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Quarterly report filed by small businesses

10QSB


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

      For the quarterly period ended March 31, 2004


[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934.
               For the transition period from _______ to ______


                        Commission file number 001-15673


                            PROVO INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)


        Delaware                                            13-3950283
(State or other jurisdiction                          (I.R.S employer
of incorporation or organization)                      identification number)


One Blue Hill Plaza, P.O. Box 1548, Pearl River, New York         10965
   (Address of principal executive offices)                     (Zip code)

                                 (845) 623-8553
                (Issuer's telephone number, including area code)

                      Frontline Communications Corporation
        ---------------------------------------------------------------
                  (Former name, if changed since last report)

Indicate by a check mark whether the Issuer: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the last 90 days.

Yes [X]             No [_]



As of May 3, 2004 there were outstanding 39,082,779 shares of the Issuer's
common stock, $ .01 par value.




                                     INDEX

                                                                         Page



Part I   Financial Information


Item 1   Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets                             1

         Condensed Consolidated Statements of Operations                   2

         Condensed Consolidated Statements of Cash Flows                   3

         Notes to Condensed Consolidated Financial Statements              4 


Item 2   Management's Discussion and Analysis of Financial Condition And
         Results Of Operations                                             9


Item 3   Controls and Procedures                                          16


Part II  Other information                                                17

         Signatures                                                       18







                                                                    March 31,     December 31,
                                                                      2004           2003
                                                                  ------------    ------------  
                                                                   (Unaudited)     (Audited)
                                                                                     
    ASSETS
    Current:
   Cash and cash equivalents                                      $    413,851    $    106,025
   Accounts receivable:
     Trade, net of allowance for doubtful accounts                   5,613,712       5,775,010
     Related parties                                                   580,925         564,397
     Other                                                             457,498         521,766

                                                                  ----------------------------
Total accounts receivable                                            6,652,135       6,861,173

  Value-added tax recoverable                                          549,623         531,711
  Inventory                                                            803,252         811,934
  Prepaid expenses                                                     350,987         348,172
  Deferred income taxes                                                                125,941
                                                                  ----------------------------
Total current assets                                                 8,769,848       8,784,956

Property and equipment, net                                            334,717         406,387
Investment in nonproductive properties                               1,955,012       1,955,012
Deferred income taxes                                                  417,898          28,299
Goodwill                                                             5,343,741       5,343,741
Other assets                                                           481,431         388,473

                                                                  ----------------------------
                                                                  $ 17,302,647    $ 16,906,868
                                                                  ============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current maturities of long-term debt                              $  1,482,354    $  1,548,837
Payable under supplier credit facility                               6,733,336       6,940,363
Related parties                                                        808,456         901,267
Accounts payable and accrued expenses                                2,326,731       2,795,528
Income taxes payable                                                   171,850         193,835
Deferred taxes                                                         264,364
Deferred revenue                                                       441,849         463,370
                                                                  ----------------------------
Total current liabilities                                           12,228,940      12,843,200


Long-term debt, less current maturities                              1,047,643         685,772

                                                                  ------------    ------------
Total liabilities                                                   13,276,583      13,528,972
                                                                  ------------    ------------

Minority Interest                                                           49              49

Stockholder's Equity (deficiency)
    Series B Preferred stock, $.01 par value,
      2,000,000 shares authorized, issued and
      outstanding 30,555 and 86,555, respectively
      Liquidation preference $306 and 866, respectively                    306             866
   Common Stock, $.01 par value, 100,000,000 shares
      authorized, 39,513,080 and 28,960,449  issued,
      respectively, 39,082,779 and 28,530,148
      outstanding, respectively                                        395,130         289,604

   Additional paid-in capital                                       48,669,267      46,904,232
   Accumulated deficit                                             (43,997,914)    (42,715,222)
    Unamortized deferred consulting costs                              (73,637)       (145,191)
   Accumulated other comprehensive loss                                (95,721)        (85,026)
   Treasury stock, at cost, 430,301 shares                            (871,416)       (871,416)

                                                                  ------------    ------------
                        Total stockholders' equity (deficiency)      4,026,015       3,377,847

                                                                  ------------    ------------
                                                                  $ 17,302,647    $ 16,906,868
                                                                  ============    ============



            See notes to condensed consolidated financial statements.

                                       -1-



PROVO INTERNATIONAL, INC.  AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)

                                                     For the three months ended
                                                      March 31        March 31
                                                        2004            2003
                                                   ------------    ------------

Revenues                                           $ 22,835,287    $  1,066,127

Costs and expenses:
      Cost of revenues (excludes costs $19,050       
          and $42,966 included in depreciation
          and amortization)                          21,863,199         495,721
      Selling, general and administrative             
          (excludes equity related noncash
           compensation of $71,554  and $0)           1,139,110         603,279
      Depreciation and amortization                      89,850         143,373
      Noncash compensation                               71,554

                                                   ------------    ------------
                                                     23,163,713       1,242,373
                                                   ------------    ------------
Loss from operations                                   (328,426)       (176,246)

Other income (expense):
   Interest income                                        5,179             307
   Interest expense                                     (99,242)        (21,888)
   Amortization of deferred debt discount and
         conversion benefit                            (859,498)

                                                   ----------------------------
Net loss before income tax                           (1,281,987)       (197,827)
                                                   ----------------------------

Income tax expense                                          705

                                                   ------------    ------------
Net  (loss)                                          (1,282,692)       (197,827)
                                                   ------------    ------------

Preferred dividends                                          --          74,467

                                                   ------------    ------------
Net loss available to common shareholders          ($ 1,282,692)  ($   272,294)
                                                   ============    ============

Loss per common share-basic and diluted            ($      0.04)   ($      0.04)
                                                   ============    ============

Weighted average number of  common shares
   outstanding- basic and diluted                    32,128,875       6,196,648
                                                   ============    ============

           See notes to condensed consolidated financial statements.

                                       -2-



PROVO INTERNATIONAL, INC.  AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)                                               




                                                           For the three months ended
                                                            March 31        March 31
                                                              2004            2003
                                                          ------------    ------------
                                                                              
Cash flow from operating activities:
   Net loss                                               ($ 1,282,692)   ($   197,827)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
      Depreciation and amortization                             89,850         143,373
      Debt discount amortization and conversion benefit        859,498           6,250
      Noncash compensation charge                               71,554
      Deferred income taxes                                        705
      Changes in operating assets and liabilities
         Accounts receivable                                   161,297          46,405
         Value-added tax recoverable                           535,167
         Inventory                                               8,682
         Prepaid expenses and other                           (545,194)         (3,467)
         Other assets                                             (185)          7,581
         Accounts payable and accrued expenses                (524,506)         44,186
         Deferred revenue                                      (21,521)         37,222
         Income taxes payable                                  (21,985)

                                                          ------------    ------------
Net cash  provided  by (used in) operating activities         (669,330)         83,723
                                                          ------------    ------------


Cash flows from investing activities:
   Deferred transaction costs                                                  (49,441)
                                                          ------------    ------------
Net cash used in  investing activities                                         (49,441)
                                                          ------------    ------------


Cash flows from financing activities:
   Principal payments on long-term debt                        (96,560)        (27,875)
   Proceeds from sale of convertible notes                     924,987
   Proceeds from issuance of common stock
     upon exercise of warrants                                 568,000
   Supplier credit facility                                   (207,027)
   Repayment of bridge loan                                   (203,461)

                                                          ------------    ------------
Net cash provided by (used in) financing activities            985,939         (27,875)
                                                          ------------    ------------

Effects of changes in foreign currency
    exchange rate changes on cash                               (8,783)

                                                          ------------    ------------
Net increase in cash and cash equivalents                      307,826           6,407
                                                          ------------    ------------

Cash and cash equivalents, beginning of period                 106,025         208,502

Cash and cash equivalents, end of period                  $    413,851    $    214,909
                                                          ============    ============

Supplemental information:
Interest paid during the period                           $     71,700    $      4,000
                                                          ============    ============

Dividends on Series B Preferred stock accrued                             $     74,467
                                                                          ============




           See notes to condensed consolidated financial statements.

                                      -3-



FRONTLINE COMMUNICATIONS CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2004
NOTE A- BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for fair presentation have
been included. The results for the interim periods are not necessarily
indicative of the results that may be attained for an entire year or any future
periods. For further information, refer to the Financial Statements and
footnotes thereto in the Company's annual report on Form 10-KSB for the fiscal
year ended December 31, 2003. There have been no significant changes in
accounting policies since December 31, 2003.

      The condensed consolidated financial statements include the accounts of
the Company and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated.

      In December 2003, the Company's stockholders approved a two-for-three
reverse split of the Company's common stock. All data relating to the number of
shares and per share amounts presented in these financial statements have been
retroactively adjusted in order to reflect the reverse split.

NOTE B- ACQUISITION

      In April 2003, the Company entered into an amended and restated stock
purchase agreement with the two stockholders of Proyecciones y Ventas
Organizadas, S.A de C.V., a corporation organized under the laws of the Republic
of Mexico ("Provo Mexico"), to acquire from them all the issued and outstanding
shares of Provo Mexico. The results of operations of Provo Mexico are included
from the date of acquisition.

      The accompanying pro forma operating statements are presented as if the
Provo Mexico acquisition occurred on January 1, 2003. The pro forma information
is unaudited and is not necessarily indicative of what the actual results of
operations of the Company would have been assuming the acquisition had been
completed as of January 1, 2003 and neither is it necessarily indicative of the
results of operations for future periods.

      Three months ended March 31, 2003
      Revenues                                         $ 20,615,417
      Net loss available to common shareholders          (2,081,251)
      Net loss per share- basic and diluted.                 ($0.07)


      The weighted average number used to calculate the net loss per share
includes 22,000,000 shares of common stock to be issued upon conversion of
220,000 shares of Series E Preferred issued for Provo Mexico acquisition and
3,550,000 shares of common stock to be issued upon conversion of 35,500 shares
of Series D Preferred issued to officers, employees, brokers and finders in
connection with the Provo Mexico acquisition.

                                     -4-



NOTE C- LOSS PER SHARE

      The Company follows SFAS No. 128, "Earning per Share", which provides for
the calculation of "basic" and "diluted" earnings per share ("EPS"). Basic EPS
includes no dilution and is computed by dividing income or loss available to
common shareholders by the weighted - average number of common shares
outstanding for the period. Diluted earnings per share reflect the potential
dilution that could occur through the effect of common shares issuable upon
exercise of stock options and warrants and convertible securities. Potential
common shares have not been included in the computation of diluted loss since
the effect would be antidilutive. At March 31, 2004, there were outstanding
3,485,200 options and warrants, preferred stock convertible into an aggregate of
3,055,500 shares of common stock and promissory notes convertible into an
aggregate of 2,800,000 shares of common stock that could potentially dilute
basic EPS in the future.



NOTE D- ADOPTION OF NEW ACCOUNTING LITERATURE

      In January 2003, FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51". This
interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interest in variable interest entities created after
January 31, 2003 and to variable interest in variable interest entities obtained
after January 31, 2003. The adoption of this Interpretation did not have a
material effect on the Company's financial statements.

      In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity.
SFAS 150 establishes standards on classification and measurement of certain
financial instruments with characteristics of both liabilities and equity.
The provisions of SFAS 150 are effective for financial instruments entered
into or modified after May 31, 2003 and to all instruments that exist as of
the beginning of the first interim financial reporting period beginning
after June 15, 2003. The adoption of SFAS 150 did not have a material impact
on the Company's financial statements.

NOTE E- STOCK OPTIONS

      Statement of Financial Accounting Standard No. 123 requires the
Company to provide pro forma information regarding net loss and net loss per
share as if compensation cost for the stock options had been determined in
accordance with the fair-value based method prescribed in SFAS No. 123. For
the three months ended March 31, 2004 and 2003, the pro forma net loss and
loss per share calculated under the provisions of SFAS No. 123, would have
been the same as the reported numbers.

                                     -5-



NOTE F- DEBT

      In January 2004, the Company borrowed an aggregate principal amount of
$1,050,000 pursuant to the terms of five convertible promissory notes. The notes
are due in January of 2006 and bear an interest rate of 8% per annum. The note
holders have the option to convert the balance due under the notes into shares
of the Company's common stock at a conversion price of $0.38 per share. In
connection with the borrowing, the Company issued the note holders and the
placement agent warrants to acquire an aggregate of 1,600,000 shares at an
exercise price of $0.51 per share. The Company incurred approximately $145,000
(including $20,000 paid in shares of common stock to the placement agent prior
to December 31, 2003). The expenses are treated as deferred financing cost and
amortized over the term of the notes. Based on the fair value of the Company's
common stock and warrants at the date of issuance, approximately $1,017,000 was
allocated as the value of the conversion feature and debt discount. The amount
attributable to the conversion feature was charged to operations during the 
three months ended March 31, 2004. Debt discount is being charged to
operations over the term of the note.

      In January 2004, the Company repaid $203,461 due under a bridge loan
payable. The balance of $125,000 due on the bridge loan was satisfied by
issuance of 500,000 shares of the Company's common stock. The fair market value
of the shares issued exceeded the balance due under the bridge loan by $160,000.
The excess is treated as expense and charged to operations during the three
months ended March 31, 2004.


NOTE G- STOCKHOLDERS EQUITY

      In January and February of 2004, the Company issued 4,400,000 shares of
common stock upon exercise of warrants and received gross proceed of $620,000
(net proceeds of $568,000).

      During the three months ended March 31, 2004, the Company issued 5,600,000
shares of common stock upon conversion of 56,000 shares of Series E Preferred
and 52,631 shares of common stock upon exercise of warrants.

NOTE H- SEGMENT INFORMATION

      We report our operations in two segments: Internet business in the U.S.A
and sale and distribution of prepaid phone cards in Mexico

      The Company's Internet business provides Internet access, web hosting,
website design and related services to residential and business customers.

      The Company's Mexican subsidiary, Provo, sells and distributes prepaid
phone cards in Mexico for Telmex and Telcel. Telmex is the dominant
telecommunications provider in Mexico and Telcel is the dominant provider of
cellular airtime in Mexico. Prepaid phone cards are distributed through a vast
network of retail outlets, including convenience stores, drug stores,
restaurants, lottery stands, newspaper and magazine stands and other general
stores.

                                     -6-



     Segment information for the three months ended March 31 is as follows:



                                          Three months ended
                                                March 31,
                                          2004        2003
                                       -----------------------
Revenues:
  Internet business                       $848,668 $1,066,127
  Sale and distribution of phone        21,986,619
cards
                                       -----------------------
                                       $22,835,287 $1,066,127
Consolidated
                                       -----------------------

Operating profit (loss):
   Internet business                    ($338,199) ($176,246)
  Sale and distribution of phone cards       9,773
                                       -----------------------
                                        ($328,426) ($176,246)
Consolidated
                                       -----------------------



For the three months ended March 31, 2004 the Internet business includes
approximately $225,000 of common corporate expenses.

NOTE I- FOREIGN CURRENCY TRANSLATION

      The Company has determined that for its subsidiary's operations in Mexico,
the Mexican peso is the functional currency. Assets and liabilities denominated
in the Mexican peso are translated into U.S dollars at the rates in effect at
the balance sheet date. Revenues and expenses are translated at average rates
for the reported period. The net exchange difference resulting from these
translations are recorded as a separate component of the stockholders' equity as
accumulated other comprehensive income, which is excluded from net income. For
the three months ended March 31, 2004, the Company recorded a translation loss
of $10,695 to its stockholders equity as accumulated other comprehensive income.


NOTE J-SUBSEQUENT EVENTS

     On April 7, 2004,  Provo Mexico entered into a settlement  agreement with
Telmex,  whereby Provo Mexico  transferred eight  non-revenue  generating real
estate  properties  and  certain  vehicles  carried  at book at  approximately
$1,985,512  to Telmex  in full  satisfaction  and  release  of the  $6,940,363
credit balance to Telmex.  The Telmex settlement  agreement also provides that
Provo Mexico will have a term of 45 days to close its  distribution  of Telmex
prepaid  calling  cards.  During  this  45-day  term,  Provo  Mexico  may  not
purchase  Telmex issued cards in excess of $67,000 per week.  All purchases of
Telmex  cards  must be paid in cash.  At the end of the 45-day  term,  each of
Telmex and Provo  Mexico  granted  each other and their  respective  officers,
directors,   shareholders   and  affiliates  a  full  release  for  any  prior
obligations and or transactions between the parties.

      The settlement agreement also provides that for a period of fifteen years
from the date of the agreement, our chairman, Ventura Martinez del Rio, Sr. and
our director, Ventura Martinez del Rio, Jr. may not participate in any companies
or transactions involving the wholesale distribution of Telmex issued prepaid
calling cards.

                                     -7-



      The settlement agreement effectively restricts Provo Mexico from
continuing to distribute Telmex issued prepaid cards in the future and could
have a material impact on Provo Mexico's future revenues and profitability. As a
result of the settlement agreement, Provo Mexico is scaling back its operations
in Mexico to reduce costs.

      Nothing in the settlement agreement restricts us or Provo Mexico from
continuing to distribute cellular cards issued by Telcel or prepaid
telecommunications cards issued by other telecommunications carriers in Mexico,
other than Telmex. For the three months ended March 31, 2004, Telcel air time
represented 51% of Provo Mexico's total sales. For the year ended December 31,
2003, Telcel airtime sales represented about 48.3% of Provo Mexico's total
annual sales, up significantly from 10% in 2000. All purchases of Telcel cards
are made in cash and Provo Mexico has no lines of credit with Telcel. Management
believes that the distribution of prepaid cellular airtime is a more dynamic
line of business than the distribution of prepaid cards for traditional
telephony services. As a result of the settlement agreement, Provo Mexico will
concentrate its efforts to continue distributing Telcel cards and develop new
lines of business in Mexico.

NOTE K-MANAGEMENT PLANS

      Pursuant to the settlement agreement entered into with Telmex on April 7,
2004, the Company will discontinue sales of Ladatel cards. However, it will
continue to sell Telcel cards. The Company is scaling back its operations in
Mexico to reduce costs. Management believes that it can successfully restructure
its Mexican operations and reduce costs to mitigate the loss of margin due to
discontinuation of Ladatel sales. A significant amount of working capital in
Mexico will not be required once the Company discontinues Ladatel sales.
Management anticipates that collection from existing receivables will provide
the Company with adequate liquidity for paying its Company's obligations.
However, there is no assurance that the Company will be successful in
restructuring its Mexican operations and/or that the Company will be successful
in collecting its receivables on a timely basis.

      In order to continue the Company's operations and satisfy the Company's
debt obligations, it will need to secure additional financing. The Company
currently lacks the funds to pay these obligations when they become due.
Therefore, in order to satisfy its debt obligations, the Company is currently
pursuing additional sources of financing, including potential sources for debt
and equity financing (or a combination of the two), and is exploring the
possibility of selling some of its assets so that it will have sufficient funds
to pay its debts as they become due. There can be no assurance, however, that
such financing will be available on terms that are acceptable to the Company, or
on any terms.

      If the Company cannot obtain the additional funding it requires, or
collect receivables or raise money by selling some if its assets, it will have
to negotiate with its lenders to extend the repayment dates of its indebtedness.
There can be no assurance, however, that the Company will be able to
successfully restructure its debt obligations in the event it fails to obtain
additional financing.

                                        -8-



I
TEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

      Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995: The statements contained in this Item 2 and elsewhere in this Form
10-QSB that are not historical facts are "forward looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended. These "forward looking
statements" are subject to a number of known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements
expressed or implied by such forward looking statements. Such risk factors
include, but are not limited to, the following: risks associated with our
ability to attract and retain new subscribers to integrate newly acquired
subscribers and business entities into our operations, and to manage any future
growth; uncertainties regarding our future operating results; risks relating to
changes in the market for internet services, regulatory and technological
changes, our possible inability to protect proprietary rights, changes in
consumer preferences and demographics, competition and our reliance on
telecommunication carriers; risks relating to our ability to expand our network
structure and to obtain any necessary future financing; risks relating to
unfavorable general economic conditions, uncertainty of customer and supplier
plans and commitments; risks related to our acquisition of Provo and our ability
to maintain the American Stock Exchange listing of our securities; and other
risks detailed in this report and in our other Securities and Exchange
Commission filings. The words "believe", "expect", "anticipate", "intend" and
"plan" and similar expressions identify forward-looking statements, which speak
only as of the date they were made. We undertake no obligation to update any
forward-looking statements contained in this report.

PROVO ACQUISITION

      On April 3, 2003, we completed the acquisition of all of the issued and
outstanding stock of Proyecciones y Ventas Organizadas, S.A. de C.V., a
corporation organized under the laws of the Republic of Mexico ("Provo Mexico").
Provo Mexico and its subsidiaries are engaged in the distribution of prepaid
calling cards and cellular phone airtime in Mexico. The acquisition was
accounted for using the purchase method of accounting with the results of the
acquisition included in the consolidated financial statements from the
acquisition date.

OVERVIEW

      Prior to acquiring Provo in 2003 and during 2002, a significant part of
our revenues were derived from providing Internet access services to individuals
and businesses. These revenues were comprised principally of recurring revenues
from our customer base, leased line connections and various ancillary services.
We charge subscription fees, which are billed monthly, quarterly, semi-annually
or annually in advance, typically pursuant to pre-authorized credit card
accounts. The balance of our revenues during those periods were derived from
website design, development and hosting services.

      Monthly subscription service revenue for Internet access is recognized
over the period in which services are provided. Fee revenues for website design,
development and hosting services are recognized as services are performed.
Deferred revenue represents prepaid access fees by customers.

                                        -9-



      Provo Mexico's primary business is the sale and distribution of prepaid
phone cards in Mexico. Provo sells and distributes Ladatel payphone calling
cards, Multifon prepaid telephone time for Telmex and prepaid PCS cellular
airtime for Telcel, all of which are collectively referred to as prepaid phone
cards. Telmex is the dominant telecommunications provider in Mexico and Telcel
is the dominant provider of cellular airtime in Mexico. Provo Mexico's
management believes that they account for nearly 7% of all sales of prepaid
phone cards in Mexico. As a part of Provo Mexico's settlement agreement with
Telmex, it has agreed to cease wholesale distribution of Ladatel and Multifon
time by the end of May 2004 (See Note J).

      Prepaid phone cards are distributed through a vast network of retail
outlets, including convenience stores, drug stores, restaurants, lottery stands,
newspaper and magazine stands and other general stores. Provo purchases large
volumes of prepaid cards from Telmex or Telcel and sells the cards in smaller
quantities to retailers either directly or through agents or distributors.

      Provo Mexico purchases prepaid cards at a discount from the face value of
the card, and resells them to retailers or distributors at a slightly lower
discount. The difference between the two discount rates, typically from 1% to
7%, represents the gross margin Provo Mexico retains. Cash (C.O.D) purchases
result in a higher discount to Provo Mexico compared to purchases on credit
terms from Telmex. In addition, the discount obtained by Provo Mexico varies by
the type of card, face value of the card and volume levels met. Similarly, the
discount offered by Provo Mexico to retailers or distributors varies by the type
of card, face value of the card and volume levels of the retailer or
distributor. Accordingly, the gross margin attained by Provo Mexico in any
period is impacted by several factors. In addition, Telmex and Telcel provide
Provo Mexico additional discount and rebates based on certain special programs.
Provo Mexico's management tries to optimize the gross margins earned by
balancing volume levels with its working capital availability, and from time to
time has scaled back volume levels due to working capital constraints.

RESULTS OF OPERATIONS

Comparison of three months ended March 31, 2004 and 2003:

Revenues. Our revenues increased for the three months ended March 31, 2004 by
$21,769,160 or 2,041.9% over the same period of the prior year. The increases in
revenues were due to the Provo Mexico acquisition. Excluding the acquisition,
revenues decreased for the three months by $217,459 or 20.4% over the same
period of the prior year. The decrease in revenues was in part due to customer
attrition and due to the reduced amount of website development work we performed
in 2004. As a part of Provo Mexico's settlement agreement with Telmex, it has
agreed to cease wholesale distribution of Ladatel and Multifon time by the end
of May 2004 (See Note J). Therefore, we anticipate that our revenues for the
rest of 2004 will decrease.

Cost of Revenues. For the three months ended March 31, 2004, our cost of
revenues increased by $21,367,478 to $21,863,199. The increase in cost of
revenues was due to the Provo Mexico acquisition. Cost of revenues as a
percentage of revenues for the three months ended March 31, 2004 was 95.7%
compared to 46.5% in 2003. In percentage terms of revenues, the cost of Provo
Mexico's products are generally higher than that of our U.S. operations, and
with a greater mix of Provo Mexico's share in our consolidated revenues, cost of
revenue as a percentage of revenues is expected to increase. We anticipate that
our cost of revenues in absolute dollars for the rest of 2004 will decrease in
line with the anticipated decrease in revenues.

                                      -10-



Selling, General and Administrative. For the three months ended March 31, 2004,
selling, general and administrative expenses increased by $535,831 compared to
the same period of the prior year; as a percentage of revenues, selling, general
and administrative expenses decreased from 56.6% in 2003 to 5.0% in 2004. The
absolute dollar increase in selling, general and administrative expenses was
principally due to the Provo Mexico acquisition. In terms of percentage of
revenues, Provo Mexico has a lower selling, general and administrative expenses
structure than that of our U.S. operations, and with a greater mix of Provo
Mexico's share in our consolidated revenues, selling, general and administrative
expenses as a percentage of revenues are expected to decrease.

Depreciation and Amortization. For the three months ended March 31, 2004,
depreciation and amortization decreased by $53,523 to $89,850. Depreciation and
amortization decreased as many of our long-lived assets are fully depreciated or
amortized over their estimated useful lives.

Interest Expense. Interest expense for three months ended March 31, 2004 was
$99,242 compared to an interest expense of $21,888 during the comparable period
in 2003. Interest expense for the three months ended March 31, 2004 increased
compared to the same period of the prior year, principally due to the increased
debt level that resulted from the Provo Mexico acquisition and due to additional
borrowings.

Noncash Compensation Charges. In 2003, we entered into consulting agreements
with five consultants and issued them an aggregate of 426,117 shares of common
stock, and warrants to acquire 100,000 share of common stock. Based on the fair
value of the common shares and warrants, the aggregate consulting costs
approximated $294,750 and is being charged to operations over the term of the
respective consulting agreement.

Income Taxes. Represent Provo Mexico's tax, as determined in accordance with
Mexico's income tax laws. The effective tax rate was higher than the statutory
rate of 34% due to certain non-deductible expenses and due to certain revised
estimates on deferred taxes. In addition, presently Provo Mexico is unable to
file its Mexican tax returns on a consolidated basis and use the tax benefit of
offsetting losses at some of its subsidiaries. For both 2004 and 2003, our U.S.
operations did not incur any income tax expense due to losses. The tax benefit
of these losses has been completely offset by a valuation allowance due to the
uncertainty of its realization.

Net loss. As a result of the foregoing and after recognizing $859,498 of debt
discount and conversion benefit expenses, for the three months ended March 31,
2004, net loss increased by $1,084,865 to $1,282,692 compared to a net loss of
$197,827 for the corresponding period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital deficiency at March 31, 2004 was $ 3,459,092 compared with a
working capital deficiency of $ 4,058,244 at December 31, 2003. The increase in
working capital was primarily due to approximately $1.6 million of additional
financing completed in the three months ended March 31, 2004.

                                        -11-



      Our primary capital requirements are to fund Provo Mexico's working
capital. To date, we have financed our capital requirements primarily through
the issuance of debt and equity securities. The availability of capital
resources is dependent upon many factors, including, but not limited to,
prevailing market conditions, interest rates, and our financial condition.

      In 2004, we borrowed an aggregate principal amount of $1,050,000 through
the sale of five convertible promissory notes and we issued 4,400,000 shares of
common stock upon exercise of warrants and received gross proceeds of $620,000
(net proceeds of $568,000).

      At March 31, 2004, Provo Mexico had aggregate borrowings of $1,498,622
under four lines of credit with two Mexican banks. The lines are secured by real
estate owned by family members of Provo Mexico's former majority stockholders.
At March 31, 2004, the current interest rates on the lines range between 9.8%
and 10.3%. The lines expire at various dates between July 2004 and September of
2005 and one line requires a monthly payment of approximately $17,858 in 2004.

      Historically, Provo Mexico relied on Telmex to finance its inventory
purchases with a line of credit. Provo Mexico was in default with respect to the
repayment of its $6,940,363 credit line with Telmex. On April 7, 2004, Provo
Mexico entered into a settlement agreement with Telmex, whereby Provo Mexico
transferred eight non-revenue generating real estate properties and certain
vehicles with a net book value of $1,985,512 to Telmex in full satisfaction and
release of the $6,940,363 credit balance to Telmex. The Telmex settlement
agreement also provides that Provo Mexico will have a term of 45 days to close
its distribution of Telmex prepaid calling cards. During this 45-day term, Provo
Mexico may not purchase Telmex issued cards in excess of $67,000 per week. All
purchases of Telmex cards must be paid in cash. At the end of the 45-day term,
each of Telmex and Provo Mexico granted each other and their respective
officers, directors, shareholders and affiliates a full release for any prior
obligations and or transactions between the parties.

      The settlement agreement also provides that for a period of fifteen years
from the date of the agreement, our chairman, Ventura Martinez del Rio, Sr. and
our director, Ventura Martinez del Rio, Jr. may not participate as officers or
directors of any companies whose prime objective is the wholesale distribution
of Telmex issued prepaid calling cards.

      Management believes that the settlement agreement with Telmex gives us
significant opportunities as we were successful in significantly reducing our
level of indebtedness out of court and we obtained a release of any potential
liabilities from Telmex. However, the settlement agreement effectively restricts
us and Provo Mexico from continuing to distribute Telmex issued prepaid cards in
the future and could have a material impact on Provo Mexico's future revenues
and profitability. As a result of the settlement agreement, Provo Mexico is
scaling back its operations in Mexico to reduce costs.

                                      -12-



      Nothing in the settlement agreement restricts us or Provo Mexico from
continuing to distribute cellular cards issued by Telcel or prepaid
telecommunications cards issued by other telecommunications carriers in Mexico,
other than Telmex. For the three months ended March 31, 2004, Telcel air time
represented 51% of Provo Mexico's total sales. For the year ended December 31,
2003, Telcel airtime sales represented about 48.3% of Provo Mexico's total
annual sales, up significantly from 10% in 2000. All purchases of Telcel cards
are made in cash and Provo Mexico has no lines of credit with Telcel. Management
believes that the distribution of prepaid cellular airtime is a more dynamic
line of business than the distribution of prepaid cards for traditional
telephony services. As a result of the settlement agreement, Provo Mexico will
concentrate its efforts on increasing its distribution of Telcel cards and
developing new lines of business in Mexico.

      We plan to raise additional financing. As noted above, the availability of
capital resources is dependent upon prevailing market conditions, interest rates
and our financial condition. In July 2003, we entered into a common stock
purchase agreement with Fusion Capital Fund II, LLC, whereby, Fusion Capital has
agreed to purchase up to $13 million of our common stock over a 40-month period.
The transaction is subject to satisfaction of several conditions and there can
be no assurance that we will in fact complete the transaction.

      As a result of the settlement agreement with Telmex, Provo Mexico is
scaling back its operations in Mexico to reduce costs. Management believes that
it can successfully restructure its Mexican operations and reduce costs to
mitigate the loss of margin due to the discontinuation of Ladatel sales. However
there is no assurance that we will be successful in completing our restructuring
on a timely basis.

      A significant amount of our working capital in Mexico may not be required
once we discontinue Ladatel card sales. We anticipate that the collection of
existing receivables will provide us with substantial liquidity. However there
is no assurance that we will be successful in collecting the receivables in a
timely manner.

      In order to continue our operations and satisfy our debt obligations, we
need to secure additional financing. We currently lack the funds to pay these
obligations when they become due. 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 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.

      If we cannot obtain the additional funding we require, or collect
receivables or raise money by selling some of our assets, we will have to
negotiate with our lenders to extend the repayment dates of our indebtedness.
There can be no assurance, however, that we will be able to successfully
restructure our debt obligations in the event we fail to obtain additional
financing.

                                        -13-



CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      Our discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP"). The preparation of these financial statement requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, we evaluate our estimates, including those
related to revenue recognition, accounts receivable, long-lived assets and
income taxes. We base our estimates on historical experience and on various
other assumptions that we believe to be reasonable under the current
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

      We believe the following critical accounting policies affect our
significant judgment and estimates used in preparation of our consolidated
financial statements.

REVENUE RECOGNITION. A part of our revenues are derived from providing Internet
access to individuals and businesses. These revenues consist principally of
recurring revenues from our customer base, leased line connections and various
ancillary services. We charge subscription fees, which are billed monthly,
quarterly, and semi-annually or annually in advance, typically pursuant to
pre-authorized credit card accounts. Monthly subscription revenue for Internet
access is recognized over the period in which services are provided. Fee revenue
for website design, development and hosting services are recognized as services
are performed. Deferred revenue represents prepaid access fees paid by
customers.

We recognize prepaid phone card revenues in accordance with generally accepted
accounting principles as outlined in SAB No. 101, which requires that four basic
criteria be met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) product delivery, including customer acceptance, has
occurred; (3) the price is fixed or determinable; and (4) collectibility is
reasonably assured. We believe that our revenue recognition policy is critical
because revenue is a very significant component of our results of operations.
Decisions relative to criteria (4) regarding collectibility are based upon
management's judgments and should conditions change in the future and cause
management to determine these criteria are not met; our recognized results may
be affected.

ACCOUNTS RECEIVABLE. Accounts receivable are reported at their outstanding
unpaid principal balances reduced by an allowance for doubtful accounts. We
estimate doubtful accounts based on historical bad debts, factors related to
specific customers' ability to pay, and current economic trends. We write off
accounts receivable against the allowance when a balance is determined to be
uncollectible.

                                      -14-



With respect to the prepaid phone cards business, we perform ongoing credit
evaluations of our customers and adjust credit limits based upon our customers'
payment history and current credit worthiness, as determined by a review of
their current credit information. We continuously monitor collections and an
allowance for estimated credit losses is maintained based upon our historical
experience and any specific customer issues that have been identified. While
such credit losses have historically been within management's expectation and
the allowances that have been established, there cannot be any guarantee that
the credit loss rates will not change in the future. In this line of business,
we have a limited number of customers with individually large amounts due at any
balance sheet date. Any unanticipated change in one of those customers' credit
position could have a material effect on our results of operations in the period
in which such changes or events occur.

LONG-LIVED ASSETS. We assess the impairment of long-lived assets, which include
property and equipment, intangibles and customer bases when events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable through the estimated undiscounted future cash flows from the use of
those assets. When any such impairment exists, the related assets will be
written down to fair value.


INVENTORY. Inventory consists of prepaid phone cards, purchased for resale.
Inventory is valued at the lower of cost ("first-in, first-out") or market. On a
periodic basis, management compares the amount of inventory on hand and under
commitment with our latest forecasted requirements to determine whether
write-downs for excess inventory are required. Although management considers the
amounts on hand to be realizable, there can be no assurance that these amounts
will prove to be realizable over time.

INCOME TAXES. Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using the enacted tax rates expected to apply to
taxable income during the period in which those temporary differences are
expected to be recovered or settled. Deferred tax assets are periodically
evaluated to determine their recoverability, and where the recovery is not
likely, a valuation allowance is established. In the event that actual results
differ from management's estimates or assumptions change, the provision for
income taxes could be materially impacted.

INVESTMENT IN NONPRODUCTIVE PROPERTIES. Our real estate held for sale and
investment in nonproductive properties represents non-operating assets,
purchased or acquired in settlement of trade accounts receivable and are valued
at the lower of cost or market. Although management considers the amounts to be
realizable, there can be no assurance that these amounts will prove to be
realizable over time.

                                      -15-




I
TEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures 

Our management, including our chief executive officer and chief financial
officer, have carried out an evaluation of the effectiveness of our disclosure
controls and procedures as of March 31, 2004, pursuant to Exchange Act Rules
13a-15(e) and 15(d)-15(e). Based upon that evaluation, our chief executive
officer and chief financial officer have concluded that as of such date, our
disclosure controls and procedures in place are adequate to ensure material
information and other information requiring disclosure is identified and
communicated on a timely basis.

Changes in Internal Control Over Financial Reporting 

During the period covered by this report, there have been no changes in our
internal control over financial reporting that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.

                                      -16-



                                    PART II
                               OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds

         Recent Sales of Unregistered Securities

         During the three months ended March 31, 2004:

         We borrowed an aggregate principal amount of $1,050,000 pursuant to the
         terms of five convertible promissory notes and the note holders have
         the option to convert the balance due under the notes into shares of
         the Company's common stock at a conversion price of $0.38 per share. In
         connection with the borrowing, we issued the note holders and the
         placement agent warrants to acquire an aggregate of 1,600,000 shares at
         an exercise price of $0.51 per share.

         We issued 4,400,000 shares of common stock upon the exercise of
         warrants and received gross proceed of $620,000 (net proceeds of
         $568,000).

         We issued 5,600,000 shares of common stock upon conversion of 56,000
         shares of Series E Preferred and 52,631 shares of common stock upon the
         exercise of warrants.

         The foregoing shares were issued pursuant to exemptions from
         registration under Sections 3(a)(9) and 4(2) of the Securities Act of
         1933.



Item 6.  Exhibits and Reports on Form 8-K

a)    Exhibits:

                  31 (a) Certification of the Chief Executive Officer pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002

                  31 (b) Certification of the Chief Financial Officer pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002

                  32 (a) Certification of Periodic Financial Report by Chief
                  Executive Officer Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 and 18 U.S.C Section 1350,
                  furnished herewith

                  32 (b) Certification of Periodic Financial Report by Chief
                  Financial Officer Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 and 18 U.S.C Section 1350,
                  furnished herewith

b)    Reports on Form 8-K:

                  None

                                      -17-




                                        SIGNATURES

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


May 17, 2004
                                  Provo International, Inc.

 
                                  /s/ Ventura Martinez Del Rio, Sr.
                                  ---------------------------------
                            By:   Ventura Martinez Del Rio, Sr.
                                  Chief Executive Officer



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

                                      -18-






EXHIBIT 31(A)

                                  CERTIFICATION

I, Ventura Martinez Del Rio, Sr. certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Provo
      International, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known

            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      (c)   Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

      (a)   All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Date: May 17, 2004

                                        /s/Ventura Martinez Del Rio, Sr.
                                        --------------------------------
                                        Chief Executive Officer         
                                        



EXHIBIT 32(A)


                  CERTIFICATION OF PERIODIC FINANCIAL REPORT BY
                       CHIEF EXECUTIVE OFFICER PURSUANT TO
                  Section 906 of the Sarbanes-Oxley Act of 2002
                             and 18 U.S.C. SS. 1350

      I,  Ventura  Martinez  Del  Rio,  Sr.  Chief  Executive  Officer  of Provo
International, Inc. (the "Company"), certify that:
 
(1)   The Company's Quarterly Report on Form 10-QSB for the quarterly period
      ended March 31, 2004 (the "Report") fully complies with the requirements
      of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

                                        /s/ Ventura Martinez Del Rio, Sr.
                                        ---------------------------------
                                        Ventura Martinez Del Rio, Sr.    
                                        Chief Executive Officer          
                                        Provo International, Inc.        

                                        May 17, 2004                       
                                        
      A signed original of this written statement required by Section 906 has
been provided to Provo International, Inc. and will be retained by Provo
International, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.





`
EXHIBIT 31(B)

                                  CERTIFICATION

      I, Vasan Thatham, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Provo
      International, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others
 within those entities, particularly during the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      (c)   Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

      (a)   All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Date: May 17, 2003


                                        /s/Vasan Thatham       
                                        -----------------------
                                        Chief Financial Officer
                                        



EXHIBIT 32(B)


                  CERTIFICATION OF PERIODIC FINANCIAL REPORT BY
                       CHIEF FINANCIAL OFFICER PURSUANT TO
                  Section 906 of the Sarbanes-Oxley Act of 2002
                             and 18 U.S.C. SS. 1350

      I, Vasan Thatham, Vice President and Chief Financial Officer of Provo
International, Inc. (the "Company"), certify that:
 
(1)   The Company's Quarterly Report on Form 10-QSB for the quarterly period
      ended March 31, 2004 (the "Report") fully complies with the requirements
      of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

                                                                       
                                        /s/Vasan Thatham           
                                        -----------------------    
                                        Vasan Thatham              
                                        Vice President and         
                                        Chief Financial Officer    

                                        Provo International, Inc.  
                                        May 17, 2004                
                                        
      A signed original of this written statement required by Section 906 has
been provided to Provo International, Inc. and will be retained by Provo
International, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.