TERREMARK WORLDWIDE, INC. FORM 10-K/A 3/31/03

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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 [ ]

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. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on September 30, 2002, was approximately $42,505,087, based on the closing market price of the registrant’s common stock ($0.34) 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 25, 2003 was 306,452,865.

Our executive officers, directors and some of our key employees, and their ages as of June 13, 2003, are as follows:

Manuel D. Medina has served as our Chairman of the Board, President and Chief Executive Officer since April 28, 2000, the date of our merger, and as that of Terremark since its founding in 1982. In addition, Mr. Medina is a managing partner of Communications Investors Group, the holder of the Series G preferred stock. Mr. Medina has been a director of Fusion Telecommunications International since December 14, 1998. Before founding Terremark, Mr. Medina, a certified public accountant, worked with PricewaterhouseCoopers LLP. Subsequently, he established and operated an independent financial and real estate consulting company. Mr. Medina earned a Bachelors of Science degree in Accounting from Florida Atlantic University in 1974.

Joseph R. Wright, Jr. has served as our Vice Chairman of the Board since April 28, 2000. Prior to that, Mr. Wright served as Chairman of the Board from May 1995 to April 2000, when Terremark Holdings, Inc. concluded a reverse merger into Amtec Inc., a telecommunications company of which he was Chairman and Chief Executive Officer. Mr. Wright currently is President and Chief Executive Officer of PanAmSat, a global provider of satellite-based communication services. He is also a director of The Titan Corporation. Mr. Wright also served as Chairman of the Board of GRC International, Inc., a United States public company that provides technical information technology support to government and private entities, from 1996 to 2000. He is also Co-Chairman of Baker & Taylor Holdings, Inc., an international book and video distribution company, and Vice Chairman of Jefferson Consulting Group, a Washington D.C. consulting firm. From 1989 to 1994, Mr. Wright served as Executive Vice President, Vice Chairman and Director of W.R. Grace & Co., an international chemicals and health care company, President of Grace Energy Corporation and Chairman of Grace Environmental Company. From 1982 to 1989, Mr. Wright held the positions of Director and Deputy Director of the Office of Management and Budget, The White House, and was a member of President Reagan’s cabinet. Before 1982, he served as Deputy Secretary, United States Department of Commerce, President of Citicorp Retail Services and Retail Consumer Services, held posts in the United States Department of Agriculture and the United States Department of Commerce, and was Vice President and Partner of Booz Allen & Hamilton, a management consulting firm.

Guillermo Amore has served as a member of our board of directors since February 2001. From August 2000 to February 2001, Mr. Amore served as the President and Chief Operating Officer of our wholly-owned subsidiary, Terremark Latin America, Inc., prior to which, he served as Chairman and Chief Executive Officer of Spectrum Telecommunications Corporation until its acquisition. Mr. Amore has nearly 35 years of telecommunications experience, much of it focused on the developing markets of Latin America and the Caribbean. During his tenure at GTE Corporation he built an extensive network of contacts in the region. These contacts served him well in business development and regulatory affairs during his stewardship of Grupo Isacell S.A. of Mexico and of Spectrum Telecommunications. Mr. Amore holds an MBA from Harvard University and a Bachelors degree in Science in Electrical Engineering from Pontificia Universidad Javeriana, Colombia.

Timothy Elwes has served as a member of our board of directors since April 2000. Mr. Elwes has also served as member of the board of directors of Timothy Elwes & Partners Ltd., a financial services company, from May 1978 until October 1994, the business of which was merged into Fidux Trust Co. Ltd. in December 1995. Mr. Elwes is a director of Fidux Trust Co. Ltd. He is also a non-executive director of Partridge Fine Arts plc, a public company since 1989. He has served as a director of Makecater Ltd., a property-developing company, since 1995. Since 1989 he has served as a director of Tagring Ltd., a financial services company.

Fernando Fernandez-Tapias has served as a member of our board of directors since March 31, 2003. Since May 1991, Mr. Fernandez-Tapias has served as the President of Naviera F. Tapias. Mr. Fernandez-Tapias has also served as a board member of Union Fenosa. In addition, Mr. Fernández-Tapias founded Roll-On Roll-Off, Interpuertos, Spain Shipping, Naviera Amura and Naviera Roda. Mr. Fernández-Tapias currently serves as the President of the Cámara Oficial de Comercio e Industria de Madrid (Official Chamber of Commerce and Industry of Madrid). Mr. Fernández-Tapias holds a degree from the Instituto Internacional de Empresas de la Universidad Comercial de Deusto.

Jose Maria Figueres-Olsen has served as a member of our board of directors since October 2000. Mr. Figueres-Olsen is the former President of Costa Rica, serving as the head of state of his native country from 1994 to 1998, during which he made sustainable development the cornerstone of his administration and led his country into the digital economy through the implementation of several IT programs and the attraction of foreign investment including Intel. Since leaving office, President Figueres-Olsen has served as a Director of the Digital Nations Consortium, launched by the MIT Media Lab to develop a new generation of technologies and applications that enable people to design, create, and learn new ways to become more active participants in developing societies. President Figueres-Olsen also serves on the Board of Directors of the World Resources Institute, the World Wildlife Fund, the Stockholm Environment Institute, and Leadership in Environment and Development. President Figueres-Olsen holds a degree in Industrial Engineering from the United States Military Academy at West Point and a Masters degree in Public Administration (Mason Fellow) from the John F. Kennedy School of Government at Harvard University.

Arthur L. Money has served as a member of our board of directors since May 2003. Since September 2002, Mr. Money has been a member of the board of directors of Rainbow Technologies, Inc., a provider of Information Technology security solutions. From 1999 to 2001, Mr. Money was the Assistant Secretary of Defense (C3I) and Department of Defense CIO. Prior to this, Mr. Money served as the Assistant Secretary of the Air Force for Research, Development, and Acquisition, and was Vice President and Deputy General Manager of TRW. From 1989 to 1995, Mr. Money was President of ESL, Inc. He has received distinguished public service awards from the U.S. Department of Defense (Bronze Palm), the U.S. Air Force, and the U.S. Navy. He is currently President of ALM Consulting specializing in command control and communications, intelligence, signal processing, and information processing. Mr. Money received his Master of Science Degree in Mechanical Engineering from the University of Santa Clara and his Bachelor of Science Degree in Mechanical Engineering from San Jose State University.

Marvin S. Rosen has served as a member of our board of directors since April 2000. Mr. Rosen is a co-founder of Fusion Telecommunications International and has served as its Vice Chairman since December 1998. From September 1995 through January 1997, Mr. Rosen served as the Finance Chairman of the Democratic National Committee. Mr. Rosen currently serves on the Board of Directors of the Children’s

Health Fund (New York City), since 1994, the Robert F. Kennedy Memorial, since 1995, Bio-Medical Disposal, Inc., since 1998 and Fusion Telecommunications International, Inc., since 1997, where he has also been Vice-Chairman since December 1998. Mr. Rosen received his Bachelor of Science degree in Commerce from the University of Virginia, his LL.B. from Dickinson School of Law and his LL.M. in Corporations from New York University Law School.

Miguel J. Rosenfeld has served as a member of our board of directors since April 2000. Since November 1991, he has also served as a Senior Vice President of Delia Feallo Productions, Inc., where he has been responsible for the development of soap opera productions in Latin America. From January 1995 until May 1998, he was the Director of Affiliates and Cable for Latin America for Protele, a division of Televisa International LLC. From December 1984 until September 1998, he was a sales manager for Capitalvision International Corporation. Mr. Rosenfeld holds a Bachelors degree in Administration from the University of Buenos Aires which he earned in 1975.

Joel A. Schleicher has served as a member of our board of directors since April 2000. Mr. Schleicher served as Chairman and Chief Executive Officer of Interpath (the predecessor company to USinternetworking prior to merger) from May 2000 to July 2002. He presently serves as consultant and advisor and is a member of the board of directors of several domestic and international companies, both public and private. From June 1998 to January 2000, Mr. Schleicher was the Chief Executive Officer for Expanets, a roll-up of 26 local interconnects into a nationwide provider of networked communications solutions to mid-sized enterprises. From 1989 through 1995, he served as the Chief Operating Officer and President for Nextel Communications, Inc. Mr. Schleicher received a BSB in Accounting from the Carlson School of Management at the University of Minnesota.

Brian K. Goodkind has served as our Executive Vice President and Chief Operating Officer since April 2000. Prior to that, since April 1998, Mr. Goodkind served as the Vice-Chairman, Executive Vice President, and General Counsel to Terremark. In this capacity, Mr. Goodkind oversaw the operations, risk management, systems development, and legal matters for Terremark. Mr. Goodkind has been a member of the Florida Bar since 1982, and was in private practice for 16 years, specializing in commercial litigation, employment law, international transactions and real estate. His experience includes over 11 years, from 1986 to 1998, as one of two founding partners of a seventy-attorney full-service law firm, for which he served as managing partner for over five years. Mr. Goodkind received his Bachelor of Arts degree from the University of Alabama and his J.D. from the University of Florida.

Jose A. Segrera has served as our Senior Vice President and Chief Financial Officer since September 2001. From September 2000 to June 2001, Mr. Segrera served as our Vice President — Finance. From January 2000 to September 2000, Mr. Segrera served as the interim Chief Financial Officer of FirstCom Corporation. From June 1996 to November 1997, Mr. Segrera was a manager in the assurance practice at KPMG Peat Marwick LLP. Mr. Segrera received his Bachelors in Business Administration and his Masters in Professional Accounting from the University of Miami.

Jose E. Gonzalez has served as our Senior Vice President, General Counsel and Secretary since January 2001. Prior to joining Terremark, Mr. Gonzalez served as the Vice President and Regional Counsel for Sunbeam Corporation, responsible for legal affairs throughout Canada, Latin America/ Caribbean and Asia. From 1995 to 1998, Mr. González was Assistant General Counsel, International, responsible for the international legal affairs of Blockbuster Entertainment, a subsidiary of Viacom, Inc. From 1990 to 1995 Mr. González was a member of the General Counsel’s Office of the American Express Company, where he served as Regional Counsel for Latin America and the Caribbean. Mr. González received his Bachelors of Arts degree from Fordham University in 1982 and his Juris Doctor from Fordham University School of Law in 1985. He is a member of the Bar of the State of New York and certified to practice as in-house counsel by the Bar of the State of Florida.

Jamie Dos Santos has served as our Senior Vice President and Chief Marketing Officer since March 2003. From April 2001 to March 2003, Ms. Dos Santos served as Senior Vice President Global Sales. From 1981 to April 2001, Ms. Dos Santos worked with the Bell System. Ms. Dos Santos held various positions during her tenure with Telcordia/ Bell Systems including Director of Professional Services Latin America,

Regional Account Director starting her career as a Business Service Representative prior to divestiture. Ms. Dos Santos attended the University of Florida and Bellcore’s elite Technical training curriculum receiving various degrees in telecommunications.

Sandra B. Gonzalez-Levy has served as our Senior Vice President, Corporate Communications since July 2000. From January 1997 to June 2000, Mrs. Gonzalez-Levy was President and Chief Executive Officer of the Miami-Dade Community College Foundation, Inc. Mrs. Gonzalez-Levy was Group Senior Vice President and Public Relations Director with Barnett Bank, N.A. From 1980 to December 1996, she was with the Greater Miami Chamber of Commerce, most recently as Senior Vice President in charge of the International Economic Development and Hispanic Business Departments. Mrs. Gonzalez-Levy holds a Masters degree of Business Administration from Barry University.

Marvin Wheeler has served as our Senior Vice President, Worldwide Operations since March 2003. From March 2001 to March 2003, Mr. Wheeler served as Senior Vice President of Operations and General Manager of the NAP of the Americas. From June 1978 to March 2000, Mr. Wheeler worked at BellSouth managing Data Center and WAN/ LAN Operations in addition to directing some of the 24/7 operations centers in the Southeast United States. Mr. Wheeler graduated from the University of Florida, where he earned a degree in Business Administration with a concentration in marketing.

Aviva Budd has served as our Senior Vice President since April 2000. Mrs. Budd is responsible for obtaining and managing relationships with financial institutions and other strategic partners. Mrs. Budd has previously been involved with us for over 20 years as counselor and advisor. Mrs. Budd began her career as an attorney in New York City with the firm of Paul Weiss Rifkin Wharton & Garrison. Mrs. Budd received her Bachelor of Science degree from the University of Connecticut, Summa Cum Laude, and her JD from Harvard Law School, Cum Laude.

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of the forms furnished to us and written representations of the reporting persons, we believe that during the fiscal year ended March 31, 2003 all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with, except each of Manuel Medina, Guillermo Amore and Miguel Rosenfeld filed a Form 4 on December 23, 2002 which Form 4 should have been filed no later than May 10, 2002.

The following table presents information concerning compensation for the chief executive officer and our three most highly compensated executive officers for services in all capacities during the fiscal years indicated. We collectively refer to our chief executive officer and our three most highly compensated executive officers as

the “named executive officers.” No other compensation was received by our named executive officers during the last 3 fiscal years.

The following table sets forth information concerning grants of stock options made during the fiscal year ended March 31, 2003 to our named executive officers. No stock appreciation rights were granted during the fiscal year ended March 31, 2003.


(1)	These amounts are based on assumed appreciation rates of 5% and 10% set by the Securities and Exchange Commission rules and are not intended to forecast possible future appreciation, if any, of our stock price.
(2)	The options became fully exercisable on July 22, 2003.
(3)	The options become exercisable in accordance with the following vesting schedule: one-third of the shares vests as of the first anniversary of the date of grant, one-third vests as of the second anniversary of the date of grant, and one-third vests as of the third anniversary of the date of grant.

Aggregated Options Exercises In Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth information regarding option exercises by our named executive officers during the fiscal year ended March 31, 2003 and options they held on March 31, 2003. No stock appreciation rights were granted during the fiscal year ended March 31, 2003.


(1)	Based on a per share price of $0.36, the closing price of the common stock as reported on the American Stock Exchange on March 31, 2003, minus the exercise price of the option, multiplied by the number of shares underlying the option.

We maintain a policy of compensating our directors using stock option grants. Upon their election as a member of our board of directors, each of our directors received 100,000 stock options. Our employee directors receive the same compensation as our non-employee directors. The options granted to our directors vest as follows: options to purchase one-third of the shares vest as of the date of grant, one-third vests as of the first anniversary of the date of grant, and one-third vests as of the second anniversary of the date of grant. We reimburse our directors for all out-of-pocket expenses incurred in the performance of their duties as directors. We currently do not pay fees to our directors for attendance at meetings.

We entered into an agreement with Joseph Wright, Jr., one of our directors, commencing September 21, 2001, engaging Mr. Wright as an independent consultant. 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 an annual compensation of $100,000, payable monthly.

Manuel D. Medina entered into a one year agreement, commencing March 10, 2000, employing him as our President and Chairman of the Board. On September 6, 2001, in consideration of Mr. Medina agreeing to repay his indebtedness to Ocean Bank earlier than otherwise required, pledging a certificate of deposit to the bank and personally guaranteeing our credit facility and approximately $21 million of construction payables, Mr. Medina’s employment agreement was amended and restated. The term of the amended and restated agreement commenced April 28, 2001 and employs Mr. Medina as our President, Chief Executive Officer and Chairman of the Board. The amended and restated agreement is for a term of twelve months and automatically renews for successive one year terms until either party gives written notice of its intention not to renew. The amended and restated agreement provides for an annual base salary of $350,000 and is subject to increases. Additionally, as long as Mr. Medina’s guarantees of our debt exist, we have agreed to nominate Mr. Medina to our Board of Directors and not remove Mr. Medina, unless for good cause, or remove any of our officers from their positions without Mr. Medina’s consent. Pursuant to the terms of his agreement, Mr. Medina is prohibited from competing with Terremark for a one year period following termination of his employment with Terremark.

Brian K. Goodkind has entered into an agreement, commencing March 3, 2003, employing him as our Executive Vice President. The agreement is for an indefinite term until either party gives written notice of its intention not to terminate. The agreement provides for an annual base salary of $250,000 and is subject to increases. Pursuant to the terms of his agreement, Mr. Goodkind is prohibited from competing with Terremark for a one year period following termination of his employment with Terremark.

Jose E. Gonzalez has entered into an agreement, commencing March 3, 2003, employing him as our Senior Vice President and General Counsel. The agreement is for an indefinite term until either party gives written notice of its intention not to terminate. The agreement provides for an annual base salary of $185,000 and is subject to increases. Pursuant to the terms of his agreement, Mr. Gonzalez is prohibited from competing with Terremark for a one year period following termination of his employment with Terremark.

Jose A. Segrera has entered into a one year employment agreement, commencing September 25, 2001, employing him as our Chief Financial Officer. The agreement automatically renews for successive one year terms until either party gives written notice of its intention not to renew. In June 2001, Mr. Segrera’s title was changed to Senior Vice President and Chief Financial Officer. The agreement provides for an annual base salary of $150,000 and is subject to increases. Pursuant to the terms of his agreement, Mr. Segrera is prohibited from competing with Terremark for a one year period following termination of his employment with Terremark.

If either of Manuel D. Medina or Jose A. Segrera is terminated without cause, each is entitled to continue to receive his annual base salary through the date his employment would have ended under the terms of his agreement, but in no event for more than six months, and certain other benefits.

If either of Brian K. Goodkind or Jose E. Gonzalez is terminated without cause, each is entitled to continue to receive his annual base salary and certain other benefits for a period of six months from the date of termination.

If the employment of any of either Manuel D. Medina, Brian K. Goodkind, Jose E. Gonzalez or Jose A. Segrera is terminated within one year of a change in control of the Company, each is entitled to continue to receive a payment equal to the sum of two times his annual base salary, incentive compensation, and the value of any fringe benefits plus any accrued incentive compensation through the date of termination and certain other benefits. The definition of a “change in control” in the applicable employment agreements includes the resignation of Manuel D. Medina as both our Chairman and Chief Executive Officer, his death, or his absence from the day to day business affairs of the Company for more than 90 consecutive days due to disability or incapacity.

The following directors served as members of the compensation committee during the 2003 fiscal year: Timothy Elwes, Miguel J. Rosenfeld and Kenneth I. Starr. None of the members of the compensation committee was, at any time either during or before such fiscal year, an employee of ours or any of our subsidiaries.

The following table sets forth information regarding the beneficial ownership of shares of our voting stock as of June 13, 2003 by:


	•	each director;

	•	each of our named executive officers;

	•	each person that is known by us to beneficially own more than 5% of the outstanding shares of our voting stock; and

	•	all of our directors and named executive officers as a group.

As of June 13, 2003, we had 306,410,198 shares of our common stock outstanding, 20 shares of Series G Convertible Preferred Stock outstanding and 294 shares of Series H Convertible Preferred Stock outstanding. The outstanding shares of Series G and Series H Convertible Preferred Stock, as of June 13, 2003, were convertible into, and had voting rights equivalent to, 2,036,825 and 294,000 shares of our common stock, respectively.

For purposes of the following table, a person is deemed to be the beneficial owner of securities that can be acquired by the person within 60 days from June 13, 2003 upon the exercise of warrants or options or upon the conversion of debentures or preferred shares. Each beneficial owner’s percentage is determined by assuming that options or warrants that are held by the person, but not those held by any other person, and which are exercisable within 60 days from June 13, 2003, have been exercised. Unless otherwise indicated, we believe that all persons named in this table have sole voting power and investment power over all the shares beneficially owned by them. Unless otherwise indicated, the address of each person listed in the following table is 2601 South Bayshore Drive, Miami, Florida 33133.


	*	Less than one percent.


(1)	For purposes of this table, beneficial ownership is computed pursuant to Rule 13d-3 under the Exchange Act; the inclusion of shares as beneficially owned should not be construed as an admission that such shares are beneficially owned for purposes of the Exchange Act. Under the rules of the Securities and Exchange Commission, a person is deemed to be a “beneficial owner” of a security he or she has or shares the power to vote or direct the voting of such security or the power to dispose of or direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security.
(2)	Includes 200,000 shares of common stock underlying options and 889,277 shares of common stock underlying convertible debentures. As reported in Mr. Medina’s Schedule 13D, and any amendments thereto, filed with the Securities and Exchange Commission on October 4, 2002, these include 7,021,682 shares as to which Mr. Medina has sole voting power but does not have dispositive power. Includes shares of common stock which may be acquired upon conversion of the Series G Preferred Stock held by Communications Investors Group, an entity in which Mr. Medina is a partner and holds a 50% interest.
(3)	Includes 3,400,000 shares of common stock underlying options and 10,000 shares owned by Mr. Wright’s sibling, over which Mr. Wright has investment control. Does not include 50,000 shares held in trust for the benefit of Mr. Wright’s grandchildren, with respect to which Mr. Wright disclaims beneficial ownership.


(4)	Includes 167,000 shares of common stock underlying options, 1,131,807 shares of common stock underlying convertible debentures, and 10,000 shares owned by Mr. Amore’s sibling, over which Mr. Amore has investment control. Also includes 610,909 shares of common stock held by a trust, with respect to which Mr. Amore disclaims beneficial ownership except to the extent of his pecuniary interest therein. Does not include 1,745,550 shares held in a trust for the benefit of Mr. Amore’s grandchildren, with respect to which Mr. Amore disclaims beneficial ownership.
(5)	Includes 200,000 shares of common stock underlying options and 1,137,208 shares held indirectly by Mr. Rosenfeld. Does not include 58,105 shares held by Mr. Rosenfeld’s children and mother, with respect to which Mr. Rosenfeld disclaims beneficial ownership.
(6)	Includes 245,000 shares of common stock underlying options and 205,810 shares underlying convertible debentures.
(7)	Includes 288,334 shares of common stock underlying options.
(8)	Includes 200,000 shares of common stock underlying options.
(9)	Includes 240,000 shares of common stock underlying options.


(10)	Includes 200,001 shares of common stock underlying options.
(11)	Includes 191,667 shares of common stock underlying options.
(12)	Includes 34,000 shares of common stock underlying options.
(13)	As reported in CRG, LLC’s Schedule 13D, and any amendments thereto, filed with the Securities and Exchange Commission on May 9, 2003. Christian Altaba is the manager and sole member of CRG, LLC. Christian Altaba is deemed the beneficial owner of the shares held by CRG, LLC.
(14)	The address of the beneficial owner is 780 N.W. 42nd Avenue, Miami, Florida 33126.
(15)	The address of the beneficial owner is P.O. Box N-65, Charlotte House, Charlotte Street, Nassau, Bahamas. Francis Lee is the natural person deemed to be the beneficial owner of the shares held by this entity.
(16)	Represents 20 shares of Series G Convertible Preferred Stock which are convertible into 2,036,825 shares of common stock. The partners of Communications Investors Group are Manuel D. Medina and Andres Altaba, each of whom has a 50% interest.
(17)	Represents 294 shares of Series H Convertible Preferred Stock which are convertible into 294,000 shares of common stock. Jose Navalon is the natural person with voting and investment control over the shares.

This table summarizes share and exercise price information about our equity compensation plans as of March 31, 2003.

Some of our options to purchase common stock have been issued outside of our stock option plans and have not been approved by our shareholders. On October 19, 2001, our board of directors approved the grant of options to purchase 100,000 shares of our common stock at $0.67 per share to each of the then nine members of our board of directors. All of the options immediately vested and are exercisable. The options expire on October 19, 2011.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 24th day of December 2003.


	By:	/s/ MANUEL D. MEDINA



	Manuel D. Medina, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)


	By:	/s/ JOSÉ A. SEGRERA



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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:


Common Stock, par value $0.001 per share		American Stock Exchange
(Title of Class)		(Name of Exchange on Which Registered)


PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
SIGNATURES
CEO CERTIFICATION PURSUANT SECTION 302
CFO CERTIFICATION PURSUANT SECTION 302


			Page No.

PART III				34
	ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT		34
	ITEM 11.	EXECUTIVE COMPENSATION		37
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		40
SIGNATURES				47



	Annual		Long Term
	Compensation		Compensation Awards

Name and	Fiscal	Salary	Options/
Principal Position	Year	($)	SARS (#)

Manuel D. Medina Chairman of the Board, President & Chief Executive Officer	2003 2002 2001	350,000 350,000 350,000		— 100,000 100,000
Brian K. Goodkind Executive Vice President & Chief Operating Officer	2003 2002 2001	250,000 250,000 250,000		115,000 150,000 150,000
Jose A. Segrera Executive Vice President & Chief Financial Officer	2003 2002 2001	170,000 170,000 150,000		100,000 200,000 150,000
Jose E. Gonzalez Senior Vice President & General Counsel	2003 2002 2001	185,000 175,000 175,000		75,000 200,000 150,000



											Potential Realizable
											Value At Assumed
											Annual Rates Of
											Stock Price
											Appreciation For
Individual Grants											Option Term(1)

	Number of			Percent of Total
	Securities			Options Granted			Exercise
	Underlying Options			to Employees in			Price		Expiration
Name	Granted (#)			Fiscal Year			($/Sh)		Date		5% ($)		10% ($)

Manuel D. Medina		—			—			—		—		—		—
Brian K. Goodkind		115,000	(2)		4.9	%		0.51		04/2/12		36,885		93,473
Jose A. Segrera		100,000	(3)		4.3	%		0.51		04/2/12		32,074		81,281
Jose E. Gonzalez		75,000	(3)		3.2	%		0.51		04/2/12		24,055		60,961

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[X]	Annual report pursuant to Section 13 or 15(d) of the Securities


[ ]	Transition report pursuant to Section 13 or 15(d) of the Securities


Delaware (State or Other Jurisdiction of Incorporation or Organization)		52-1981922 (I.R.S. Employer Identification No.)


ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


Name		Age		Principal Position

Manuel D. Medina			50	Chairman of the Board, President and Chief Executive Officer
Joseph R. Wright, Jr.			64	Vice Chairman of the Board
Guillermo Amore			65	Director
Timothy Elwes			67	Director
Fernando Fernandez-Tapias			64	Director
Jose Maria Figueres-Olsen			48	Director
Arthur L. Money			63	Director
Marvin S. Rosen			61	Director
Miguel J. Rosenfeld			53	Director
Joel A. Schleicher			50	Director
Brian K. Goodkind			45	Executive Vice President and Chief Operating Officer
Jose A. Segrera			32	Senior Vice President and Chief Financial Officer
Jose E. Gonzalez			42	Senior Vice President, General Counsel and Secretary
Key Employees
	Jamie Dos Santos		41	Senior Vice President and Chief Marketing Officer
	Sandra B. Gonzalez-Levy		53	Senior Vice President, Corporate Communications
	Marvin Wheeler		48	Senior Vice President, Worldwide Operations
	Aviva Budd		63	Senior Vice President



					Number of Securities				Value of Unexercised
					Underlying Unexercised				In-the-Money Options
	Shares				Options at Fiscal Year End				at Fiscal Year End(1)
	Acquired on		Value
Name	Exercise		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable

Manuel D. Medina		—		—		200,000		—		—		—
Brian K. Goodkind		—		—		288,334		326,666		—		—
Jose A. Segrera		—		—		200,001		349,999		—		—
Jose E. Gonzalez		—		—		191,667		283,333		—		—


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


	Amount and Nature of			Percent of
Name of Beneficial Owner	Beneficial Ownership(1)			Class

Common Stock:
Manuel D. Medina		44,598,615	(2)		13.8
Joseph R. Wright, Jr.		4,738,459	(3)		1.5
Guillermo Amore		3,781,034	(4)		1.2
Miguel J. Rosenfeld		2,586,855	(5)		*
Marvin S. Rosen		1,362,150	(6)		*
Brian K. Goodkind		492,538	(7)		*
Jose Maria Figueres-Olsen		300,000	(8)		*
Joel Schleicher		240,000	(9)		*
Jose A. Segrera		200,001	(10)		*
Timothy Elwes		200,000	(8)		*
Jose E. Gonzalez		196,167	(11)		*
Fernando Fernandez-Tapias		34,000	(12)		*
Arthur L. Money		34,000	(12)		*
CRG, LLC		28,133,334	(13)		9.2
Ocean Bank		20,000,000	(14)		6.5
Vistagreen Holdings (Bahamas) Ltd.		29,909,128	(15)		9.8
Paradise Stream (Delaware) LLC		25,000,000	(15)		8.2
All directors and executive officers as a group (14 persons)		56,726,994			18.1
Series G Preferred Stock:
Communications Investors Group		2,036,825	(16)		*
Series H Preferred Stock:
One Vision Worldwide, LLC		294,000	(17)		*


Signature	Title	Date

/s/ MANUEL D. MEDINA Manuel D. Medina	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	December 24, 2003

/s/ GUILLERMO AMORE Guillermo Amore	Director	December 24, 2003

/s/ TIMOTHY ELWES Timothy Elwes	Director	December 24, 2003

Fernando Fernandez-Tapias	Director

/s/ JOSÉ MARIA FIGUERES-OLSEN José Maria Figueres-Olsen	Director	December 24, 2003

/s/ HON. ARTHUR L. MONEY Hon. Arthur L. Money	Director	December 24, 2003

/s/ MARVIN S. ROSEN Marvin S. Rosen	Director	December 24, 2003

/s/ MIGUEL J. ROSENFELD Miguel J. Rosenfeld	Director	December 24, 2003

/s/ JOEL A. SCHLEICHER Joel A. Schleicher	Director	December 24, 2003

/s/ JOSEPH R. WRIGHT, JR. Joseph R. Wright, Jr.	Director	December 24, 2003

/s/ JOSÉ A. SEGRERA José A. Segrera	Executive Vice President and Chief Financial Officer (Principal Accounting Officer)	December 24, 2003