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Prospectus filed under Rule 424(b)(3)

424B3


                                        Filed Pursuant to Rule 424(b)(3)
                                        Registration No. 333-110764


                      FRONTLINE COMMUNICATIONS CORPORATION
                        7,018,665 SHARES OF COMMON STOCK

         This  prospectus  relates to the resale of  7,018,665  shares of common
stock by the selling shareholders named in this prospectus. The 7,018,665 shares
of our  common  stock  offered by this  prospectus  were  issued to the  selling
shareholders in six separate  transactions.  See - Summary of Transactions - The
Offering,  at page 25. The selling shareholders will receive all of the proceeds
from any  sales  of  common  stock.  We will not  receive  any of the  proceeds.
Assuming that all of the warrants held by selling stockholders are exercised, we
will realize proceeds of approximately $729,900.

         The selling shareholders may sell the shares of common stock at various
times and in  various  types of  transactions,  including:  block  transactions,
directly to purchasers  through agents,  brokers,  dealers or underwriters,  and
sales "at the market" to or through a market maker or an existing trading market
or otherwise.  Sales not covered by this prospectus may also be made pursuant to
Rule 144 or  another  applicable  exemption  under the  Securities  Act of 1933.
Shares  may be sold at the  market  price of the  common  stock at the time of a
sale, at prices relating to the market price over a period of time, or at prices
negotiated with the buyers of the shares.

         The selling  shareholders  will pay all brokerage fees and  commissions
and similar expenses. Under the terms of our registration rights agreements with
the selling  shareholders,  we are required to pay legal,  accounting  and other
expenses  relating to the  registration  of the shares with the  Securities  and
Exchange Commission.

         Our common stock is traded on the  American  Stock  Exchange  under the
symbol "FNT." On November 21, 2003,  the last reported sale price for our common
stock was $0.53 per share.

                                ----------------

         Investing  in our  common  stock  involves a high  degree of risk.  You
should  consider  carefully  the  risk  factors  beginning  on  page  12 of this
prospectus before making a decision to purchase our stock.

                                ----------------


         Neither the Securities and Exchange Commission nor any state securities
commission  has approved or disapproved  these  securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.


                The date of this Prospectus is December 17, 2003.





                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  previously filed by Frontline  Communications
Corporation with the Securities and Exchange  Commission are incorporated herein
by reference and shall be deemed a part of this prospectus:

         o        Annual  report on Form 10-KSB for the year ended  December 31,
                  2002,  filed on April 15, 2003,  amendment filed on October 6,
                  2003;

         o        Quarterly  report on Form 10-QSB for the  quarter  ended March
                  31, 2003, filed on May 13, 2003;

         o        Quarterly report on Form 10-QSB for the quarter ended June 30,
                  2003, filed on August 19, 2003,  amendment filed on October 3,
                  2003;

         o        Quarterly   report  on  Form  10-QSB  for  the  quarter  ended
                  September 30, 2003, filed on November 14, 2003;

         o        Form 8-Ks filed on March 31,  2003,  April 18,  2003,  May 20,
                  2003 and September 30, 2003, and amendments thereto, filed May
                  6, 2003, June 17, 2003, June 18, 2003 and October 6,2003;

         o        Definitive  Proxy  Statement on Form 14A filed on November 13,
                  2003; and

         o        The   description  of  our  common  stock   contained  in  our
                  Registration  Statement on Form 8-A, declared effective May 5,
                  1998, together with any amendment or report filed with the SEC
                  for the purpose of updating the description.

         All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934,  after the date of this  prospectus  and
before the termination of the offering of the securities  hereby shall be deemed
to be  incorporated  by  reference in this  prospectus  and to be a part of this
prospectus on the date of filing of the documents. Any statement incorporated in
this  prospectus  shall be deemed to be modified or  superseded  for purposes of
this  prospectus to the extent that a statement  contained in this prospectus or
in any other  subsequently  filed  document  which  also is, or is deemed to be,
incorporated  by  reference  in  this  prospectus  modifies  or  supersedes  the
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or  superseded,  to  constitute a part of this  prospectus or the
registration statement of which it is a part.



                                       4



         This  prospectus  incorporates  documents by reference  with respect to
Frontline Communications  Corporation that are not presented herein or delivered
herewith.  These documents are available without charge to any person, including
any beneficial  owner of our  securities,  to whom this prospectus is delivered,
upon written or oral request to Amy Wagner-Mele,  Esq., Frontline Communications
Corporation,  One Blue Hill  Plaza,  6th Floor,  Pearl  River,  New York  10965,
telephone:  (845) 623-8553. These reports and other information can also be read
and  copied at the  SEC's  Public  Reference  Room at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.  You may obtain  information  on the  operation of the
Public  Reference  Room by calling  the SEC at  1-800-SEC-0330.  Our  electronic
filings made through the SEC's electronic data gathering, analysis and retrieval
system  are   publicly   available   through  the  SEC's   worldwide   web  site
(http://www.sec.gov).

                                  THE BUSINESS

         The  following  is a summary  description  of our  business  and of the
business  of  Proyecciones  y Ventas  Organizadas,  S.A. de C.V.,  ("Provo"),  a
company we  acquired  in April  2003.  Because  this is a  summary,  it does not
contain all the  information  about us that may be  important to you. You should
read the more  detailed  information  and the financial  statements  and related
notes which are incorporated by reference in this prospectus.

         Our Acquisition of Provo

         On April 3, 2003, we acquired all of the outstanding  stock of Provo, a
company organized and existing under the laws of Mexico, in exchange for 220,000
shares of our convertible  preferred stock and a $20,000,000  secured promissory
note. We are currently  seeking  shareholder  approval of the  conversion of our
Series E convertible  preferred stock, which is held by the former  stockholders
of Provo,  into shares of our common stock.  Upon receipt of such  approval,  we
anticipate  that  133,445  shares of the Series E  convertible  preferred  stock
(comprising   approximately  60.7%  of  the  originally   outstanding  Series  E
convertible  preferred  stock) will  automatically  be converted into 13,344,514
shares of common stock, representing 49.5% of the then outstanding common stock,
and that the amount due on the $20,000,000  secured promissory note also will be
reduced  by 60.7% to  $7,860,000.  The  remainder  of the  Series E  convertible
preferred stock will remain outstanding and be subject to optional conversion by
its holders from time to time, except that that no share of Series E convertible
preferred  stock  will be  converted  into  common  stock if as a result of such
conversion  the  shares  of  common  stock  issuable  to the  two  former  Provo
stockholders 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.



                                       5



       If our  shareholders  do not  approve  the  conversion  of the  Series  E
convertible  preferred stock into common stock, the $20,000,000 note will become
due  and  payable  in  accordance  with  its  terms.  The  note  is  secured  by
substantially  all of our assets,  including the capital stock of Provo.  In the
event  that  we are  unable  to pay the  note  as it  becomes  due,  the  former
stockholders  of Provo may  initiate  actions  against  us,  which  may  include
foreclosure on their collateral  consisting of substantially  all of our assets.
We do not  believe  that  the  collateral  underlying  the  $20,000,000  note is
sufficient to satisfy the note. If the collateral is insufficient to satisfy our
obligation  under the note, and we are unable to negotiate a settlement with the
former stockholders of Provo, we may be forced to seek bankruptcy protection. We
believe that the significant  additional  liabilities  that we will incur if our
stockholders  fail  to  approve  the  conversion  of the  Series  E  convertible
preferred  stock will have a material  adverse  effect on our  business  and the
interests of our stockholders.

         For a more detailed  discussion of our  acquisition  of Provo,  see the
Definitive  Proxy  Statement on Form 14A,  filed  November  13,  2003,  which is
incorporated herein by reference.

       Description of Frontline's Business

       General

       We are a regional  Internet service provider ("ISP")  providing  Internet
access,  web hosting,  website design,  and related  services to residential and
small business  customers  throughout the Northeast United States and, through a
network partnership agreement, Internet access to customers nationwide.

       Primarily  through 18  acquisitions,  we grew our  monthly  revenue  from
$30,000 as of October  1998 to  approximately  $400,000 as of December 31, 2002.
During  that same  period,  we expanded  our owned  Internet  access  geographic
footprint from the New York/New Jersey  metropolitan  area, to a region that now
includes Delaware,  Eastern Pennsylvania and Northern Virginia.  At December 31,
2002, we owned and operated 12 points-of-presence  ("POPs") which, when combined
with 1,100 POPs licensed from third  parties,  provide us with the capability to
serve over 75% of the U.S. population.

       During  2002,  we  concentrated  our efforts and  resources  primarily on
restructuring our operations to reduce costs,  increase operating efficiency and
improve customer service. As a result of our restructuring, we reduced our staff
from  approximately  70 employees  at March 2001 to 31 as of April 1, 2003,  and
closed two regional offices, consolidating those functions into our Pearl River,
New York headquarters.

       We  streamlined  our product  offerings,  eliminating  certain low margin
products and services,  and added a broadband one-way satellite  Internet access
product line to our group of services. We also standardized our product pricing,
and raised the monthly rates to most of our dial-up access  customers to between
$17.95 and $19.95 per month, depending on the term of service purchased.

       We were formed during February 1997 as a Delaware  corporation  under the
name Easy Street  Online,  Inc. We changed our name to Frontline  Communications
Corporation  in July 1997.  Our principal  executive  offices are located at One
Blue Hill Plaza,  Pearl River, New York 10965, and our telephone number is (845)
623-8553.   Our  corporate  websites  are  located  at   www.frontline.net   and
www.fcc.net.  Information  on these  Websites is not part of this  prospectus  .
Unless the context indicates otherwise, the terms "Frontline," "we," "our," "the
Company"  and  "us" in this  prospectus  include  the  operations  of  Frontline
Communications  Corporation and its wholly owned subsidiaries,  WowFactor, Inc.,
FNT Communications Corp., and CLEC Communications Corp.



                                       6



       Competition

       Our competitors for Internet access services in the United States include
international and national telecommunications providers, such as America Online,
Time Warner Cable, Verizon,  Earthlink,  United Online (NetZero and Juno brands)
and Covad Communications,  as well as regional Internet service providers,  such
as Best Web Corporation,  Fastnet Inc. and LogicalNet Corporation.  Our national
competitors have significantly greater financial, technical, marketing and other
resources  than we do,  and our share of the  market  compared  to theirs is too
small to  quantify.  We believe  that our market share in the region in which we
operate is less than 1%. Many of our current  and future  competitors  possess a
wide range of products and collective new product development  capabilities that
exceed ours. For example,  some of our  competitors,  such as Time Warner Cable,
offer access to the Internet  via cable modem.  We do not possess the  technical
capability to offer such a service.

       Increased  competition  could result in  significant  price  competition,
which in turn  could  result  in  significant  price  reductions  in some of our
product  offerings,  most notably Internet access and web hosting.  In addition,
increased  competition  for new  customers  could result in increased  sales and
marketing   expenses  and  related  customer   acquisition  costs,  which  could
materially adversely affect our operating results. We may not have the financial
resources,  technical expertise or marketing and support capabilities to compete
successfully, and the software, services or technologies developed by others may
render our products, services or technologies obsolete or less marketable.

       Properties

         Our executive  offices are located in Pearl River,  New York,  where we
lease approximately  12,000 square feet of space through a lease that expires in
August  of 2004.  We also  lease  approximately  2,700  square  feet of space in
Babylon, New York that was assumed in connection with our purchase of PNM group,
Inc.  (d/b/a)  Planet Media.  The lease expires in August of 2005. The aggregate
annual rent of the two offices is approximately $308,000.

         In 2001, as a part of our Restructuring Program, we closed our regional
offices in  Delaware  and  Virginia  and have  terminated  the  leases  with the
landlords.  We lease approximately 2,400 square feet in Howell, New Jersey under
a  lease  that  expires  in  May  2004  and  provides  for  monthly   rental  of
approximately  $3,500.  We have  closed  our  office  at this  location  and are
attempting to terminate the lease.

         We also lease space  (typically,  less than 100 square feet) in various
geographic locations to house the  telecommunications  equipment for each of our
POPs.  Leases for the POPs have  various  expiration  dates  through  June 2004.
Aggregate annual rentals for POPs are approximately $6,000.

         Employees

         We currently employ 28 full-time individuals, 24 of whom are located at
our Pearl River, New York headquarters.  The remaining  employees are located at
the Babylon, New York facility.

       Current Corporate Structure

       We are  currently  organized  to take  advantage  of both  Frontline  and
Provo's  strengths,  by  making  the  Provo US  division  (formerly  Frontline's
Internet service division)  responsible for the continued  provision of Internet
service products and the development of the Provo payroll card  technology.  The
Provo Mexico division will remain  responsible for the sales and distribution of
pre-paid  calling  cards,  and will take on the  responsibility  of selling  and
distributing the payroll card in the US and Latin America. A corporate division,
consisting  primarily of former  Frontline  officers,  will be  responsible  for
overall corporate operations, such as finance,  acquisitions,  and SEC reporting
obligations.



                                       7



Description of Provo's Business

       General

       Provo was formed in October 1995 by Ventura  Martinez Del Rio,  Sr., as a
private  company  headquartered  in Mexico City.  Provo was formed to distribute
prepaid  (Ladatel)  public  telephone  cards  for  Telefonos  de  Mexico,   S.A.
("Telmex"),   which   were   introduced   in  1995.   Telmex  is  the   dominant
telecommunications   provider  in  Mexico.  Provo  quickly  became  the  leading
distributor  of Ladatel cards and has  maintained  its leading  position,  which
currently  stands at  approximately  7% of the  nationwide  market.  Provo  also
distributes  Multifon  prepaid  landline  telephone  time provided by Telmex and
prepaid Digital PCS cellular airtime provided by Radiomovil  Dipsa, S.A. de C.V.
("Telcel"). Telcel is the dominant provider of cellular airtime in Mexico.

       Provo  rapidly  grew its sales of prepaid  calling time to more than $101
million in 2002. Currently,  Telcel airtime sales represent about 30% of Provo's
total  annual  sales,  up  significantly  from 10% in 2000.  Telcel  airtime  is
expected to represent an increasing proportion of Provo's sales as Ladatel sales
have begun to level off.

       Provo's principal office is located at Quintana Roo 28, Colonia Roma Sur,
06760, Mexico City, Mexico, and its telephone number is 011 52 55 5264-6442.

       Products

       The purpose of the services that Provo Mexico currently resells in Mexico
is to allow individuals who either do not own a land line phone or cell phone or
are not able to enter into continuous  service contracts for these services,  to
make calls on an as-needed basis, in a convenient and affordable manner.

        Telmex calling time is offered via Ladatel cards in increments of 30, 50
and 100 pesos. Calling time is stored in a simple, single-purpose smart chip and
"burns off" as it is used.  Mechanisms  housed within public  telephones  charge
used  calling time against the  electronic  balance  stored in the card until no
calling time remains. At this point, a new card must be purchased.  Prior to the
advent of these calling cards in 1995 in Mexico,  public phones were coin-based.
Such coin-based phones often broke down or were the subject of significant theft
problems.  The prepaid card program  implemented  by Telmex largely has remedied
these problems.

       Prepaid  Multifon  calling  time is offered via  personal  identification
number  (PIN)-based  access.  Multifon  time is sold to groups of residents  who
share a common phone in a building such as an apartment building.

       Telcel calling time is also offered via PIN-based access.  Telcel calling
time is sold in increments of 100, 200, or 500 pesos.  Users must own or share a
phone to use this service. A PIN must be entered prior to making the first call.
A central switch  maintained by Telcel tracks remaining calling time. Users must
repurchase  a new  block of time with a new PIN every  time they  exhaust  their
prepaid cellular calling time.

       In addition, Provo plans to launch a payroll card product in the U.S. and
Mexico within the next two months.  The Provo payroll card will enable employers
to directly deposit an employee's earnings onto a bank card. The card will serve
as a credit,  debit and cash transfer card. Provo's revenue from the sale of the
card will derive from a  percentage  of  transaction  fees on the  employer  and
employee  side.  Provo  plans to market the  product to  employers  of  unbanked
Spanish speaking workers in the U.S. and Latin America.



                                       8



       Description of Revenues and Commissions

       Provo has relied on Telmex to finance  much of its sales  growth over the
past eight  years,  through  its  provision  of a credit  line to Provo.  Telmex
requires all of its  distributors  to pay for all resold calling time using cash
or their credit line with Telmex when it is ordered.  Various surplus properties
owned by Provo,  its principals  and its business  partners have been pledged to
guarantee Provo's credit lines with Telmex.

       The average  discount Provo receives related to purchases of minutes from
Telmex using credit is approximately 10.8% (credit-based  discounts for 30-, 50-
and  100-peso  cards  range from 10.0% to 12.0%).  This  compares  to an average
discount  rate of  approximately  13.8% related to purchases of minutes paid for
entirely with cash (cash-based  discounts for 30-, 50- and 100-pesos cards range
from 13.0% to 15.2%).  Starting on March 10,  2003,  Provo  effectively  stopped
purchasing  calling  cards using its credit  lines with  Telmex.  All of Provo's
purchases   from  Telmex  are  currently  paid  for  in  cash.  The  shift  from
credit-based  purchases to cash-based  purchases has  increased  Provo's  profit
margins on the products it purchases from Telmex, however its revenue from these
products  has  and  will  continue  to  decrease  due to  Provo's  current  cash
constraints.

       Provo allows its external  agent,  distributor and point of sale partners
to retain combined  commissions or discounts that typically range from 8% to 9%.
Provo  pays  its  internal  sales  team  members  commissions  of 3% to 5%.  Its
distributor network is responsible for collecting approximately 50% of card sale
proceeds and remitting the proper net proceed amounts to Provo within 21 days of
taking  delivery  of new cards.  The other half of Provo's  sales are  collected
directly by Provo or remitted to Provo via daily  deposits by Provo's  agents to
company-owned  bank accounts.  Provo has established  strict remittance rules to
ensure that the distributors to whom it extends credit will pay all amounts owed
to Provo on a timely basis.

       Provo's  distribution  network  includes  several  large  retail  chains,
including Wal-Mart, Carrefour and Office Max. In addition, Provo distributes its
cards in convenience stores, drug stores, restaurants, lottery stands, newspaper
and magazine stands and other general stores.

       Competition

       Approximately  140 distributors  sell prepaid calling time purchased from
Telmex and Telcel in Mexico.  Provo currently maintains the largest market share
position for prepaid calling time in Mexico, at approximately  10%. The next two
largest  competitors  that sell prepaid  calling time in Mexico are Tarjetas Del
Noreste and DiCasa, each with a market share position of approximately 6% to 7%.
Telmex  has  attempted  to curb the size of Provo  in the  past,  by  converting
sub-distributors of Provo to direct distributors for Telmex. In these instances,
Telmex has agreed to pay Provo  royalties to compensate  Provo for the migration
of its sub-distributors upstream.

       Subsidiaries

         Provo  currently  operates  as a group of seven  affiliated  companies.
Telmex  required  Provo  Mexico  to form  some of the  entities  because  of its
dominant  presence in certain  markets.  On March 31, 2003,  Provo acquired from
members of the Martinez del Rio family, the controlling  majority of the capital
stock of the following  subsidiaries:  FS Provo,  S.A. de C.V.;  Proyecciones  y
Ventas Organizadas del D.F., S.A. de C.V.;  Proyecciones y Ventas Organizadas de
Occidente,  S.A. de C.V.;  Tilgo,  S.A. de C.V.;  Tarnor,  S.A. de C.V.  and PTL
Administradora, S.A. de C.V. Provo's audited financial statement results include
the combined total of each these companies' results, as an affiliated group.

       In October  2002,  Provo formed  Provo US,  Inc., a Delaware  corporation
wholly-owned by Provo. Provo US is currently a shell company with no operations.
It is expected  that Provo US will be used for any new  projects  that Provo may
initiate in the United States.





                                       9



       Employees

       Provo currently has 39 direct  full-time  employees.  Provo  subcontracts
personnel  services from SAPROV,  S.C., an affiliated  company.  Provo currently
receives from SAPROV, S.C. services of approximately 69 full-time employees.  In
addition,  Provo has a network of 52  independently-owned  distributorships that
collectively  employ more than 400 sales people.  Provo, in conjunction with its
distributors, has developed an extensive distribution network that includes more
than 20,000 point-of-sale locations.

       Properties

       Provo's  executive offices are located in Mexico City, Mexico where Provo
uses approximately 7,700 square feet of office space.  Provo's executive offices
were  transferred to Telmex as part of the Telmex  settlement  described  below.
Until November 30, 2003 Provo may use the executive offices free of rent. Telmex
has offered Provo to rent it the executive offices after November 30, 2003 for a
monthly  rent of 69,156  pesos  (approximately  $6,230 at the  current  exchange
rate). Provo is currently considering whether to rent this facility from Telmex.

       Provo also leases  approximately  6,000  square  feet of office  space in
Mexico City,  Mexico,  where Provo  houses its  accounting  and human  resources
departments. The lease expires on August 31, 2005 and the annual rent is 336,000
pesos  ($30,270 at the current  exchange  rate).  Unless  otherwise  noted,  all
exchange rates used herein are made at the official exchange rate on October 29,
2003 equal to 11.10 pesos for each $1.

       In addition,  Provo leases small offices in 16 cities  throughout  Mexico
where it maintains  regional sales and  distribution  offices.  Provo's regional
offices are located in the  following  Mexican  cities:  Monterrey,  Nuevo Leon;
Torreon,  Coahuila;  Monclova,  Coahuila;  Chihuahua,   Chihuahua;  Los  Mochis,
Sinaloa;  Guamuchil,  Sinaloa;  Navojoa,  Sonora;  Ciudad Obregon,  Sonora; Agua
Prieta, Sonora; Durango,  Durango; Tepic, Nayarit;  Jalapa,  Veracruz;  Cordoba,
Veracruz; Veracruz, Veracruz;  Teziutlan, Puebla; and Queretaro,  Queretaro. The
aggregate annual rent for these leases is approximately $39,000.

       Provo's  subsidiary,  FS  Provo,  S.A.  owns  approximately  946 acres of
undeveloped land in El Chamal, Tamaulipas,  Mexico. The land has been pledged to
Telmex to secure part of Provo's  credit lines with Telmex.  In addition,  Provo
and its subsidiaries  Proyecciones y Ventas  Organizadas del D.F., S.A. de C.V.,
F.S.  Provo,  S.A. de C.V. and Tilgo,  S.A. de C.V.,  own seven pieces of forest
land totaling  approximately 605 acres in San Gabriel, San Luis Potosi,  Mexico.
This land also has been pledged to Telmex to secure part of Provo's credit lines
with Telmex.

       Telmex Settlement

       In order to significantly  enhance its operating  margins and to position
itself for  renewed  sales  growth,  on March 10,  2003,  Provo  entered  into a
settlement  agreement with Telmex,  whereby Provo  transferred  five non-revenue
generating properties to Telmex in exchange for offsets to its credit lines with
Telmex for 46,650,504  pesos  ($4,202,748  at the current  exchange  rate).  The
Telmex settlement  agreement also provides for the transfer to Telmex of Provo's
corporate headquarters in Mexico City. The Telmex settlement agreement converted
the balance of Provo's  credit line with Telmex into a number of term loans with
varying re-payment schedules.  Under the settlement agreement,  a payment in the
principal amount of 40,000,000  pesos  ($3,603,604 at the current exchange rate)
due and payable on or before September 9, 2003. In September 2003, the agreement
was  amended to extend the due date to November  10,  2003.  Provo is  currently
negotiating  with Telmex a further  extension  to this  agreement.  This payment
bears  interest at a variable  rate equal to the Mexican  Interbank  Equilibrium
Rate multiplied by a factor of 1.3; the current  interest rate is  approximately
6.9% per  annum.  Finally,  the  settlement  agreement  provides  for 54 monthly
payments of 746,526 pesos each  ($67,255 at the current  exchange  rate),  which
will be due and  payable  by Provo to  Telmex  commencing  on July 10,  2003 and
continuing  until  January 10, 2008.  The monthly  payments  bear  interest at a
variable rate equal to the Mexican  Interbank  Equilibrium  Rate multiplied by a
factor of 1.3; the current interest rate is approximately 6.9% per annum.



                                       10



         On September 9, 2003, Telmex and Provo entered into an amendment to the
settlement  agreement,  whereby  Telmex agreed to increase the value assigned to
certain  properties  previously  transferred by Provo thereby  further  reducing
Provo's total  indebtedness by 7,763,182 pesos ($699,385 at the current exchange
rate).  This amount will reduce the number of monthly payments payable under the
settlement.  No monthly  payments  have been made to date.  We are  currently in
negotiation with Telmex to extend the November repayment date and reschedule the
repayment  terms of the entire line of credit.  If we are unable to  renegotiate
the term of our debt to Telmex,  Telmex  may cease to provide us with  products,
may refuse to do business with us or may otherwise  attempt to collect the debt.
Should Telmex take any such action, our operations would be adversely affected.

                                  The Offering




                                                                
Common stock offered.................................              7,018,665  shares,  of which 3,061,666 are issuable upon
                                                                   exercise  of  warrants  owned  by  five  of the  selling
                                                                   stockholders,  and 462,000 are issuable  pursuant to the
                                                                   terms of a convertible promissory note.


Common stock outstanding.............................              13,784,146 shares.

Use of Proceeds......................................              Assuming  that all of the  warrants  held by the selling
                                                                   stockholders  are  exercised,   we  will  realize  gross
                                                                   proceeds of approximately  $729,900,  which will be used
                                                                   for  working  capital.  We will not  receive  any of the
                                                                   proceeds  from the sale of common  stock by the  selling
                                                                   stockholders.

American Stock Exchange symbol.......................              FNT

Risk Factors.........................................              You should read the "Risk Factors" section  beginning on
                                                                   page  12  and the other cautionary statements in this
                                                                   prospectus to ensure that you understand the risks associated
                                                                   with an investment in our common stock.




              Cautionary Note Regarding Forward-Looking Statements

     This prospectus contains  forward-looking  statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend
the  forward-looking  statements to be covered by the safe harbor provisions for
forward-looking  statements  in these  sections.  All  statements  regarding our
expected financial position and operating results, our business strategy and our
plans  are  forward-looking  statements.   These  statements  can  sometimes  be
identified by our use of words such as "may," "anticipate,"  "expect," "intend,"
"believe,"   "estimate"  or  similar   expressions.   Our  expectations  in  any
forward-looking  statements  may not turn out to be correct.  Our actual results
could be materially  different  from our  expectations.  Important  factors that
could cause our actual results to be materially  different from our expectations
include those  discussed  under "Risk  Factors." We have no obligation to update
these  statements  to reflect  events and  circumstances  after the date of this
prospectus.



                                       11



                                  RISK FACTORS

         You  should  carefully  consider  the  following  risk  factors  before
purchasing our common stock. The risks and uncertainties described below are not
the only ones we face. There may be additional risks and uncertainties  that are
not known to us or that we do not  consider to be material at this time.  If the
events  described in these risks occur,  our business,  financial  condition and
results  of  operations   would  likely   suffer.   This   prospectus   contains
forward-looking  statements  that involve  risks and  uncertainties.  Our actual
results   may  differ   significantly   from  the  results   discussed   in  the
forward-looking  statements.  This section  discusses  the business risk factors
that might cause those differences.



                                  RISK FACTORS

       In  addition  to  the  other  information  provided  or  incorporated  by
reference  in this  document,  you should  consider  the  following  information
carefully.

Risks Related to Our Acquisition of Provo

If our stockholders fail to approve  conversion of the Series E preferred stock,
we will incur significant additional liabilities.

       If our stockholders do not approve Proposals 1 and 3 (as set forth in the
Definitive  Proxy Statement on Form 14A, filed November 13, 2003) by January 31,
2004, the Series E preferred stock will remain outstanding on a non-convertible,
non-voting basis, and the $20,000,000 note issued to the former  stockholders of
Provo will become due and payable in  accordance  with its terms.  The note will
become due and payable in full on the  fifteenth  day  following  the earlier of
January  31,  2004 or the date upon  which our  stockholders  reject  Proposal 1
and/or  Proposal  3. The note is secured  by  substantially  all of our  assets,
including the capital stock of Provo. In the event that we are unable to pay the
note as it becomes due, the former  stockholders  of Provo may initiate  actions
against us, which may include  foreclosure  on their  collateral  consisting  of
substantially  all  of  our  assets.  We do  not  believe  that  the  collateral
underlying  the  $20,000,000  note is  sufficient  to satisfy  the note.  If the
collateral is insufficient to satisfy our obligation  under the note, and we are
unable to negotiate a settlement  with the former  stockholders of Provo, we may
be  forced  to seek  bankruptcy  protection.  We  believe  that the  significant
additional  liabilities that we will incur if our  stockholders  fail to approve
Proposals 1 and 3 will have a material  adverse  effect on our  business and the
interests of our stockholders.

The former stockholders of Provo will control a substantial amount of our common
stock.

         If our  stockholders  approve the  conversion of the Series E preferred
stock,  10,008,385 shares (approximately 37.1%) of our common stock will be held
by  our  Chairman,   Ventura   Martinez  del  Rio,  Sr.  and  3,336,129   shares
(approximately  12.4%)  of our  common  stock  will be held by his son,  Ventura
Martinez del Rio, Jr., President of the Provo Mexico Division. In addition,  Mr.
Martinez  del Rio,  Sr. will retain  64,916  shares of our Series E  convertible
preferred  stock,  optionally  convertible  into 6,491,615  shares of our common
stock,  and Mr.  Martinez del Rio, Jr. will retain 21,639 shares of our Series E
convertible  preferred  stock,  optionally  convertible into 2,163,871 shares of
common stock, in each case subject to the 49.5% ownership  limitation  described
above.



                                       12



We may not  successfully  integrate and manage the  operations  of Provo,  which
could adversely affect future earnings.

       As  a  result  of  our  acquisition  of  Provo,   Provo  has  become  our
wholly-owned subsidiary. Provo has an operating history, but not under Frontline
management.  Failure to manage the combined company  successfully may negatively
affect  our  operating  results.  The  risks  of this  acquisition  include  the
following:

         o        management  will have to divert time,  attention and resources
                  to integrate the businesses;

         o        Provo may have  unexpected  problems  or risks in  operations,
                  personnel, technology or credit;

         o        we may lose Provo's current customers or employees;

         o        new management  may not work smoothly with existing  employees
                  or customers;

         o        the assimilation of new operations,  sites and personnel could
                  divert resources from existing operations;

         o        management  may  be  unable  to  operate  successfully  in  an
                  international environment; and

         o        we  may  have  trouble  instituting  and  maintaining  uniform
                  standards, controls, procedures and policies.

       We can make no assurances that we will be able to successfully  integrate
acquired  businesses or operations  that we have acquired,  including  Provo, or
that  we may  acquire  in the  future.  In  addition,  we may  not  achieve  the
anticipated  benefits  from  our  acquisitions.   If  we  fail  to  achieve  the
anticipated benefits from such acquisitions, we may incur increased expenses and
experience  a  shortfall  in our  anticipated  revenues  and we may not obtain a
satisfactory return on our investment.

We have a history of losses  prior to the  acquisition  of Provo and  anticipate
that we may incur losses in the future.

       Since our  inception  and  prior to our  acquisition  of  Provo,  we have
incurred significant losses. For the years ended December 31, 2001 and 2002, our
net losses were $7,029,287 and $787,525, respectively. Although Provo has been a
profitable  company  for a number  of  years,  we have  little  experience  as a
combined  company and we may not be able to achieve  profitability as a combined
business.  Moreover, we intend to engage in additional strategic acquisitions in
the future.  Future  acquisitions may reduce our  profitability.  We can make no
assurances that we will achieve or sustain  profitability  as a combined company
or generate  sufficient  operating income to meet our working  capital,  capital
expenditure and debt service  requirements,  and if we are unable to do so, this
would have a material  adverse effect on our business,  financial  condition and
results of operations.

We may not  realize  anticipated  operating  efficiencies,  which could hurt our
profitability.

       As a result of our  acquisition  of  Provo,  we  expect  to  improve  our
operations by reducing costs, expanding services and integrating  administrative
functions.  We may not realize these  operating  efficiencies or may not realize
them as soon as  anticipated.  If we do not realize  operating  efficiencies  as
anticipated, our profitability may be adversely affected.

Unanticipated costs relating to our acquisition of Provo could reduce our future
results of operations.

       We  believe  that  we have  reasonably  estimated  the  likely  costs  of
integrating  the  operations of Frontline and Provo.  However,  the  possibility
exists that  unexpected  transaction  costs such as taxes,  fees or professional
expenses,  or unexpected future operating  expenses such as increased  personnel
costs or  increased  taxes,  as well as other  types  of  unanticipated  adverse
developments,  could have a material adverse effect on the results of operations
and  financial  condition  of the  combined  company.  If  unexpected  costs are
incurred,  the acquisition  could adversely affect our results of operations and
earnings per share.



                                       13



Frontline  and  Provo  have  incurred  and will  continue  to incur  significant
transaction  expenses  and  integration-related  costs  in  connection  with the
acquisition transaction.

       Frontline  and Provo  expect to incur  charges to  operations  to reflect
costs  associated  with  combining  the  operations  of the  two  companies  and
transaction  fees and other costs related to our  acquisition of Provo.  Some of
these costs will be expenses  subsequent to the  consummation of our acquisition
of Provo and will adversely affect the results of the combined company and could
adversely  impact the market price of our common stock.  In connection  with the
transaction,  Frontline and Provo anticipate expenses of approximately $500,000.
Integration-related  costs  will be  recognized  as  those  actions  take  place
subsequent  to  our  acquisition  of  Provo.  There  can  be no  assurance  that
realization of efficiencies  anticipated from the integration of the businesses,
will offset additional expenses in the near term, or at all.

Risks Related to Our Business

We require additional  financing in order to fund working capital  requirements,
capital expenditures and general corporate expenses.

       Our  current  cash  flow  is   insufficient   to  fund  working   capital
requirements,  capital expenditures and general corporate expenses.  Our ability
to fund these requirements is therefore  dependent upon our securing  additional
sources of financing,  such as the Fusion Capital transaction.  If we are unable
to consummate this transaction we will not be able to meet our operating capital
needs on an ongoing basis.  In addition,  the Fusion Capital  transaction may be
terminated if we default under the terms of our agreement  with Fusion  Capital.
For a  summary  of the  terms of our  agreement  with  Fusion  Capital,  see the
Definitive  Proxy  Statement on Form 14A filed  November 13, 2003,  incorporated
herein by reference, at page 67.

Competition  is  significant  in all of our lines of business and is expected to
intensify.

       The market for each of our current and expected  products and services is
intensely  competitive,  and we expect that  competition  will  intensify in the
future.  There are no substantial  barriers to entry,  and these  industries are
characterized  by rapidly  increasing  numbers of new  market  entrants  and new
products and services.

       Provo's  three  closest  competitors  in Mexico - Tarjetas  del  Noreste,
DiCasa and  Distribuidora  Dana - each  account  for  approximately  6-7% of the
market share for prepaid calling cards in Mexico, compared to Provo's 10% market
share.  More than 100 resellers of prepaid  calling time  currently  canvass the
market in Mexico.  Our  competitors  for Internet  access services in the United
States include international and national telecommunications  providers, such as
America Online, Time Warner Cable,  Verizon,  Earthlink,  United Online (NetZero
and Juno brands) and Covad Communications,  as well as regional Internet service
providers,   such  as  Best  Web   Corporation,   Fastnet  Inc.  and  LogicalNet
Corporation.  Our national  competitors have  significantly  greater  financial,
technical, marketing and other resources than we do, and our share of the market
compared to theirs is too small to quantify. We believe that our market share in
the region in which we operate is less than 1%.  Many of our  current and future
competitors  possess  a wide  range  of  products  and  collective  new  product
development capabilities that exceed ours. For example, some of our competitors,
such as Time Warner Cable,  offer access to the Internet via cable modem.  We do
not possess the technical capability to offer such a service.

       Increased  competition  could result in  significant  price  competition,
which in turn  could  result  in  significant  price  reductions  in some of our
product  offerings,  most notably Internet access and web hosting.  In addition,
increased  competition  for new  customers  could result in increased  sales and
marketing   expenses  and  related  customer   acquisition  costs,  which  could
materially adversely affect our operating results. We may not have the financial
resources,  technical expertise or marketing and support capabilities to compete
successfully, and the software, services or technologies developed by others may
render our products, services or technologies obsolete or less marketable.



                                       15



We are dependent on many vendors and suppliers and their financial  difficulties
may adversely affect our business.

       We depend on many  vendors and  suppliers  to conduct our  business.  For
example,  Provo  purchases  prepaid  calling cards  exclusively  from Telmex and
Telcel. If either entity terminated its relationship with Provo, Provo would not
have access to its principal products and its primary source of revenue would be
adversely  affected.  While Provo may be able to purchase  prepaid calling cards
from other regional Mexican  telecommunications  providers,  it is unlikely that
they could re-establish  themselves as a leading  distributor of prepaid calling
cards if Telmex or Telcel refused to do business with them.

       We purchase  telecommunications  services from various telecommunications
companies and competitive local exchange  carriers in the United States,  such a
Covad Communications, Focal Communications and DSL.net, Inc. Many of these third
parties have experienced  substantial  financial  difficulties in recent months,
including  difficulty  in  raising  the  necessary  capital  to  maintain  their
operations and in some cases leading to bankruptcies  and  liquidations.  To the
extent that we rely on these third parties for services we need in order to sell
our  products,  the  financial  difficulties  of these  companies  could  have a
material  adverse effect on our business and prospects.  While we may be able to
obtain comparable services from other telecommunications  providers in the event
any of our  suppliers  ceased  to  supply  us  with  services,  there  can be no
assurance that we could obtain replacement  services at prices which would allow
us to maintain our profit margins.

We may not be able to maintain our  profitability  if our suppliers reduce their
commissions or if they cease doing business with us.

       Our  business  substantially  depends  on the  availability  of  pre-paid
calling  cards and the  discounts  and  commissions  given to us by  Telmex  and
Telcel.  Access to calling-cards is obtained through short-term  agreements that
our providers can terminate, significantly modify or elect not to renew.

       Our   operating   margins  are  sensitive  to  variations  in  whole-sale
commissions  given by Telmex and  Telcel.  Any or all of our  current  suppliers
could  decide to reduce  whole-sale  commissions,  which  would  prevent us from
distributing  large  numbers of cards and would  materially  reduce our business
operations and profitability.

Our sales could be adversely  affected if we lose any of our largest  customers,
if they  materially  reduce their reliance on distributors or if they are unable
to pay amounts due.

       If any of our  largest  customers  in Mexico  were to stop or  materially
reduce  their  purchasing  from us,  or were  unable  to pay our  invoices,  our
financial results could be adversely  affected.  During fiscal 2002, Provo's top
five  customers in the  aggregate  accounted  for  approximately  17% of Provo's
sales. We generally do not have long term contracts with our retailer  customers
or minimum purchase requirements. In addition, there is the possibility that our
larger customers could bypass  distributors  and begin purchasing  calling cards
directly  from  Telmex or  Telcel.  The  concentration  of sales to our  largest
customers  also  exposes  us to  credit  risks  associated  with  the  financial
viability of our customers.  We believe that our sales to our largest  customers
will continue to represent a significant portion of our sales.

We depend on strategic relationships with third parties.



                                       16



       We depend on agreements  and  arrangements  with a variety of third party
partners, including, Telmex, Telcel and our network of distributors in Mexico as
well as certain  providers of high-speed access capability and other competitive
local exchange  carriers in the United  States.  The loss of any of our existing
strategic relationships or any inability to create new strategic partnerships in
the future  would cause  disruptions  to our  business,  reduce any  competitive
advantages  that  these  relationships  may  provide  over our  competitors  and
adversely affect our ability to expand our operations.  In addition, some of the
third  parties with which we seek to enter into  relationships  may view us as a
competitor and refuse to do business with us.

We have  numerous  sub-distributors  in Mexico  and they may divert or delay net
sales receipts from the point of sale.

       Provo  relies on its  large  network  of  sub-distributors  to  collect a
substantial portion of its revenues. Should any of these sub-distributors decide
to or attempt to divert or delay their  remittance  to Provo,  Provo's  need for
consistent interim cash flow would be adversely affected.  Moreover,  we may not
be able to recover  the  diverted  funds.  Significant  diversions  or delays in
receipts  of funds  by  Provo,  could  have a  material  adverse  effect  on our
business, financial condition and results of operations.

A disruption in the  operations of our key shippers could cause a decline in our
sales or a reduction in our earnings.

       We are  dependent on a number of commercial  freight  carriers to deliver
our products to our sub-distributors  and customers.  If the operations of these
carriers are disrupted for any reason,  we may be unable to deliver our products
to our  customers  on a timely  basis.  If we cannot  deliver our products in an
efficient and timely manner, our sales and profitability will suffer.  While the
choice of  carriers  is a fact based  determination  depending  on a  customer's
characteristics, we currently rely on Autobuses Estrella Blanca, S.A. de C.V. to
deliver approximately 42% of our products.

We are dependent on effective billing,  customer service and information systems
and we may have  difficulties  in developing,  maintaining  and enhancing  these
systems.

       Sophisticated back office information and processing systems are vital to
our  growth and our  ability to control  and  monitor  costs,  bill and  service
customers,  initiate,  implement and track customer orders and achieve operating
efficiencies.  Since our inception,  we have also been engaged in developing and
integrating our essential  information systems consisting of our billing system,
our  sales  order  entry  system  and our  customer  implementation  system.  In
addition,  we  continue  to  integrate  the  systems  of  each  of our  acquired
businesses, including Provo. These are challenging projects because all of these
systems  were  developed by different  vendors and must be  coordinated  through
custom  software and integration  processes.  Our sales and other core operating
and financial  data are generated by these systems and the accuracy of this data
depends on the quality and progress of the system integration project.  Although
we have made progress in our system integration  efforts,  we have not completed
it and we may experience  additional  negative  adjustments to our financial and
operating  data as we complete  this effort.  These  adjustments  have not had a
material  adverse effect on our financial or operating data to date but until we
complete  the  entire  project we cannot  assure  you that any such  adjustments
arising out of our systems  integration efforts will not have a material adverse
effect in the future.  If we are unable to develop,  acquire and  integrate  our
operations  and financial  systems,  our customers  could  experience  delays in
delivery of products or services, billing issues and/or lower levels of customer
service.  We also cannot assure you that any of our systems will be successfully
implemented on a timely basis or at all or will perform as expected. Our failure
to successfully  implement these systems would have a material adverse effect on
our business and prospects.

In order to remain  profitable,  we will need to  implement  our  business  plan
successfully,  including  increasing our customer bases in Mexico and the United
States and incorporating new lines of business in an effective manner.



                                       17



       The success of our  business  plan depends upon our ability to retain and
increase  our  customer  base for  prepaid  calling  cards;  attract  and retain
significant numbers of customers for our Internet business;  and consolidate new
lines of business on a timely and cost  effective  basis.  At the same time,  we
will need to hire and retain skilled management,  technical, marketing and other
personnel and continue to expand our product and service  offerings.  We may not
be able to implement our business plan  successfully,  and we may also encounter
unanticipated   expenses,   problems  or  technical   difficulties  which  could
materially delay the implementation of our business plan.

       We have  recently  expanded our  marketing  focus and have begun to offer
additional  products and services,  both of which may place a significant strain
on us. The expansion of our product offerings will continue to place significant
demands  on  the  time  and  attention  of our  senior  management  and  involve
significant financial and other costs, including marketing and promoting our new
products and services and hiring personnel to provide these new services. We may
not be able to enter new markets and offer new services successfully, and we may
not be able to undertake these activities while maintaining sufficient levels of
customer service to retain our existing customers,  either of which would have a
material adverse effect on us, our reputation and our operations.

Our  inability  to manage  our growth  effectively  could  adversely  affect our
business.

       Our future  performance  depends on our  ability to  continue to sell our
products, effectively roll-out our proposed products and services, implement our
business  strategy and  effectively  manage our growth.  Our planned  growth and
expansion will place significant  demands on our management and operations.  Our
ability to manage this growth successfully will depend on:

         o        expanding   our    management    resources,    infrastructure,
                  information and reporting systems and controls;

         o        expansion,  training  and  management  of our  employee  base,
                  including attracting and retaining skilled personnel;

         o        evaluating new markets;


         o        evaluating new acquisition opportunities;

         o        monitoring operations; and

         o        controlling costs.

       If  we  are  not  successful  in  managing  our  growth   effectively  or
maintaining the quality of our service,  our business,  financial  condition and
results of operations could be materially adversely affected.

Our Mexican subsidiaries conduct a majority of our operations and own a majority
of our operating assets.

       Our Mexican  subsidiaries  conduct a majority of our operations,  account
for a majority of our revenues and own a majority of our operating  assets. As a
result, our ability to make any dividend payments on our common stock depends on
the  performance  of  the  businesses   owned  by  our   subsidiaries  and  such
subsidiaries'  ability to  distribute  funds to us. Under  Mexican law,  Mexican
companies must retain part of their profits to establish  certain legal reserves
prior to  distributing  any dividends to their  stockholders.  In addition,  any
dividends received from our subsidiaries in Mexico may be subject to withholding
taxes in Mexico.

       The  rights of holders of our  common  stock may be  subordinated  to the
rights of our  subsidiaries'  lenders.  A default by a subsidiary under its debt
obligations  would likely result in a block on  distributions  from the affected
subsidiary to us. In the event of  bankruptcy,  liquidation  or dissolution of a
subsidiary and following payment of its liabilities, our subsidiary may not have
sufficient  assets  remaining  to  make  payments  to  us  as a  stockholder  or
otherwise.  As of September 30, 2003, Provo and its subsidiaries had outstanding
indebtedness,  excluding  payables to related  parties,  of  approximately  $8.1
million.



                                       18



We are heavily dependent on our senior management.

       We believe that the success of our  business  strategy and our ability to
operate  profitably depend on the continued  employment of our senior management
team.  Our business is managed by a small number of key management and operating
personnel  who have been  involved in our operation in the United States and the
operation  of our  subsidiaries  in Mexico.  As we pursue our  strategy  to grow
through  acquisitions  our need for qualified  personnel  may increase  further.
Competition for qualified personnel is intense, and we cannot assure you that we
will be able to retain our key  employees or that we can attract or retain other
qualified  personnel in the future.  We only maintain key person life  insurance
for $1,000,000 each on the lives of Stephen Cole-Hatchard and Nicko Feinberg.

Risks Related to Our Stock

Our substantial leverage could adversely affect our ability to run our business.

       Our  total  outstanding   indebtedness  as  of  September  30,  2003  was
approximately $8.9 million,  substantially all of which is secured indebtedness.
Of this amount,  we repaid  $96,539 in  principal  and $19,861 in interest on or
about November 25, 2003, and are obligated to pay approximately  $325,000 to IIG
Equity  Opportunities  Fund, Ltd. on December 31, 2003 and were obligated to pay
40,000,000 pesos ($3,660,590 at the current exchange rate) to Telmex on November
10, 2003.  We are currently in  negotiations  with Telmex to  restructure  these
debts so that they are payable  within a longer  term.  We lack the funds to pay
these  obligations  when they become due. If we cannot generate  sufficient cash
flow or otherwise  obtain the funds  necessary to make required  payments on our
indebtedness,  or if we  otherwise  fail to comply  with the  various  covenants
governing  our  indebtedness,  we will be in  default  under  the  terms  of our
indebtedness.  If we are in default,  the holders of certain of our indebtedness
may accelerate the maturity of the specific indebtedness which could cause us to
default on other debt obligations. In addition, if we are in default, Telmex may
suspend delivery of prepaid calling cards to us.

       Therefore,  in order to satisfy our debt  obligations,  we are  currently
pursuing  additional sources of financing,  including potential sources for debt
and equity  financing  (or a  combination  of the two),  and are  exploring  the
possibility of selling some of our assets (such as our dial-up subscriber base),
so that we will have sufficient funds to pay our debts as they become due. There
can be no assurance,  however,  that such  financing  will be available on terms
that are acceptable to us, or on any terms. Our ability to arrange financing and
the cost of the  financing  will  depend on many  factors  including:

         o        general economic and capital markets conditions;

         o        conditions  in the  retail,  telecommunications  and  Internet
                  industries;

         o        regulatory developments;

         o        investor  confidence  and credit  availability  from banks and
                  other lenders;

         o        the success of our business plan; and

         o        tax and securities laws that affect raising capital.

       If we cannot  obtain  the  additional  funding we  require,  we will make
substantial  reductions  in the  scope and size of our  operations,  in order to
conserve  cash until such funding is  obtained.  We also may be required to seek
protection under the bankruptcy laws.

We have a significant  number of  outstanding  options and warrants  which could
depress  the  market  price of our  common  stock and could  interfere  with our
ability to raise capital in the future.



                                       19



       As of November  25,  2003,  we had  outstanding  options and  warrants to
purchase  5,702,866  shares of our common stock at exercise  prices ranging from
$0.01 to $8.50 per share. To the extent that the outstanding options or warrants
are exercised,  dilution to the percentage of ownership of our stockholders will
occur. Any sales in the public market of the shares  underlying such options and
warrants may  adversely  affect  prevailing  market prices for our common stock.
Moreover,  the  terms  upon  which we will be able to obtain  additional  equity
capital may be adversely affected,  since the holders of outstanding options and
warrants  can be  expected  to  exercise  them at a time  when we  would  in all
likelihood  be able to obtain any needed  capital on terms more  favorable to us
than those provided in the outstanding options and warrants.

Conversion  of the Series B convertible  redeemable  preferred  stock,  Series E
convertible preferred stock and Series D convertible preferred stock will result
in substantial dilution.

       We are currently  requesting our  stockholders to consider and vote upon,
among other things,  the issuance of shares of our common stock upon  conversion
of the Series B convertible  redeemable  preferred  stock,  Series E convertible
preferred  stock and  Series D  convertible  preferred  stock.  Subject  to such
stockholder  approval,  such Series B convertible  redeemable  preferred  stock,
Series E convertible  preferred  stock and Series D convertible  preferred stock
will be  converted  into a total of  18,880,294  shares of common  stock  (after
giving effect to the proposed  two-for-three  reverse  stock split).  Holders of
common  stock  will  therefore  experience  dilution  of their  investment  upon
conversion  of our Series B convertible  redeemable  preferred  stock,  Series E
convertible  preferred  stock  and  Series D  convertible  preferred  stock.  In
addition,  if our agreement with Fusion Capital is approved,  we may issue up to
10,000,000  additional  shares  of  common  stock  to  Fusion  Capital,  thereby
resulting in further dilution of our common stockholders' interests.

The reverse stock split may have a negative impact on stockholders  who own less
than 100 shares.

       We are also currently  seeking  shareholder  approval of a  two-for-three
stock split.  The reverse stock split might result in some  stockholders  owning
"odd lots" of less than 100 shares of Common Stock.  Brokerage  commissions  and
other  costs  of  transactions  in odd  lots may be  higher,  particularly  on a
per-share basis,  than the cost of transactions in even multiples of 100 shares.
The possibility also exists that stockholder liquidity may be adversely affected
by the reduced  number of shares which would be outstanding if the reverse split
is  effected,  particularly  if the price per share of the common stock begins a
declining trend after the reverse split is effected.

Our stock price has been volatile and future sales of substantial numbers of our
shares could have an adverse affect on the market price of our shares.

       The market  price of shares of our common  stock has been  volatile.  The
price of our common  stock may  continue to fluctuate in response to a number of
events  and  factors,  such as:

         o        our ability to maintain and increase our profitability;

         o        changes in revenues and expense levels;

         o        the  amount of our cash  resources  and our  ability to obtain
                  additional funding;

         o        our ability to service our debt;

         o        announcements of new lines of business, business developments,
                  technological  innovations  or  new  products  by  us  or  our
                  competitors;

         o        changes in government regulation; and

         o        the   success   of  the   integration   of  past  and   future
                  acquisitions.



                                       20



       Any of these events may cause the price of our shares to fall,  which may
adversely  affect our business and  financing  opportunities.  In addition,  the
stock  market in  general  and the  market  prices  for  Internet  companies  in
particular have experienced significant volatility that often has been unrelated
to the operating  performance or financial  conditions of such companies.  These
broad market and industry fluctuations may adversely affect the trading price of
our stock, regardless of our operating performance or prospects.

Future sales of our stock by insiders may adversely affect our stock price.

       Many of our  outstanding  shares are  "restricted  securities"  under the
federal  securities  laws,  and such  shares  are or will be  eligible  for sale
subject  to  restrictions  as  to  timing,   manner,   volume,  notice  and  the
availability  of  current  public  information   regarding  Frontline.   If  our
shareholders approve the conversion of Series E convertible  preferred stock and
Series D convertible  preferred stock, which consent we are currently seeking, a
significant majority of our common stock will be held by the former stockholders
of Provo and by our founding  management team.  Sales of substantial  amounts of
stock in the public  market or sales of stock by our insiders or the  perception
that these sales could occur,  could depress the prevailing market price for all
of our securities.  Sales of substantial  amounts of stock by these stockholders
in the  public  market  may also make it more  difficult  for us to sell  equity
securities or  equity-related  securities in the future at a time and price that
we deem  appropriate  and, to the extent  these sales  depress our common  stock
price.

Our stock may be  delisted  from the  American  Stock  Exchange,  and that could
affect its market price and liquidity.

       We are required to meet certain  financial  tests to maintain the listing
of our common stock on the American Stock Exchange.  The American Stock Exchange
has advised us that, our acquisition of Provo, as currently structures, does not
require  review under the new listing  standards of the  exchange.  The combined
company  is  required  to meet  the  standards  set  forth by the  exchange  for
continued listing. If our stock price,  stockholder's  equity,  income or market
cap were to fall below the standards set by the exchange,  we may not be able to
maintain our American Stock Exchange listing.  If we do not remain listed on the
American  Stock  Exchange,  the market  price and  liquidity of our common stock
could  be  impaired.  The  delisting  of  our  common  stock  could  also  deter
broker-dealers  from making a market in or otherwise  generating interest in our
common stock and could adversely affect our ability to attract  investors in our
common stock and raise  additional  capital.  As a result of these factors,  the
value of our common  stock could  decline  significantly,  and our  stockholders
could lose some or all of their investment.

Risks Related to Operating in Foreign Markets

Our business in Mexico presents unique economic and regulatory risks.

       A significant  portion of our assets and revenues are and will be located
in Mexico. Our business,  therefore, is affected by prevailing conditions in the
Mexican  economy  and  is,  to a  significant  extent,  vulnerable  to  economic
downturns and changes in government  policies.  The Mexican government exercises
significant influence over many aspects of the Mexican economy. Accordingly, the
Mexican  government's  actions and the policies  established  by  legislative e,
executive or judicial  authorities in Mexico may affect the Mexican economy.  We
cannot assure you that future economic,  political or diplomatic developments in
or affecting Mexico will not:

         o        impair  our  business,   results  of   operations,   financial
                  condition  and  liquidity  (including  our  ability  to obtain
                  financing);

         o        materially  and  adversely  affect  the  market  price  of our
                  securities (including the shares of our common stock); or

         o        negatively affect our ability to meet our obligations.



                                       21



We operate in foreign markets and are exposed to risks in those markets that may
adversely affect our performance.

       Our growth  strategy  involves  operations  in several new  international
markets.  The  following  are certain  risks  inherent  in doing  business on an
international  level,  any of which could have a material  adverse effect on our
business, financial condition and results of operations:

         o        regulatory  limitations  restricting  or  prohibiting  us from
                  providing our services or selling our products;

         o        unexpected  changes  in  regulatory   requirements,   tariffs,
                  customs, duties and other trade barriers;

         o        difficulties in staffing and managing foreign operations;

         o        political risks;

         o        fluctuations  in currency  exchange rates and  restrictions on
                  repatriation of earnings;

         o        delays from customers or government agencies;

         o        dependence upon local suppliers in international markets;

         o        potentially adverse tax consequences  resulting from operating
                  in multiple jurisdictions with different tax laws; and

         o        an economic downturn in the countries in which we expect to do
                  business.

A majority  of our  revenues  are  received  in foreign  currencies.  Changes in
current exchange rates could adversely affect our business.

       We generate a majority of our revenues in currencies  other than the U.S.
dollar,  and thus are subject to  fluctuations  in exchange rates. We may become
subject to exchange  control  regulations  that might  restrict or prohibit  the
conversion of our revenue into U.S. dollars.  The occurrence of any such factors
could have a material  adverse effect on our business,  financial  condition and
results of operations  as well as our ability to service our dollar  denominated
liabilities.

                                 USE OF PROCEEDS

        Assuming  that all of the  warrants  held by  selling  stockholders  are
exercised, we will realize proceeds of approximately $729,900, all of which will
be used  for  working  capital.  We  have  agreed  to pay  certain  expenses  in
connection with this offering,  currently expected to be approximately  $25,000.
We will not receive  any of the  proceeds  from the sale of common  stock by the
selling stockholders.




                                       22



                          DESCRIPTION OF CAPITAL STOCK

General

        We are currently  authorized to issue 25,000,000 shares of common stock,
par value $.01 per share,  and 2,000,000  shares of preferred  stock,  par value
$.01 per share. As of the date of this prospectus,  there are 13,784,146  shares
of common stock outstanding,  496,445 shares of Series B convertible  redeemable
preferred  stock  outstanding,  35,500 shares of Series D convertible  preferred
stock  outstanding  and 220,000 shares of Series E convertible  preferred  stock
outstanding.

Common Stock

        The holders of our common  stock are entitled to one vote for each share
held of  record  on all  matters  to be  voted on by  stockholders.  There is no
cumulative  voting with  respect to the election of  directors,  with the result
that the  holders of more than 50% of the  shares  voting  for the  election  of
directors  can elect all of the directors  then up for election.  The holders of
common stock are entitled to receive  dividends  when, as and if declared by the
Board of Directors  out of funds  legally  available  therefor.  In the event of
liquidation,  dissolution  or winding up of our  company,  the holders of common
stock are  entitled to share in all assets  remaining  which are  available  for
distribution  to them after payment of liabilities  and after provision has been
made for each class of stock, if any,  having  preference over the common stock.
Holders  of shares of  common  stock  have no  conversion,  preemptive  or other
subscription  rights, and there are no redemption  provisions  applicable to the
common stock. All of the outstanding  shares of common stock are, and the shares
of common stock issuable upon exercise of warrants held by selling  stockholders
will be, fully paid and nonassessable.

Preferred Stock

        We are authorized to issue 2,000,000 shares of preferred stock from time
to time in one or more series,  in all cases ranking  senior to the common stock
with  respect  to  payment  of  dividends  and in the event of the  liquidation,
dissolution or winding-up of our company.  The Board of Directors has the power,
without stockholder approval, to issue shares of one or more series of preferred
stock,  at any  time,  for such  consideration  and with such  relative  rights,
privileges, preferences and other terms as the Board of Directors may determine,
including  terms  relating  to dividend  rates,  redemption  rates,  liquidation
preferences and voting,  sinking fund and conversion or other rights. The rights
and terms relating to any new series of preferred stock could  adversely  affect
the voting  power or other rights of the holders of the common stock or could be
utilized, under certain circumstances, as a method of discouraging,  delaying or
preventing a change in control of our company.

       In February 2000, we issued  approximately  1,200,000  shares of Series B
convertible  redeemable  preferred stock in an  underwritten  public offering in
order to raise capital.  Our Series B convertible  redeemable preferred stock is
currently  traded on the American Stock Exchange under the symbol FNT.PR.  As of
October  31,  2003,  there  were  496,445  shares  of Series B  preferred  stock
outstanding.  We are  currently  seeking  shareholder  approval  of a  mandatory
conversion  proposal relating to the Series B convertible  redeemable  preferred
stock,  which,  if  approved,  would  result  in  the  conversion  of all of the
outstanding  shares  of Series B  convertible  redeemable  preferred  stock at a
conversion  ratio of 6 shares of common stock per share of Series B  convertible
redeemable  preferred  stock,  which if approved  will result in the issuance of
1,985,780  shares of our  common  stock  (after  giving  effect to the  proposed
two-for-three reverse stock split).




                                       23



        On April 3, 2003,  we  acquired  all of the  capital  stock of Provo for
220,000 shares of our Series C convertible  preferred stock. In November 2003 we
issued  220,000 shares of Series E convertible  preferred  stock in exchange for
the Series C  convertible  preferred  stock held by the former  shareholders  of
Provo. The Series E convertible preferred stock is convertible, upon shareholder
approval,  into up to 22,000,000 shares of our common stock, provided that at no
time  shall  the  former  shareholders  of Provo  own in  excess of 49.5% of our
outstanding  common stock.  Also in connection with our acquisition of Provo, we
also  issued  35,500  shares of our  Series D  cconvertible  preferred  stock to
certain of our executive  officers and  directors,  certain Provo  employees and
other third parties.  The Series D convertible  preferred  stock is convertible,
upon  shareholder  approval,  into 3,550,000  shares of our common stock. We are
currently seeking shareholder  approval of a conversion proposal relating to the
Series E convertible  preferred stock,  which if approved will result in 134,445
of the  220,000  outstanding  shares of  Series E  convertible  preferred  being
converted into approximately 13,344,514 shares of our common stock (after giving
effect to the proposed  two-for-three  reverse  split.  The remaining  shares of
Series E  convertible  preferred  stock will remain  outstanding  and subject to
optional  conversion whenever the former shareholders of Provo's share ownership
drops below 49.5% of our  outstanding  common stock.  Finally,  we are currently
seeking  shareholder  approval of a conversion proposal relating to the Series D
convertible  preferred  stock,  which if  approved  will  result  in all  35,500
outstanding  shares of Series D  convertible  preferred  stock will be converted
into  3,550,000  shares of our common stock (after giving effect to the proposed
two-for-three reverse split).

Transfer Agent

        The transfer  agent and registrar for our common stock is American Stock
Transfer and Trust Company, 40 Wall Street, New York, New York 10005.



                                       24



                              SELLING STOCKHOLDERS

        The following  table sets forth certain  information  as of November 24,
2003, relating to the selling stockholders. None of the selling stockholders has
ever held any position or office with us or had any material  relationship  with
us.




                                               Shares Beneficially Owned                     Shares Beneficially Owned
                                                   Prior to Offering         Shares Being        After Offering(1)
Name of Beneficial Owner                         Number         Percent         Offered         Number        Percent
----------------------------------               ------         -------      ------------       ------        -------
                                                                                                  
Michael Brown                                 187,500            1.4%           187,500         0                0%
Donald MacIntire                              187,500            1.4%           187,500         0                0%
IIG Equity Opportunities Fund, Ltd.           500,000            3.6%           500,000         0                0%
Fusion Capital Fund II, LLC                   1,302,000 (2)      9.0%           802,000         500,000 (2)      3.5%
William T. Ritger                             483,333 (3)        3.5%           483,333         0                0%
Platinum Partners Value Arbitrage Fund, LP    650,000 (4)        4.7%           650,000         0                0%
James Nicholson                               125,000 (5)        *              125,000         0                0%
Scarborough Ltd.                              4,083,332 (6)      25.2%          4,083,332       0 (6)            0%



------------

(1)      Based on 13,784,146 shares outstanding.

(2)      Includes  462,000 which may be issued in accordance with the terms of a
         convertible  promissory note, and 220,000 shares issuable upon exercise
         of warrants.

(3)      Includes 150,000 shares issuable upon exercise of warrants.

(4)      Includes 150,000 shares issuable upon exercise of warrants.

(5)      Includes 125,000 shares issuable upon exercise of warrants.

(6)      Includes 2,416,666 shares issuable upon exercise of warrants.  Excludes
         1,250,000 shares underlying  warrants which may be issued upon exercise
         of currently outstanding warrants.

* Less than 1%



                                       25



                             SUMMARY OF TRANSACTIONS

The Offering

         IIG Equity Opportunites Fund, Ltd.


         On  April 2,  2003,  we  entered  into a bridge  financing  whereby  we
borrowed  $550,000 from IIG Equity  Opportunities  Fund,  Ltd., an  unaffiliated
lender.  The loan is evidenced by a secured  promissory note that bears interest
at the rate of 14% per annum and is secured by substantially  all of our assets.
In  addition,  two of our  executive  officers,  Nicko  Feinberg  and Stephen J.
Cole-Hatchard  pledged  shares of our common  stock owned by them as  additional
collateral  to  IIG  Equity.  In  addition,  Mr.  Cole-Hatchard  has  personally
guaranteed the repayment of the promissory note, and mortgaged  certain personal
real estate as  collateral  for the bridge loan.  Mr.  Cole-Hatchard's  personal
guarantee  is  limited  to the  assets  mortgaged  by him  and  IIG  Equity  has
no-recourse against his other assets.

         In connection  with the bridge  financing,  we issued 500,000 shares of
our common stock to IIG Equity as additional consideration.  The promissory note
is  repayable  at the  earlier of July 2, 2003 or upon our  obtaining  financing
collateralized by Provo's accounts receivable. On June 19, 2003, we amended this
agreement  to extend  its due date from  July 2,  2003 to  August  1,  2003.  On
September 30, 2003, we repaid  $125,000 and amended this agreement to extend its
due date from August 1, 2003 to October 3, 2003. In November  2003, we repaid an
additional  $96,539  principal  and $19,861 in  interest  due under the note and
entered into an agreement  with the noteholder to extend the term of the note to
December 31, 2003.

         Concurrently  with the  execution  of the  bridge  loan  agreement,  we
entered into a Registration  Rights Agreement with IIG Equity which obligates us
to file a registration statement covering the 500,000 shares of our common stock
issued to IIG Equity as additional consideration.

         Delanet, Inc.

         On June 20,  2000,  we  purchased  substantially  all of the  assets of
Delanet,  Inc., a company in the business of selling dial-up,  DSL,  leased-line
and  dedicated  Internet  access.  As part of the  purchase  price,  we issued a
promissory  note to  Delanet  in the  principal  amount  of  $728,600.  The note
provided for semi-annual  interest payments and payment in full of all principal
and outstanding interest on June 20, 2003.

         On March 27, 2003,  we entered into a settlement  agreement and release
with the two shareholders of Delanet,  Inc., Donald MacIntire and Michael Brown,
in which we settled our obligation  under the promissory  note for $200,000 cash
and 375,000  shares of our common  stock,  of which  187,500  were issued to Mr.
MacIntire  and  187,500  were  issued  to Mr.  Brown.  Under  the  terms  of the
settlement,   we  are  obligated  to  include  the  settlement  shares  in  this
registration statement.

         Fusion Capital Fund II, LLC

         On July 1, 2003, we entered into an additional  transaction with Fusion
Capital  Fund II,  LLC,  in which we  issued to  Fusion  Capital  a  convertible
promissory note in the principal amount of $110,000.  The note bears an interest
rate of 10% per annum.  The entire  principal and any unpaid  interest is due on
December 31, 2005.  Fusion Capital has the right, at its option,  on or prior to
December 31, 2005 to convert the principal amount of the note, together with all
accrued  interest  thereon  in  accordance  with  the  provisions  of  and  upon
satisfaction  of the  conditions  contained  in the note,  into  fully  paid and
non-assessable  shares of our  common  stock at a  conversion  price of $.25 per


                                       26



share.  Also in connection with this sale, we issued to Fusion Capital  warrants
to acquire 220,000 shares of its common stock at an exercise price of $0.42. Our
agreement with Fusion Capital  obligates us to include the shares  issuable upon
conversion  of the  note  and  exercise  of the  warrants  in this  registration
statement.

       William T. Ritger

       On August 1, 2003,  we entered  into a stock  purchase  agreement  with
William T.  Ritger,  in which we sold  333,333  shares of our  common  stock for
$100,000.  We also issued 150,000 warrants  exercisable at $.40 per share to Mr.
Ritger as additional  consideration,  the warrants are exercisable at the option
of the holder during a period of five years.

       Concurrently  with the  execution  of the Stock  Purchase  agreement,  we
entered into a Registration  Rights Agreement with Mr. Ritger which obligates us
to include the 333,333 shares of our common stock issued to Mr. Ritger under the
stock  purchase  agreement  and the 150,000  shares which may be issued upon the
exercise of warrants in this registration statement.

       Platinum Partners Value Arbitrage Fund, LP

       On September 16, 2003, we entered into a stock  purchase  agreement  with
Platinum  Partners Value  Arbitrage Fund, LP, in which we sold 500,000 shares of
our common stock for $150,000.  We also issued 150,000  warrants  exercisable at
$.40 per share to Platinum  Partners as additional  consideration , the warrants
are exercisable at the option of the holder during a period of five years..

       Concurrently  with the  execution  of the Stock  Purchase  agreement,  we
entered into a  Registration  Rights  Agreement  with  Platinum  Partners  which
obligates  us to  include  the  500,000  shares of our  common  stock  issued to
Platinum  Partners  under the stock  purchase  agreement and the 150,000  shares
which  may be  issued  upon  the  exercise  of  warrants  in  this  registration
statement.

       James Nicholson

       In June 2002, we entered into a securities  purchase agreement with James
Nicholson whereby Mr. Nicholson purchased a $25,000 convertible  promissory note
from us. We also issued 125,000  warrants  exerciseable at $.08 per share to Mr.
Nicholson as additional  consideration,  , the warrants are  exercisable  at the
option of the holder during a period of five years.  In October 2003, we entered
into an agreement  with Mr.  Nicholson  whereby we agreed to include the 125,000
shares of common  stock  issuable  upon the  exercise  of the  warrants  in this
registration statement.

       Scarborough Ltd.

         On November 25, 2003,  we entered into a  subscription  agreement  with
Scarborough  Ltd in which we sold  1,666,666  shares  of our  common  stock  for
$500,000.  Pursuant  to the  subscription  agreement,  we  also  issued  750,000
warrants  exerciseable  at $.01 per  share to  Scarborough  Ltd.  as  additional
consideration (the "A Warrants").  The A Warrants are exerciseable at the option
of the holder for a period of three years.  We also issued to  Scarborough  Ltd.
with a warrant to purchase an additional 1,666,666 shares of our common stock at
a purchase  price of $0.30 per share  (the "B  Warrants").  The B  Warrants  are
exerciseable within forty-five days of the date of this registration  statement,
which date may be extended  for an  additional  forty five days  pursuant to the
terms of the B Warrant.  Upon exercise of the B Warrants,  we will also issue to
Scarborough  Ltd. a warrant to purchase an  additional  1,250,000  shares of our
common stock at $0.01 per share (the "B2  Warrants").  The B Warrants and the B2
Warrants are only  exerciseable if our  shareholders  approve the terms of the B
Warrants and the B2 Warrants.

         Under the terms of the  subscription  agreement,  we are  obligated  to
include the 1,666,666 shares of our common stock issued to Scarborough Ltd., the
750,000  shares which may be issued upon the exercise of the  Warrants,  and the
1,666,666  shares  which may be issuable in the event the B2 warrants are issued
and exercised, in this registration statement.


                                       27



                              PLAN OF DISTRIBUTION

         Sales  of the  shares  may be made  from  time  to time by the  selling
stockholders.  Such sales may be made on the American Stock Exchange, in another
over-the-counter  market, on a national  securities  exchange,  any of which may
involve crosses and block transactions,  in privately negotiated transactions or
otherwise or in a combination of such  transactions  at prices and at terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or at
privately negotiated prices. In addition,  any shares covered by this prospectus
which qualify for sale pursuant to Section 4(1) of the Securities Act of 1933 or
Rule 144 promulgated  thereunder may be sold under such  provisions  rather than
pursuant to this  prospectus.  Without limiting the generality of the foregoing,
the shares may be sold in one or more of the following types of transactions:

         o        a block  trade in which  the  broker-dealer  so  engaged  will
                  attempt  to sell the  shares  as agent  but may  position  and
                  resell a portion of the block as principal to  facilitate  the
                  transaction;

         o        purchases  by a broker or dealer as  principal  and  resale by
                  such  broker  or  dealer  for  its  account  pursuant  to this
                  prospectus;

         o        an exchange  distribution in accordance with the rules of such
                  exchange;

         o        ordinary brokerage  transactions and transactions in which the
                  broker solicits purchasers; and

         o        face-to-face   transactions  between  sellers  and  purchasers
                  without  a  broker-dealer.  In  effecting  sales,  brokers  or
                  dealers  engaged by the selling  stockholders  may arrange for
                  other brokers or dealers to participate in the resale.

         Brokers or dealers may receive compensation in the form of commissions,
discounts or concessions  from selling  stockholders in amounts to be negotiated
in  connection  with the  sale.  Such  brokers  or  dealers  may be deemed to be
"underwriters"  within the meaning of the  Securities  Act of 1933 in connection
with such sales and any such commission, discount or concession may be deemed to
be  underwriting  discounts or  commissions  under the  Securities  Act of 1933.
Compensation  to  be  received  by   broker-dealers   retained  by  the  selling
stockholders in excess of usual and customary  commissions,  will, to the extent
required, be set forth in a supplement to this prospectus.  Any dealer or broker
participating  in any  distribution  of the shares may be  required to deliver a
copy of this prospectus, including a supplement, to any person who purchases any
of the shares from or through such dealer or broker.

         During such time as they may be engaged in a distribution of the shares
the selling  stockholders  are required to comply with  Regulation M promulgated
under the Securities Exchange Act of 1934. With certain exceptions, Regulation M
precludes  any  selling   stockholder,   any   affiliated   purchasers  and  any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire  distribution
is complete.  Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection  with the  distribution  of that
security. All of the foregoing may affect the marketability of the common stock.

         It is  possible  that a  significant  number of shares may be sold and,
accordingly,  such sales or the possibility thereof may have a depressive effect
on the market price of our common stock.




                                       28



                                  LEGAL MATTERS

         Amy Wagner-Mele, our Executive Vice President and General Counsel, will
pass upon the validity of the common stock.

                                     EXPERTS

         Our financial  statements as of December 31, 2002 and for the two years
then ended  incorporated  by reference in this  prospectus have been included in
reliance  upon the  report of  Goldstein  Golub  and  Kessler  LLP,  independent
accountants,  given upon the authority of that firm as experts in accounting and
auditing.

            The financial statements of Proyecciones y Ventas Organizadas, S. A.
de C. V.  incorporated  by reference in this Prospectus have been audited by BDO
Hernandez Marron y Cia., S.C., independent certified public accountants,  to the
extent and for the  periods  set forth in their  report  incorporated  herein by
reference,  and are incorporated  herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.


                         WHERE YOU CAN FIND INFORMATION

         Frontline  Communications   Corporation  has  filed  with  the  SEC,  a
Registration   Statement  with  respect  to  the  securities   offered  by  this
prospectus. This prospectus,  filed as part of such Registration Statement, does
not contain all of the  information set forth in, or annexed as exhibits to, the
Registration  Statement,  portions of which have been omitted in accordance with
the rules and  regulations of the SEC. For further  information  with respect to
Frontline Communications Corporation and this offering, reference is made to the
Registration  Statement,  including exhibits filed therewith,  which may be read
and copied at the SEC at Room 1024,  Judiciary  Plaza,  450 Fifth Street,  N.W.,
Washington,  D.C. 20549, and at its regional  offices:  500 West Madison Street,
Suite 1400,  Chicago,  Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048. You can obtain copies of these materials at prescribed
rates  from the  Public  Reference  Room of the SEC at 450 Fifth  Street,  N.W.,
Washington,  D.C.  20549.  You may obtain  information  on the  operation of the
Public  Reference  Room by calling  the SEC at  1-800-SEC-0330.  Our  electronic
filings made through the SEC's electronic data gathering, analysis and retrieval
system  are   publicly   available   through  the  SEC's   worldwide   web  site
(http://www.sec.gov).



                                       29





We have not  authorized  any  dealer,  salesperson  or other  person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized  information or  representations.  This prospectus does
not offer to sell or buy any shares in any  jurisdiction  where it is  unlawful.
The information in this prospectus is current only as of its date.

                                -----------------

                                TABLE OF CONTENTS

                                                           Page
                                                           ----
Incorporation of Certain Documents by Reference ........      4
Prospectus Summary......................................      4
Risk Factors............................................     12
Use of Proceeds.........................................     22
Description of Capital Stock............................     23
Selling Stockholders....................................     25
Plan of Distribution....................................     28
Legal Matters...........................................     29
Experts.................................................     29
Where You Can Find Information..........................     29


                          ----------------------------

                                7,018,665 Shares


                      FRONTLINE COMMUNICATIONS CORPORATION


                                  Common Stock


                                  -------------

                                   PROSPECTUS

                                  -------------


                                December 17, 2003