Report of unscheduled material events or corporate changes.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 14, 2004 PROVO INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15673 13-3950283 (Commission (State or other jurisdiction of File Number) (I.R.S. Employer incorporation) Identification No.) One Blue Hill Plaza, Pearl River, New York 10965 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (845) 623-8553
Item 5. Other Information Provo International, Inc. (the "Company") was unable to file its annual report on Form 10-KSB by its due date, April 14, 2002 because it has not completed its analysis and obtained the information necessary to evaluate the fair value of certain assets of the Company. The Company anticipates that it will file its annual report on Form 10-KSB within the next two to three weeks. On April 15, 2004, the Company issued a press release regarding its inability to file its annual report by the due date. At the request of the American Stock Exchange, the Company included in its press release an unaudited condensed statement of operations for the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a)-(b) Not Applicable (c) Exhibits. 99.3 Press Release dated April 15, 2004.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PROVO INTERNATIONAL, INC. (Registrant) Dated: April 19, 2004 By: /s/ Ventura Martinez del Rio, Sr. -------------------------- Chairman of the Board
Exhibit 99.3 Provo Plans to File 10K before Month End PEARL RIVER, N.Y.--(BUSINESS WIRE)--April 15, 2004--Provo International, Inc. (formerly Frontline Communications Corp., AMEX:FNT) announced that it did not file its annual report on Form 10K by its due date, April 14, 2004. At approximately 4:00 P.M. ET on April 14, 2004, the Company was notified by its Mexican auditors, BDO Hernandez Marron y Cia, S.C. that they would require an outside evaluation of the value of the goodwill carried on the Company's books in order to give their consent to the 10K filing. The Company plans to retain an expert to provide the valuation required by its auditors as soon as possible, and anticipates that it will file its annual report on Form 10K before the end of April. Included in this release is a condensed statement of operations for Provo International, Inc., including 2003 financial, the audit of which is not yet completed. About Provo International Inc. Founded in 1995 as Frontline Communications Corporation, traded on the American Stock Exchange under the symbol FNT, Provo International Inc. has two operating divisions, Provo Mexico and Provo US. The Provo Mexico division (www.provo.com.mx), acquired in April, 2003, is a Mexican corporation which
maintains a dominant position within the pre-paid calling card and cellular phone airtime markets in Mexico. Provo Mexico and its affiliates have been in operation for over seven years, and had combined audited revenue in 2002 of approximately $100 million, with operating profits of over $800,000. The company currently anticipates expanding existing Provo Mexico services to the continental United States, and intends to begin marketing cash cards, payroll cards and other forms of payroll and money transfer services, through both the Mexico and US divisions, in the near future. The Provo US division is a leading provider of Internet bandwidth services and award winning E-commerce, programming and website development, design and hosting services through its PlanetMedia group, www.pnetmedia.com. Provo US plans on expanding its current services and offerings beyond the traditional internet sector with the launch of the Provo Paycard and other payroll disbursement products and services. The statements which are not historical facts contained in this press release are forward looking statements that involve certain known and unknown risks and uncertainties, including but not limited to, changes in the market for Internet or distribution services, regulatory and technological changes, economic factors, increased competition, foreign currency devaluation, foreign market risk, and the nature of supplier of customer arrangements which become available to the Company in the future. The Company's actual results may differ materially from the results discussed in or implied by any forward-looking statement. The words "intend," "expect," "should," "project," and "anticipate," and similar expressions identify forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements which speak only as of the date they were made. Provo International, Inc. Condensed Statement of Operations For the three months For the year ended December 31, ended December 31, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ UNAUDITED Revenues $19,479,001 $1,174,076 $58,287,790 $5,047,098 Noncash compensation charge 1,954,363 58,500 2,005,808 58,500 Net loss ($4,435,285) ($164,006) ($4,966,052) ($787,525) Preferred dividends 59,573 66,650 282,974 297,867 ------------ ------------ ------------ ------------ Net loss applicable to common shares ($4,494,858) ($230,656) ($5,249,026) ($1,085,392) ============ ============ ============ ============ Loss per common share- basic and diluted ($0.41) ($0.04) ($0.66) ($0.18) ============ ============ ============ ============ Weighted average number of shares outstanding 11,038,382 6,163,017 7,927,092 6,079,689 ============ ============ ============ ============ CONTACT: Investor Relations Group Tom Caden or Dian Griesel, Ph.D., 212-825-3210