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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   Form 10-K/A (Amendment No. 1)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2004 Commission File Number 0-22520   Terremark Worldwide, Inc. (Exact Name of Registrant as Specified in Its Charter)
 Delaware(State or Other jurisdiction of
Incorporation or Organization)
    
    84-0873124(I.R.S. Employer
Identification No.)2601 South Bayshore Drive
Miami, Florida(Address of Principal Executive Offices)
    
    33133(Zip Code)
 (305) 856-3200(Registrants Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share
    
    American Stock Exchange
 Securities registered pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such period that
the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   x   No   
o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in the
Exchange Act Rule 12b-2). Yes   x   No   
o The aggregate market value of the registrants common stock held by non-affiliates of the
registrant as of the last business day of the registrants most recently completed second fiscal
quarter was approximately $116,000,000, based on the closing market price of the registrants
common stock ($0.70) as reported by the American Stock Exchange on such date. The number of shares outstanding of the registrants common stock, par value $0.001 per share,
as of June 4, 2004 was 366,524,531.




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Explanatory Note Terremark Worldwide, Inc. (the Company) is filing this Amendment No. 1 to its Annual Report
on Form 10-K for the fiscal year ended March 31, 2004, which was originally filed on June 14, 2004.
This Amendment No. 1 is being filed solely to amend Part IV Item 15 Exhibits, Financial Statement
Schedules and Report on Form 8-K to include Exhibit 23, a consent of the Companys Independent
Registered Certified Public Accountants. 2




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PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K. (a) List of documents filed as part of this report: 1. Financial Statements (a) 1 and 2. The financial statements listed in the accompanying Table of
Contents to Consolidated Financial Statements and Financial Statement Schedule on page F-1 herein
are filed as part of this report. 2. Financial Statement Schedules All schedules have been omitted because the required information is included
in the consolidated financial statements or the notes thereto, or the omitted schedules are not
applicable. 3. Exhibits ExhibitNumber
    
    Exhibit Description2.1
    
    Agreement for Sale of Assets by and between ITV
Communications, Inc. and Netmatics, Inc., dated
January 11, 1996, and Promissory Note and Security
Agreement dated January 16, 1996 (previously filed as
part of the Companys Current Report on Form 8-K
dated January 19, 1996)2.2
    
    Agreement of Merger between AVIC Group International,
Inc., a Colorado corporation, with and into AVIC
Group International, Inc., a Delaware corporation
dated July 10, 1996 (previously filed as an exhibit
to the Companys Registration Statement on Form S-3,
as amended, filed on March 11, 2003)2.3
    
    Agreement and Plan of Merger by and between Terremark
Holdings, Inc. and AmTec, Inc., dated as of November
24, 1999, as amended by that certain Amendment to
Agreement and Plan of Merger, dated as of February
11, 2000 (previously filed as part of the Companys
Definitive Proxy Statement filed on March 24, 2000)2.4
    
    Letter Agreement dated January 12, 2001 among MP
Telecom, LLC, Terremark Worldwide, Inc., Clifford J.
Preminger, Thomas M. Mulroy and Manuel Medina
(previously filed as part of the Companys Current
Report on Form 8-K dated February 28, 2001)3.1
    
    Certificate of Merger of Terremark Holdings, Inc.
with and into AmTec, Inc. (previously filed as an
exhibit to the Companys Registration Statement on
Form S-3 filed on May 15, 2000)3.2
    
    Restated Certificate of Incorporation of the Company
(previously filed as an exhibit to the Companys
Registration Statement on Form S-3 filed on May 15,
2000)3.3
    
    Restated Bylaws of the Company (previously filed as
an exhibit to the Companys Quarterly Report on Form
10-Q filed on November 14, 2002)
 3




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ExhibitNumber
    
    Exhibit Description3.4
    
    Certificate of Designations of Preferences of Series
G Convertible Preferred Stock of the
Company(previously filed as an exhibit to the
Companys Registration Statement on Form S-3 filed on
May 15, 2000)3.5
    
    Certificate of Designations of Preferences of Series
H Convertible Preferred Stock of the Company
(previously filed as exhibit 3.5 to the Companys
Annual Report on Form 10-K filed on July 16, 2001)3.6
    
    Certificate of Designations of Preferences of Series
I Convertible Preferred Stock of the Company
(previously filed as an exhibit to the Companys
Registration Statement on Form S-3/A filed on March
17, 2004)4.1
    
    Specimen Stock Certificate (previously filed as an
exhibit to the Companys Annual Report on Form 10-KSB
filed on July 15, 1997)4.2
    
    Form of 13% Subordinated Convertible Debenture, due
December 31, 2005 (previously filed as exhibit 4.1 to
the Companys Quarterly Report on Form 10-Q filed on
February 14, 2001)4.3
    
    Form of 13.125% Subordinated Convertible Debenture,
due December 31, 2005 (previously filed as exhibit
4.5 to the Companys Annual Report on Form 10-K filed
on July 15, 2002)4.4
    
    Form of Warrant for the Purchase of Common Stock
(previously filed as exhibit 4.1 to the Companys
Current Report on Form 8-K filed on April 15, 2003)10.1
    
    1995 Stock Option Plan (previously filed as part of
the Companys Transition Report on Form 10-KSB for
the transition period from October 1, 1994 to March
31, 1995)10.2
    
    1996 Stock Option Plan (previously filed as part of
the Companys Transition Report on Form 10-KSB for
the transition period from October 1, 1994 to March
31, 1995)10.3
    
    Form of Indemnification Agreement for directors and
officers of the Company (previously filed as an
exhibit to the Companys Registration Statement on
Form S-3, as amended, filed on March 11, 2003)10.4
    
    Employment Agreement with Manuel Medina (previously
filed as exhibit 10.6 to the Companys Annual Report
on Form 10-K filed on July 16, 2001)10.5
    
    Amendment to Employment Agreement with Manuel Medina
(previously filed as an exhibit to the Companys
Quarterly Report on Form 10-Q filed on November 14,
2001)10.6
    
    Amended and Restated Credit Agreement between the
Company and Ocean Bank, dated September 5, 2001
(previously filed as an exhibit to the Companys
Quarterly Report on Form 10-Q filed on November 14,
2001)10.7
    
    Net Premises Lease by and between Rainbow Property
Management, LLC and Coloconnection, Inc. (previously
filed as an exhibit to the Companys Current Report
on Form 8-K filed on April 15, 2003)10.8
    
    Basic Lease Information Rider T-Rex Technology Center
of the Americas @ Miami, dated October 16, 2000,
between Technology Center of the Americas, LLC and
NAP of the Americas, Inc. (previously filed as an
exhibit to the Companys Current Report on Form 8-K
filed on April 15, 2003)10.9
    
    Debt Satisfaction Agreement between the Company and
CRG, LLC, dated November 11, 2002 (previously filed
as an exhibit to the Companys Registration Statement
on Form S-3/A filed on March 17, 2004)10.10
    
    Amended and Restated Debt Satisfaction Agreement
between the Registrant and CRG, LLC, dated December
5, 2002 (previously filed as an exhibit to the
Companys Registration Statement on Form S-3/A filed
on March 17, 2004)10.11
    
    Agreement between Terremark Technology Contractors
Inc., and Kinetics Systems, Inc., dated December 28,
2000 (previously filed as an exhibit to the Companys
Current Report on Form 8-K filed on April 15, 2003)10.12
    
    Debt Conversion Agreement between the Company, NAP of
the Americas and Ocean Bank, dated April 30, 2003
(previously filed as an exhibit to the Companys
Annual Report on Form 10-K filed on June 30, 2003)
 4




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ExhibitNumber
    
    Exhibit Description10.13
    
    Non-qualified Stock Option Agreement with Brian K.
Goodkind to purchase 1,278,205 shares of the
Companys common stock (previously filed as an
exhibit to the Companys Quarterly Report on Form
10-Q filed on August 14, 2003)10.14
    
    Non-qualified Stock Option Agreement with Brian K.
Goodkind to purchase 1,406,795 shares of the
Companys common stock (previously filed as an
exhibit to the Companys Quarterly Report on Form
10-Q filed on August 14, 2003)10.15
    
    First Amendment to the Non-qualified Stock Option
Agreement with Brian K. Goodkind to purchase 200,000
shares of the Companys common stock (previously
filed as an exhibit to the Companys Quarterly Report
on Form 10-Q filed on August 14, 2003)10.16
    
    First Amendment to the Non-qualified Stock Option
Agreement with Brian K. Goodkind to purchase 115,000
shares of the Companys common stock (previously
filed as an exhibit to the Companys Quarterly Report
on Form 10-Q filed on August 14, 2003)10.17
    
    2000 Stock Option Plan (previously filed as an
exhibit to the Companys Registration Statement on
Form S-8 filed on August 19, 2002)10.18
    
    2000 Directors Stock Option Plan (previously filed
as an exhibit to the Companys Registration Statement
on Form S-8 filed on August 19, 2002)10.19
    
    Agreement between Fundacão De Amparo A Pesquisa Do
Estado De São Paulo  FAPESP and Terremark Latin
America (Brazil) Ltda. (previously filed as an
exhibit to the Companys Registration Statement on
Form S-3/A filed on December 22, 2003)10.20
    
    Employment Agreement with José A. Segrera dated
September 8, 2001 (previously filed as an exhibit to
the Companys Annual Report on Form 10-K filed June
30, 2003)10.21
    
    Employment Agreement with José E. Gonzalez dated
November 2002 (previously filed as an exhibit to the
Companys Annual Report on Form 10-K filed June 30,
2003)10.22
    
    Share Purchase Agreement between the Company and NAP
de Las Americas  Madrid, S.A. dated July 13, 2002
(previously filed as an exhibit to the Companys
Annual Report on Form 10-K filed June 30, 2003)10.23
    
    Employment Agreement with Jamie Dos Santos dated
November 1, 2002 (previously filed on June 14, 2004,
as an exhibit to this Annual Report on Form 10-K)10.24
    
    Employment Agreement with Marvin Wheeler dated
November 1, 2002 (previously filed on June 14, 2004,
as an exhibit to this Annual Report on Form 10-K)21
    
    Subsidiaries of the Company (previously filed on June
14, 2004, as an exhibit to this Annual Report on Form
10-K)23
    
    Consent of PricewaterhouseCoopers LLP*31.1
    
    Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) and 15d-14(a) (previously filed on
June 14, 2004, as an exhibit to this Annual Report on
Form 10-K)31.2
    
    Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) and 15d-14(a) (previously filed on
June 14, 2004, as an exhibit to this Annual Report on
Form 10-K)32.1
    
    Certification of Chief Executive Officer pursuant to
18 USC. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (previously
filed on June 14, 2004, as an exhibit to this Annual
Report on Form 10-K)32.2
    
    Certification of Chief Financial Officer pursuant to
18 USC. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (previously
filed on June 14, 2004, as an exhibit to this Annual
Report on Form 10-K)
   *
    
    Filed herewith (b) Reports on Form 8-K 5




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Other than Current Reports on Form 8-K under Item 12, which are not deemed to
be filed for purpose of the Securities Exchange Act of 1934, as amended, the Company filed no
Current Reports on Form 8-K during the quarterly period ended March 31, 2004: SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to its Report on Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on March 2, 2005. TERREMARK WORLDWIDE, INC./s/ MANUEL D. MEDINAManuel D. MedinaChairman of the Board, President and Chief Executive Officer
(Principal Executive Officer) /s/ JOSE A. SEGRERAJose A. SegreraChief Financial Officer
(Principal Financial and Accounting Officer) 6