You are using an outdated browser. Please upgrade to the latest version for the best experience. Upgrade your browser now.

Skip Navigation

Report of unscheduled material events or corporate changes.

8-K

                       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 7, 2004


                            PROVO INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


  Delaware                    001-15673                         13-3950283
                             (Commission
(State or other              File Number)                     (I.R.S. Employer
jurisdiction of                                              Identification No.)
 incorporation)                                              



                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

     The Company's subsidiary, Proyecciones y Ventas Organizadas, S.A. de C.V.
("Provo Mexico"), had historically relied on Telefonos de Mexico, S.A.
("Telmex") to finance its inventory purchases with a line of credit. Provo
Mexico was in default with respect to the repayment of its $6,940,363 (including
$2.4 million reclassified as current maturity) credit line with Telmex. On April
7, 2004, Provo Mexico entered into a settlement agreement with Telmex, whereby
Provo Mexico transferred eight non-revenue generating real estate properties and
certain vehicles carried at book at $1,985,512 to Telmex in full satisfaction
and release of the $6,940,363 credit balance to Telmex. The Telmex settlement
agreement also provides that Provo Mexico will have a term of 45 days to close
its distribution of Telmex prepaid calling cards. During this 45-day term, Provo
Mexico may not purchase Telmex issued cards in excess of $67,000 per week. All
purchases of Telmex cards must be paid in cash. At the end of the 45-day term,
each of Telmex and Provo Mexico granted each other and their respective
officers, directors, shareholders and affiliates a full release for any prior
obligations and or transactions between the parties.

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

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

     Nothing in the settlement agreement restricts us or Provo Mexico from
continuing to distribute cellular cards issued by Telcel or prepaid
telecommunications cards issued by other telecommunications carriers in Mexico,
other than Telmex. In the fourth quarter of 2003, sales of Telcel exceeded sales
of Telmex issued cards, as Latadel and Multifon sales declined. Currently,
Telcel airtime sales represent about 60% of Provo Mexico's total annual sales,
up significantly from 10% in 2000. All purchases of Telcel cards are made in
cash and Provo Mexico has no lines of credit with Telcel. Management believes
that the distribution of prepaid cellular airtime is more dynamic line of
business than the distribution of prepaid cards for traditional telephony
services. As a result of the settlement agreement, Provo Mexico will concentrate
its efforts on increasing its distribution of Telcel cards and developing new
lines of business in Mexico.

     The statements which are not historical facts contained in this Form 8K
filing 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 "believe," "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.



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.




(a)-(b) Not Applicable

(c) Exhibits.

              99.2  Press Release dated April 12, 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 12, 2004            By:  /s/ Ventura Martinez del Rio, Sr.
                                           --------------------------
                                           Chairman of the Board
 





                                                                          Ex. 99

Provo Mexico Settles Debt Obligation to Major Supplier; Settlement
Agreement Satisfies $6.9 Million in Debt

   PEARL RIVER, N.Y.--(BUSINESS WIRE)--April 12, 2004--Provo
International, Inc. (formerly Frontline Communications Corp.,
AMEX:FNT) announced today that its Provo Mexico division has entered
into a settlement agreement with its supplier of pre-paid phone cards,
eliminating its debt obligation to the supplier. Under the settlement
agreement, Provo Mexico transferred approximately $2mm in assets to
the supplier in full satisfaction and release of the Company's
$6,940,363 in debt. The assets transferred included eight non-revenue
generating real estate properties and certain additional assets. The
settlement agreement also provides that Provo Mexico will have a term
of 45 days to transition out of the wholesale distribution of pre-paid
calling cards issued by the supplier, and neither Provo Mexico nor its
principal officers may engage in the wholesale distribution of
pre-paid calling cards issued by the supplier for a period of fifteen
years from the date of the agreement. Provo Mexico will continue to
distribute pre-paid cellular calling time, which presently represents
approximately 60% of
 Provo Mexico's monthly revenue, in addition to
its other product lines.
   Mr. Ventura Martinez del Rio, Sr., Chairman of Provo
International, commented, "We are extremely pleased that we were able
to come to an amicable resolution with regard to this debt. As in the
United States, pre-paid calling cards in Mexico and Latin America are
quickly being replaced by cellular products. We see a great
opportunity in focusing our efforts on the sale and distribution of
our pre-paid cellular airtime products, which have been a rapidly
growing market over the past year."
   Provo's network of retail outlets comprises over 20,000 point of
purchase locations throughout Mexico and includes convenience stores,
drug stores, restaurants, lottery stands, newspaper and magazine
stands and other general stores.

   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.


    CONTACT: Investor Relations Group
             Tom Caden/Dian Griesel, Ph.D., 212-825-3210