reporting owned shares of common stock in a public company >5%

SC 13D

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

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                                (Amendment No. )*


                      Frontline Communications Corporation
________________________________________________________________________________
                                (Name of Issuer)


                          Common Stock, $.01 par value
________________________________________________________________________________
                         (Title of Class of Securities)


                                    35921T108
________________________________________________________________________________
                                 (CUSIP Number)


                                December 12, 2003
________________________________________________________________________________
             (Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.

________________________________________________________________________________



                                       1





CUSIP No. 35921T108
                                                                           

1.       Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).

         Ventura Martinez del Rio, Sr.

________________________________________________________________________________
                                                               
2.       Check the Appropriate Box if a Member of a Group
         (a) [X]
         (b) [  ]

________________________________________________________________________________
                                                              
3.       SEC Use Only

________________________________________________________________________________
                                                       
4.       Source of Funds

         PF
________________________________________________________________________________
                                                                           
5.       Check if Disclosure of Legal Proceedings Is Required Pursuant to 
         Items 2(d) or 2(e)  [  ]

________________________________________________________________________________

                                                                   
6.       Citizenship or Place of Organization

         Mexico
________________________________________________________________________________
                                                             
                           7.       Sole Voting Power

NUMBER OF                           10,008,385
   SHARES                  _____________________________________________________
BENEFICIALLY
  OWNED BY                 8.       Shared Voting Power
     EACH
 REPORTING                          0 shares
   PERSON                  _____________________________________________________
   WITH:
                           9.       Sole Dispositive Power

                                    10,008,385
                           _____________________________________________________
                                                             
                           10.      Shared Dispositive Power

                                    0 shares
                                                                  
________________________________________________________________________________

11.      Aggregate Amount Beneficially Owned by Each Reporting Person

         10,008,385
________________________________________________________________________________
                                                                      
12.      Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [  ]

________________________________________________________________________________
                                                             

13.      Percent of Class Represented by Amount in Row 9

         37.1%
                                                            
________________________________________________________________________________



                                       2





14.      Type of Reporting Person*

         IN
________________________________________________________________________________
                                                   


Explanation of Responses:

(1)

(2)

________________________________________________________________________________











                                       3







CUSIP No. 35921T108
                                                               

1.       Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).

         Ventura Martinez del Rio, Jr.

________________________________________________________________________________
                                                                            
2.       Check the Appropriate Box if a Member of a Group
         (a) [X]
         (b) [  ]

________________________________________________________________________________
                                      
3.       SEC Use Only

________________________________________________________________________________
                                                                             
4.       Source of Funds

         PF

________________________________________________________________________________
                                                                           
5.       Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 
         2(d) or 2(e)  [  ]

________________________________________________________________________________

                                                                              
6.       Citizenship or Place of Organization

         Mexico

________________________________________________________________________________
                                                                               
                           7.       Sole Voting Power

NUMBER OF                           3,336,129
   SHARES                  _____________________________________________________
BENEFICIALLY
  OWNED BY                 8.       Shared Voting Power
     EACH
 REPORTING                          0 shares
   PERSON                  _____________________________________________________
    WITH:
                           9.       Sole Dispositive Power

                                    3,336,129
                           _____________________________________________________
                                                                            
                           10.      Shared Dispositive Power

                                    0 shares
                           _____________________________________________________
                                                                                

11.      Aggregate Amount Beneficially Owned by Each Reporting Person

         3,336,129
________________________________________________________________________________

12.      Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [  ]

________________________________________________________________________________
                                                              

13.      Percent of Class Represented by Amount in Row 9

         12.4%
                                                                              
________________________________________________________________________________



                                       4




14.      Type of Reporting Person

         IN
                                                                             
________________________________________________________________________________


Explanation of Responses:

(1)

(2)










                                       5


________________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                                  Statement of

                          VENTURA MARTINEZ DEL RIO, SR.
                                       and
                          VENTURA MARTINEZ DEL RIO, JR.
                                                                    
        Pursuant to Section 13(d) of the Securities Exchange Act of 1934
                                  in respect of

                       FRONLINE COMMUNICATIONS CORPORATION
                                                                    
     This Report on Schedule 13D (the "Statement") relates to the common stock,
par value $.01 per share (the "Common Stock") of Frontline Communications
Corporation, a Delaware corporation (the "Company"), and is being filed by
Ventura Martinez del Rio, Sr. ("Martinez del Rio, Sr.") and his son, Ventura
Martinez del Rio, Jr. ("Martinez del Rio, Jr."); Martinez del Rio, Sr. and
Martinez del Rio, Jr. are hereinafter referred to individually as a "Reporting
Person" and collectively as the "Reporting Persons").
                   
     This Statement constitutes the original Report on Schedule 13D of the
Reporting Persons relating to the Common Stock.

     On April 3, 2003, the Company acquired all of the outstanding stock of
Proyecciones y Ventas Organizadas, S.A. de C.V. ("Provo"), a company organized
under the laws of Mexico, in exchange for 220,000 shares of the Company's Series
C convertible preferred stock ("Original Preferred Stock") and a $20,000,000
secured promissory note (the "Note"). On November 5, 2003, the Company exchanged
all 220,000 shares of the Original Preferred Stock for 220,000 shares of Series
E convertible preferred stock ("Preferred Stock"). On December 12, 2003, the
stockholders of the Company approved seven proposals relating to the acquisition
of Provo, including approval of conversion of the Preferred Stock issued to the
former stockholders of Provo into shares of the Company's Common Stock. Upon
such approval, 133,455 shares of the Preferred Stock converted to 13,344,514
shares of Common Stock, and the principal amount of the Note was reduced to
$7,860,000. As a result, the Reporting Persons are now the beneficial owners of
approximately 49.5% of the Company's outstanding Common Stock. The remainder of
the Preferred Stock continues to be held by the Reporting Persons and is subject
to optional conversion bythem from time to time at a current conversion ratio of
100 shares of Common Stock per share of Preferred Stock, except that that no
share of Preferred Stock will be converted into Common Stock if as a result of
such conversion the shares of Common Stock issuable to the Reporting Persons and
any entity directly or indirectly controlled by them upon such conversion would
exceed 49.5% of the issued and outstanding Common Stock upon the effectiveness
of the conversion.

     The purpose of this Statement is to report Martinez del Rio, Sr.'s and
Martinez del Rio, Jr.'s acquisition of beneficial ownership of Common Stock of
the Company as a result of the acquisition of Provo and related exchanges of
stock, the formation of a group of reporting persons comprised of the Reporting
Persons, and to reflect the execution of a Joint Filing Agreement among the
Reporting Persons.

     Information contained herein with respect to each Reporting Person is given
solely by such Reporting Person, and no other Reporting Person has
responsibility for the accuracy or completeness of information supplied by such
other Reporting Person.
                   


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________________________________________________________________________________

Item 1.  Security and Company.
 
     This statement relates to the common stock, par value $0.01 per share of
Frontline Communications Corporation. The Company is a Delaware corporation, and
its principal executive office is located at One Blue Hill Plaza, Pearl River,
New York 10965.
                   
Item 2.  Identity and Background.
 
     This statement is being filed jointly by Ventura Martinez del Rio, Sr. and
Ventura Martinez del Rio, Jr.

     Ventura Martinez del Rio, Sr. is a citizen of Mexico. His business address
is c/o Proyecciones y Ventas Organizadas, S.A. de C.V., Quintana Roo 28, Colonia
Roma Sur, Mexico City 06760, Mexico. Martinez del Rio, Sr. is Chairman of Provo
and of the Company. Provo's address is listed above as Martinez del Rio, Sr.'s
business address and the Company's business address is One Blue Hill Plaza, 7th
Floor, Pearl River, NY 10965.

     Ventura Martinez del Rio, Jr. is a citizen of Mexico. His business address
is c/o Proyecciones y Ventas Organizadas, S.A. de C.V., Quintana Roo 28, Colonia
Roma Sur, Mexico City 06760, Mexico. Martinez del Rio, Jr. is President of Provo
and a Director of the Company. Provo's address is listed above as Martinez del
Rio, Jr.'s business address and the Company's business address is One Blue Hill
Plaza, 7th Floor, Pearl River, NY 10965.

     Neither Reporting Person has, during the past five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.
 
     On April 3, 2003, Martinez del Rio, Sr. and Martinez del Rio, Jr. acquired
220,000 shares of the Company's Original Preferred Stock in exchange for all of
their common stock in Provo and a $20,000,000 secured promissory note. On
November 5, 2003, Martinez del Rio, Sr. and Martinez del Rio, Jr. exchanged all
of their 220,000 shares of the Company's Original Preferred Stock for 220,000
shares of the Company's Preferred Stock. On December 12, 2003, the Company's
stockholders approved conversion of the Preferred Stock into Common Stock,
subject to the limitation that the Common Stock issuable to the Reporting
Persons and any entity directly or indirectly controlled by them upon such
conversion not exceed 49.5% of the issued and outstanding Common Stock upon the
effectiveness of the conversion. On December 12, 2003, a total of 134,231 shares
of the Preferred Stock converted into 13,344,514 shares of Common Stock, and the
principal amount of the promissory note was reduced to $7,860,000. Upon such
approval of the stock conversion, the Reporting Persons became beneficial owners
of approximately 49.5% of the Company's outstanding Common Stock.
                   

Item 4.  Purpose of the Transaction.
 
     The Reporting Persons acquired their interest in the Company as a result of
the Company's acquisition of Provo, which previously was owned by the Reporting
Persons.
                   
     The Reporting Persons plan to convert additional shares of Preferred Stock
into Common Stock as they become convertible, subject to the limitation that the
Common Stock issuable to the Reporting Persons and any entity directly or
indirectly controlled by them upon such conversion not exceed 49.5% of the
issued and outstanding Common Stock upon the effectiveness of the conversion. As
the Company issues additional shares of Common Stock, the Reporting Persons will
become eligible to convert additional shares of the Preferred Stock into Common
Stock.


                                       7


________________________________________________________________________________


     Except as described above, the Reporting Persons have no present plans or
proposals which relate to or would result in: (1) the acquisition by any person
of additional securities of the Company or the disposition of securities of the
Company; (2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(3) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (4) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (5) any material
change in the present capitalization or dividend policy of the Company; (6) any
other material change in the Company's business or corporate structure; (7)
changes in the Company's certificate of incorporation or by-laws or other
actions which may impede the acquisition of control of the Company by any
persons; (8) a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (9) a class of
equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (10) any action similar
to those enumerated above.
                   
     Notwithstanding the foregoing, the Reporting Persons may determine to
change their intentions with respect to the Company at any time in the future
and, in so doing, may, for example, elect (i) to acquire additional shares of
Common Stock of the Company by any means, including, without limitation, in open
market or privately negotiated transactions or (ii) to dispose of all or a
portion of their holdings of shares of the Common Stock of the Company. In
reaching any conclusion as to their future course of action, the Reporting
Persons will take into consideration various factors, such as the Company's
business and prospects, other developments concerning the Company, other
business opportunities available to the Reporting Persons, developments with
respect to the business of the Reporting Persons, and general economic and stock
market conditions, including, but not limited to, the market price of the Common
Stock of the Company.
                   

Item 5.  Interest in Securities of the Company.
 
     (a)   On December 12, 2003, the Company had 26,958,614 shares of Common 
Stock outstanding, of which 13,344,514 shares of Common Stock, representing
49.5% of the issued and outstanding shares of Common Stock, were beneficially
owned by the Reporting Persons. Currently, the remainder of preferred stock held
by the Reporting Persons is not eligible for conversion into Common Stock of the
Company, as explained in Item 4 above.

     (b)   Martinez del Rio, Sr. has sole power to vote 10,008,385 shares of
Common Stock. Martinez del Rio, Jr. has sole power to vote 3,336,129 shares of
Common Stock. However, by virtue of the relationship among the Reporting
Persons, the Reporting Persons may be deemed to have shared voting power of
their combined 13,344,514 shares of Common Stock of the Company.
            
     (c)   No Reporting Person has effected any transactions in the Company's
securities in the past 60 days other than those transactions described in this
Statement.

     (d)   No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
owned by the Reporting Persons.

     (e)   Not applicable.


Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect 
         to Securities of the Issuer.
 
     Martinez del Rio, Sr. is the father of Martinez del Rio, Jr. The Reporting
Persons have no other contracts, arrangements, understandings or relationships
with any persons with respect to any securities of the Company, with the
exception of the previously disclosed arrangement with the Company whereby the
Reporting Persons may convert additional shares of Preferred Stock into Common
Stock up to 49.5% of the total issued and outstanding shares.


                                       8


________________________________________________________________________________


Item 7.  Material Filed as Exhibits.
 
7.1  Joint Filing Agreement, dated as of December 12, 2003, by and among Ventura
     Martinez del Rio, Sr. and Ventura Martinez del Rio, Jr. (filed herewith).
7.2  Amended and Restated Stock Purchase Agreement between Frontline
     Communications Corporation (the "Company"), Proyecciones y Ventas
     Organizadas, S.A. ("Provo"), Ventura Martinez del Rio Requejo and Ventura
     Martinez del Rio Arrangoiz dated April 3, 2003. Filed as Exhibit 2.1 to the
     Company's Periodic Report on Form 8-K filed April 18, 2003 and hereby
     incorporated by reference.
7.3  Addendum to Amended and Restated Stock Purchase Agreement between Frontline
     Communications Corporation, Proyecciones y Ventas Organizadas, S.A.,
     Ventura Martinez Del Rio Arrangoiz and Ventura Martinez Del Rio Requejo
     dated April 4, 2003. Filed as Exhibit 2.2 to the Company's Periodic Report
     on Form 8-K filed April 18, 2003 and hereby incorporated by reference.
7.4  Certificate of Designation of the Series E Convertible Preferred Stock of
     the Company, filed as Annex A to the Company't Proxy Statement on Form 14 A
     dated November 13, 2003 and hereby incorporated by reference.
 
       
                                                                    


                                       9


________________________________________________________________________________


                                                                    
                                   SIGNATURES
 
     After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
 
Dated:    December 15, 2003
 
 
/s/
-----------------------------
Ventura Martinez del Rio, Sr.
 

/s/
-----------------------------
Ventura Martinez del Rio, Jr.


                                                                    



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________________________________________________________________________________