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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, 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 May 5, 2003 there were outstanding 10,169,972 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                                                7


Item 3   Controls and Procedures                                             11


Part II  Other information                                                   11

         Signatures                                                          12

         Certifications                                                      13





 




Frontline Communications Corporation
Condensed Consolidated Balance Sheets




                                                                                 March 31,    December 31,
                                                                                   2003           2002
                                                                               ------------   ------------
                                                                                (Unaudited)     (Audited)
                                                                                        
ASSETS
Current:
   Cash and cash equivalents                                                   $    214,909   $    208,502
   Accounts receivable, net of allowance for doubtful accounts                      165,992        212,397
   Prepaid expenses and other                                                        61,245         57,778
                                                                               ------------   ------------
         Total current assets                                                       442,146        478,677

Property and equipment, net                                                         528,055        671,013
Deferred transaction costs                                                           49,441
Other                                                                               100,882        108,877

                                                                               ------------   ------------
                                                                               $  1,120,524   $  1,258,567
                                                                               ============   ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
   Accounts payable                                                            $    873,818   $    765,749
   Accrued expenses                                                                 914,295        903,710
   Deferred revenue                                                                 561,960        524,738
   Current portion of long-term debt                                                919,083        940,202
                                                                               ------------   ------------
         Total current liabilities                                                3,269,156      3,134,399

Capitalized lease obligation                                                          4,697         11,453
Promissory notes payable, net of unamortized discount of
   $52,083 and $58,333, respectively                                                147,917        141,667
                                                                               ------------   ------------
      Long-term debt, less current portion                                          152,614        153,120
                                                                               ------------   ------------
         Total liabilities                                                        3,421,770      3,287,519
                                                                               ------------   ------------

Stockholders' deficiency:
   Preferred stock, $.01 par value, 2,000,000 shares authorized, issued and
      outstanding 496,445 shares                                                      4,964          4,964
      Liquidation preference $7,446,675
   Common Stock, $.01 par value, 25,000,000 shares authorized, 9,940,424
      shares issued and 9,294,972 shares outstanding                                 99,404         99,404
   Additional paid-in capital                                                    36,204,292     36,204,292
   Accumulated deficit                                                          (37,738,490)   (37,466,196)
   Treasury stock, at cost, 645,452 shares                                         (871,416)      (871,416)
                                                                               ------------   ------------
         Total stockholders' deficiency                                          (2,301,246)    (2,028,952)

                                                                               ------------   ------------
                                                                               $  1,120,524   $  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
                                                      --------------------------
                                                        March 31,    March 31,
                                                          2003         2002
                                                       ----------   ----------
                                                              
Revenues                                               $1,066,127   $1,352,269

Costs and expenses:
   Cost of revenues                                       495,721      681,854
   Selling, general and administrative                    603,279      667,322
   Depreciation and amortization                          143,373      194,262
                                                       ----------   ----------
                                                        1,242,373    1,543,438
                                                       ----------   ----------
Loss from operations                                     (176,246)    (191,169)

Other income (expense):
   Interest income                                            307        1,742
   Interest expense                                       (21,888)     (21,543)
   Loss on disposal of property and equipment                           (3,214)
                                                       ----------   ----------
Net loss                                                 (197,827)    (214,184)
                                                       ----------   ----------

Preferred dividends                                        74,467       79,065

                                                       ----------   ----------
Net loss available to common shareholders                (272,294)    (293,249)
                                                       ==========   ==========

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

Weighted average number of common shares
   outstanding- basic and diluted                       9,294,972    8,944,551
                                                       ==========   ==========



See notes to condensed consolidated financial statements.


                                       -2-



 




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




                                                               For the nine months ended
                                                               -------------------------
                                                                 March 31,    March 31,
                                                                   2003         2002
                                                                ----------   ----------
                                                                       
Cash flow from operating activities:
   Net loss                                                      ($197,827)   ($214,184)
   Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities:
      Depreciation and amortization                                143,373      194,262
      Debt discount amortization                                     6,250
      Loss on disposal of property and equipment                                  3,214
      Changes in operating assets and liabilities
         Accounts receivable                                        46,405       33,734
         Prepaid expenses and other                                 (3,467)     (11,962)
         Other assets                                                7,581        2,359
         Accounts payable and accrued expenses                      44,186     (191,317)
         Deferred revenue                                           37,222       66,666
                                                                ----------   ----------
Net cash (used in) provided by operating activities                 83,723     (117,228)
                                                                ----------   ----------

Cash flows from investing activities:
   Acquisition of property and equipment                                         (6,343)
   Proceeds from disposal of property and equipment                               5,000
   Deferred transaction costs                                      (49,441)
                                                                ----------   ----------
Net cash used in investing activities                              (49,441)      (1,343)
                                                                ----------   ----------

Cash flows from financing activities:
   Principal payments on long-term debt                            (27,875)     (70,473)

                                                                ----------   ----------
Net cash provided by (used in) financing activities                (27,875)     (70,473)
                                                                ----------   ----------

Net decrease in cash and cash equivalents                            6,407     (189,044)

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

                                                                ----------   ----------
Cash and cash equivalents, end of period                        $  214,909   $  413,490
                                                                ==========   ==========

Supplemental information:
Approximate interest paid during the period                     $    4,000   $   14,000
                                                                ==========   ==========

Dividends on Series B Preferred stock accrued                   $   74,467   $   79,065
                                                                ==========   ==========



See notes to condensed consolidated financial statements.


                                       -3-



 




FRONTLINE COMMUNICATIONS CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2003

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, 2002. 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.

NOTE B- 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.

NOTE C- 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 D- 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, 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
reported numbers.


                                       -4-



 




FRONTLINE COMMUNICATIONS CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2003

NOTE E- SUBSEQUENT EVENT

     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. Provo and its subsidiaries are engaged in the distribution of prepaid
calling cards and cellular phone airtime in Mexico.

     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) the change in control contemplated by the Provo transaction,
(iii) an increase in authorized common stock to 75,000,000 shares, and (iv) 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 66% of the combined company. The Company issued 35,500 Series D
Preferred shares ("Series D Preferred") to certain brokers, finders and certain
of the Company's officers and directors in accordance with the terms of certain
consulting agreements. 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.

     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 July 18, 2003
or such later date as agreed to by the holders of a majority of Series C
Preferred, (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 Company will be obligated to pay $20,000,000 to the Series C
Preferred stockholders.

     At March 31, 2003 approximately $ 49,000 of costs incurred in connection
with the transaction were deferred, which together with additional related costs
will be charged to additional paid in capital upon completion of the
transaction.


                                       -5-



 




FRONTLINE COMMUNICATIONS CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 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 as additional collateral to the Lender.
In connection with the financing, the Company issued 500,000 shares of common
stock to the Lender as additional consideration. The Note is payable at the
earlier of 90 days or upon financing of Provo's accounts receivable. From the
proceeds, the Company used $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 to the promissory note holders.


                                       -6-



 




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, successfully 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 and Nasdaq Small Cap Market 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.

Overview

     During 2003 and 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.

Restructuring Program

     In October 2000, we initiated a restructuring program designed , among
other things, to reduce our operating losses. The program consists 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.


                                       -7-



 




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.

Results of Operations

Comparison of three months ended March 31, 2003 and 2002:

Revenues. Our revenues decreased for the three months ended March 31, 2003 by
$286,142 or 21.2% over the prior year. The decrease in revenues were in part due
to 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 March 31, 2003, our cost of
revenues decreased by $186,133 to $495,721. As a percentage of revenues, cost of
revenues decreased to 46.5% from 50.4%. The decrease in cost of revenues was due
to principally cost reductions realized through our restructuring program.

Selling, General and Administrative. For the three months ended March 31, 2003,
selling, general and administrative expenses decreased by $64,043. As a
percentage of revenues, selling, general and administrative expenses increased
from 49.3% in 2002 to 56.6% in 2003. The absolute dollar decrease in selling,
general and administrative expenses was due to cost reductions realized through
our restructuring program. The principal component of the decrease was in
payroll and related costs due to workforce reduction.

Depreciation and Amortization. For the three months ended March 31, 2003,
depreciation and amortization decreased by $50,889 to $143,373. 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 March 31, 2003 was
$21,888 compared to an interest expense of $21,543 during the comparable period
in 2002.

Net loss. As a result of the foregoing, for the three months ended March 31,
2003, net loss decreased by 7.6% or $16,357 to $197,827 compared to a net loss
of $214,184 for the corresponding period in 2002. We incurred significant losses
as revenues generated were not sufficient to offset the substantial up-front
expenditures and operating costs associated with attracting and retaining
additional customers.

Liquidity and Capital Resources

     Our working capital deficiency at March 31, 2003 was $ 2,827,010 compared
with a working capital deficiency of $ 2,655,722 at December 31, 2002. The
increase in working capital deficiency was primarily due to operating losses.


                                       -8-



 




     Our primary capital requirements are to fund acquisition of customer bases
and related Internet businesses, install network equipment, and working capital.
To date, we have financed our capital requirements primarily through issuance of
debt and equity securities. We currently do not have any bank lines of credit.
The availability of capital resources is dependent upon many factors, including,
but not limited to, prevailing market conditions, interest rates, and our
financial condition.

     As discussed in Note E to condensed consolidated financial statements, in
April 2003, we acquired Provo. If we receive the required approvals from our
stockholders, which will result in the obligations under the acquisition note
not becoming effective, we believe that the addition of Provo's operations to
our operations will enable us to meet our obligations as they come due and that
we will be able to continue as a going concern. If we are unable to obtain the
requisite approvals from our stockholders which will result in our being liable
to the former Provo stockholders under the acquisition note, then we will need
additional financing in 2003 to continue our operations as currently conducted.
We have no available standby sources of financing and there can be no assurance
that any additional financing will be available to us on acceptable terms, or at
all.

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. During 2003 and 2002, a significant part of our revenues
were derived from providing Internet access 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, and 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 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.


                                       -9-



 




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.

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
these assets. When any such impairment exists, the related assets will be
written down to fair value.

Income Taxes. Our net deferred tax assets, consisting of primarily federal and
state net operating loss carry forwards, have been offset by a full valuation
allowance. In determining the need for a valuation, we review both positive and
negative evidence, including current and historical operating results. Based
upon our assessment of all available evidence, we have concluded that it is more
likely than not that deferred tax assets will not be realized.


                                      -10-



 





I
tem 3.  Controls and Procedures

          Within the 90-day period prior to the filing of this report, an
          evaluation was carried out under the supervision and with the
          participation of our management, including our Chief Executive Officer
          ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of
          the Company's disclosure controls and procedures. Based on that
          evaluation, the CEO and CFO have concluded that our disclosure
          controls and procedures are effective to ensure that the information
          required to be disclosed by us in reports that we file or submit under
          the Securities Exchange Act of 1934 is recorded, processed, summarized
          and reported within the time periods specified in Securities and
          Exchange Commission rules and forms. Subsequent to the date of their
          evaluation, there were no significant changes in the Company's
          internal controls or in other factors that could significantly affect
          the internal controls, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Item 6. Exhibits and Reports on Form 8-K

          a)   Exhibits:

                    99.1 Certification of the Chief Executive Officer pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002

                    99.2 Certification of the Chief Financial Officer pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002

          b)   Reports on Form 8-K:

               During the three months ended March 31, 2003, a current report on
               Form 8-K was filed under Item 9 to comply with regulation FD.


                                      -11-



 





                                   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 13, 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


                                      -12-



 




                  Certification of Principal Executive Officer

I, Stephen J. Cole-Hatchard, Chief Executive Officer and President of Frontline
Communications Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Frontline
Communications Corporation;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

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

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2003


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


                                      -13-



 




                  Certification of Principal Financial Officer

I, Vasan Thatham, Vice President and Chief Financial Officer of Frontline
Communications Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Frontline
Communications Corporation;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

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

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2003


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


                                      -14-






                                                                    Exhibit 99.1


                           CERTIFICATION PURSUANT TO
                           18 U. S. C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Frontline Communications Corporation
(the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Stephen J. Cole-Hatchard, as Chief Executive Officer and President of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

               (1)  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

                                                  May 13, 2003








                                                                    Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                            18 U. S. C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Frontline Communications Corporation
(the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Vasan Thatham, as Vice President and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

               (1)  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

                                      May 13, 2003