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Statement of beneficial ownership of common stock by certain persons

SC 13G



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                              PURSUANT TO 13d-2(b)
                                (Amendment No. )(1)

                         FRONTLINE COMMUNICATIONS CORP.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    35921T108
                                 (CUSIP Number)

                                  May 13, 1998
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         |_| Rule 13d-1(b)

         |_| Rule 13d-1(c)

         |X| Rule 13d-1(d)




- ----------
(1) The  remainder  of this  cover  page  shall be  filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


                                Page 1 of 5 Pages




- -------------------                                            -----------------
CUSIP No. 35921T108                  13G                       Page 2 of 5 Pages

- --------------------------------------------------------------------------------
1             NAME OF REPORTING PERSON
              I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

              Stephen J. Cole-Hatchard

- --------------------------------------------------------------------------------
2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)|_|
              Not Applicable                                              (b)|_|

- --------------------------------------------------------------------------------
3             SEC USE ONLY

- --------------------------------------------------------------------------------
4             CITIZENSHIP OR PLACE OF ORGANIZATION
              United States

- --------------------------------------------------------------------------------
NUMBER OF SHARES  5  SOLE VOTING POWER
 BENEFICIALLY        329,000  (includes 144,000 shares held by the Cole-Hatchard
   OWNED BY          Family Limited Partnership and currently exercisable 
    EACH             options to purchase 79,000 shares)
   PERSON         --------------------------------------------------------------
  REPORTING       6  SHARED VOTING POWER
    WITH
                     None

                  --------------------------------------------------------------
                  7  SOLE DISPOSITIVE POWER
                     329,000  (includes 144,000 shares held by the Cole-Hatchard
                     Family Limited Partnership and currently exercisable
                     options to purchase 79,000 shares)
                  --------------------------------------------------------------
                  8  SHARED DISPOSITIVE POWER

                     None

                  --------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     329,000 (includes  144,000 shares held by the Cole-Hatchard  Family Limited
     Partnership and currently exercisable options to purchase 79,000 shares)

- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (9) EXCLUDES  CERTAIN SHARES* |X|
     (Does not  include  20,000  shares held by Mr.  Cole-Hatchard's  mother and
     brother and 64,000  shares  issuable  upon the exercise of warrants held by
     Mr. Cole-Hatchard's mother)

- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     10.3%

- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON

     IN

- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                Page 2 of 5 Pages





Item 1(a).     Name of Issuer:

               FRONTLINE COMMUNICATIONS CORP.

Item 1(b).     Address of Issuer's Principal Executive Offices:

               One Blue Hill Plaza
               Pearl River, NY 10965

Item 2(a).     Name of Person Filing:

               This Schedule 13G is filed on behalf of  Stephen J. Cole-Hatchard
               (a "Reporting Person").

Item 2(b).     Address of Principal Business Office or, if None, Residence:

               Frontline Communications Corp.
               One Blue Hill Plaza
               Pearl River, NY 10965

Item 2(c).     Citizenship:

               Mr. Cole-Hatchard is a United States citizen.

Item 2(d).     Title of Class of Securities:

               Common Stock, par value $.01 per share

Item 2(e).     CUSIP Number:

               35921T108

Item 3.        If this  statement  is  filed  pursuant  to  Rules  13d-1(b),  or
               13d-2(b) or (c), check whether the person filing is a:

               (a) - (j): Not applicable.

               If this statement is filed pursuant to Rule 13d-1(c), check  this
               box.                                                          |_|

               Not Applicable.

Item 4.   Ownership:

          (a) Amount Beneficially Owned: At December 31, 1998, Mr. Cole-Hatchard
          beneficially  owned 329,000 shares,  including  144,000 shares held by
          the Cole-Hatchard Family Limited Partnership and currently exercisable
          options to purchase 79,000 shares.

          (b) Percent of Class: 10.3%


                                Page 3 of 5 Pages





               (c) Number of shares as to which such person has:

                    (i)       sole power to vote or to direct the
                              vote: 329,000 (includes 144,000 shares held by the
                                    Cole-Hatchard Family Limited Partnership and
                                    currently exercisable  options  to  purchase
                                    79,000 shares.)

                    (ii)      shared power to vote or to direct the vote: None.

                    (iii)     sole power to dispose or to direct the
                              disposition of: 329,000  (includes  144,000 shares
                                              held by  the  Cole-Hatchard Family
                                              Limited Partnership and  currently
                                              exercisable  options  to  purchase
                                              79,000 shares.)

                    (iv)      shared power to dispose or to direct
                              the disposition of:      None.

Item 5.   Ownership of Five Percent or Less of a Class.

          Not Applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

          Not Applicable.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on by the Parent Holding Company.

          Not Applicable.

Item 8.   Identification and Classification of Members of the Group.

          Not Applicable.

Item 9.   Notice of Dissolution of Group.

          Not Applicable.

Item 10.  Certification.

          Not Applicable.


                                Page 4 of 5 Pages





                                    SIGNATURE


     After reasonable inquiry and to the best of the undersigned's knowledge and
belief,  the  undersigned  certifies  that  the  information  set  forth in this
statement is true, complete and correct.

                                             February 11, 1999
                                       -----------------------------
                                                   (Date)


                                       /s/ Stephen J. Cole-Hatchard
                                       -----------------------------
                                                 (Signature)



                                               Page 5 of 5 Pages