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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 June 30, 2003


         [ ]      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


                      FRONTLINE COMMUNICATIONS CORPORATION
        (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)

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 August 13, 2003 there were outstanding  11,123,305  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 4   Controls and Procedures                                                       15


Part II  Other information                                                             16

         Signatures                                                                    17








Frontline Communications Corporation
Condensed Consolidated Balance Sheets




                                                                                             June 30,       December 31,
                                                                                               2003             2002
                                                                                            ------------    ------------
                                                                                            (Unaudited)       (Audited)

ASSETS
Current:
                                                                                                               
   Cash and cash equivalents                                                                $    323,978    $    208,502
   Accounts receivable:
     Trade, net of allowance for doubtful accounts                                             7,427,100         212,397
     Related parties                                                                             476,003
     Other                                                                                       181,367
                                                                                            ------------    ------------
Total accounts receivable                                                                      8,084,470         212,397

  Value-added tax recoverable                                                                    579,473
  Inventory                                                                                    1,541,345
  Prepaid expenses                                                                               637,321          57,778
                                                                                            ------------    ------------
Total current assets                                                                          11,166,587         478,677

Real estate held for sale                                                                      1,955,012
Property and equipment, net                                                                      607,448         671,013
Deferred income taxes                                                                            132,280
Costs in excess on net assets acquired, goodwill                                               5,343,741
Other assets                                                                                     429,141         108,877
                                                                                            ------------    ------------
                                                                                            $ 19,634,209    $  1,258,567
                                                                                            ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current maturities of long-term debt                                                        $  1,352,868    $    940,202
Payable under supplier credit facility                                                         4,312,518
Related parties                                                                                  822,066
Accounts payable and accrued expenses                                                          2,595,067       1,669,459
Income taxes payable                                                                             401,123
Deferred taxes                                                                                   422,215
Deferred revenue                                                                                 513,267         524,738
                                                                                            ------------    ------------
Total current liabilities                                                                     10,419,124       3,134,399


Long-term debt, less current maturities                                                        1,423,154         153,120
Payable under supplier  credit facility, less current maturities                               3,137,622
                                                                                            ------------    ------------
Total long-term debt                                                                           4,560,776         153,120
                                                                                            ------------    ------------
Total liabilities                                                                             14,979,900       3,287,519
                                                                                            ------------    ------------

Minority Interest                                                                                 27,983

Stockholder's Equity (deficiency)
    Series B Preferred stock, $.01 par value, 2,000,000 shares authorized,
      issued and outstanding 496,445 shares. Liquidation preference $7,446,675                     4,964           4,964
   Series C Preferred stock, $.01 par value, issued and outstanding 220,000 shares                 2,200
     and none, respectively. Liquidation preference $ 2,200
   Series D Preferred stock, $.01 par value, issued and outstanding 35,500 shares                    355
     and none, respectively. Liquidation preference $ 355
   Common Stock, $.01 par value, 25,000,000 shares authorized, 10,815,424 and
       9,940,424 issued, respectively, 10,169,972 and 9,294,972 outstanding, respectively        108,154          99,404
   Additional paid-in capital                                                                 44,077,722      36,204,292
   Accumulated deficit                                                                       (38,754,501)    (37,466,196)
   Accumulated other comprehensive gain                                                           58,848
   Treasury stock, at cost, 645,452 shares                                                      (871,416)       (871,416)
                                                                                            ------------    ------------
     Total stockholders' equity (deficiency)                                                   4,626,326      (2,028,952)
                                                                                            ------------    ------------
                                                                                            $ 19,634,209    $  1,258,567
                                                                                            ============    ============




See notes to condensed consolidated financial statements.




                                       1



FRONTLINE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)




                                                 For the three months ended           For the six months ended
                                                 June 30,          June 30,            June 30,         June 30,
                                                   2003              2002                2003             2002
                                              ---------------  -----------------     --------------    -----------
                                                                                                  
Revenues                                         $20,571,986         $1,286,961        $21,638,113     $2,639,230

Costs and expenses:
      Cost of revenues                            19,125,583            648,006         19,621,304      1,329,860
      Selling, general and administrative          1,568,953            632,257          2,172,232      1,299,579
      Depreciation and amortization                  152,758            193,457            296,131        387,719
      Noncash compensation charge                    750,622                               750,622
                                              ---------------  -----------------     --------------    -----------
                                                  21,597,916          1,473,720         22,840,289      3,017,158
                                              ---------------  -----------------     --------------    -----------
Loss from operations                              (1,025,930)          (186,759)        (1,202,176)      (377,928)

Other income (expense):
   Interest income                                    13,359              4,320             13,666          6,062
   Interest expense                                 (193,931)           (22,177)          (215,819)       (43,720)
   Amortization of deferred financing costs         (189,413)                             (189,413)
   Other income (expense)                             95,097                                95,097         (3,214)

Net loss before income tax, minority interest
  and gain on debt settlement                     (1,300,818)          (204,616)        (1,498,645)      (418,800)
                                              ---------------  -----------------     --------------    -----------

Gain on debt settlement                              449,850                               449,850
                                              ---------------  -----------------     --------------    -----------
Income (loss)  before tax and minority interest     (850,968)          (204,616)        (1,048,795)      (418,800)

Income taxes                                          89,996                                89,996

Minority interest                                        580                                   580
                                              ---------------  -----------------     --------------    -----------
Net income (loss)                                   (941,544)          (204,616)        (1,139,371)      (418,800)
                                              ---------------  -----------------     --------------    -----------

Preferred dividends                                   74,467             75,435            148,934        154,500
                                              ---------------  -----------------     --------------    -----------
Net loss available to common shareholders        ($1,016,011)         ($280,051)       ($1,288,305)     ($573,300)
                                              ===============  =================     ==============    ===========

Loss per common share-basic and diluted               ($0.02)            ($0.03)            ($0.05)        ($0.06)
                                              ===============  =================     ==============    ===========

Weighted average number of  common shares
   outstanding- basic and diluted (See Note C)    46,781,511          9,061,412         28,141,795      9,003,304
                                              ===============  =================     ==============    ===========




See notes to condensed consolidated financial statements.



                                       -2-



FRONTLINE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)                                                     




                                                               For the six months ended
                                                                June  30,        June 30,
                                                                  2003            2002
                                                               ------------     ---------
Cash flow from operating activities:
                                                                                 
   Net loss                                                    ($1,139,371)     ($418,800)
   Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities:
     Minority interest                                                 580
      Depreciation and amortization                                296,131       387,719
      Debt discount amortization                                    12,498         2,083
      Amortization of deferred financing cost                      189,413
      Gain on debt settlement                                     (449,850)
      Noncash compensation charge                                  750,622        50,000
      Deferred income taxes                                       (129,447)
      Loss on disposal of property and equipment                                   3,214
      Changes in operating assets and liabilities
         Accounts receivable                                       494,882        44,233
         Value-added tax recoverable                               (29,009)
         Inventory                                                 178,948
         Prepaid expenses and other                                (91,980)      (10,383)
         Other assets                                               (4,406)       (1,906)
         Accounts payable and accrued expenses                    (366,605)     (299,428)
         Deferred revenue                                          (11,471)        5,091
         Income taxes payable                                      217,973
                                                               ------------     ---------
Net cash  provided  by operating activities                        (81,092)     (238,177)
                                                               ------------     ---------


Cash flows from investing activities:
   Acquisition of property and equipment                           (14,830)      (14,895)
    Proceeds from disposal of property and equipment                               5,000
    Acquisition of Provo, net of cash acquired $345,137           (154,863)
                                                               ------------     ---------
Net cash used in  investing activities                            (169,693)       (9,895)
                                                               ------------     ---------


Cash flows from financing activities:
   Principal payments on long-term debt                            (42,268)     (134,018)
   Proceeds from private sale of notes payable                                   200,000
   Payments to acquire treasury stock                                             (6,764)
   Supplier credit facility                                         84,094
   Net proceeds from bridge loan                                   465,587
   Seller note settlement                                         (200,000)
                                                               ------------     ---------
Net cash provided by  financing activities                         307,413        59,218
                                                               ------------     ---------

Effects of changes in foreign currency exchange
    rate changes on cash                                            58,848
                                                               ------------     ---------
Net decrease in cash and cash equivalents                          115,476      (188,854)
                                                               ------------     ---------

Cash and cash equivalents, beginning of period                     208,502       602,534

Cash and cash equivalents, end of period                          $323,978      $413,680
                                                               ============     =========

Supplemental information:
Approximate interest paid during the period                       $185,000       $42,000
                                                               ============     =========
Dividends on Series B Preferred stock accrued                     $149,000      $155,000
                                                               ============
Approximate debt issue discount arising from the value 
  of warrants                                                                    $75,000
                                                                                =========




See notes to condensed consolidated financial statements.

                                       -3-






FRONTLINE COMMUNICATIONS CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2003

NOTE A- BASIS OF PRESENTATION

         On April 3, 2003, Frontline Communications  Corporation (the" Company')
completed  the  acquisition  (see Note B) 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").  Provo and its
subsidiaries  are engaged in selling and  distribution  of prepaid calling cards
and cellular  phone  airtime in Mexico.  As  consideration,  the Company  issued
220,000  shares  of  its  Series  C  Convertible   Preferred  Stock  ("Series  C
Preferred") to the two stockholders of Provo.

         The accompanying  unaudited consolidated financial statements have been
prepared  treating the Company as the acquirer and the results of  operations of
Provo are included  from the date of  acquisition.  The  purchase  price for the
acquisition  is established  using the Company's  common stock value at the time
the acquisition was signed and announced and by applying the conversion ratio of
the Series C Preferred shares issued to the former stockholders of Provo.

         Each share of Series C Preferred  will  automatically  convert into 150
shares of the  Company's  common stock upon  approval of the  conversion  by the
Company's  shareholders.  In the event that, the Company's  shareholders  do not
approve  conversion of Series C Preferred,  the Company will be obligated to pay
$20 million to the former  stockholders  of Provo.  The Company has assessed the
likelihood  of it paying  this amount as very  improbable  and has not given any
effect of this amount in the accompanying financial statements or factored it in
valuing the acquisition.

         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, 2002 and to the audited  financial  statements of Provo
filed with the Company's Form 8K/A.  There have been no  significant  changes in
accounting policies since December 31, 2002.

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




                                       -4-




NOTE B- PROVO 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"),  to acquire from them all the issued and outstanding shares
of Provo.  As  consideration,  the Company issued 220,000 shares of its Series C
Convertible  Preferred  Stock ("Series C Preferred") to the two  stockholders of
Provo ("Sellers").

         Each share of Series C Preferred  will  automatically  convert into 150
shares of the Company's  common stock after the  transaction  is approved by the
Company's  shareholders.  In connection with the  transaction,  the Company will
require shareholder approval for (i) issuance of common stock upon conversion of
Series C Preferred,  (ii) an increase in  authorized  common stock to 75,000,000
shares, and (iii) a reverse split of all of the issued and outstanding shares of
common stock.  Upon such  approval,  Series C Preferred will convert into common
stock representing approximately 64% of the combined company.

         In the event the Company's  shareholders  do not approve the conversion
of Series C Preferred into the Company's  common stock on or prior to August 20,
2003 or such  later date as agreed to by the  holders of a majority  of Series C
Preferred  ("Conversion Date"), (which date shall be extended for a period of up
to 30 days due to actions or inactions of Securities and Exchange  Commission or
American  Stock  Exchange),  the  compensation  payable to the  Sellers  will be
increased  by $20  million,  payable  in the  form of a Note  (the  "Acquisition
Note").  The Acquisition Note is a $20 million  principal amount promissory note
issued to the Sellers in connection with the acquisition, which only becomes due
and payable only if the Series C Preferred  is not  converted  into  Frontline's
common  stock  on the  Conversion  Date.  The  Acquisition  Note is  secured  by
substantially all of Frontline's assets including the shares of capital stock of
Provo and its subsidiaries sold to Frontline.

         In connection with the acquisition,  the Company issued 35,500 Series D
Convertible  Preferred Stock Preferred shares ("Series D Preferred"),  including
27,500 shares to officers and employees and 8,000 shares to brokers and finders.
Each  share of  Series D  Preferred  can be  converted  into 150  shares  of the
Company's  common  stock after  shareholder  approval  is  obtained  for (i) the
issuance  of the  shares  of  common  stock  upon  conversion  of the  Series  D
Preferred,  (ii)  an  increase  in the  Company's  authorized  common  stock  to
75,000,000 and (iii) a reverse split of the common stock.

         The purchase  price for accounting  purposes is  established  using the
fair market value of 33,000,000 of the Company's common stock (to be issued upon
conversion of 220,000 shares of Series C Preferred issued to the Sellers) valued
at $0.204,  which  represents  the average  quote market price of the  Company's
stock, as reported by the American Stock Exchange,  during the time between when
the acquisition was signed and when it was announced. Fair value of common stock
to be issued upon conversion of

  Series C Preferred                                                $6,732,000

Acquisition related costs
         Fair  value of 1,200,000 shares of common stock to be 
          issued upon conversion of 8,000 shares of Series D 
         Preferred issued to brokers and finders                       218,363
         Other estimated transaction costs                             500,000
                                                                    ---------- 
         Total purchase price                                       $7,450,363
                                                                    ==========


                                       -5-





         The fair values of Provo's assets and liabilities  have been estimated,
principally  based on book values,  for the purpose of  allocating  the purchase
price of the acquisition. A summary of assets acquired,  liabilities assumed and
resulting goodwill is as follows:

Book values of Provo's assets                              $ 13,315,129
Book values of Provo's liabilities and minority interest    (11,208,507)
Goodwill, costs in excess of net assets acquired              5,343,741
                                                           ------------
Total purchase price                                       $  7,450,363
                                                           ============


The  foregoing  allocation  of the  purchase  price is  preliminary.  The actual
purchase  price  allocation  to reflect the fair values of assets  acquired  and
liabilities  assumed  will  be  based  upon  management's   ongoing  evaluation.
Accordingly, the final allocation of the purchase price may differ significantly
from the preliminary allocation.

         The Company has adopted Statement of Financial  Accounting Standard No.
142," Goodwill and Other Intangible Assets" ("SFAS NO. 142"). In accordance with
the statement,  goodwill associated with this transaction will not be amortized,
but will be periodically assessed for impairment.  Such an assessment will be at
least on an annual basis.

         The accompanying pro forma operating statements are presented as if the
Provo  acquisition  occurred on January 1, 2002.  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, 2002 and neither is it necessarily  indicative of the
results of operations for future periods.

Six months ended June 30                      2003            2002
------------------------                      ----            ----

Revenues                                 $ 41,187,403    $ 53,486,890
Net loss                                     (490,390)     (1,007,427)
Net loss per share- basic and diluted          ($0.01)         ($0.02)

The weighted  average  number used to calculate the net loss per share  includes
33,000,000 shares of common stock to be issued upon conversion of 220,000 shares
of Series C  Preferred  issued in  connection  with the  Provo  acquisition  and
5,325,000  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 acquisition.




                                       -6-





NOTE C- LOSS PER SHARE

         The Company follows SFAS No. 128,  "Earning per Share",  which provides
for the  calculation of "basic" and "diluted"  earning 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.  However, 33,000,000 shares of common stock to
be issued upon conversion of the 220,000 shares of Series C Preferred  issued in
connection with the Provo  acquisition and the 5,325,000  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 Provo  acquisition
are included in the computation of the weighted- average number of common shares
outstanding

If the shares of common stock to be issued upon conversion of Series C Preferred
and Series D Preferred are excluded from the calculation of the weighted average
number of  shares,  the net loss per  common  share for the three and six months
ended June 30, 2003 would have been $0.10 and $0.13, respectively.

NOTE D- ADOPTION OF NEW ACCOUNTING LITERATURE

         The Company does not believe that any other  recently  issued,  but not
yet effective,  accounting standards, if currently adopted, will have a material
effect  on  the  Company's   consolidated   financial  position  or  results  of
operations.

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- and six-
periods ended June 30, 2003 and 2002,  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.

NOTE F- DEBT

         In April  2003,  the Company  borrowed  $550,000  from an  unaffiliated
entity (the "Lender") and issued a secured  promissory  note (the "Note") to the
Lender.  The Note bears  interest at the rate of 14% per annum and is secured by
substantially all of the Company's  assets.  Two officers have pledged shares of
the Company's common stock owned by them to the Lender as additional  collateral
for this loan. The Note was payable on July 2, 2003 and by mutual agreement, the
repayment  date was  extended  to August  1,  2003.  The  Company  is  currently
negotiating with the Lender to extend the repayment date. In connection with the
financing,  the Company issued 500,000 shares of common stock (fair market value
of  approximately  $ 105,000)  to the  Lender as  additional  consideration.  In
addition,  the Company incurred  approximately $84,413 in related expenses.  The
aggregate  amount of $189,413 was deferred as financing  cost and was  amortized
over the initial term of the Note.

         In April 2003,  the Company paid $200,000 to settle a promissory  note,
issued as a part of a business acquisition, in the principal amount of $728,600.
The  balance of the  promissory  note was  settled  through  issuance of 375,000
shares  of the  Company's  common  stock  (fair  market  value of  approximately
$78,750) to the promissory note holders. Upon settlement, the Company recognized
a gain on debt  settlement  of  approximately  $449,850  during the three months
ended June 30, 2003.

                                       -7-




NOTE G - STOCKHOLDERS EQUITY.

         In April 2003, the Company issued 500,000 shares of its common stock in
connection  with a borrowing  and issued  375,000  shares of common  stock for a
settlement of a debt (see Note F).

         In connection  with the Provo  acquisition,  the Company issued 220,000
shares  of  Series  C  Preferred  to the  Sellers  and  issued  35,500  Series D
Preferred, including 27,500 shares to officers and employees and 8,000 shares to
brokers  and  finders.  Each  share  of both the  classes  of  preferred  shares
automatically  convert into 150 shares of the  Company's  common stock after the
Company's shareholders approve the conversion. The par value and the liquidation
preference of each share of Series C Preferred and Series D Preferred are $.01.

         In the accompanying  consolidated financial statements the value of the
outstanding Series C Preferred and Series D Preferred is determined based on the
Company's  common share price on the relevant dates and by applying the ratio in
which Series C Preferred and Series D Preferred can be converted  into shares of
common stock. Accordingly,  220,000 outstanding shares of Series C are valued at
$6,732,000  and the 35,500  shares of Series D Preferred are valued at $968,985.
Out of this amount $218,363  representing the value of Series D Preferred issued
to  brokers  and  finders is  treated  as part of the  transaction  cost and the
balance of $750,622 representing the fair market value of Series D shares issued
to officers and  employees is charged as noncash  compensation  during the three
months ended June 30, 2003.

NOTE H - OTHER COMMENTS


1. 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.

Segment information for the three and six months ended June 30 is as follows:




                                                             Three months ended                 Six months ended
                                                                            June 30,                         June 30,
                                                              2003           2002                2003           2002
                                                         ------------------------------     ------------------------------
Revenues:
                                                                                                          
  Internet business                                            $987,218     $1,286,961           $2,053,345    $2,639,230
  Sale and distribution of phone cards                       19,584,768                          19,584,768
                                                         ------------------------------     ------------------------------
       Consolidated                                         $20,571,986     $1,286,961          $21,638,113    $2,639,230
                                                         ------------------------------     ------------------------------

Operating (loss) profit:
   Internet business in U.S.A                              ($1,033,129)     ($186,759)         ($1,209,375)    ($377,928)
  Sale and distribution of phone cards                            7,199                               7,199
                                                         ------------------------------     ------------------------------
       Consolidated                                        ($1,025,930)     ($186,759)         ($1,202,176)    ($377,928)
                                                         ------------------------------     ------------------------------



For the three and six months ended June 30, 2003 the Internet  business includes
$750,622 of noncash  compensation  charge and  approximately  $210,000 of common
corporate expenses.


2. 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 and six months ended June 30, 2003, the Company recorded a translation
gain of $58,848 to its stockholders  equity as accumulated  other  comprehensive
income.

3. The Company's  Mexican  subsidiary  subcontracts  personnel  services from an
entity  affiliated  with one of the  directors of the Company.  During the three
months ended June 30, 2003, the subsidiary paid approximately  $637,000 for such
services.  The Company  believes that the terms it obtained from the  affiliated
entity  was no  less  favorable  than  what  it  would  have  obtained  form  an
unaffiliated  party.  In addition,  during the three months ended June 30, 2003,
the Mexican  subsidiary  sold prepaid cards to entities  affiliated with one the
directors of the Company in the aggregate amount of approximately $263,000 under
normal trade terms.

NOTE I - SUBSEQUENT EVENTS

         In  July  2003,  the  Company  entered  into a  common  stock  purchase
agreement  with Fusion Capital Fund II, LLC,  whereby,  subject to the Company's
receipt of necessary approvals and satisfaction of other applicable  conditions,
Fusion Capital has agreed to purchase up to $13 million of the Company's  common
stock over a 40-month  period.  In  connection  with the  agreement  the Company
issued 500,000 shares of its common stock to Fusion Capital as a commitment fee.

         In July 2003,  the Company  entered  into a  consulting  agreement  for
operational services and issued to the consultant 120,000 shares of common stock
as a consideration  for the services to be rendered by the consultant.  The fair
value of the shares  issued will be charged to  operations  over the term of the
consulting agreement.

         In July  2003,  the  Company  sold to  Fusion  Capital  Fund II,  LLC a
convertible  promissory note ("Note") in the principal  amount of $110,000.  The
Note bears  interest at 10% and is payable on December 31, 2005.  Fusion Capital
has the option to convert  the  principal  amount of the Note into shares of the
Company's  common stock at a conversion  price of $.25 per share.  In connection
with the sale, the Company issued to Fusion Capital  warrants to acquire 220,000
shares of its common stock at an exercise price of $0.42.

         In August 2003, the Company sold to an unaffiliated  individual 333,333
share of its common  stock for  $100,000.  In addition,  the Company  issued the
individual warrants to acquire 150,000 shares of its common stock at an exercise
price of $0.40


                                       -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").  Provo
and its  subsidiaries  are engaged in  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'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's  management  believes that they
account for nearly 7% of all sales of prepaid phone cards 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.  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 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 retains. Cash (C.O.D) purchases result in a
higher  discount to Provo  compared to  purchases on credit terms from Telmex or
Telcel. In addition,  the discount obtained by Provo varies by the type of card,
face value of the card and volume levels met. Similarly, the discount offered by
Provo 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 in any  period is  impacted  by several  factors.  In
addition,  Telmex and Telcel provide Provo additional discount and rebates based
on certain  special  programs.  Provo'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.

Restructuring Program

         In October 2000, we initiated a restructuring  program designed , among
other  things,  to  reduce  our  operating  losses.  The  program  consisted  of
reductions of personnel and marketing and promotional expenses, consolidation of
certain operations,  exit from certain marginal product lines not related to our
core business and closure of regional  offices.  The  restructuring  program was
substantially completed by December 31, 2002.

         We believe that the restructuring  program and related cost reductions,
will  permit us to  maintain  service  quality to our  customers  while our more
focused product offering  portfolio will enhance our ability to grow our revenue
base. To date we have realized significant cost reductions.  However,  there can
be no assurance that the restructuring program will achieve the desired results,
that it will not give rise to any  disruption of any services  offered by us, or
resulting   loss  of  revenues   from  reduced   product   lines  and  marketing
expenditures.





                                      -10-






Results of Operations

Comparison of three and six months ended June 30, 2003 and 2002:

Revenues.  Our  revenues  increased  for the three and six months ended June 30,
2003 by $19,285,025 or 1,498.5%, and by $18,998,883 or 719.9%, respectively over
the same periods of the prior year.  The  increases in revenues  were due to the
Provo acquisition.  Excluding the acquisition,  revenues decreased for the three
and six months by $299,743 or 23.3% and by $585,885 or 22.2%,  respectively over
the same periods of the prior year.  The decrease in revenues was in part due to
the closure of our unprofitable  satellite offices and due to the reduced amount
of website development work we performed in 2003.

 Cost of  Revenues.  For the  three  months  ended  June 30,  2003,  our cost of
revenues increased by $18,477,577 to $19,125,583.  For the six months ended June
30, 2003,  our cost of revenues  increased by $18,291,444  to  $19,621,304.  The
increase in cost of revenues was due to the Provo acquisition.  Cost of revenues
as a  percentage  of revenues for the three months and six months ended June 30,
2003  were  93.0%  and  90.7%,  respectively,   compared  to  50.4%  and  50.4%,
respectively, in 2002. In percentage terms of revenues, cost of Provo's products
are generally  higher than ours,  and with a greater mix of Provo's share in our
consolidated  revenues,  cost of revenue as a percentage of revenues is expected
to increase.  Excluding Provo's operations, our cost of revenues as a percentage
of  revenues  for the three and six months  ended  June 30,  2003 were 48.8% and
47.6%,  respectively,  compared  to 50.4 and 50.4%,  respectively  in 2002.  The
decrease  in  cost of  revenues  as a  percentage  of  revenues  was due to cost
reductions realized through our continued focus on network cost reductions.

Selling,  General and Administrative.  For the three months ended June 30, 2003,
selling,  general and administrative  expenses increased by $936,696 compared to
the same period of the prior year. As a percentage of revenues, selling, general
and  administrative  expenses  decreased from 49.1% in 2002 to 7.6% in 2003. For
the six months ended June 30, 2003, selling, general and administrative expenses
increased  by  $872,653  compared  to the same  period of the prior  year.  As a
percentage of revenues,  selling,  general and administrative expenses decreased
from 49.2% in 2002 to 10.0% in 2003.  The absolute  dollar  increase in selling,
general  and   administrative   expenses  was   principally  due  to  the  Provo
acquisition.  In terms of  percentage  of revenues,  Provo has a lower  selling,
general and administrative  expenses structure than ours, and with a greater mix
of  Provo'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  June 30,  2003,
depreciation  and  amortization  decreased by $40,699 to  $152,758.  For the six
months ended June 30, 2003,  depreciation and amortization  decreased by $91,588
to $296,131.  Depreciation and amortization  decreased as many of our long-lived
assets are fully depreciated or amortized over their estimated useful life.

Interest  Expense.  Interest  expense for three  months  ended June 30, 2003 was
$193,931 compared to an interest expense of $22,177 during the comparable period
in 2002.  Interest  expense for the six months  ended June 30, 2003 was $215,819
compared to an interest expense of $43,720 during the comparable period in 2002.
Interest  expense  for the three and six months  ended June 30,  2003  increased
compared to the same periods of the prior year  principally due to the increased
debt level that resulted from the Provo acquisition.

                                      -11-





Income Taxes.  Represent  Provo's tax expense,  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.

Net loss. As a result of the foregoing  and after  recognizing  $499,850 gain on
debt settlement and recording a noncash compensation of $750,662,  for the three
months ended June 30, 2003, net loss increased by $736,938 to $941,544  compared
to a net loss of  $204,616  for the  corresponding  period in 2002.  For the six
months  ended June 30,  2003,  net loss  increased  by  $720,571  to $ 1,139,371
compared to a net loss of $418,800 in the comparable period in 2002.

Liquidity and Capital Resources

         Our  working  capital at June 30,  2003 was $ 747,463  compared  with a
working capital  deficiency of $ 2,655,722 at December 31, 2002. The increase in
working  capital was primarily due to  approximately  $3.6 million of additional
working capital that resulted from the Provo acquisition.

         Our primary capital  requirements  are to fund Provo's working capital.
To date, we have financed our capital requirements primarily through 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.

         At June 30, 2003,  Provo had aggregate  borrowings of $ 1,917,792 under
four lines of credit with two banks.  The lines are secured by real estate owned
by family  members of Provo's former  majority  stockholders . At June 30, 2003,
the current  interest  rates on the lines range  between 9.5% and 10%. The lines
expire at various  dates  between  July 2004 and  September of 2005 and one line
requires a monthly payment of approximately $14,000 in 2003.

         Historically, Provo relied on Telmex to finance its inventory purchases
with a line of credit. In March of 2003, Provo restructured its credit line with
Telmex.  At June 30, 2003,  we owe Telmex  approximately  $7.4  million.  Of the
balance,  approximately $ 3.8 is payable in September of 2003 and the balance of
$3.6 million will be payable in 54 monthly  installments  commencing  in July of
2003.

         In April  2003,  the Company  borrowed  $550,000  from an  unaffiliated
entity (the "Lender") and issued a secured  promissory  note (the "Note") to the
Lender.  The Note bears  interest at the rate of 14% per annum and is secured by
substantially all of the Company's  assets.  Two officers have pledged shares of
the Company's common stock owned by them to the Lender as additional collateral.
The Note was payable on July 2, 2003 and by mutual agreement, the repayment date
was extended to August 1, 2003.  The Company is currently  negotiating  with the
Lender to extend the repayment date.

         We plan to raise  additional  financing.  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.


                                      -12-




         Based on current plans,  management  anticipates that the cash on hand,
cash  flow  from   operations   and  vendor  credit  will  satisfy  our  capital
requirements  through  at  least  the  end  of  2003,  apart  from  our  capital
requirements  relating to the following  debt  obligations.  Our agreement  with
Telmex  requires  us to repay  Telmex  $3.8  million in  September  of 2003.  In
addition, we are required to repay $550,000 due under bridge financing on August
1, 2003. 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.  There can be no assurance,  however,
that such  financing will be available on terms that are acceptable to us, or on
any terms.

Critical Accounting Policies and Estimates

         Our discussion and analysis of our financial  conditions 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 are 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 cards 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 its revenue recognition policy is critical
because  revenue is a very  significant  component of its 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.


                                      -13-




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.  With respect to 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
customer's  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.

Real  Estate  Held  for  Sale.   Our  real  estate  held  for  sale   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.



                                      -14-





I
tem 4. 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 June 30,  2003,  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


                                      -15-





                                     PART II
                                OTHER INFORMATION



Item 2.           Changes in Securities and Use of Proceeds

                  Recent Sales of Unregistered Securities

                  During the three  months  ended  June 30,  2003,  the  Company
                  issued  500,000  shares of its  common  stock to a lender  and
                  issued 375,000 to a note holder as a settlement.  In addition,
                  the Company  issued 220,000 shares of its Series C Convertible
                  Preferred  Stock for an acquisition and issued 35,500 Series D
                  Convertible Preferred Stock ("Series D Preferred"),  including
                  27,500  shares to officers and  employees  and 8,000 shares to
                  brokers and finders in connection  with the  acquisition.  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:

                           During  the three  months  ended June 30,  2003,  the
                           Company filed:

                           (i)      an 8-K for the  event  dated  April 3,  2003
                                    under   Items  2  and  7  to   report   it's
                                    acquisition    of   all   the   issued   and
                                    outstanding  shares of Proyecciones y Ventas
                                    Organizadas,  S.A  de  C.V.,  a  corporation
                                    organized  under the laws of the Republic of
                                    Mexico  ("Provo").   The  Company  filed  an
                                    amendment to the  foregoing 8-K under Item 2
                                    to file certain  Addendum to the  agreement.
                                    The Company  also filed an  amendment to the
                                    foregoing  8-K under Item 7 to file  certain
                                    financial    statements    and   pro   forma
                                    information    concerning    the    acquired
                                    business.

                           (ii)     an 8-K  for the  event  dated  May 16,  2003
                                    under  Item  4  to  report  changes  in  its
                                    certifying accountant.

                                      -16-







                                   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.


August 19, 2003
                   Frontline Communications Corporation


                   By: /s/ Stephen J. Cole-Hatchard
                       ----------------------------------------
                       Stephen J. Cole-Hatchard
                       Chief Executive Officer



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




                                      -17-












 


Exhibit 31(a)

                                  CERTIFICATION

I, Stephen J. Cole-Hatchard, certify that:

 
     1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Frontline
          Communications Corporation.;
 
     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: August 19, 2003

                                        /s/ Stephen J. Cole-Hatchard
                                        ---------------------------------------
                                        Chief Executive Officer




 
Exhibit 31(b)

                                  CERTIFICATION

         I, Vasan Thatham, certify that:

 
     1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Frontline
          Communications Corporation.;
 
     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: August 19, 2003
                                        /s/ Vasan Thatham
                                        --------------------------------
                                        Chief Financial 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,  Stephen  J.   Cole-Hatchard,   Chief  Executive  Officer  of  Frontline
Communications Corp. (the "Company"), certify that:

   (1)   The Company's  Quarterly  Report on Form 10-Q for the quarterly  period
         ended June 30, 2003 (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/ Stephen J. Cole-Hatchard
                                        ---------------------------------------
                                        Stephen J. Cole-Hatchard
                                        Chief Executive Officer
                                        Frontline Communications Corp.
                                        August 19, 2003


     A signed  original of this  written  statement  required by Section 906 has
been  provided  to  Frontline  Communications  Corp.  and  will be  retained  by
Frontline  Communications  Corp.  and furnished to the  Securities  and Exchange
Commission or its staff upon request.              





 
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 Frontline
Communications Corp. (the "Company"), certify that:

   (1)   The Company's  Quarterly  Report on Form 10-Q for the quarterly  period
         ended June 30, 2003 (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
                                       Frontline Communications Corp.
                                       August 19, 2003


     A signed  original of this  written  statement  required by Section 906 has
been  provided  to  Frontline  Communications  Corp.  and  will be  retained  by
Frontline  Communications  Corp.  and furnished to the  Securities  and Exchange
Commission or its staff upon request.