##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
 (Amendment No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31, 2007o

TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number 0-22520
      Terremark Worldwide,
    Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

84-0873124(State or Other Jurisdiction
    of
    Incorporation or Organization)

(IRS Employer
    Identification No.)   2601 S. Bayshore
    Drive, Miami, Florida 33133 (Address
    of Principal Executive Offices, Including Zip
    Code)
  Registrants telephone number, including area code:
 (305) 856-3200
  Securities registered pursuant to Section 12(b) of the
    Act:
  Common Stock, par value $0.001
    per share

NASDAQ Stock Market
    LLC(Title of Class)

(Name of Exchange on Which
    Registered)   Securities registered pursuant to Section 12(g) of the
    Act:
 NONE
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large Accelerated Filer
    o      Accelerated
    Filer þ      
    Non-Accelerated Filer o
  Rule 12b-2 o þ
  The aggregate market value of the registrants common
    stock held by non-affiliates of the registrant on June 30,
    2007 was approximately $376,396,000, based on the closing market
    price of the registrants common stock as reported on the
    Nasdaq Global Market. For purposes of the foregoing computation,
    all executive officers, directors and five percent beneficial
    owners of the registrant are deemed to be affiliates. Such
    determination should not be deemed to be an admission that such
    executive officers, directors or five percent beneficial owners
    are, in fact, affiliates of the registrant.
  The number of shares outstanding of the registrants
    common stock, par value $0.001 per share, as of June 30,
    2007 was 58,355,969.




---



##### 



EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K
  Form 10-K Form 10-K. Form 10-K. Form 10-K/A,
 2




---



##### 



PART III
  ITEM 10.  DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
    Name

Age

Principal PositionManuel D. Medina


54


Chairman of the Board, President
    and Chief Executive OfficerJoseph R. Wright, Jr


69


Vice Chairman of the BoardGuillermo Amore


68


DirectorTimothy Elwes


71


DirectorAntonio S. Fernandez


67


DirectorArthur L. Money


67


DirectorMarvin S. Rosen


65


DirectorMiguel J. Rosenfeld


57


DirectorRodolfo A. Ruiz


58


DirectorJamie Dos Santos


46


Chief Marketing OfficerJohn Neville


48


Senior Vice President  SalesJose A. Segrera


36


Chief Financial OfficerMarvin Wheeler


53


Chief Operations OfficerAdam T. Smith


35


Chief Legal Officer   Manuel D. Medina
  Joseph R. Wright, Jr.
  Guillermo Amore
 3




---



##### 



Timothy Elwes
  Antonio S. Fernandez
  Arthur L. Money
  Marvin S. Rosen
  Miguel J. Rosenfeld
  Rodolfo A. Ruiz
 4




---



##### 



Jamie Dos Santos
  John Neville
  Jose A. Segrera
  Marvin Wheeler
  Adam T. Smith
  CORPORATE
    GOVERNANCE
  The following does not constitute soliciting material and
    should not be deemed filed or incorporated by reference in any
    other filing by us under the Securities Act of 1933 or the
    Securities Exchange Act of 1934.
   5




---



##### 



Code of
    Business Conduct and Ethics
  www.terremark.com
  Compliance
    with Section 16(a) of the Securities Exchange Act of
    1934
      Communications
    Between Stockholders and the Board
    Nominations
    for Directors
     6




---



##### 



1.
    Whether the member of the Board of Directors has any material
    relationship with us, either directly, or as a partner,
    shareholder or officer of an organization that has a
    relationship with us;2.
    Whether the member of the Board of Directors is our current
    employee or was one of our employees within three years
    preceding the date of determination;3.
    Whether the member of the Board of Directors is, or in the three
    years preceding the date of determination has been, affiliated
    with or employed by (i) a present internal or external
    auditor of ours or any affiliate of such auditor, or
    (ii) any former internal or external auditor of ours or any
    affiliate of such auditor, which performed services for us
    within three years preceding the date of determination;4.
    Whether the member of the Board of Directors is, or in the three
    years preceding the date of determination has been, part of an
    interlocking directorate, in which one of our executive officers
    serves on the compensation committee of another company that
    concurrently employs the member as an executive officer;5.
    Whether the member of the Board of Directors receives any
    compensation from us, other than fees or compensation for
    service as a member of the Board of Directors and any committee
    of the Board of Directors and reimbursement for reasonable
    expenses incurred in connection with such service and for
    reasonable educational expenses associated with Board of
    Directors or committee membership matters;6.
    Whether an immediate family member of the member of the Board of
    Directors is one of our current executive officers or was an
    executive officer within three years preceding the date of
    determination;7.
    Whether an immediate family member of the member of the Board of
    Directors is, or in the three years preceding the date of
    determination has been, affiliated with or employed in a
    professional capacity by (i) a present internal or external
    auditor of ours or any of our affiliates, or (ii) any of
    our former internal or external auditors or any affiliate of
    ours which performed services for us within three years
    preceding the date of determination; and8.
    Whether an immediate family member of the member of the Board of
    Directors is, or in the three years preceding the date of
    determination has been, part of an interlocking directorate, in
    which one of our executive officers serves on the compensation
    committee of another company that concurrently employs the
    immediate family member of the member of the Board of Directors
    as an executive officer.   7




---



##### 



BOARD OF
    DIRECTORS COMMITTEES
   Audit
    Committee
 www.terremark.com
 REPORT OF
    THE AUDIT COMMITTEE
 The following Report of the Audit Committee does not
    constitute soliciting material and should not be deemed filed or
    incorporated by reference in any other filing by us under the
    Securities Act of 1933 or the Securities Exchange Act of
    1934.
      8




---



##### 



Form 10-K
  Members
    of the Audit Committee
       Compensation
    Committee
    www.terremark.com
  Compensation
    Committee Interlocks and Insider Participation
       9




---



##### 



ITEM 11.  EXECUTIVE
    COMPENSATION.
  Compensation
    Discussion and Analysis
    U.S.-based
  Compensation
    Program Objectives and Rewards
      
    Base salary and benefits are designed to attract and retain
    employees over time.
    Incentive compensation awards are designed to focus employees on
    the business objectives for a particular year.
    Equity incentive awards, such as stock options and nonvested
    stock, focus executives efforts on the behaviors within
    the recipients control that they believe are designed to
    ensure our long-term success as reflected in increases to our
    stock prices over a period of several years, growth in our
    profitability and other elements.
    Severance and change in control plans are designed to facilitate
    our ability to attract and retain executives as we compete for
    talented employees in a marketplace where such protections are
    commonly offered. The separation benefits described below
    provide benefits to ease an employees transition due to an
    unexpected employment termination by us due to on-going changes
    in our employment needs. The change in control separation
    benefits described below encourages our employees to remain
    focused on our business in the event of rumored or actual
    fundamental corporate changes.  The
    Elements of Terremarks Compensation Program
  Base
    Salary
   10




---



##### 




    evaluation of individual performance and expected future
    contributions;
    a review of survey data to ensure competitive compensation
    against the external market generally defined as the Peer
    Companies; and
    a comparison of the base salaries of the executive officers who
    report directly to the CEO to ensure internal equity.    Incentive
    Compensation Awards
    
    Revenues and
    Earnings before interest, taxes, depreciation and amortization
    (EBITDA).    Actual Results vs Applicable Performance TargetLess than

From 95% to

From 100% toRevenue and EBITDA

95%

100%

105%

Greater than 105%Percentage of Target Bonus Award

No Bonus

50% to 70%

75% to 100%

100% plus percentage above 105%
    with a maximum of 15%       11




---



##### 



Target Goals Based


Target AdjustedAnnual Base


Target


Target


on Actual Results (%)


for ActualNamed Executive Officer

Salary($)


(%)


($)


Revenues


EBITDA*


Results ($)Manuel D. Medina


350,000



75
%


262,500



29.6
%






103,637Jose A. Segrera


200,000



40
%


80,000



15.8
%






31,585Jamie Dos Santos


250,000



















John Neville


200,000



















Marvin Wheeler


200,000



40
%


80,000



15.8
%






31,585Adam T. Smith


185,000



40
%


74,000



15.8
%






29,216     Equity
    Incentive Awards
        No Backdating or Spring Loading:
  Grants of Plan-Based Awards
  Stock
    Ownership Guidelines
   12




---



##### 



Benefits
  U.S.-based
  1 2
  Perquisites
      Separation
    and Change in Control Arrangements
  Potential Payments on
    Termination or Change in Control
  Separation Benefits.
    Potential Payments on Termination or Change in Control
  Change in Control.
 13




---



##### 




    Incentives to remain with us despite uncertainties while a
    transaction is under consideration or pending;
    Assurance of severance and benefits for terminated
    employees; and
    Access to equity components of total compensation after a change
    in control.  Change in Control
  
    Be consistent with current market practice among peers.
    Keep employees relatively whole for a reasonable period but
    avoid creating a windfall.  
    Single trigger vesting ensures that ongoing employees are
    treated the same as terminated employees with respect to
    outstanding equity grants.
    Single trigger vesting provides employees with the same
    opportunities as stockholders, who are free to sell their equity
    at the time of the change in control event and thereby realize
    the value created at the time of the deal.
    The Company that made the original equity grant will no longer
    exist after a change in control and employees should not be
    required to have the fate of their outstanding equity tied to
    the new companys future success.
    Single trigger vesting on performance-contingent equity, in
    particular, is appropriate given the difficulty of replicating
    the underlying performance goals.  
    Support the compelling business need to retain key employees
    during uncertain times.  
    A single trigger on equity vesting can be a powerful retention
    device during change in control discussions, especially for more
    senior executive officers where equity represents a significant
    portion of their total pay package.
    A double trigger on equity provides no certainty of what will
    happen when the transaction closes.  Compensation
    Committee Report
  Form 10-K/A.
 14




---



##### 



Compensation
    Committee Miguel
    J. Rosenfeld
    (Chairperson)
    Antonio S.
    Fernandez          
    Rodolfo A. Ruiz
    Summary
    Compensation Table
    for Fiscal Year End March 31, 2007
  Change inPensionValue andNonqualifiedNon-Equity


DeferredStock


Option


Incentive Plan


Compensation


All OtherSalary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


TotalName and Principal Position

Year


($)(1)


($)


($)(2)


($)(3)


($)(4)


($)


($)(5)


($)Manuel D. Medina


2007



350,000







69,406



82,867



103,637







16,206



622,116Chairman and Chief Executive OfficerJose A. Segrera


2007



200,000







34,703



41,434



31,585







16,824



324,546Executive Vice President and Chief
    Financial OfficerJamie Dos Santos


2007



448,449























25,811



474,260President, Terremark Federal GroupJohn Neville


2007



358,519























17,793



376,312Senior Vice President 
    SalesMarvin Wheeler


2007



200,000







23,789



41,434



31,585







26,810



323,618Chief Operations OfficerAdam T. Smith


2007



185,000







6,344



27,622



29,216







23,921



272,103Chief Legal Officer     (1)
    
    Amounts for Ms. Dos Santos and Mr. Neville include
    sales commissions of $198,449 and $151,268, respectively(2)
    
    Represents the compensation costs of nonvested stock for
    financial reporting purposes for the year under FAS 123(R),
    rather than an amount paid to or realized by the Named Executive
    Officer. See Note 16. Share-Based
    Compensation to the Companys consolidated financial
    statementsset forth in the Companys
    Form 10-K
    for the year ended March 31, 2007 (the
    10-K)
    for the assumptions made in determining FAS 123(R) values. The
    FAS 123(R) value as of the grant date for nonvested stock
    is recognized ratably over the applicable vesting period. The
    shares granted to Mr. Medina and Mr. Segrera are
    subject to stockholder approval. These awards are recorded as
    share-based liabilities in accordance with FAS 123(R) and
    are fair valued on a quarterly basis.(3)
    
    Represents the compensation costs of stock options for financial
    reporting purposes for the year under FAS 123(R), rather than an
    amount paid to or realized by the Named Executive Officer.
    See Note 16. Share-Based Compensation to the
    Companys consolidated financial statementsset forth
    in the 10-K
    for the assumptions made in determining FAS 123(R) values.
    The FAS 123(R) value as of the grant date for options is
    recognized ratably over the applicable vesting period. There can
    be no assurance that the FAS 123(R) amounts will ever by
    realized.(4)
    
    These amounts relate to the compensation cost of the incentive
    compensation awards earned but not paid during the year ended
    March 31, 2007. The awards are payable in cash or nonvested
    stock at the discretion of the Committee. The Committee has yet
    to determine how the incentive compensation awards will be paid. 15




---



##### 



(5)
    
    See All Other Compensation chart below for amounts, which
    include insurance and Company match on employee contributions to
    our 401(k) plan.  All Other
    Compensation for Fiscal Year Ended March 31, 2007
  SavingsPlanCompanyNamed Executive Officer

Insurance(1)($)


Match ($)


TOTAL($)Manuel D. Medina


8,706



7,500



16,206Jose A. Segrera


16,824



-0-



16,824Jamie Dos Santos


18,311



7,500



25,811John Neville


10,293



7,500



17,793Marvin Wheeler


22,810



4,000



26,810Adam T. Smith


16,421



7,500



23,921     (1)
    
    Insurance amounts include payments for medical, dental, vision,
    life and long-term disability.    Grants of
    Plan-Based Awards
    for Fiscal Year End
    March 31, 2007
  Estimated





All Other


All OtherFuture


Estimated


Stock


OptionPayouts


Future


Awards:


Awards:


Exercise





Grant DateUnder Non-


Payouts


Number of


Number of


or Base





Fair ValueEquity


Under Equity


Shares of


Securities


Price of


Closing


of Stock andIncentive


Incentive


Stock or


Underlying


Option


Price on


OptionGrant


Plan Target


Plan Target


Units (#)


Options (#)


Awards($)


Grant Date


Awards($)Name(a)

Date(b)


($)(c)(1)


(#)(d)


(c)(2)


(f)(3)


(g)


($)(h)


(i)(4)Manuel D. Medina


11/27/2006











75,000



150,000



5.57



5.57



1,145,367



103,637























Jose A. Segrera


11/27/2006











37,500



75,000



5.57



5.57



572,684



31,585























Jamie Dos Santos






























John Neville






























Marvin Wheeler


11/27/2006











37,500



75,000



5.57



5.57



572,684



31,585























Adam T. Smith


11/27/2006











10,000



50,000



5.57



5.57



298,239



29,216























     (1)
    
    These amounts relate to the compensation cost of the incentive
    compensation awards earned but not paid during the year ended
    March 31, 2007. The awards are payable in cash or nonvested
    stock at the discretion of the Committee. The Committee has yet
    to determine how the incentive compensation awards will be paid.(2)
    
    Nonvested stock grants are shares of Terremark Common Stock that
    generally vest over three years. Column (e) represents
    grants of nonvested stock made by the Committee to our Named
    Executive Officers on November 27, 2006. These grants vest
    in equal installments beginning on January 1, 2008,
    November 27, 2008 and November 27, 2009. The nonvested
    stock granted to Mr. Medina and Mr. Segrera is subject
    to stockholder approval at the next stockholders meeting.
    These grants have been accounted for as share-based liabilities
    in accordance with FAS 123(R). 16




---



##### 



(3)
    
    Column (f) represents grants of stock options made by the
    Committee to our Named Executive Officers on November 27,
    2006. These grants expire in ten years and vest in equal
    installments beginning on January 1, 2008,
    November 27, 2008 and November 27, 2009.(4)
    
    Column (i) represents the aggregate FAS 123(R) values
    of options and nonvested stock granted during fiscal 2007. The
    per-option FAS 123(R) grant date value was $4.86 each for
    all options. See Note 16. Share-Based
    Compensation to the Companys consolidated financial
    statementsset forth in the
    10-K for the
    assumptions made in determining FAS 123(R) values. There
    can be no assurance that the options will ever be exercised (in
    which case no value will be realized by the executive) or that
    the value on exercise will equal the FAS 123(R) value. 17




---



##### 



Outstanding
    Equity Awards
    at Fiscal Year-End
    March 31, 2007
  Option Awards


Stock AwardsEquityEquity


Incentive PlanEquity














Incentive Plan


Awards:Incentive Plan














Awards:


Market orNumber of


Number of


Awards:














Number of


Payout ofSecurities


Securities


Number of








Number of


Market Value


Unearned


UnearnedUnderlying


Underlying


Securities








Shares or


of Shares or


Shares, Units


Shares, UnitsUnexercised


Options


Underlying








Units That


Units of Stock


or Other


or OtherOptions (#)


(#)


Unexercised


Option


Option


Have Not


That Have Not


Rights That


Rights ThatExercisable


Unexercisable


Unearned


Exercise Price


Expiration


Vested (#)(g)


Vested ($)(h)


Have Not


Have NotName(a)

(b)(1)


(c)(2)


Options(#)(b)


($)(e)(3)


Date(f)


(4)


(5)


Vested (#)(i)


Vested ($)(j)Manuel D. Medina


10,000











31.88



9/21/2010















10,000











6.70



10/18/2011















11,500











6.00



10/18/2014















10,000











6.30



1/21/2015



















150,000







5.57



11/27/2016



































75,000



604,500







































Jose A. Segrera


10,000











33.13



8/31/2010















5,000











15.00



1/15/2011















20,000











6.70



10/18/2011















10,000











5.10



4/1/2012















10,000











3.30



3/31/2013















10,000











6.50



7/9/2014















10,000











6.74



7/14/2015



















75,000







5.57



11/27/2016



































37,500



302,250







































Jamie Dos Santos


15,000











15.00



3/7/2011















20,000











6.70



10/18/2011















27,500











5.10



4/1/2012















20,000











3.30



4/1/2013















10,000











6.50



7/9/2014















10,000











6.74



7/14/2015















John Neville


25,000











6.20



4/18/2015















Marvin Wheeler


5,000











14.00



3/13/2011















500











7.80



8/17/2011















10,000











6.70



10/18/2011















10,000











5.10



4/1/2012















20,000











3.30



3/31/2013















10,000











6.50



7/9/2014















10,000











6.74



7/14/2015



















75,000







5.57



11/27/2016



































37,500



302,250































Adam T. Smith


5,000











7.80



2/2/2014















3,000











6.74



7/14/2015



















50,000







5.57



11/27/2016



































10,000



80,600







































     (1)
    
    Options granted generally vest over three years and become
    exercisable on the first, second and third anniversary of their
    grant and expire on the date shown in column (f), which is the
    day of the tenth anniversary of their grant.(2)
    
    Options granted on November 27, 2006 expire on the date
    shown in column (f), which is the tenth anniversary of their
    grant and vest in equal installments beginning on
    January 1, 2008, November 27, 2008 and
    November 27, 2009.(3)
    
    Option exercise prices are based on the closing price of our
    common stock on the applicable grant date. 18




---



##### 



(4)
    
    These nonvested stock grants vest in equal installments
    beginning on January 1, 2008, November 27, 2008 and
    November 27, 2008. The shares granted to Mr. Medina
    and Mr. Segrera are pending approval by our stockholders.(5)
    
    The market value of these nonvested stock grants is calculated
    using the closing price of our common stock on March 31,
    2007, which was $8.06.    StrikeNamed Executive Officer

Shares


PricesManuel D. Medina


1,000


$
6.30Jose A. Segrera


10,001


$
3.30-6.50Jamie Dos Santos


13,333


$
3.30-6.50John Neville


25,000


$
6.20Marvin Wheeler


13,333


$
3.30-6.50Adam T. Smith


1,667


$
6.5064,334     Potential
    Payments on Termination or Change in Control
    Separation
    Manuel D. Medina:
  Jose A. Segrera:
 19




---



##### 



Jamie Dos Santos:
  John Neville:
  Marvin Wheeler:
  Adam T. Smith:
    
    The assignment to the executive of any duties or
    responsibilities inconsistent in any respect with the
    executives position or a similar position with us or one
    of our subsidiaries or any other action by us which results in a
    substantial and compelling diminution in such position,
    authority, duties or responsibilities, excluding for this
    purpose an isolated, insubstantial and inadvertent action not
    taken in bad faith and which is remedied by us promptly after
    receipt of notice by the executive. 20




---



##### 




    Reducing annual base salary or level of bonus opportunity,
    excluding for this purpose an isolated, insubstantial and
    inadvertent action not taken in bad faith and which is remedied
    by us promptly after receipt of notice by the executive.
    Changing the executives office or location outside of the
    area for which the executive was originally hired to work except
    for travel reasonably required in the performance of the
    executives responsibilities.
    Any good faith determination of good reason made by
    the Committee shall be conclusive.    
    An action or omission of the executive which constitutes a
    willful and material breach of, or failure or refusal (other
    than by reason of disability) to perform his or her duties under
    their respective employment agreement which is not cured within
    fifteen days after receipt by the executive or written notice.
    Fraud, embezzlement, misappropriation of funds or breach of
    trust in connection with his or her services.
    Conviction of a felony or any other crime which involves
    dishonesty or a breach of trust.
    Gross negligence in connection with the performance of the
    executives duties, which is not cured within fifteen days
    after receipt by the executive or written notice.
    Insubordination or other refusal to adhere to our policy or the
    instructions of a superior.
    Negligence by commission or omission that results in injury or
    damage to Terremark.  Change in
    Control
    
    Cash severance pay equal to the sum of two times his or her
    annual base salary and incentive compensation.
    The value of any annual fringe benefits.
    Accrued incentive compensation through the date of termination.    
    Approval by our stockholders of a reorganization, merger,
    consolidation or other form of corporate transaction or series
    of transactions.
    A liquidation or dissolution of Terremark.
    The acquisition of Terremark by any person or group of more than
    30% of either the then outstanding shares of our common stock or
    the combined voting power of our then outstanding voting
    securities entitled to vote generally in the election of
    directors.
    The resignation of Manuel D. Medina as both our Chairman and
    CEO, his death or his absence from our day to day business
    affairs for more than 90 consecutive days due to disability or
    incapacity.    2005
    Executive Compensation Plan and 2000 Directors
    Plan
  
    Upon a change in control, all outstanding stock options and
    nonvested stock will become fully vested.  2000
    Stock Option Plan
  
    To the extent not previously exercised each option shall
    terminate immediately.
    The Committee in its sole discretion may cancel any option that
    remains unexercised on the effective date of the transaction.
    The Committee shall give written notice in order that optionees
    may have a reasonable 21




---



##### 



period of time prior to the closing date of the change in
    control within which to exercise any exercisable options.    Change in
    Control Payment and Benefit
 Estimates as of March 30, 2007
  Accelerated Vesting ofEquity ValueSeverance


Stock


NonvestedNamed Executive Officer

Pay($)


Options ($)


Stock($)


Total($)Manuel D. Medina


700,000



1,080,990



604,500



2,385,490Jose A. Segrera


400,000



540,495



302,250



1,242,745Jamie Dos Santos


500,000











500,000John Neville


400,000











400,000Marvin Wheeler


400,000



540,495



302,250



1,242,745Adam T. Smith


370,000



360,330



80,600



810,930   General
    Assumptions
  
    Change in control date was March 30, 2007
    All executives were terminated on change in control date  Equity-based
    Assumptions
  
    Stock options and nonvested stock vested on March 30, 2007
    Stock options that become vested due to the change in control
    are valued using the Black-Scholes option valuation model, based
    on the following inputs:  
    actual exercise price of each option
    fair value of $8.06 per share
    expected term and volatility numbers based on Note 16.
    Share-Based Compensation to the Companys
    consolidated financial statementsset forth in the
    10-K
    current dividend rate and risk-free rate  
    Using Black-Scholes to determine option values causes value for
    purposes of excise tax purposes even for underwater
    options  that is, options whose exercise price is
    greater than the closing price on the date of the change in
    control  Director
    Compensation
   22




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##### 



Director
    Compensation for Fiscal Year-End
 March 31, 2007
  FeesEarned








Non-Equityor Paid


Stock


Option


Incentive Plan


All Otherin Cash


Awards($)


Awards($)


Compensation


CompensationName(a)

($)(b)


(c)(1)


(d)


($)(e)


($)(f)


Total($)Guillermo Amore






285,015











390,000
(2)


675,015Timothy Elwes






9,515















9,515Antonio S. Fernandez


23,000



9,515















32,515Arthur L. Money






9,515











60,000
(3)


69,515Marvin S. Rosen


2,000



9,515















11,515Miguel J. Rosenfeld


24,000



9,515















33,515Rodolfo A. Ruiz


27,000



9,515















36,515Joseph R. Wright Jr.






9,515











100,000
(4)


109,515     (1)
    
    Represents the compensation costs of nonvested stock for
    financial reporting purposes for fiscal 2007 under
    FAS 123(R), rather than an amount paid to or realized by
    the Director. See Note 16. Share-Based
    Compensation to the Companys consolidated financial
    statementsset forth in the Companys
    Form 10-K
    for the year ended March 31, 2007 (the
    10-K)
    for the assumptions made in determining FAS 123(R)values.
    The FAS 123(R) value as of the grant date for nonvested
    stock is recognized ratably over the applicable vesting period.
    There can be no assurance that the FAS 123(R) amounts will
    ever be realized.On November 27, 2006, the Committee approved the grant of
    5,000 shares of nonvested stock to each director. These
    grants vest in equal installments beginning on January 1,
    2008, November 27, 2008 and November 27, 2009.The amounts for Mr. Amore and Mr. Money include grants
    of 50,000 and 15,000 shares, respectively, of nonvested
    stock made in conjunction with their respective consulting
    agreements with us. See Column (f).As of March 31, 2007, the aggregate number of stock option
    awards outstanding was: Mr. Amore 
    41,500 shares; Mr. Elwes 
    41,500 shares; Mr. Fernandez 
    31,500 shares; Mr. Money  31,500;
    Mr. Rosen  46,000 shares;
    Mr. Rosenfeld  41,500 shares;
    Mr. Ruiz  31,500 shares; and
    Mr. Wright  61,500 shares.(2)
    
    In November 2006, we entered into a consulting agreement with
    Mr. Amore. The agreement, effective October 2006, provides
    for annual compensation of $240,000, payable monthly. In
    conjunction with this agreement, our Board of Directors approved
    the issuance of 50,000 shares of nonvested stock with a
    vesting period of one year. In addition, we paid Mr. Amore
    a $150,000 consulting fee in June 2006 related to services
    provided in connection with NAP development activities.(3)
    
    On June 13, 2006, we entered into an employment letter
    agreement with Mr. Money where he agreed to serve as our
    Director of Government, Military and Homeland Security Affairs.
    The employment letter expired by its terms on January 31,
    2007 but continues in effect unless terminated by us or him on
    48 hours written notice for terminations with cause or on
    90 days written notice for terminations without cause. The
    agreement provides for annual compensation of $60,000, payable
    monthly, and a grant of 15,000 shares of nonvested stock.
    The compensation cost of this award was recognized in the year
    ended March 31, 2006. Mr. Money is not considered an
    officer of Terremark, and the employment letter expressly
    provides that he is not granted the ability to bind us to any
    agreement with a third party or to incur any obligation or
    liability on our behalf.(4)
    
    On September 21, 2001, we entered into a consulting
    agreement with Mr. Wright. The agreement is for a term of
    one year after which it renews automatically for successive one
    year periods. Either party may terminate the agreement by
    providing 90 days notice. The agreement provides for annual
    compensation of $100,000, payable monthly. 23




---



##### 



Directors are compensated for their service as a director as
    shown below:  Schedule
    of Director Fees
    March 31, 2007
  Compensation Item

Amount ($)Annual RetainersAudit Committee Chair


12,000Compensation Committee Chair


8,000Audit Committee Members


9,000Compensation Committee Members


6,000Per meeting fees


1,000     Stock Options.
  StrikeName

Shares


PricesGuillermo Amore


1,000


$
6.30Timothy Elwes


1,000


$
6.30Antonio S. Fernandez


4,000


$
6.30Arthur L. Money


2,000


$
6.30Marvin S. Rosen


4,000


$
6.30Miguel J. Rosenfeld


1,000


$
6.30Rodolfo A. Ruiz


5,000


$
6.30Joseph R. Wright, Jr.


3,000


$
6.3021,000   18-month 18-month 18-month
    Other.
 24




---



##### 



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.      Amount and Nature ofName of Beneficial Owner

Beneficial Ownership


Percent of Class (%)Common Stock:Cyrte Investments GP I BV


9,112,978
(1)


16.2
%Sun Equity Assets


5,402,234
(2)


9.6
%Manuel D. Medina


3,953,371
(3)


7.0
%QVT Financial LP


3,815,400
(4)


5.4
%Joseph R. Wright, Jr.


342,826
(5)


*Guillermo Amore


329,148
(6)


*Miguel J. Rosenfeld


309,876
(7)


*Timothy Elwes


284,000
(8)


*Jose A. Segrera


188,500
(9)


*Marvin Wheeler


183,000
(10)


*Jamie Dos Santos


102,500
(11)


*Antonio S. Fernandez


95,158
(12)


*Adam T. Smith


68,000
(13)


*Arthur L. Money


51,500
(14)


*Marvin S. Rosen


51,000
(15)


*John Neville


49,400
(16)


*Rodolfo A. Ruiz


36,500
(15)


*Series I Preferred
    Stock:CRG, LLC


100
(17)


*Guazapa Properties, Inc.


48
(18)


*GRAT


45
(19)


*Louisa Stude Sarofim


35
(20)


*Promosiones Bursatiles, S.A.


28
(21)


*Palmetto, S.A.


20
(22)


*     *
    
    Represents less than 1%(1)
    
    Based on Amendment No. 7 to Schedule 13D filed by the
    holder with the Securities and Exchange Commission on
    May 2, 2007. Each of Stichting Administratiekantoor Talpa
    Beheer, Talpa Beheer BV, Talpa Capital Holding BV, Cyrte
    Investments BV, Cyrte Fund I CV and Johannes Hendrikus
    Hubert de Mol may be deemed to be beneficial owners, as well as
    share the power to vote and dispose, of the shares directly
    owned by Cyrte Investments GP by virtue of the fact that:
    Stichting owns all of the outstanding capital stock of 25




---



##### 



Talpa; Mr. de Mol is the sole director (bestuurder) of Talpa, an
    entity which has a 55% ownership interest in Talpa Capital
    Holding and is a limited partner of Cyrte Fund; Talpa Capital
    Holding has a 75% ownership interest in Cyrte Investments; Cyrte
    Investments is the manager of the investment portfolio held by
    Cyrte Fund and owns all of the outstanding capital stock of
    Cyrte Investments GP; and Cyrte Investments GP is the general
    partner of Cyrte Fund. Each of Stichting, Talpa, Talpa Capital
    Holding, Cyrte Investments, Cyrte Fund and Mr. de Mol disclaims
    beneficial ownership of such shares for all other purposes. The
    address of the beneficial owner is Flevolaan 41A, 411 KC Naarden
    P.O.Box 5081 The Netherlands(2)
    
    The address of the beneficial owner is Georgetown, Tortola
    B.V.I. Francis Lee is the natural person deemed to be the
    beneficial owner of the shares held by Sun Equity Assets
    Limited. See Shareholders Agreement below.(3)
    
    Includes 191,500 shares of our common stock underlying
    options and 75,000 shares on nonvested stock. Includes
    225,523 shares of our common stock which are held of record
    by Communications Investors Group, an entity in which
    Mr. Medina is a partner and holds a 50% interest. Also
    includes 500,000 shares of our common stock which are held
    of record by MD Medina Investments, LLC, an entity in which
    Mr. Medina is a partner and holds a controlling interest.(4)
    
    QVT Financial LP is the investment manager for QVT Fund LP
    (the Fund), which beneficially owns
    3,215,155 shares of common stock, consisting of
    650,435 shares of our common stock and an additional
    2,564,720 shares of our common stock issuable upon
    conversion of our convertible notes. QVT Financial is also the
    investment manager for a separate discretionary account managed
    for Deutsche Bank AG (the Separate Account), which
    holds 600,245 shares of our common stock, consisting of
    113,765 shares of Common Stock and an additional
    486,480 shares of our common stock issuable upon conversion
    of our convertible notes. QVT Financial has the power to direct
    the vote and disposition of the common stock held by the Fund
    and the Separate Account. Accordingly, QVT Financial may be
    deemed to be the beneficial owner of an aggregate amount of
    3,815,400 shares of our common stock, consisting of the
    shares owned by the Fund and the shares held in the Separate
    Account.QVT Financial GP LLC, as General Partner of QVT Financial, may
    be deemed to beneficially own the same number of shares of our
    common stock reported by QVT Financial. QVT Associates GP LLC,
    as General Partner of the Fund, may be deemed to beneficially
    own the same number of shares of our common stock reported by
    the Fund.Each of QVT Financial and QVT Financial GP LLC disclaim
    beneficial ownership of our shares owned by the Fund and the
    shares held in the Separate Account. QVT Associates GP LLC
    disclaims beneficial ownership of all shares of our common stock
    owned by the Fund, except to the extent of its pecuniary
    interest therein.(5)
    
    Includes 61,500 shares of our common stock underlying
    options and 5,000 shares of nonvested stock. Does not
    include 10,000 shares held in trust for the benefit of
    Mr. Wrights grandchildren and 1,000 shares held
    by his sister with respect to which Mr. Wright disclaims
    ownership.(6)
    
    Includes 41,500 shares underlying options,
    5,000 shares of nonvested stock, 17,500 shares owned
    by Mr. Amores sibling, over which Mr. Amore has
    investment control. Also includes (i) 109,393 shares,
    (ii) 26,667 shares which may be acquired upon the
    conversion of shares of series I preferred convertible
    stock and (iii) 5,600 shares underlying warrants, all
    of which are owned by Margui Family Partners, Ltd. with respect
    to Mr. Amore disclaims beneficial ownership except to the
    extent of his pecuniary interest therein.(7)
    
    Includes 41,500 shares of common stock underlying options,
    5,000 shares of nonvested stock and 123,412 shares
    held indirectly by Mr. Rosenfeld. Does not include
    68,244 shares held by Mr. Rosenfelds children,
    with respect to which Mr. Rosenfeld disclaims beneficial
    ownership.(8)
    
    Includes 41,500 shares of our common stock underlying
    options and 5,000 shares of nonvested stock.(9)
    
    Includes 150,000 shares of our common stock underlying
    options and 37,500 shares of nonvested stock.(10)
    
    Includes 140,5000 shares of our common stock underlying
    options, 37,500 shares of nonvested stock and
    5,000 shares owned by Mr. Wheelers sister.(11)
    
    Includes shares of our common stock underlying options. 26




---



##### 



(12)
    
    Includes 31,500 shares of our common stock underlying
    options, 5,000 shares of nonvested stock, 6,667 shares
    which may be acquired upon conversion of our series I
    preferred convertible stock and 1,400 shares underlying
    warrants.(13)
    
    Includes 58,000 shares of our common stock underlying
    options and 10,000 shares of nonvested stock.(14)
    
    Includes 31,500 shares of our common stock underlying
    options and 5,000 shares of nonvested stock.(15)
    
    Includes shares of our common stock underlying options and
    nonvested stock.(16)
    
    Includes 25,000 shares of our common stock underlying
    options and 3,600 shares owned by Mr. Nevilles
    and his wifes IRA.(17)
    
    Represents 100 shares of series I convertible
    preferred stock which are convertible into, and have voting
    rights equivalent to 333,333 shares of our common stock.
    Christian Altaba is the natural person with voting and
    investment control over the shares.(18)
    
    Represents 48 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 160,000 shares of our common stock. Heinrich
    Adolf Hans Herweg is the natural person with voting and
    investment control over the shares.(19)
    
    Represents 45 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 150,000 shares of our common stock.(20)
    
    Represents 35 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 116,667 shares of our common stock.(21)
    
    Represents 28 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 93,333 shares of our common stock. Roberto
    Solis Monsato is the natural person with voting and investment
    control over the shares.(22)
    
    Represents 20 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 66,667 shares of our common stock. Antonio De
    Roquerey is the natural person with voting and investment
    control over the shares.  Shareholders
    Agreement
  predecessor-in-interest
  Equity
    Compensation Plan Information
    Number of Securities to


Weighted Averagebe Issued Upon Exercise


Exercise Price of


Number of Securitiesof Outstanding Options,


Outstanding


Available for FutureNonvested Stock,


Options, Nonvested


Issuance Under EquityPlan Category

Warrants and Rights


Stock, Warrants and Rights


Compensation PlansEquity compensation plans approved
    by security holders(1)


5,438,315


$
8.76



29,000Equity compensation plans not
    approved by security holders(2)


142,500


$




  27




---



##### 



(1)
    
    Includes options to purchase shares of our common stock and
    other rights under the following stockholder-approved plans: the
    1996 Plan, the 2000 Directors Plan, the 2000 Stock Option
    Plan and the 2005 Executive Compensation Plan.(2)
    
    These securities represent nonvested stock granted to employees
    that are subject to stockholder approval at the next
    stockholders meeting. The amount includes 75,000 and
    37,500 shares granted to Mr. Medina and
    Mr. Segrera, respectively. The remaining balance pertains
    to newly hired employees who are not Named Executive Officers.  ITEM 13.
    Certain
    Relationships and Related Transactions              ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.  PricewaterhouseCoopers
    LLP
   28




---



##### 



Form 10-Q
    Regulation S-K),
  
    In accordance with Section 404 of the Sarbanes-Oxley Act of
    2002, we completed our assessment of the effectiveness of its
    internal control over financial reporting and concluded that our
    internal control over financial reporting was not effective as
    of March 31, 2005 due to material weaknesses in our
    internal control related to (i) the restriction of access
    to key financial applications and data and controls over the
    custody and processing of disbursements and of customer payments
    received by mail, and (ii) the billing function to ensure
    that invoices capture all services delivered to customers and
    that such services are invoiced and revenue is recorded
    accurately and timely, based on criteria established in
    Internal Control  Integrated Frameworkissued
    by the Committee of Sponsoring Organizations of the Treadway
    Commission (COSO). More details on these two material weaknesses
    in internal control over financial reporting and
    managements plans to remediate these weaknesses are
    discussed in Item 9A of our annual report on
    Form 10-K
    (Amendment No. 2), which was filed with the
    U.S. Securities and Exchange Commission on August 17,
    2005, and in Item 4 of our quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2005. In connection
    with the previously described restatement of our consolidated
    financial statements, we determined we would restate our report
    on internal controls over financial reporting as of
    March 31, 2005 to include this additional material weakness.
    On November 9, 2005, the Company filed a Current Report on
    Form 8-K,
    indicating it would restate its Annual Report on
    Form 10-K
    for the year ended March 31, 2005 and its Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended December 31, 2004. In
    connection with this restatement, management determined that the
    following material weakness also existed as of
    September 30, 2005: The Company did not maintain effective
    controls over the accounting for and calculation of earnings per
    share. More details on this restatement and the additional
    material weakness in internal control over financial reporting
    can be found in Item 4.02(a) of the Companys Current
    Report on
    Form 8-K,
    which was filed with the U.S. Securities and Exchange
    Commission on November 9, 2005, and in Item 4 of the
    Companys Form
    10-Q for the
    quarter ended September 30, 2005.
    As further discussed in Item 4 of our quarterly report on
    Form 10-Q
    for the quarter ended December 31, 2004, the failure of
    certain of our internal controls to identify certain adjustments
    that were required to be recorded within our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2004 and the fact that
    certain further adjustments to our calculations of the value of
    embedded derivatives, which necessitated the filing of an
    amendment to our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2004, led our management to
    conclude that a material weakness existed in our
    internal controls with respect to these matters as of
    June 30, 2004.   29




---



##### 



KPMG
    LLP
    Regulation S-K), Regulation S-K).
    Fees and
    Services of Independent Auditors
    2007


2006Audit Fees

$
1.2


$
1.4Audit-Related Fees


0.3



$
1.5


$
1.4   Forms 10-Q.
  Audit
    Committee Approval
   30




---



##### 



SIGNATURES
    TERREMARK WORLDWIDE, INC.
  By:
    /s/  MANUEL
    D. MEDINA   Chairman of the Board, President and
 Chief Executive Officer
 (Principal Executive Officer)
    By:
    /s/  JOSE
    A. SEGRERA    Executive Vice President and
    Chief Financial Officer
    (Principal Financial and Accounting Officer)
      Signature

Title

Date/s/  MANUEL
    D. MEDINAManuel
    D. Medina

Chairman of the Board, President
    and Chief Executive Officer (Principal Executive Officer)

July 30, 2007/s/  GUILLERMO
    AMOREGuillermo
    Amore

Director

July 30, 2007/s/  TIMOTHY
    ELWESTimothy
    Elwes

Director

July 30, 2007/s/  ANTONIO
    S. FERNANDEZAntonio
    S. Fernandez

Director

July 30, 2007/s/  HON.
    ARTHUR L. MONEYHon.
    Arthur L. Money

Director

July 30, 2007/s/  MARVIN
    S. ROSENMarvin
    S. Rosen

Director

July 30, 2007/s/  MIGUEL
    J. ROSENFELDMiguel
    J. Rosenfeld

Director

July 30, 2007/s/  RODOLFO
    A. RUIZRodolfo
    A. Ruiz

Director

July 30, 2007 31




---



##### 



Signature

Title

Date/s/  JOSEPH
    R. WRIGHT, JR.Joseph
    R. Wright, Jr.

Director

July 30, 2007/s/  JOSE
    A. SEGRERAJose
    A. Segrera

Executive Vice President 
    and Chief Financial Officer 
    (Principal Financial and Accounting Officer)

July 30, 2007  32