8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (date of earliest event reported): June 15, 2005

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	84-0873124
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2601 S. Bayshore Drive
Miami, Florida 33133

(Address of principal executive office)

Registrant’s telephone number, including area code: (305) 856-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Index to Exhibits
PRESS RELEASE

Item 2.02 Results of Operations and Financial Condition.

Late Filing of 10-K and Internal Control Deficiencies

     On June 15, 2005, Terremark Worldwide, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 indicating that the Company would be late in filing its annual report on Form 10-K and issued the press release, attached hereto as Exhibit 99.1. The press release sets forth certain preliminary results for the year and quarter ended March 31, 2005 which the Company anticipates reporting in its Form 10-K. The press release also reports that in connection with management’s assessment of the Company’s internal controls over financial reporting, which is not complete as of the date of this Current Report on Form 8-K, management has identified numerous internal control deficiencies and is in the process of evaluating the significance of the control deficiencies identified to date that existed at March 31, 2005. The Company’s management has not, at present, concluded whether any material weaknesses existed in its internal control over financial reporting as of March 31, 2005. However, as management completes its assessment of internal control over financial reporting, it may conclude that certain of the control deficiencies identified, individually or in the aggregate, constitute a material weakness. If a material weakness existed as of March 31, 2005, management will be required to conclude, and report in its 2005 Form 10-K, that the internal controls over financial reporting were not effective at March 31, 2005. In such event the Company anticipates that its independent registered public accounting firm would issue an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of March 31, 2005.

     The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

Late Filing of 10-K and Internal Control Deficiencies

     On June 15, 2005, the Company filed a Notification of Late Filing on Form 12b-25 indicating that the Company would be late in filing its annual report on Form 10-K and issued the press release, attached hereto as Exhibit 99.1. The press release sets forth certain preliminary results for the year and quarter ended March 31, 2005 which the Company anticipates reporting in its Form 10-K. The press release also reports that in connection with management’s assessment of the Company’s internal controls over financial reporting, which is not complete as of the date of this Current Report on Form 8-K, management has identified numerous internal control deficiencies and is in the process of evaluating the significance of the control deficiencies identified to date that existed at March 31, 2005. The Company’s management has not, at present, concluded whether any material weaknesses existed in its internal control over financial reporting as of March 31, 2005. However, as management completes its assessment of internal control over financial reporting, it may conclude that certain of the control deficiencies identified, individually or in the aggregate, constitute a material weakness. If a material weakness existed as of March 31, 2005, management will be required to conclude, and report in its 2005 Form 10-K, that the internal controls over financial reporting were not effective at March 31, 2005. In such event the Company anticipates that its independent registered public accounting firm would issue an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of March 31, 2005.

Item 9.01 Financial Statements and Exhibits

     (a) Financial Statements of Businesses Acquired

     Not Applicable.

     (b) Pro Forma Financial Information

     Not Applicable.

     (c) Exhibits

Exhibit
No.		Document
	99.1	Press Release dated June 15, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TERREMARK WORLDWIDE, INC.
Dated: June 15, 2005	By:	/s/ Manuel D. Medina
		Manuel D. Medina
		Chairman, President and Chief Executive Officer

Index to Exhibits

Exhibit No.		Exhibit Title
	99.1	Press Release dated June 15, 2005.

EX-99.1

CPO For Immediate Release

Terremark Announces Preliminary Results for Year Ended
March 31, 2005 and 10-K Filing Date

MIAMI, FL., June 15, 2005- Terremark Worldwide, Inc. (AMEX:TWW) today announced that it has filed, as provided for under SEC regulations, Form 12b-25 to allow an additional 15 days for the Company to complete its Annual Report on Form 10-K, including the necessary assessment processes required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules and regulations.

The Company currently estimates that it will report the following results for the year and quarter ended March 31, 2005 ($’s in millions):

	Year			Quarter
Revenue	$	48		$	13
Loss from operations	$	(14	)	$	(2	)
EBITDA (loss), as adjusted*	$	(8	)	$	0
Net loss	$	(10	)	$	(7	)

These preliminary results for revenue and EBITDA loss, as adjusted* are within the range of financial guidance previously issued by the company.

*EBITDA loss as adjusted is defined as loss from operations less depreciation, amortization and stock based compensation. Depreciation and amortization is estimated at $6 million and $2 million for the year and quarter ended March 31, 2005. As discussed below, given that the Company has not yet completed the preparation of its financials statements, the above estimates are subject to change.

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The Company expects to file the 10-K on, or before, June 29, and will hold a conference call on Thursday, June 30, 2005 at 11:00 a.m. (EDT). The Company will discuss results for the year ended March 31, 2005 and its outlook for the 2006 fiscal year. Details on call-in information will be forthcoming.

Terremark is currently finalizing its financial statements and related disclosures for inclusion in the Company’s Annual Report on Form 10-K for the year ended March 31, 2005 and the required assessment of its internal control over financial reporting as of March 31, 2005, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Terremark has dedicated significant resources to the completion of its financial statements and assessment of its internal control over financial reporting and has made substantial progress. Despite this, there have been delays in completing the 404 assessment process, the financial statements and related Form 10-K filing, primarily attributable to the complex nature of the new requirements under Section 404 of the Sarbanes-Oxley Act and the resource constraints created by such requirements. Terremark continues to dedicate significant resources to the completion of its internal control assessment and the preparation of its financial statements, and currently anticipates filing the Form 10-K on or before the extended deadline of June 29, 2005, but may be unable to do so.

In connection with management’s assessment of its internal control over financial reporting, which is not complete, management has identified numerous internal control deficiencies and is in the process of evaluating the significance of the control deficiencies identified to date that existed at March 31, 2005. Terremark’s management has not, at present, concluded whether any material weaknesses existed in its internal control over financial reporting as of March 31, 2005. However, as management completes its assessment of internal control over financial reporting, it may conclude that certain of the control deficiencies identified, individually or in the aggregate, constitute a material weakness. If a material weakness existed as of March 31, 2005, management will be required to conclude, and report in its 2005 Form 10-K, that the internal controls over financial reporting were not effective at March 31, 2005. In such event, Terremark anticipates that its independent registered public accounting firm would issue an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of March 31, 2005.

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About Terremark Worldwide, Inc.:

Terremark Worldwide, Inc. (AMEX:TWW) operates Internet exchange points from which it provides colocation, interconnection and managed services to the government and commercial sectors. The company’s Internet exchange point facilities, or IXs, are strategically located in Miami, Florida; Santa Clara, California; Madrid, Spain and Sao Paulo, Brazil and allow networks to interconnect and exchange Internet and telecommunications traffic. Terremark’s flagship facility, the NAP of the Americas, in Miami, Florida was designed and built to disaster-resistant standards with maximum security to house mission-critical systems infrastructure. The company’s secure presence in Miami, a key gateway to North American, Latin America and European telecommunications networks, has enabled it to establish customer relationships with U.S. Federal government agencies, including the Department of State and the Department of Defense. Terremark is headquartered at 2601 S. Bayshore Drive, 9^th Floor, Miami Florida USA, (305) 856-3200. More information about Terremark Worldwide Inc. can be found at www.terremark.com

Statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terremark’s actual results may differ materially from those set forth in the forward-looking statements due to a number of risks, uncertainties and other factors, as discussed in Terremark’s filings with the SEC, including those factors, risks and uncertainties identified in the “Risk Factors” section of the company’s most recent registration statement on Form S-1/A, as filed with the Securities and Exchange Commission on April 13, 2004. These factors include, without limitation, Terremark’s ability to obtain funding for its business plans, uncertainty in the demand for Terremark’s services or products and Terremark’s ability to manage its growth. Terremark undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

For more information contact:

Terremark Worldwide, Inc.
Sandra B. Gonzalez-Levy
305-860-7829
sgonzalez-levy@terremark.com

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