TERREMARK WORLDWIDE INC, 424B3, 2000-09-20

TERREMARK WORLDWIDE INC
424B3, 2000-09-20
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-37060

PROSPECTUS

TERREMARK WORLDWIDE, INC.

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

161,262,179 SHARES OF
COMMON STOCK

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The selling securityholders named on page 14 may offer for sale up to
161,262,179 shares of our common stock.

We will not receive any proceeds from the sale of the shares offered.

Our common stock is listed on the American Stock Exchange under the symbol
"TWW." On August 31, 2000, the closing price of the common stock was $3.3125 per
share.

These securities involve a high degree of risk. See "Risk Factors"
beginning on page 3 of this prospectus.

The selling securityholders may sell, directly or through one or more
underwriters, brokers, dealers or agents in one or more transactions in the
market, all or a portion of the securities offered. Any underwriters, brokers,
dealers or agents may receive compensation in the form of discounts, concessions
or commissions from the selling securityholders or commissions from purchasers
of shares for whom they may act as agent. This compensation may be in excess of
those customary in the types of transactions involved. See "Plan of
Distribution."

This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this Prospectus is September 20, 2000.
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TABLE OF CONTENTS

<TABLE>
<S> <C>
Cautionary Note Regarding Forward-Looking Statements........ i
Prospectus Summary.......................................... 1
Risk Factors................................................ 3
Use of Proceeds............................................. 12
Selling Stockholders........................................ 13
Plan of Distribution........................................ 15
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 18
Legal Matters............................................... 25
Experts..................................................... 25
Where You Can Obtain Additional Information................. 25
Incorporation by Reference.................................. 26
</TABLE>

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain "forward-looking statements" based on our
current expectations, assumptions, and estimates about us and our industry.
These forward-looking statements involve risks and uncertainties. Words such as
"believe," "anticipate," "estimate," "expect," "intend," "plan," "will," "may,"
and other similar expressions identify forward-looking statements. In addition,
any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking
statements. Our actual results could differ materially from those anticipated in
such forward-looking statements as a result of several factors more fully
described in "Risk Factors" and elsewhere in this prospectus. The
forward-looking statements made in this prospectus relate only to events as of
the date on which the statements are made. We undertake no obligation to update
publicly any forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.

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PROSPECTUS SUMMARY

THE COMPANY

We are a company that provides telecom services, telecom facilities
management and real estate services. We were founded in 1982. On April 28, 2000,
our predecessor, Terremark Holdings, Inc., completed a reverse merger with
AmTec, Inc., a public company. Through an equity investment and other alliances,
we provide long distance international telecommunication services, including
telephony and data, to Asia and develop Internet Protocol (IP) fax services in
Hong Kong, Guangdong Province of the People's Republic of China and Taiwan. We
have combined our expertise in telecommunications and real estate operations by
developing and managing facilities used by large telecommunications companies
and internet service providers to house equipment and operate their businesses.
Through our 80% owned subsidiary, ColoConnection, Inc., we plan to lease certain
space within these and other telecommunications facilities for build-out and
sub-leasing to smaller carriers, internet service providers and web hosting
companies.

Our traditional commercial and mixed use development activities include
concept development, acquisition of land, project design, equity and financing
arrangement, construction, sales and leasing. Under various service agreements,
we currently manage commercial and residential property. Management activities
include operations, maintenance, leasing and brokerage services. We also develop
and sell condominium hotel units under our Fortune House concept. Fortune House
allows owners of condominium units to participate in a hotel-style rental
program while not in residence.

In connection with the merger between Terremark Holdings and AmTec, we
issued 78,539,830 shares of our common stock to Terremark Holdings shareholders.
Vistagreen Holdings (Bahamas), Ltd., Paradise Stream (Bahamas) Limited and
Moraine Investments, Inc., which we refer to in this document as the Vistagreen
Group, purchased for $28,122,925.51, at the time of the merger, 68,722,349
shares of our common stock. This amount represented the proceeds from our sale
of Terremark Centre, an office building in Miami, Florida and subsequent payment
of the promissory notes we issued to the Vistagreen Group for our purchase of
the building.

RECENT DEVELOPMENTS

On May 31, 2000, we acquired Telecom Routing Exchange Developers, Inc.,
known as "T-Rex Developers", a facilities provider to the telecommunications
industry. T-Rex Developers develops new facilities and converts existing
properties for use as Telecom Routing Exchanges. These facilities are used by
telecommunications companies to house their switches and provide leaseable space
for internet service providers, content providers, co-location companies and
other similar tenants. As part of the acquisition, we issued 8,000,000 shares of
our common stock to the founders of T-Rex Developers, Thomas M. Mulroy and
Clifford J. Preminger and their affiliates.

On June 22, 2000, we acquired Post Shell Technology Contractors, Inc., a 17
year old Miami company with experience as a general contractor for complex
construction, including telecommunications facilities. In connection with the
acquisition, we issued 3,000,000 shares of our common stock to Post Shell
shareholders.

On August 9, 2000, we acquired 80% of the shares of Spectrum
Telecommunications Corp., a privately held, Miami-based provider of
telecommunications services with operations in Brazil, Chile and Peru. We have
an option, until February 2002, to acquire the remaining 20% of its shares.
Using Spectrum's existing operations and network of personnel, in-country
partners, equipment and customers in Latin America, we intend to build a
telecommunications company which provides telecommunications services and
infrastructure throughout Latin America. In Latin America, we plan to provide
facilities, networking, voice over internet protocol and other value-added
services to corporate and business customers, internet service providers and
other carriers. In connection with the acquisition, we issued 3,000,000 shares
of our common stock to Spectrum shareholders.

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IXS.NET, which was convertible into 25% of its equity. In connection with the
acquisition, we issued 412,500 shares of our common stock to IXS.NET
shareholders.

The shares being registered consist of:

- 78,539,830 shares of common stock which we issued to Terremark Holdings
shareholders in connection with the merger;

- 68,722,349 shares of common stock which we issued in connection with our
stock purchase agreement with the Vistagreen Group;

- 8,000,000 shares of common stock which we issued in exchange for the
assets and assumption of liabilities of Telecom Routing Exchange
Developers, Inc.;

- 3,000,000 shares of common stock which we issued in exchange for the
outstanding shares of common stock of Post Shell Technology Contractors,
Inc.; and

- 3,000,000 shares of common stock which we issued in exchange for 80% of
the outstanding common stock of Spectrum Telecommunications Corp.

AmTec was founded in 1982 and, since April 1995, has been engaged in the
business of making equity investments in companies developing telecommunications
networks in China. In January 1996, we sold substantially all of the assets of
ITV Communications, Inc., our former primary operating subsidiary. On July 8,
1997, we changed our name to AmTec, Inc. from AVIC Group International, Inc.
Pursuant to the merger with Terremark Holdings completed on April 28, 2000, we
changed our name from AmTec, Inc. to Terremark Worldwide, Inc. Our principal
executive office is located at 2601 S. Bayshore Drive, Coconut Grove, Florida
33133. Our telephone number is (305) 856-3200.

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RISK FACTORS

These securities are speculative in nature, involve a high degree of risk,
and should not be purchased by anyone who cannot afford the loss of his or her
entire investment. Prior to making an investment decision with respect to these
securities, you should carefully consider, along with the other matters
discussed in this prospectus, the risk factors set forth below. If any of the
following risks actually occur, our business, financial condition, results of
operations and prospects may be seriously harmed and the trading price of our
common stock may decline. If any of these things happen, you may lose all or
part of your investment.

RISKS RELATED TO OUR MERGER

Integration of the operations of amTec and Terremark may be difficult and
may lead to adverse effects. Realization of the anticipated benefits of the
merger will depend in part on whether we can integrate our operations in an
efficient and effective manner. Successful integration will require combining
the companies' respective:

- management cultures;

- strategic goals;

- boards of directors; and

- business development efforts.

We may not accomplish this integration smoothly or successfully. The
diversion of the attention of management to the integration effort could cause
the interruption of, or a loss of momentum in, the activities of either or both
of the companies' businesses. Furthermore, employee morale may suffer, and we
may have difficulty retaining key managerial personnel. If we are unable to
address any of the foregoing risks, it could materially our business and impair
the value of our stock.

The merger has resulted and will continue to result in costs of integration
and transaction expenses that could adversely affect our financial results. If
the benefits of the merger do not exceed the associated costs, our financial
results could be adversely affected. Although the total transaction costs
associated with the merger were estimated to be approximately $2 million, actual
costs may substantially exceed our estimates. In addition, unexpected expenses
associated with integrating the two companies may arise.

We have a history of losses and may not generate sufficient revenue to
achieve profitability. We had losses of $5.5 million for the three months
ended June 30, 2000. AmTec had losses of $4.6 million during the fiscal year
ended March 31, 2000 and $5.6 million for the year ended March 31, 1999. AmTec
had no revenues in 1999, 1998 or 1997. AmTec had an accumulated deficit of $38.6
million as of March 31, 2000. Terremark incurred losses of $6.0 million for the
year ended March 31, 2000 and had net income of $624,000 during the fiscal year
ended March 31, 1999. Terremark had a retained deficit of $11.7 million as of
March 31, 2000. We may not be able to generate enough revenue to achieve
profitability in the event of continued or growing losses from our
telecommunications or real estate operations.

RISKS RELATED TO OUR NEW BUSINESS MODEL

We have recently, as a result of the merger, added a new focus of our
business and, if we are not successful in this business, the value of your
investment may decline. Our primary business will now involve both
telecommunications and real estate. Because of this new focus, our results of
operations to date may not reflect future results. In addition, we will
encounter challenges and difficulties frequently encountered by early-stage
companies in new and evolving markets. We may not successfully address any of
these challenges and the failure to do so would seriously harm our business and
operating results. These challenges include our:

- dependence on our telecommunications joint ventures;

- dependence on the growth of our new and evolving markets;

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- need to expand our customer base;

- need to develop new services and projects;

- need to compete effectively;

- need to manage expanding operations;

- need to establish strategic partnership, marketing and distribution
arrangements; and

- dependence on key personnel.

In addition, because of our lack of operating history in combining
telecommunications and real estate operations, we have limited insight into
trends that may emerge and affect our business. Addressing these challenges may
require us to incur significant expenditures.

The market for our common stock is highly volatile. The market price and
trading volume of our common stock has been volatile and may be significantly
affected by such factors as our financial performance, the market price of our
competitors' stock, or market conditions in general. The market prices for
telecommunications and real estate companies have in the past been and can in
the future be expected to be especially volatile. During the 12 month period
August 15, 1999 through August 15, 2000, our common stock has traded in a range
between $ 7/8 ($.88) per share and $5 15/16 ($5.94) per share. As of August 31,
2000, the closing price of our common stock on the AMEX was $3.3125. Price
fluctuations may occur that are not necessarily related to the operating
performance of our company.

The market price of our common stock will continue to be subject to
substantial volatility as a result of many factors, including:

- regulatory changes and developments that affect either component of our
business;

- establishment of additional corporate partnerships or joint ventures;

- economic and other external factors; and

- fluctuations in our financial results and degree of trading liquidity in
our common stock.

One or more of these factors could significantly harm our business and
decrease the price of our common stock in the public market.

Our business model is based upon us raising equity and obtaining additional
financing. We are not sure we will be able to raise sufficient funds on
acceptable terms or at all. Our inability to raise sufficient funds could affect
our ability to meet our debt service and other obligations and would affect our
ability to carry out our growth strategy. This would detract from our time to
market and our ability to pursue our growth strategy. We have made substantial
investments in human resources and support structures to facilitate planned
operations. Accordingly, failure to raise sufficient funds would necessitate
making adjustments to our human capital until such funds are obtained.

We are dependent on key personnel. We are highly dependent on the
services of Manuel D. Medina, our Chairman. The loss of Mr. Medina could
materially harm our business. The merger and integration of the separate
businesses, and our potential growth and expansion, are expected to place
increased demands on our management skills and resources. We cannot assure you
that we will be able to retain and attract skilled and experienced management.
The failure to attract and retain personnel could materially harm our business
and impair the price of our stock.

Our limited operating and financial systems resources may make it difficult
to manage future growth. We may not be able to keep pace with a high level of
growth. Our ability to effectively manage the growth and expansion contemplated
by our growth strategy will require that we implement and improve our operating
and financial systems. We will also need to expand, train and manage a growing
base of employees in numerous markets and locations around the world.

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You should not expect to receive dividends on our common stock. We have
not paid dividends on our common stock to date and have no plans for paying
dividends on the common stock in the foreseeable future. We have certain
obligations to pay dividends in kind, which are to be paid in common stock to
holders of the Series G preferred shares. Except for the dividends in kind which
we will pay on the shares of issued and outstanding preferred stock, and cash or
in-kind dividends which we may pay on other preferred stock that may be issued
in the future that require dividends, we intend to retain any earnings to pay
for the expansion of our business.

RISK RELATED TO ACQUISITIONS

Acquisitions have resulted and will continue to result in costs and
expenses that could adversely affect our financial results. We intend to
continue to make targeted purchases of other companies and business that we
believe would complement or expand our existing business. Acquisitions involve a
number of risks that could adversely affect our financial results, including:

- the diversion of management's attention;

- our assumption of additional debt and contingent liabilities;

- increased amortization expenses relating to goodwill and other intangible
assets;

- the assumption of potential liabilities associated with the businesses
acquired which liabilities may exceed the amount of indemnification
available from the seller;

- difficulties in assimilating the operations, personnel, technologies,
services and products of the acquired companies;

- the financial and accounting systems utilized by the businesses acquired
may not meet our standards; and

- the inability to attract and retain qualified local management.

There can be no assurance that we will be able to consummate future
acquisitions on satisfactory terms, if at all, or that adequate financing will
be available to us on adequate terms, if at all. Furthermore, there can be no
assurance that any of the companies or businesses we acquire will be
successfully integrated or that such acquisitions will ultimately have a
positive impact on us.

Acquisitions could result in stockholder dilution. We will likely issue
securities as a part of acquisitions we make in the future. The issuance of
these securities may have a dilutive effect on existing stockholders.

Acquired subsidiaries may have a limited ability to meet their capital
needs and may require funds from us. Our direct and indirect subsidiaries may
require capital infusions from us from time to time in order to meet their debt
obligations, current operating deficits and future investment plans. Should we
need to make such capital expenditures, our business and financial results may
be adversely affected.

Acquired subsidiaries may not be profitable. Our acquisition of direct
and indirect interests in other entities may not necessarily improve our
financial condition. The profitability of any such enterprise will depend on
many factors, including their earnings, business and tax considerations
agreements with lenders, as well as legal restrictions, such as local
restrictions relating to foreign payments and repatriation of capital.

We could pay additional taxes because our operations are subject to various
foreign taxes. We structure our operations based on assumptions about various
tax laws, U.S. and international tax treaty developments, international currency
exchange and capital repatriation laws and other relevant laws of a variety of
non-U.S. jurisdictions. Taxing or other authorities might not reach the same
conclusions we reach. We could suffer adverse tax and other financial
consequences if our assumptions about these matters are incorrect or the
relevant laws are changed or modified.

Distributions and other payments from our subsidiaries and affiliates may
be subject to foreign taxes, reducing our earnings. Distributions of earnings
and other payments, including interest, we receive

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from our subsidiaries and affiliates may be subject to withholding taxes imposed
by the jurisdictions in which these entities are formed or operating. These
taxes would reduce the amount of after-tax cash we would receive from these
entities.

We plan additional international expansion which may subject us to numerous
risks associated with international operations. To be successful, we believe
we must expand our international operations. If successful, we will be subject
to a number of risks associated with international business activities. These
risks generally include:

- currency exchange rate fluctuations;

- unexpected changes in regulatory requirements;

- tariffs, export controls and other trade barriers;

- longer accounts receivable payment cycles and difficulties in collecting
accounts receivable;

- difficulties in managing and staffing international operations;

- potentially adverse tax consequences, including restrictions on the
repatriation of earnings;

- the burdens of complying with a wide variety of foreign laws; and

- political instability.

RISK FACTORS SPECIFIC TO OUR TELECOMMUNICATIONS BUSINESS

We could be sued as a result of an uncompleted transaction. During 1998,
AmTec entered into an agreement to acquire an investment in a cable television
network venture located in Hunan province, PRC, from United International
Holdings or UIH. AmTec terminated the agreement because, among other reasons,
the closing had not occurred by December 31, 1999 through no fault of AmTec. On
December 30, 1999, UIH had indicated that it was ready to close the agreement.
Should UIH seek judicial relief to require us to close, its superior financial
resources could limit our ability to defend ourself. We believe that AmTec had
clear rights to terminate the agreement.

Our customer service could suffer if we are unable to obtain satisfactory
services from local communications providers, which could adversely affect our
ability to compete. We depend on local carriers to provide various
communications services to us and to our customers. We have from time to time
had delays in receiving these communications services. We may not be able to
obtain these services on the scale and within the time required by us at an
affordable cost, or at all. If adequate services are not provided, customer
service could suffer as could our competitive position and financial results.
Further these service providers could become competitors in the future.

Technological advances may make our telecommunications operations obsolete.
The market in the telecommunications industry is characterized by rapidly
changing technology. Technologies developed by others may render obsolete or
otherwise significantly diminish the value of the business operations of the
joint ventures in which we participate.

Because we are building our customer base and expanding and building
networks, we are particularly vulnerable to the impact of damage to our networks
and system failures. To market our services to business customers and other
high volume users our network infrastructure will need to provide a high level
of reliability, capacity and security. Our networks, many of which are being
expanded or newly constructed, are subject to physical damage, power loss,
capacity limitations, software defects and security breaches. Service
interruptions or other defects could impede our ability to attract and retain
customers.

We need to obtain additional licenses and approvals in order to expand our
services and enter new markets. We must from time to time obtain additional
licenses and approvals from governmental agencies in order to provide our
services. Because many of our markets have been recently deregulated, there may
be particular difficulties or delays in obtaining them. If we encounter
difficulties or delays in obtaining licenses, our ability to provide new
services and expand into new markets could be adversely affected.
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China telecommunications regulations could impact our business. Chinese
laws and regulations have prohibited foreign investors and foreign invested
enterprises from owning or operating telecommunication networks in China. Since
the fall of 1998, the Chinese government has taken a number of actions which
have changed the legal environment in which we are operating in China:

- preparing a new telecommunications law not yet issued; and

- seeking admission to the World Trade Organization.

The result of these actions is difficult to predict since negotiations with
relevant parties are ongoing and political uncertainties exist in China. Among
other possibilities:

- We may be unable to convert returns of or on its investment it receives,
if any, to U.S. currency or repatriate funds from China;

- the new telecommunications law may facilitate entry into
telecommunications businesses in China by national and international
entities and increase competition; and

- WTO accession will require China to abide by certain rules which assures
foreign investors minimum direct ownership percentages in licensed
telecommunications operators and may foster competition from Chinese or
foreign telecommunications operators or investors.

The result of the foregoing may have a material adverse effect on us.

A number of regulatory bodies in China seek to control and regulate the
Internet; most notably, the Ministry of Information Industry, which combines the
former Ministry of Posts & Telecommunications, Ministry of Electronics Industry
and Ministry of Radio, Film and Television, and regulates the telecommunications
and information industries. In addition, China Telecom, under direct authority
of the Ministry of Information and Industry, has significant control over the
development of the Internet infrastructure in China as it owns China's largest
Internet backbone and operates telecoms and datacomms services.

Internet regulation in china is unclear, and no single regulatory act has
been promulgated to govern the internet in china. Consequently, our ability to
operate or invest in Internet-based services is unclear. To date, Chinese
Internet operating licenses have been available to Chinese companies only.
Through our joint venture with Fusion Communications and our ownership of
IXS.NET, we seek to participate in Internet-based businesses in China. If the
Chinese government liberalizes its policy toward foreign participation in
Internet operating licenses, it could substantially increase competition in the
markets where our strategic partners operate. The Chinese government, while
currently open to joint ventures, could at any time restrict operations or
expropriate foreign participants' assets in China. Furthermore, China Telecom
has challenged the ability of Internet service providers to provide Internet
telephone and fax services. This action could have materially adverse
consequences to the company's business and financial condition.

On November 15, 1999, the United States and China reached a trade agreement
whereby China agreed to reduce tariffs on various industrial and agricultural
products and lift many of the barriers that prevent US companies from doing
business in China. Under the agreement, China agreed, among other things to
permit:

- foreign entities to invest in Chinese Internet businesses; and

- foreign entities to own up to 49% of Chinese telephone service providers,
which would increase up to 50% in two years.

The United States agreed that in return for these concessions, that it
would support China's entry into the World Trade Organization, the group that
sets the rules for international commerce. Entry into the WTO would give China
access to international economic protections, such as protection from unfair
trade practices abroad, but also would impose a body of rules on China's
internal economy and put China under the jurisdiction of international courts
that enforce the World Trade Organization's rules. The agreement is subject to
approval by the United States Congress. We cannot predict the impact of the new
trade agreement between China and the United States.

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China also must negotiate trade agreements with each of the European Union
and Japan in order to gain the support of these groups to China's entry into the
WTO.

It is impossible to predict how entry into the World Trade Organization
would affect China's economy or the manner in which it conducts business
domestically and internationally.

Political risks in China may adversely affect our business
operations. China has been a socialist state since 1949 and is controlled by
the Communist Party of China. Changes in the political leadership of China may
have a significant effect on laws and policies related to the current economic
reforms program. These changes may also affect other policies affecting business
and the general political, economic and social environment in China, including
the introduction of measures to control inflation, changes in the rate or method
of taxation and imposition of additional restrictions on currency conversion,
remittances abroad and foreign investment. These effects could substantially
impair our business, profits or prospects in China. In addition, economic
reforms and growth in China have been more successful in some provinces than in
others. The continuation or increases of such disparities could affect the
political or social stability of China.

Changes in governmental deregulation in Latin America could adversely
affect our operations and growth by restricting our ability to offer existing
and planned communications services. We have largely based our growth strategy
in Latin America upon our expectation that deregulation of the communications
markets will continue in the countries where we operate. These countries may not
proceed with deregulation on schedule or may stop entirely or reverse the trend
towards deregulation. This could adversely affect our operations and growth by
restricting our ability to offer existing and planned communications services.
Incumbent providers, trade unions and others may resist legislation directed
toward deregulation. In addition, national and local laws and regulations differ
significantly among the countries in which we operate. How these laws and
regulations are interpreted and enforced as well as changes in laws or
regulations and judicial intervention could limit our ability to provide some of
our existing and planned communications services.

We have limited operating control in our joint venture. Because we do not
have majority voting rights in one of our joint ventures, we cannot completely
control or direct the operation of that entity. In addition, our ability to
derive revenues from each joint venture depends upon our ability to receive
distributions, so it is possible that we may receive little or no revenue from
that joint venture.

The special economic and political risks of conducting operations in Latin
America could adversely affect our ability to increase revenues in response to
increases in inflation rates or currency devaluations where we operate. Because
a significant portion of our operations are expected to be in Latin America, we
will be subject to significant economic, political and social instability and
other risks not typical of investments in businesses conducted in the United
States. During the past several years, many countries where we now operate or
may operate have had high inflation, uneven economic growth rates and political
instability. Also many of these countries have economies in various stages of
development or structural reform and their local economies have fluctuated. We
may not be able to mitigate the effect of inflation on our operations in these
countries by price increases, even over the long-term. In addition, to the
extent these factors affect the ability of subscribers to pay for our services,
the growth of revenues from services offered in these markets could be limited.

In addition to inflation, many of these countries have had significant
volatility in currency exchange rates. We would also be adversely affected if
currency exchange rates change in ways adverse to us or if currency controls are
imposed.

Labor regulations and strong labor unions in Latin America may increase our
operating and labor costs. Labor regulations in Latin America are generally more
favorable to employees than they are in the United States. Most Latin American
countries also require higher rates of mandatory social security and similar
contributions by employers than the United States. In addition, labor unions in
most Latin American countries are considered to be strong and influential. If
our operations become unionized, we could experience strikes or other conflicts
with labor unions or personnel that increase our operating and labor costs.

Increasing competition in the communications industry in China and Latin
America and our limited competitive standing and size could adversely affect our
ability to generate revenues, gain significant
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market share and attract new customers from existing providers. The
communications industry in China and Latin America is becoming increasingly
competitive due in part to recent privatizations, deregulation and a related
increase in the number and size of new competitors. Moreover, because we have a
limited operating history, we have a limited competitive standing.

We will compete with several other service providers in each of our
markets. Competitors include global alliances of some of the world's largest
communications carriers, incumbent communications providers with large customer
bases, wireless telephone companies and satellite-based communications carriers.

Other existing and potential competitors include cable television
companies, railway companies, utilities and other entities with rights-of-way
and large end users which operate private networks. Competition has been
intensifying and we believe it is likely to continue to intensify as the number
of new market entrants increases.

As a result, we may not be able to generate adequate revenues or gain a
substantial share of the markets we intend to serve. We also may have difficulty
attracting new customers from established providers.

The Internet service provider market is highly competitive in China. There
are five national ISPs owned and operated by the national government. There are
over 150 private ISPs licensed to operate in various provinces. Thus, privately
owned ISPs often compete with government owned or affiliated ISPs. The playing
field is unequal, with government-affiliated ISPs having access to subsidized
dial up lines, leased lines and Internet bandwidth. Our strategic partners may
face severe competition as the Internet develops in China.

We need to attract new customers and there must be substantial growth in
the overall level of demand in China and Latin America for our services if we
are to generate profits. Our success will depend heavily on the extent to which
prospective subscribers use our services. Attracting new customers is
particularly important to our growth strategy. In addition, for us to succeed,
the overall level of demand for the type of services we offer by businesses in
our target markets in China and Latin America must increase significantly. Also,
there must be strong demand for services that we introduce in the future.

We must keep pace with rapid industry and technological change to attract
and maintain customers and compete effectively. The communications industry,
particularly in China and Latin America, is changing rapidly. This is due to
factors such as:

- deregulation;

- privatization;

- technological improvements;

- expansion of communications infrastructure; and

- the globalization of the world's economies and liberalization of trade.

Our success depends, in part, upon how well we anticipate and adapt to
change and whether we offer our customers attractive services. If we cannot do
so, it will be more difficult for us to attract and retain customers and compete
effectively.

RISK FACTORS SPECIFIC TO OUR REAL ESTATE BUSINESS

Economic, interest rates and other conditions greatly impact the real
estate market. It is possible that our real estate operations will not generate
income sufficient to meet our operating expenses or will generate income and
capital appreciation, if any, at a rate less than that anticipated or available
through comparable real estate or other investments.

The real estate industry is cyclical and affected by changes in general and
local economic and other conditions including employment levels, demographic
considerations, availability of financing, interest rate levels, consumer
confidence and real estate demand. In addition, developers are subject to
various risks, many of them outside their control including competitive
overbuilding, availability and cost of property, materials and labor, adverse
weather conditions which can cause delays in construction schedules, cost
overruns,
9
<PAGE> 12

changes in government regulations pertaining to building standards or
environmental matters, increases in real estate taxes and other local government
fees and acts of God, such as hurricanes and floods.

We cannot predict whether interest rates will be at levels attractive to
prospective tenants or buyers and any increase in interest rates could affect
our business adversely.

Up front cash requirements may create cash flow problems. We develop real
estate projects. Acquiring land and committing the financial and managerial
resources to develop such projects involve significant risks.

Before a development generates any revenue, material expenditures are
required for items such as acquiring land, professional fees, construction,
financing costs, sales and marketing.

Our real estate investments are highly leveraged and we may not be able to
make the debt service payments. Our ability to make debt service payments in
the future will be dependent on our operating results, which are subject to
financial, economic and other factors affecting it that are beyond our control.
We may acquire real estate in the future through debt financing. The degree to
which we are leveraged could have an adverse impact on us, including:

- increased vulnerability to adverse general economic and market
conditions;

- impaired ability to expand and to respond to increased competition;

- impaired ability to obtain additional financing for future working
capital, capital expenditures, general corporate or other purposes; and

- significant portions of cash provided by operating activities must be
used for the payment of debt obligations, thereby reducing funds
available for operations and future business opportunities.

A significant portion of our real estate business' financing could be
structured as balloon payments, which may be harder for us to pay off. Most of
our real estate project financings provide for the repayment of a significant
part of the loan at maturity. These financings involve greater risks than
financings structured such that the principal amount is amortized over the term
of the loan because our ability to repay the outstanding principal amount at
maturity may depend on our ability to obtain adequate refinancing or dispose of
the assets before maturity, which in turn depend upon economic conditions in
general and the value of the underlying properties in particular. Further, a
shrinkage in value of the underlying property held as collateral for loans could
result in a loss of the property by us through foreclosure and result in a
possible deficiency judgment for the difference between the amount of the
underlying debt and value of the collateral.

Increases in variable mortgage rates could negatively impact us. Most of
our real estate business' borrowings are pursuant to agreements which provide
for the periodic adjustment of the interest rate to be consistent with
prevailing interest rates. An increase in prevailing interest rates would result
in higher borrowing costs to us and, therefore, a reduction in income or, in
extreme cases, project failure.

Management contracts are generally cancellable on short notice. In the
real estate industry, third party contracts to manage buildings are generally
subject to cancellation on 30 to 90 days notice. If our property management
contracts with third parties were cancelled, there could be a material adverse
impact on our results of operations.

Our geographic concentration exposes us to certain risks. Our real estate
operations are situated primarily in South Florida. For the fiscal year ended
March 31, 2000, all of Terremark's revenue and operating income were derived
from operations in South Florida. Adverse general economic conditions in South
Florida could have a material adverse impact on our operations. Although our
planned expansion into other geographic areas may reduce our exposure to adverse
developments in the South Florida economy, we may become subject to similar
risks in new locations. In addition, as development of real estate is subject to
local laws, we may not be in a position to fully comply with them which would
adversely impact our business.

The occurrence of uninsured losses could have a material adverse effect on
our financial condition. We carry comprehensive insurance with respect to our
properties and operations. However, there are certain

10
<PAGE> 13

types of losses, generally of a catastrophic nature, such as significant
construction defects, hurricanes, floods or war, which are either uninsurable or
not economically insurable. In the event of such a disaster, we could lose both
our capital investment in certain properties and the anticipated profits from
such properties. In addition, we may have liability for services it renders to
others if those services are negligently provided and losses are sustained. We
carry errors and omissions insurance for some of its service operations, but for
some other types of losses (e.g. general contracting), that insurance is either
not available or not economical.

We may not be able to compete in the highly competitive real estate
market. The real estate development industry is highly competitive and
fragmented.

We compete in the acquisition of property with many other entities engaged
in real estate investment activities, including real estate investment trusts
and insurance companies, many of which have greater assets and financial
resources than we do. There may be intense competition in obtaining properties
of the type in which we intend to invest. The number of entities and the amount
of funds available for investment in properties of a type suitable for
investment by us may increase, resulting in increased competition for those
investments. Competition among purchasers of real property may result in
increases in the prices paid for real property investments.

In our construction and development activities, we compete for buyers and
tenants. We face similar intense competition in our brokerage, property
management and advisory and consulting businesses from well established local
and national organizations which specialize in the provision of those services.

Governmental regulation may adversely impact our business. We are subject
to a variety of federal, state and local statutes, ordinances, rules and
regulations concerning land use. Land use and zoning laws can vary greatly and
may result in delays, cause us to incur substantial compliance and other costs
and prohibit or severely restrict development in certain regions or areas, any
of which could have an adverse effect on our business and results of operations.
In developing real estate, we must obtain the approval of numerous government
authorities regulating such matters as permitted land uses and levels of density
and the installation of utility services such as water and waste disposal.
Several authorities in Florida and other states have imposed impact fees as a
means of defraying the cost of providing certain governmental services to
developing areas and the amount of these fees has increased significantly during
recent years. Many state laws require the use of specific construction materials
which reduce the need for energy-consuming heating and cooling systems. Also,
local governments, at times, declare moratoriums on the issuance of building
permits and impose other restrictions for various reasons, including but not
limited to, when sewage treatment facilities and other public facilities do not
reach minimum standards.

To varying degrees, certain permits and approvals will be required to
complete the residential developments currently being planned by us. Our
ability to obtain necessary approvals and permits for these projects is often
beyond our control, and could restrict or prevent the development of otherwise
desirable property. The length of time necessary to obtain permits and approvals
increases the carrying costs of unimproved property acquired for the purpose of
development and construction. In addition, the continued effectiveness of
permits already granted is subject to factors such as changes in policies, rules
and regulations and their interpretation and application.

Liability relating to environmental contamination may adversely impact our
business. Applicable laws impose strict liability on property owners to
remediate environmental contamination found on land they own. This means that we
can be liable regardless of how or when the contamination occurred, even if the
contamination occurred before our purchase of such land. As an owner of real
estate, we may be held responsible for remediation of this kind. Although we
engage environmental engineers to evaluate real estate before a purchase, such
evaluations are not capable of detecting all contamination. Insurance for these
risks is either not available or not economical.

We may face substantial liabilities for indemnification of tax obligations
if we are or become a United States real property holding corporation. If our
company was at the time of the merger or becomes a United States real property
holding corporation as defined in Section 897(c)(2) of the U.S. Internal Revenue
Code, while the Vistagreen Group continues to hold at least one percent of our
common stock registered hereunder

11
<PAGE> 14

on its behalf, then we could be liable to the Vistagreen Group for any U.S. tax
liability the Vistagreen Group incurs on dispositions of our common stock. The
amount of this tax liability would depend on the amount of any gains the
Vistagreen Group recognizes on dispositions of our common stock and on the
effective U.S. tax rate payable by the Vistagreen Group at the time it
recognizes those gains.

USE OF PROCEEDS

We will not receive any proceeds from the sale by the selling stockholders
of any of the shares offered hereby. We will pay all of the costs of this
offering.

12
<PAGE> 15

SELLING STOCKHOLDERS

The following table sets forth information with respect to the selling
stockholders as of August 15, 2000. Except as otherwise disclosed, the selling
stockholders do not have and within the past three years have not had any
position, office or other material relationship with us or any of our
predecessors or affiliates. Because the selling stockholders may offer all or
some portion of the shares pursuant to this prospectus, we cannot give an
estimate as to the number of shares that the selling stockholders will hold upon
termination of any of these sales. In addition, the selling stockholders
identified below may have sold, transferred or otherwise disposed of all or a
portion of their shares since the date on which it provided the information to
us regarding its shares, in transactions exempt from the registration
requirements of the Securities Act.

<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES SHARES
NUMBER OF SHARES BENEFICIALLY OWNED BENEFICIALLY
BENEFICIALLY NUMBER OF SHARES OFFERED AFTER OWNED AFTER
SELLING STOCKHOLDER OWNED(1) OFFERED OFFERING(1)(2) OFFERING(1)(2)
------------------- ---------------- ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
Paradise Stream (Bahamas)
Limited.......................... 54,290,655 54,290,655 0 0%
TCO Company Limited................ 34,094,139 34,094,139 0 0
Manuel D. Medina(3)................ 32,197,913 32,169,913 28,000 *
Vistagreen Holdings (Bahamas),
Ltd.............................. 7,818,473 7,818,473 0 0
Moraine Investments, Inc........... 6,613,221 6,613,221 0 0
ATTU Services, Inc................. 4,186,173 4,186,173 0 0
Michael Katz(4).................... 3,055,830 3,015,930 39,900 *
Brian Goodkind(5).................. 2,269,801 2,269,801 0 0
ARJ, LLC........................... 1,027,301 1,027,301 0 0
Irving A. Padron, Jr.(6)........... 516,151 513,651 2,500 *
Edward P. Jacobson(7).............. 515,651 513,651 2,000 *
William J. Biondi(8)............... 513,651 513,651 0 0
Willy Bermello..................... 235,620 235,620 0 0
James Siegel and Debra Siegel,
Tenants by the Entirety.......... 1,500,000 1,500,000 0 0
Vinson Richter and Randa Richter,
Tenants by the Entirety.......... 1,500,000 1,500,000 0 0
1999 Mulroy Family Trust........... 2,500,000 2,500,000 0 0
Thomas M. Mulroy and Dorothy E.
Mulroy, Tenants by the
Entirety......................... 1,385,000 1,385,000 0 0
1999 Glazer Family Trust........... 1,000,000 1,000,000 0 0
1999 Preminger Family Trust........ 700,000 700,000 0 0
Gary R. Siegel & Laura S. Siegel,
Tenants by the Entirety.......... 604,000 600,000 4,000 *
Steven M. Glazer & Jan G. Glazer,
Tenants by the Entirety.......... 534,000 534,000 0 0
Clifford J. Preminger & Rebecca B.
Preminger, Tenants by the
Entirety......................... 400,000 400,000 0 0
Clifford J. Preminger(9)........... 252,000 250,000 2,000 0
Gary R. Siegel Family Trust........ 120,000 120,000 0 0
Zachary Preminger Trust............ 100,000 100,000 0 0
Rebecca B. Preminger............... 100,000 100,000 0 0
Susan M. Gettler................... 70,000 70,000 0 0
Stephen H. Ellick.................. 57,000 52,000 5,000 *
Daryle L. Preminger................ 50,000 50,000 0 0
L. Mark Winston.................... 36,000 36,000 0 0
Gettler Children's Trust........... 30,000 30,000 0 0
Johnson Family Trust............... 15,000 15,000 0 0
Preminger & Glazer, PLLC........... 58,000 58,000 0 0
</TABLE>

13
<PAGE> 16

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

* Less than 1%
(1) Except as otherwise noted, we determine beneficial ownership in accordance
with Rule 13d-3(d) promulgated by the Commission under the Securities and
Exchange Act of 1934, as amended. We treat shares of common stock issuable
pursuant to options, warrants and convertible securities, to the extent
these securities are currently exercisable or convertible within 60 days of
August 15, 2000, as outstanding for computing the percentage of the person
holding such securities. Unless otherwise noted, each identified person or
group possesses sole voting and investment power with respect to shares,
subject to community property laws where applicable. We treat shares not
outstanding but deemed beneficially owned by virtue of the right of a person
or group to acquire them within 60 days as outstanding only to determine the
number and percent owned by such person or group.
(2) Assuming that all shares offered here are sold but no other securities held
by the selling securityholder are sold.
(3) Manuel D. Medina has served as our Chairman of the Board, President and
Chief Executive Officer since April 28, 2000. Prior to that, he served as
the Chairman of the Board and Chief Executive Officer of Terremark Holdings,
Inc. since its founding in 1982.
(4) Michael Katz has served as the President and Chief Operating Officer of
Terremark Real Estate Group, Inc. since April 28, 2000. Prior to that, he
served as the President and Chief Operating Officer of Terremark Group,
Inc., the predecessor to Terremark Real Estate Group.
(5) Brian K. Goodkind has served as our Executive Vice President since April 28,
2000 and as our Chief Operating Officer since June 25, 2000. Mr. Goodkind
also served as our General Counsel from April 28, 2000 through June 25,
2000. Prior to that, he served as Vice Chairman, Executive Vice President
and General Counsel to Terremark Holdings.
(6) Irving A. Padron, Jr. has served as our Senior Vice President and Chief
Financial Officer since April 28, 2000. Prior to that, he served as Senior
Vice President and Chief Financial Officer of Terremark Holdings.
(7) Edward P. Jacobson serves as the President of Terremark Construction
Services, Inc. He served in the same capacity prior to the merger between
Terremark Holdings and AmTec.
(8) William J. Biondi has served as the President of Terremark Management
Services, Inc., Terremark Realty, Inc. and Terremark Financial Services,
Inc. since April 28, 2000. He served in the same capacity prior to the
merger between Terremark Holdings and AmTec.
(9) Clifford J. Preminger serves as a director on our board of directors. He is
also that President of T-Rex Developers.

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<PAGE> 17

PLAN OF DISTRIBUTION

We are registering the shares on behalf of the selling stockholders which
includes transferees among such selling stockholders, donees and pledgees
receiving shares from them after the date of this prospectus. The selling
stockholders have advised us that they may sell their shares offered here to
purchasers directly. Alternatively, the selling stockholders may offer the
shares to or through underwriters, brokers/dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the selling stockholders or the purchasers of shares for whom they may act
as agents. The selling stockholders and any underwriters, brokers/dealers or
agents that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act. Any profit realized by
them on the sale of such shares and any discounts, commissions, concessions or
other compensation received by any underwriter, broker/dealer or agent may be
deemed to be underwriting discounts and commissions under the Securities Act.
This compensation may be in excess of that customary in the types of
transactions involved.

Certain selling stockholders have agreed to certain restrictions as set
forth below:

- Stockholders who received our common stock in connection with the
Terremark Holdings and Vistagreen Group transactions have agreed, except
as provided below, not to sell, or otherwise dispose of any interest in
the common stock that we are registering before April 27, 2001. This does
not preclude open market sales in amounts that would be permitted under
SEC Rule 145 as if that rule applied. Generally, Rule 145 allows the sale
of the greater of, in any three month period, one percent of the
outstanding shares or the average trading volume of our shares on the
AMEX during the four weeks prior to filing a notice of sale with the SEC.
These selling stockholders are also permitted to make sales or otherwise
dispose of any interest in the common stock we are registering before
April 27, 2001 to any other of the selling stockholders who were party to
the purchase agreement with the Vistagreen Group or any of the former
Terremark Holdings shareholders;

- Stockholders who received our common stock in connection with the Telecom
Routing Exchange Developers, Inc. transaction have agreed, except as
provided below, not to sell, offer to sell or otherwise dispose of any
interest in the common stock that we are registering for a period of not
less than one year after May 31, 2000. This does not preclude open market
sales in amounts that would be permitted under SEC Rule 145 as if that
rule applied.

- Stockholders who received our common stock in connection with the Post
Shell Technology Contractors, Inc. transaction have agreed not to sell,
hypothecate, pledge, dispose, assign or transfer (or enter into any
commitment to do the foregoing) any of the shares we are registering,
until June 22, 2001, without first obtaining our consent.

- Stockholders who received our common stock in connection with the
Spectrum Telecommunications Corp. transaction have agreed that an
aggregate of 1,200,000 of the 3,000,000 total shares of our common stock
issued to them will be held in escrow until August 9, 2001 to serve as
security for the indemnification obligations of Spectrum and its
stockholders pursuant to our purchase agreement with them.

The selling stockholders have advised us that they may sell the shares in
one or more transactions:

- at fixed prices;

- at market prices prevailing at the time of sale;

- at prices related to prevailing market prices; and/or

- at varying prices determined at the time of sale or at negotiated prices.

The sale of shares may be effected in transactions (which may involve
crosses or block transactions):

- on any national securities exchange or quotation service on which the
shares may be listed or quoted at the time of sale;

- in the over-the-counter market;
15
<PAGE> 18

- in transactions otherwise than on such exchanges or in the
over-the-counter market; or

- through the writing of options.

Because the selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act,
which may include delivery through the facilities of the New York Stock
Exchange. We have informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Securities Act may apply to
their sales in the market.

Upon being notified by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, a supplement to this prospectus will be
filed, if required, which supplement will disclose:

- the name of each such selling stockholder and of the participating
broker-dealer(s);

- the number of shares involved;

- the price at which such shares were sold;

- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;

- that such broker-dealer(s) did not conduct any investigations to verify
the information set out or incorporated by reference in this prospectus;
and

- such other facts as may be material to the transaction.

Pursuant to our agreement with the selling stockholders, we will pay all
expenses of the registration of the shares, including, without limitation,
commission filing fees and expenses of compliance with state securities or "blue
sky" laws; provided, however, that the selling stockholders will pay all
underwriting discounts and selling commissions, if any. We will indemnify the
selling stockholders against certain civil liabilities, including certain
liabilities under the Securities Act, or it will be entitled to the appropriate
contribution.

16
<PAGE> 19

SUMMARY HISTORICAL FINANCIAL INFORMATION

We derived the following summary historical financial information from the
audited and unaudited financial statements of Terremark Worldwide, Inc. and its
predecessor, Terremark Holdings, Inc. for the periods presented. Financial
information with respect to AmTec, Inc. is reflected for the period subsequent
to the April 28, 2000 merger. Historical financial information with respect to
AmTec, Inc. is included in our annual report on Form 10-K for the year ended
March 31, 2000 which is incorporated by reference. The information presented is
only a summary and should be read in conjunction with, and is qualified in its
entirety by reference to, the financial statements and notes, which are included
or incorporated by reference in this Registration Statement.

SUMMARY HISTORICAL FINANCIAL DATA

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
TWELVE MONTHS ENDED MARCH 31, JUNE 30,
-------------------------------------------- ----------------
2000 1999 1998 1997 1996 2000 1999
------- ------- ------- ------ ----- ------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenues...................... $15,390 $44,456 $37,632 $2,629 $ 784 $ 1,825 $5,475
Total cost of sales................. 9,422 31,148 22,667 742 -- 668 3,599
Other expenses...................... 12,001 12,684 13,869 1,925 982 6,654 2,715
(Loss) income from continuing
operations........................ (6,033) 624 1,096 (38) (198) (5,497) (839)
Net (loss) income................... (6,033) 624 1,096 (38) (198) (5,497) (839)
Basic and diluted (loss) earnings
per common share.................. (0.09) 0.01 0.02 -- -- (0.04) (0.01)
</TABLE>

<TABLE>
<CAPTION>
AS OF MARCH 31, AS OF JUNE 30,
---------------------------------------------- ------------------
2000 1999 1998 1997 1996 2000 1999
------- ------- ------- ------- ------ -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Real estate inventories......... $11,797 $12,888 $33,311 $ 9,483 $3,679 $ 11,873 $15,213
Total assets.................... 77,998 17,598 42,931 15,258 4,850 108,059 10,274
Long term obligations(1)........ 28,632 8,731 32,081 11,928 3,954 2,025 6,878
Shareholders' equity............ 476 6,510 1,709 612 700 95,780 5,671
</TABLE>

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

(1) Long-term obligations include debt and capitalized lease obligations.
(2) Stockholders' equity as of March 31, 2000 and 1999 include approximately
$4,777 in convertible preferred stock.

17
<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information
contained in our Consolidated Financial Statements and related notes thereto
included elsewhere in this filing. The information is intended to facilitate an
understanding and assessment of significant changes and trends related to our
financial condition and results of operations.

This report and other written reports and oral statements made from time to
time by us may contain so-called "forward looking statements", all of which are
subject to risks and uncertainties. You can identify these forward-looking
statements by the use of words such as "expects", "plans", "will", "estimates",
"forecasts", "projects" and other words of similar meaning. You can also
identify them by the fact that they do not relate strictly to historical or
current facts. These statements are likely to address our growth strategy,
financial results and development programs. You must carefully consider any such
statement and should understand that many factors could cause actual results to
differ from our forward-looking statements. Factors that might cause such a
difference include, without limitation, relationships with the Company's
partners, political instability in countries in which the Company does business,
the Company's ability to obtain proper funding for its business plan, decline in
demand for the Company's services or products, the effect of general economic
conditions generally, factors affecting real estate development or
telecommunications and other risks and uncertainties detailed from time to time
in the Company's Securities and Exchange Commission filings. These factors also
could include inaccurate assumptions and a broad variety of other risks and
uncertainties, including some that are known and some that are not. No
forward-looking statement can be guaranteed and actual future results may vary
materially.

TERREMARK WORLDWIDE, INC.

OVERVIEW

We are engaged in telecom services, telecom facilities management and real
estate services. We were founded in 1982. On April 28, 2000, Terremark Holdings,
Inc. completed a reverse merger with AmTec, Inc., a public company. Historical
information of the surviving company is that of Terremark Holdings, Inc.

Through an equity investment and other alliances, we provide long distance
international telecommunication services, including telephony and data, to Asia
and develop Internet Protocol (IP) fax services in Hong Kong, Guangdong Province
of the People's Republic of China and Taiwan.

We have combined our expertise in telecommunications and real estate
operations by developing and managing facilities used by telecommunications
companies and Internet service providers to house equipment and operate their
business. Through our 80% owned subsidiary, ColoConnection, Inc., we plan to
lease certain space within these facilities for build-out and sub-leasing to
smaller carriers, Internet providers and web hosting companies.

Our traditional commercial and mixed use development activities include
concept development, acquisition of land, project design, equity and financing
arrangement, construction, sales and leasing. We also develop and sell
condominiums and condominium hotels under its Fortune House concept. Fortune
House allows individual owners of condominium units to participate in a
hotel-style rental program while not in residence.

Under various service agreements, we currently manage commercial and
residential property. Management activities include operations, maintenance,
leasing and brokerage services.

Real estate inventories consist of completed condominiums and condominiums
under development. Real estate inventories, including capitalized interest and
real estate taxes, are carried at the lower of cost or fair value determined by
evaluation of individual projects. Acquisition, development and other indirect
costs related to acquisition and development of real estate projects are
capitalized. Interest and real estate taxes incurred relating to the
construction of condominiums are capitalized during the active development
period. The capitalized costs are relieved from inventory on the relative sales
value method for each project as the

18
<PAGE> 21

related revenue is recognized. Real estate inventories do not include sales and
marketing costs or the carrying costs of completed condominium units held for
sale, which are expensed as incurred.

Revenues from construction and development activities are recognized on a
completed contract basis. The related profit is recognized in full when
collectibility of the sale price is reasonably assured and the earnings process
is substantially complete. Revenues and expenses related to the leasing,
management, and financing activities are recognized at the time service is
provided.

Identifiable intangible assets consist primarily of certain rights,
customer relationships and contracts. The identifiable intangible assets are
amortized on the straight-line method over periods ranging from one to five
years. Goodwill represents the excess of the purchase price over the fair value
of identifiable net assets acquired in conjunction with business acquisitions
and is amortized on the straight-line basis over a five year period.

SUBSEQUENT EVENT

In August 2000, we acquired 80% of Spectrum Telecommunications Corp.
("Spectrum") common stock in exchange for three million shares of our
outstanding stock and forgiveness of the outstanding balance due under
Spectrum's line of credit, approximately $3.5 million, from us. We have an
option, until February 2002, to acquire the remaining 20% of its shares.
Spectrum is a Miami, Florida based provider of telecommunications services with
operations in Brazil, Chile and Peru.

On August 15, 2000, we acquired IXS.NET, an internet telephony service
provider with operations primarily in the People's Republic of China, Hong Kong
and Taiwan. Prior to the acquisition, we held debt of IXS.NET, which was
convertible into 25% of its equity. In connection with the acquisition, we
issued 412,500 shares of our common stock to IXS.NET shareholders.

Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999

Revenue. Revenue from real estate sales decreased $4 million, or 85.1%,
from $4.7 million for the three months ended June 30, 1999 to $0.7 million for
the three months ended June 30, 2000. Revenue for the three months ended June
30, 1999 is attributable to the sale of 24 condominium units. Only three units
were sold during the comparable period in 2000. The decrease resulted from fewer
units being available for sale. Commission income earned from lease signings
increased $211,000 or 173.0%, from $122,000 for the three months ended June 30,
1999 to $333,000 for the three months ended June 30, 2000, due to the timing of
lease renewals. Management fees charged with respect to the management of
commercial and residential property increased $100,000, or 39.2%, from $255,000
for the three months ended June 30, 1999 to $355,000 for the three months ended
June 30, 2000. The increase is a result of the acquisition of various office and
telecom building management contracts. Construction fees increased $58,000, or
68.2%, from $85,000 for the three months ended June 30, 1999 to $143,000 for the
three months ended June 30, 2000. The increase is attributable to the increase
in the number of third party construction projects being managed. Dividends on
redeemable preferred stock was $104,417 for the three months ended June 30, 1999
compared to $34,806 for the three months ended June 30, 2000. The preferred
stock was converted to shares of our common stock on April 28, 2000. No revenues
are realized in either period from our telecom services segments.

19
<PAGE> 22

Cost of Real Estate Sold. Cost of real estate sold decreased by $3.0
million, or 85.7%, from $3.5 million for the three months ended June 30, 1999 to
$0.5 million for the three months ended June 30, 2000, which is attributable to
the decrease in condominium units sold.

General and Administrative Expenses. General and administrative expenses
increased by $1.4 million, or 73.7%, from approximately $1.9 million for the
three months ended June 30, 1999 to approximately $3.3 million for the three
months ended June 30, 2000. This increase is attributable to additional
operating expenses related to AmTec and T-Rex operations subsequent to their
acquisition.

Sales and Marketing Expenses. Sales and marketing expenses increased from
$569,000 for the three months ended June 30, 1999 to $800,000 for the three
months ended June 30, 2000, representing an increase of $231,000, or 40.6%.
Sales and marketing expenses were incurred in connection with the promotion of
sales of condominium units. For the three months ended June 30, 1999, Terremark
was marketing one condominium project compared to two during the three months
ended June 30, 2000.

Depreciation and Amortization Expense. Depreciation and amortization
expense increased from $17,000 for the three months ended June 30, 1999 to $1.6
million for the three months ended June 30, 2000. The increase resulted
primarily from amortization of intangible assets associated with the merger with
AmTec and the acquisition of both T-Rex and Post Shell.

Interest Income. Interest income increased from $4,000 for the three
months ended June 30, 1999 to $163,000 for the three months ended June 30, 2000,
due to an increase of approximately $28.1 million in cash resulting from the
sale of approximately 68.7 million common shares.

Other Income (Expense). Other income decreased from $60,000 for the three
months ended June 30, 1999 to $(703,000) for the three months ended June 30,
2000. This decrease is primarily the result of operating costs, including
interest expense, associated with Terremark Centre, prior to sale. These costs
are considered non-recurring.

Net Loss. Overall net loss increased from $(839,000) for the three months
ended June 30, 1999 to $(5.5) million for the three months ended June 30, 2000.
This was primarily due to the decrease in net revenues from the sale of
condominiums, amortization of identifiable intangibles and goodwill and the
additional operating expenses related to AmTec and T-Rex operations subsequent
to their acquisition.

Liquidity and Capital Resources. Cash flows provided by operations for the
three months ended June 30, 1999 was $2.2 million compared to cash used in
operations of $7.3 million for the three months ended June 30, 2000, a decrease
of $9.1 million. The decrease in cash flows resulted primarily from the net
loss.

Cash flows used in investing activities for the three months ended June 30,
1999 was $30,000 compared to $53.8 million provided by investing activities for
the three months ended June 30, 2000, an increase in cash flow of $53.5 million.
Cash flows from investing activities increased primarily due to the sale of
Terremark Centre accounted for as real estate held for sale.

Cash flows used in financing activities for the three months ended June 30,
1999 was $1.8 million compared to cash flows used by financing activities of
$38.7 million for the three months ended June 30, 2000, an increase of $36.9
million. The increase resulted primarily from the repayment of debt of
approximately $68.4 million, partially offset by $28.1 million provided from the
sale of common stock.

In April 2000, we purchased, for $3.5 million, a 26.9% ownership interest
in Boca Technology Center, LLC, an entity formed for the purpose of acquiring
and operating the property formerly known as Blue Lake Technology Center, a
1,770,000 square foot mixed use facility in Boca Raton, Florida.

In March 2000, we purchased, for $447,930, a 19.8% membership interest in
Cleveland Technology Center, LLC, an entity formed for the purpose of acquiring
and operating the property formerly known as The Cleveland Technology Center, a
475,000 square foot mixed use facility in Cleveland, Ohio.

Historically, we have met our capital requirements primarily through debt
financing and operating cash flow. Debt financing primarily includes the
following three loans: (1) loan from a commercial lender, secured by a first
mortgage on real estate which has been reduced from $5.6 million at June 30,
1999 to $2.1 million at
20
<PAGE> 23

June 30, 2000; (2) a $7.5 million line of credit from a commercial lender,
secured by a first mortgage on real estate with approximately $2.0 million
outstanding at June 30, 2000; (3) an unsecured loan from a corporation with a
balance at June 30, 2000 of approximately $1.5 million.

On July 25, 2000, we borrowed $7.5 million from an individual secured by a
first mortgage on certain real estate inventory. The loan accrues interest at
12.0% per annum, payable monthly and matures on March 1, 2001. In conjunction
with the new loan, we canceled our $7.5 million line of credit with a financial
institution and are actively negotiating to reinstate the line of credit on an
unsecured basis.

We believe that our cash and cash equivalents, borrowing capacity and
access to other financing sources will be adequate to meet our anticipated
short-term and long-term liquidity requirements, including scheduled debt
repayments and capital expenditures.

In conjunction with our recent acquisitions, we have assumed operating
lease commitments and other debt obligations. We may need to raise additional
funds or obtain third party financing to support our expansion and development
activities. Although we believe that financing is available, there can be no
assurance that we will be able to obtain the same, or if available, that the
terms will be acceptable.

Inflation. The general rate of inflation in the United States has been
insignificant over the past several years and has not had a material impact on
our results of operations. As we expand international operations, inflation
rates in those countries could impact our results of operations.

Market Risk. We have not entered into any financial instruments for
trading or hedging purposes.

We are not exposed to fluctuations in foreign currencies relative to the
U.S. dollar. As we expand international operations, we anticipate we will be
exposed to such fluctuations. We may enter into hedging instruments to mitigate
any potential exposure.

The carrying values of cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses is a reasonable approximation of their
fair value.

Economic, interest rates and other conditions greatly impact the real
estate market. It is possible that our operations will not generate income
sufficient to meet our operating expenses or will generate income and capital
appreciation, if any, at a rate less than that anticipated or available through
comparable real estate or other investments.

The real estate industry is cyclical and affected by changes in general and
local economic and other conditions including employment levels, demographic
considerations, availability of financing, interest rate levels, consumer
confidence and real estate demand. In addition, developers are subject to
various risks, many of them outside their control including competitive
overbuilding, availability and cost of property, materials and labor, adverse
weather conditions which cause delays in construction schedules, cost overruns,
changes in government regulations pertaining to building standards or
environmental matters, increase in real estate taxes and other local government
fees and acts of God, such as hurricanes and floods.

We cannot predict whether interest rates will be at levels attractive to
prospective tenants or buyers and any increase in interest rates could affect
our business adversely.

TERREMARK HOLDINGS, INC.

The following management's discussion and analysis of financial condition
and results of operation is based on Terremark's historical information prior to
the merger.

OVERVIEW

Terremark Holdings, Inc. was formed in 1980 and along with its
subsidiaries, is engaged in the development, construction, sale, leasing,
management and financing of various real estate projects. Terremark has provided
this diversified range of services to private and institutional investors, as
well as for its own account. The real estate projects with which Terremark has
been involved have ranged from retail to high-rise

21
<PAGE> 24

office complexes, mixed use projects, to condominiums, condominium hotels, and
governmental assisted housing.

Terremark is also involved in certain ancillary businesses, which
complement its core development operations. Specifically, Terremark engages in
brokering financial services, property management, construction, construction
management, condo hotel management, residential sales and commercial leasing and
brokerage, and advisory services.

Terremark has been active both locally and internationally, although its
current projects are all located in South Florida. Terremark considers that its
success is attributable to its team approach which interconnects all of the
various divisions of Terremark and its focus on the most important step in the
development process, which it believes is the identification and analysis of
viable opportunities.

On April 28, 2000, Terremark merged with AmTec, Inc., a company that
provides value-added telecommunications services to and from the Far East and
has telecommunications investments in the People's Republic of China. AmTec
initially focused its business on China because of China's large and rapidly
growing need for telecommunications services and its requirement for foreign
capital and technology to meet that need. More recently, AmTec has formed a
joint venture with Fusion Telecommunications International to provide telecom
services, both voice and data, to and from Asia. AmTec has also invested in
IXS.NET, Inc. to provide fax services over the Internet, prepaid credit cards
and other Internet Protocol based services. AmTec's joint venture operations in
six cellular networks in Hebei Province in Northeast China have been terminated.
AmTec continues to have a joint venture with the Electronics Industry Department
of Hebei Province and are repositioning that joint venture with a view to
providing Internet Protocol fax, voice and other services which can be
transmitted over digital telephone lines or the Internet.

Year Ended March 31, 2000 Compared to Year Ended March 31, 1999

Revenue. Revenue from real estate sales decreased $31 million, or 73.8%,
from $42 million in 1999 to $11 million in 2000. 1999 revenue of $42 million
from real estate sales is attributable to the sale of 223 condominium units
while 2000 revenue of $11 million is attributable to the sale of 54 condominium
units. Commission income earned from lease signings increased $200,000, or
20.0%, from $1.0 million in 1999 to $1.2 million in 2000 due to the timing of
lease renewals. Development fees increased $720,000, or 115.2%, from $625,000 in
1999 to $1.35 million in 2000. The increase is due to the signing of development
agreements in 2000. Management fees charged with respect to the management of
commercial and residential property increased $301,000, or 39.2%, from $768,000
in fiscal 1999 to $1.1 million in fiscal 2000. The increase is a result of the
acquisition of various office building management contracts. Construction fees
of $749,000 in 2000 pertained to the management of various construction
projects. Terremark did not generate any construction fees in 1999.

Cost of Real Estate Sold. Cost of real estate sold decreased by $22.2
million, or 71.4%, from $31.1 million for the year ended March 1999 to $8.9
million for the year ended March 2000, which is attributable to the decrease in
condominium unit sales. The decrease in gross margin as percentage of sales
revenue from 25.9% in 1999 to 19.4% in 2000 is mainly attributable to reduced
margins on the final sell-out of certain condominium units.

General and Administrative Expenses. General and administrative expenses
increased by $1.9 million, or 31.5%, from approximately $6.0 million in 1999 to
approximately $7.9 million in 2000. This increase is attributable primarily to
increased costs related to hospitality and management services.

Sales and Marketing Expenses. Sales and marketing expenses decreased from
$5.5 million in 1999 compared to $2.9 million in 2000, representing a decrease
of $2.6 million, or 46.5%. Sales and marketing expenses were used to promote
sales of condominium units.

Depreciation Expense. Depreciation expense increased from $50,000 to
$81,000, an increase of 62.0%, which resulted from the increase in furniture and
computer equipment.

22
<PAGE> 25

Interest Income. Interest income decreased $41,000, or 15.6%, in 2000,
from $263,000 in 1999 to $222,000 in 2000, due to a decrease in cash balances.

Interest Expense, Net of Capitalized Interest. Interest expense decreased
$695,000, or 46.3%, in 2000, from $1.5 million in 1999 to $805,000 in 2000, due
to a decrease in debt financing used to fund the completion of a condominium
project in 1999.

Other (Expense) Income. Other (expense) income decreased in 2000, from
income of $167,000 in 1999 to expense of $69,000 in 2000. This decrease is a
result of the net operating loss associated with carrying costs of real estate
held for sale.

Dividend on Preferred Stock. Dividend on redeemable preferred stock was
$417,669 in fiscal 2000. The preferred stock was issued on March 31, 1999.

Net (Loss) Income. Overall net income was down $5.4 million, or 43.1%,
from $624,000 in 1999 to $(6.0) million in 2000. This was due to the decrease in
real estate revenue and increase in general and administrative expenses in 2000
as compared to 1999.

Year Ended March 31, 1999 Compared to Year Ended March 31, 1998

Revenue. Revenue from real estate sales increased $5.0 million, or 13.5%,
from $37 million in 1998 to $42.0 million in 1999. Revenue in 1999 from real
estate sales includes condominium unit sales of $47.0 million. Revenue from real
estate sales in 1998 includes the sale of land for $23.8 million and condominium
unit sales of $13.2 million. Commission income earned from leasing increased
$860,000, from $162,000 in 1998 to $1,022,000 in 1999 due to the timing of lease
renewals. The increase in development fees from $0 in 1998 to $625,000 in 1999
is due to the signing of various project development agreements in 1999.
Management fees charged with respect to the management of commercial and
residential property more than doubled, increasing from $312,000 in 1998 to
$768,000 in 1999 as a result of the acquisition of various office building
management contracts. Construction fees in 1998 were related to the management
of a construction project. Terremark did not generate any construction fees in
1999.

Cost of Real Estate Sold. Cost of real estate sold increased by $8.4
million, or 37.0%, from $22.7 million for the year ended March 1998 to $31.1
million for the year ended March 1999, which is attributable to an increase in
condominium unit sales. The decrease in gross margin as percentage of sales
revenue from 38.8% in 1998 to 25.9% in 1999 is mainly attributable to the sale
of land in 1998 which had a gross margin of 55.0%.

General and Administrative Expenses. General and administrative expenses
fell by 14.3% from approximately $7.0 million in 1998 to approximately $6.0
million in 1999. This decrease is attributable to a fee to a financial
institution for a loan commitment, internal costs related to the sale of land
and an increase in compensation to existing employees, all of which was paid in
1998.

Sales and Marketing Expenses. Sales and marketing expenses increased from
$1.8 million in 1998 to $5.5 million in 1999, representing an increase of over
200%. Sales and marketing expenses were used to promote sales of condominium
units.

Depreciation Expense. Depreciation expense increased from $19,000 to
$50,000, an increase of 163.2%, which resulted from the increase in furniture
and computer equipment.

Interest Income. Interest income increased 224.7% from $81,000 in 1998 to
$263,000 in 1999, due to an increase in cash balances.

Interest Expense, Net of Capitalized Interest. Interest expense increased
25.0% in 1999, from $1.2 million in 1998 to $1.5 million in 1999 due to an
increase in debt financing used to fund the completion of a condominium project.

Other Income. Other income increased 173.8% in 1999, from $61,000 in 1998
to $167,000 in 1999. This increase is a result of rental income from condominium
units and a lease cancellation fee.

23
<PAGE> 26

Net Income. Overall net income decreased 43.3%, from $1.1 million in 1998
to $624,000 in 1999. This was primarily due to the reduced gross margin realized
on the sale of real estate compared to 1998.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows provided by operations for the year ended March 31, 1999 was
$15.9 million compared to $7.4 million used in operations for the same period in
2000, a decrease of $23.3 million or approximately 146.5%. The increase in cash
flows used in operations resulted primarily from a reduction in proceeds from
the sale of condominium units.

Cash flows used in investing activities for the year ended March 31, 1999
was $194,000 compared to $735,000 used in investing activities for the same
period in 2000, a increase of $541,000. Cash flows from investing activities
decreased primarily because of purchase of fixed assets.

Cash flows used in financing activities for the year ended March 31, 1999
was $19.2 million compared to cash flows provided in financing activities of
$8.7 million for the same period in 2000, an increase of $27.9 million. The
increase in cash from financing activities resulted primarily from an increase
in new borrowings (net of payments on loans), related to condominium projects.

In the year ended, March 31, 1999, Terremark spent approximately $8.9
million on capital expenditures related primarily to properties which were
completed and partially sold in fiscal year 1999 and will continue to be sold
beyond fiscal year 1999. In the year ended, March 31, 2000, Terremark spent
approximately $8.9 million on capital expenditures related to the development of
a new condominium project.

Terremark's long-term capital requirements consist of funds for investment
in development projects as well as for debt service. Historically, Terremark has
met its capital requirements primarily through debt financing and operating cash
flow. The primary debt financing is a loan from a commercial lender, secured by
a first mortgage on the real estate and guaranteed by a majority shareholder for
approximately $28.3 million and a financing from a corporation for approximately
$27.1 million guaranteed by the Company. The financing was used to acquire the
general and limited partnership interests that comprise Terremark Centre, Ltd.
Other debt financing includes the following two loans: (1) loan from a
commercial lender, secured by a first mortgage on real estate and guaranteed by
the majority shareholder. This loan has also been substantially reduced from
$17.5 million in March 31, 1998 to $2.7 million in 2000. (2) a line of credit
from a commercial lender, secured by a first mortgage on real estate and
guaranteed by a shareholder. As of March 31, 2000, the balance outstanding is
approximately $14.6 million.

We believe that our cash and cash equivalents, cash generated from
operations, borrowing capacity and access to other financing sources will be
adequate to meet its anticipated short-term and long-term liquidity
requirements, including scheduled debt repayments and capital expenditures.

INFLATION

We operate in the United States. The general rate of inflation has been
insignificant over the past several years and has not had a material impact on
our results of operations.

MARKET RISK

One of the major risks of developing and investing in real estate is the
possibility that properties will not generate income sufficient to meet
operating expenses and will generate income and capital appreciation, if any, at
a rate less than that anticipated or available through investment in comparable
real estate or other investments. The real estate industry is cyclical and
affected by changes in general and local economic and other conditions including
employment levels, demographics considerations, availability of financing,
interest rate levels, consumer confidence and real estate demand. Economic
conditions in ancillary markets.

In addition, developers are subject to various risks, many of them outside
the control of the developer including competitive overbuilding, availability
and cost of property, materials and labor, adverse weather conditions which can
cause delays in construction schedules, cost overruns, changes in government
regulations

24
<PAGE> 27

pertaining to building standards or environmental matters, increases in real
estate taxes and other local government fees and acts of God, such as hurricanes
and floods. Terremark cannot predict whether interest rates will be at levels
attractive to prospective tenants or buyers and any increase in interest rates
could affect Terremark's business adversely.

SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS

Significant Accounting Policies. Real estate inventories consist of
completed condominiums and condominiums under development. Real estate
inventories, including capitalized interest and real estate taxes, are carried
at the lower of cost or fair value determined by evaluation of individual
projects. Acquisition, development, interest and other indirect costs related to
acquisition and development of real estate projects are capitalized. The
capitalized costs are charged to earnings as the related revenue is recognized.
Sales and marketing costs and the carrying costs of condominium units completed
and held for sale are expensed as incurred. Total land, development, and common
costs are apportioned on the relative sales value method for each project.

Revenues from construction and development activities are recognized on a
completed contract basis. The related profit is recognized in full when
collectibility of the sale price is reasonably assured and the earnings process
is substantially complete. Revenues and expenses related to the leasing,
management and financing activities are recognized at the time service is
provided.

New Accounting Pronouncements. In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133 (FASB
133), "Accounting for Derivative Instruments and Hedging Activities," which
becomes effective and is required to be adopted in years beginning after June
15, 2000. FASB 133 requires all derivatives to be recorded in the balance sheet
at fair value. FASB 133 establishes the accounting procedures for hedges that
will affect the timing of recognition and the manner in which hedging gains and
losses are recognized in our financial statements. Derivatives that are not
hedges must be adjusted to fair value through income. If derivatives are hedges,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings or will be recognized in other
comprehensive income until the hedged item is recognized in earnings. We have no
derivative instruments.

LEGAL MATTERS

Greenberg Traurig, P.A., Miami, Florida, has passed upon the validity of
the issuance of the shares being offered by this prospectus.

EXPERTS

The financial statements as of March 31, 2000 and 1999 and for each of the
three years in the period ended March 31, 2000 of Terremark Holdings, Inc.
included in this Registration Statement on Form S-3 have been so included in
reliance on the report of PricewaterhouseCoopers LLP, independent certified
public accountants, given on the authority of said firm as experts in auditing
and accounting.

The financial statements incorporated in this registration statement by
reference from the Annual Report on Form 10-K of Terremark Worldwide, Inc.
(formerly known as AmTec, Inc.) for the year ended March 31, 2000 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
the materials we file with the Commission at the Commission's public reference
room at 450 Fifth Street, N.W. Washington D.C. 20549 and at the
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<PAGE> 28

Commission's regional offices in Chicago, Illinois and New York, New York.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The Commission also maintains an
Internet site that contains reports, proxy and information statements and other
information regarding issuers that file with the Commission, including us. The
site's address is http://www.sec.gov. You can request copies of those documents,
upon payment of a duplicating fee, by writing to the Commission.

INCORPORATION BY REFERENCE

The Commission allows us to "incorporate by reference" in this prospectus
other information we file with them, which means that we can disclose important
information to you by referring you to those documents. This prospectus
incorporates important business and financial information about us that is not
included in or delivered with this prospectus. The information that we file
later with the SEC will automatically update and supersede the information
included in and incorporated by reference in this prospectus. We incorporate by
reference the documents listed below which have been filed with the Commission
and any future filings made with the Commission under Sections 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), until we
sell all the securities offered by this prospectus:

1. our current report on Form 8-K filed May 15, 2000;

2. our annual report on Form 10-K405 filed June 29, 2000;

3. our current report on Form 8-K filed June 30, 2000;

4. our definitive proxy statement on Form 14A dated July 28, 2000;

5. our quarterly report on Form 10-Q filed on August 14, 2000; and

6. our current report on Form 8-K/A filed August 23, 2000.

We have filed each of these documents with the Commission and they are
available from the Commission's Internet site and public reference rooms
described under "Where you can obtain additional available information about us"
above. You may also request a copy of these filings, at no cost, by writing or
calling us at the following address:

Brian K. Goodkind
Executive Vice President and Chief Operating Officer
Terremark Worldwide, Inc.
2601 S. Bayshore Drive
Coconut Grove, Florida 33133

Telephone requests may be directed to Brian K. Goodkind at (305) 856-3200.

26
<PAGE> 29

TERREMARK WORLDWIDE, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PRO FORMA (UNAUDITED):
Pro Forma Condensed Consolidated Statement of Operations
for the year ended March 31, 2000...................... F-3
Notes to Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the year ended March 31,
2000................................................... F-4
Pro Forma Condensed Consolidated Statement of Operations
for the three months ended June 30, 2000............... F-5
Notes to Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the three months ended June
30, 2000............................................... F-6

HISTORICAL:
Annual Periods -- Terremark Holdings, Inc.
Report of Independent Certified Public Accountants..... F-8
Consolidated Balance Sheets as of March 31, 2000 and
1999.................................................. F-9
Consolidated Statements of Operations for the years
ended March 31, 2000, 1999 and 1998................... F-10
Consolidated Statement of Changes in Stockholders'
Equity for the years ended March 31, 2000, 1999 and
1998.................................................. F-11
Consolidated Statements of Cash Flows for the years
ended March 31, 2000, 1999 and 1998................... F-12
Notes to Consolidated Financial Statements............. F-14
Quarterly Periods (Unaudited) -- Terremark Worldwide, Inc.
Consolidated Balance Sheets as of June 30, 2000 and
March 31, 2000........................................ F-25
Consolidated Statements of Operations for the three
months ended June 30, 2000 and 1999................... F-26
Consolidated Statement of Changes in Stockholders'
Equity for the three months ended June 30, 2000....... F-27
Consolidated Statements of Cash Flows for the three
months ended June 30, 2000 and 1999................... F-28
Notes to Consolidated Financial Statements............. F-29
</TABLE>

F-1
<PAGE> 30

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial
statements (the "pro forma financial statements") are derived from historical
financial statements of Terremark Holdings and AmTec, and have been prepared to
illustrate the effects of the merger of Terremark Holdings and AmTec, including
Vistagreen's acquisition of a 35% ownership interest in the merged company with
proceeds from repayment of the notes delivered by Terremark to Vistagreen for
the purchase of Terremark Centre as described below.

The unaudited pro forma condensed statements of operations for the three
months ended June 30, 2000 and for the year ended March 31, 2000 give effect to
the merger of Terremark and AmTec as if the transaction had occurred on April 1,
1999. An unaudited pro forma balance sheet illustrating the merger transaction
is not provided, since the transaction is already reflected in the unaudited
balance sheet as of June 30, 2000, which is included in the unaudited financial
statements as of and for the period ended June 30, 2000, appearing elsewhere in
this document.

The pro forma financial statements are unaudited and do not purport to be
indicative of actual results of operations that would have been reported had
such events actually occurred on the dates specified, nor do they purport to be
indicative of Terremark Worldwide's future results. No estimates of future cost
savings related to among other things, administrative consolidations and other
efficiencies have been reflected in these pro forma financial statements. The
pro forma financial statements, including the notes thereto, should be read in
conjunction with the audited and unaudited historical financial statements,
including the notes thereto, appearing elsewhere in this document or
incorporated by reference.

The merger transaction resulted in Terremark Holdings' shareholders
receiving a majority of the combined company's voting common stock. Accordingly,
the merger was treated as a reverse acquisition for accounting purposes, with
Terremark Holdings as the acquirer. After the merger, comparative historical
information of the combined company is that of Terremark Holdings. Subsequent to
the merger, the company has been known as Terremark Worldwide, Inc.

F-2
<PAGE> 31

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2000
(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
TERREMARK AMTEC MERGER COMPANY
HISTORICAL HISTORICAL ADJUSTMENTS(A) PRO FORMA
----------- ----------- -------------- ------------
<S> <C> <C> <C> <C>
Total revenues............................ $ 15,390 $ -- $ -- $ 15,390
Expenses:
Cost of real estate sold and services... 9,422 -- -- 9,422
Selling, general and administrative..... 10,851 4,350 -- 15,201
Depreciation and amortization........... 81 -- 7,329 7,410
----------- ----------- ----------- ------------
Operating expenses.............. 20,354 4,350 7,329 32,033
----------- ----------- ----------- ------------
Loss from operations.................... (4,964) (4,350) (7,329) (16,643)
Other (expense) income:
Equity in losses of affiliate and
unconsolidated subsidiary............ -- (318) -- (318)
Interest income......................... 222 -- -- 222
Interest expense........................ (804) -- -- (804)
Other (expense) income.................. 38 94 -- 132
Dividend on preferred stock............. (418) (350) 418 (350)
----------- ----------- ----------- ------------
Total other (expense) income.... (962) (574) 418 (1,118)
----------- ----------- ----------- ------------
Loss before income taxes................ (5,926) (4,924) (6,911) (17,761)
Income taxes:
Current tax expense..................... 107 -- -- 107
Deferred tax expense.................... -- -- -- --
----------- ----------- ----------- ------------
Total income tax expense........ 107 -- -- 107
----------- ----------- ----------- ------------
Net loss........................ $ (6,033) $ (4,924) $ (6,911) $ (17,868)
=========== =========== =========== ============
Loss per share:
Basic and diluted....................... $ (0.09) $ (0.15) $ (0.10)
=========== =========== =========== ============
Weighted average shares outstanding
Basic and diluted(b)................. 70,685,845 33,960,017 76,576,334 181,222,196
=========== =========== =========== ============
</TABLE>

F-3
<PAGE> 32

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2000

(a) Merger adjustments include approximately $7,329,000 in amortization from
April 1, 1999 through March 31, 2000 of goodwill resulting from the excess
purchase price of AmTec over the estimated fair value of AmTec's
identifiable assets and liabilities. The purchase price was approximately
$49.9 million and goodwill resulting from the purchase price allocation
was approximately $35.5 million. The goodwill amortization period is five
years and is based on preliminary studies and valuations of AmTec by a
third party. Management does not believe that the final purchase price
allocation and resulting amortization will produce materially different
results than those reflected herein.

Merger adjustments also include the elimination of approximately $418,000
in dividends on Terremark preferred stock, which was converted into common
shares in conjunction with the Terremark and AmTec merger transaction.

(b) Basic weighted average shares represents the total number of shares issued
to related shareholders in the merger and includes the conversion of
Terremark's shares to shares in the merged company as if such conversion
had occurred at April 1, 1999.

F-4
<PAGE> 33

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
TERREMARK AMTEC MERGER COMPANY
HISTORICAL HISTORICAL(A) ADJUSTMENTS(B) PRO FORMA
------------ ------------- -------------- ------------
<S> <C> <C> <C> <C>
Total revenues............................ $ 1,825 $ -- $ -- $ 1,825
Expenses:
Cost of real estate sold and services... 668 -- -- 668
Selling, general and administrative..... 4,067 303 -- 4,370
Depreciation and amortization........... 1,594 -- 611 2,205
------------ ----- ----------- ------------
Operating expenses.............. 6,329 303 611 7,243
------------ ----- ----------- ------------
Loss from operations.................... (4,504) (303) (611) (5,418)
Other (expense) income:
Equity in losses of affiliate and
unconsolidated subsidiary............ (174) -- -- (174)
Interest income......................... 163 -- -- 163
Interest expense........................ (245) -- -- (245)
Other (expense) income.................. (702) 33 -- (669)
Dividend on preferred stock............. (35) -- 35 --
------------ ----- ----------- ------------
Total other (expense) income.... (993) 33 35 (925)
------------ ----- ----------- ------------
Loss before income taxes................ (5,497) (270) (576) (6,343)
Income taxes:
Current tax expense..................... -- -- -- --
Deferred tax expense.................... -- -- -- --
------------ ----- ----------- ------------
Total income tax expense........ -- -- -- --
------------ ----- ----------- ------------
Net loss........................ $ (5,497) $(270) $ (576) $ (6,343)
============ ===== =========== ============
Loss per share:
Basic and diluted....................... $ (0.04) $ (0.03)
============ ============
Weighted average shares outstanding
Basic and diluted(c)................. 152,996,230 35,325,641 188,321,871
============ =========== ============
</TABLE>

F-5
<PAGE> 34

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000

(a) AmTec Historical represents the results of operations of AmTec for the
period April 1, 2000 through April 28, 2000 and are unaudited.

(b) Merger adjustments include approximately $611,000 in amortization from
April 1, 2000 through April 28, 2000 of goodwill resulting from the excess
purchase price of AmTec over the estimated fair value of AmTec's
identifiable assets and liabilities. The purchase price was approximately
$49.9 million and goodwill resulting from the purchase price allocation
was approximately $35.5 million. The goodwill amortization period is five
years and is based on preliminary studies and valuations of AmTec by a
third party. Management does not believe that the final purchase price
allocation and resulting amortization will produce materially different
results than those reflected herein.

Merger adjustments also include the elimination of approximately $35,000
in dividends on Terremark preferred stock, which was converted into common
shares in conjunction with the Terremark and AmTec merger transaction.

(c) Basic weighted average shares represents the total number of shares issued
to related shareholders in the merger and includes the conversion of
Terremark's shares to shares in the merged company as if such conversion
had occurred at April 1, 2000.

F-6
<PAGE> 35

TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2000

F-7
<PAGE> 36

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of
Terremark Holdings, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of changes in stockholders'
equity and of cash flows present fairly, in all material respects, the financial
position of Terremark Holdings, Inc. and its subsidiaries at March 31, 2000 and
1999, and the results of their operations and their cash flows for each of the
three years in the period ended March 31, 2000, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICEWATERHOUSECOOPERS LLP

Fort Lauderdale, Florida
June 26, 2000

F-8
<PAGE> 37

TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31,
--------------------------
2000 1999
------------ -----------
<S> <C> <C>
ASSETS
Real estate inventories..................................... $ 11,797,306 $12,888,206
Cash and cash equivalents................................... 3,391,977 2,808,033
Restricted cash............................................. 506,776 31,317
Accounts receivable......................................... 777,307 589,578
Notes receivable............................................ 2,755,413 337,050
Furniture and equipment, net of accumulated depreciation of
$133,943 and $52,679, respectively........................ 1,010,735 191,018
Other assets................................................ 1,977,373 752,389
Real estate held for sale................................... 55,781,259 --
------------ -----------
Total assets...................................... $ 77,998,146 $17,597,591
============ ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable............................................... $ 72,784,079 $ 8,630,556
Trade payable and other liabilities......................... 4,083,039 1,734,280
Interest payable............................................ 72,914 387,696
Tenant and customer deposits................................ 458,962 235,396
Deferred revenue............................................ 122,721 100,000
------------ -----------
77,521,715 11,087,928
------------ -----------
Preferred stock, $1 par value, 4,176,693 shares authorized,
issued and outstanding.................................... 4,176,693 4,176,693
Common stock, $.001 par value, 300,000,000 authorized;
70,685,845 shares issued and outstanding.................. 70,686 70,686
Paid in capital............................................. 7,954,010 7,954,010
Retained deficit............................................ (11,724,958) (5,691,726)
Commitments and contingencies (Note 11)
------------ -----------
476,431 6,509,663
------------ -----------
Total liabilities and stockholders' equity........ $ 77,998,146 $17,597,591
============ ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-9
<PAGE> 38

TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Real estate sales..................................... $11,008,332 $42,041,391 $37,038,299
Commission income..................................... 1,218,647 1,021,560 162,367
Development fees...................................... 1,345,000 625,000 --
Management fees....................................... 1,069,176 768,161 311,791
Construction fees..................................... 749,262 -- 120,000
----------- ----------- -----------
Operating revenues............................ 15,390,417 44,456,112 37,632,457
----------- ----------- -----------
Expenses:
Cost of real estate sold.............................. 8,867,641 31,147,530 22,666,891
Construction expenses................................. 554,610 -- --
General and administrative expenses................... 7,917,793 6,020,047 7,023,862
Sales and marketing expenses.......................... 2,933,125 5,479,561 1,783,621
Provision for write down of real estate inventories... -- -- 3,891,911
Bad debt expense...................................... -- 71,472 81,900
Depreciation and amortization......................... 81,264 50,012 19,475
----------- ----------- -----------
Operating expenses............................ 20,354,433 42,768,622 35,467,660
----------- ----------- -----------
(Loss) income from operations......................... (4,964,016) 1,687,490 2,164,797
----------- ----------- -----------
Other income (expense):
Interest income....................................... 222,062 263,179 80,944
Interest expense...................................... (804,785) (1,493,539) (1,210,191)
Other (expense) income................................ (68,824) 167,056 61,000
Dividend on preferred stock........................... (417,669) -- --
----------- ----------- -----------
Total other expense........................... (1,069,216) (1,063,304) (1,068,247)
----------- ----------- -----------
(Loss) income before income taxes..................... (6,033,232) 624,186 1,096,550
Income taxes:
Current tax expense................................... -- -- 106,924
Deferred tax (benefit)................................ -- -- (106,924)
----------- ----------- -----------
Total income tax expense...................... -- -- --
----------- ----------- -----------
Net (loss) income............................. $(6,033,232) $ 624,186 $ 1,096,550
=========== =========== ===========
Basic and diluted (loss) earnings per common share.... $ (0.09) $ 0.01 $ 0.02
=========== =========== ===========
Weighted average common shares outstanding............ 70,685,845 70,685,845 70,685,845
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-10
<PAGE> 39

TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
STOCKHOLDERS' EQUITY
-------------------------------------------------------------
COMMON STOCK
PAR VALUE $.001
-------------------- ADDITIONAL
PREFERRED ISSUED PAID-IN RETAINED
STOCK SHARES AMOUNT CAPITAL DEFICIT
---------- ---------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1997............ $ -- 70,685,845 $70,686 $7,954,010 $ (7,412,462)
Net income........................... 1,096,550
---------- ---------- ------- ---------- ------------
Balance at March 31, 1998............ -- 70,685,845 70,686 7,954,010 (6,315,912)
Preferred stock issued in conversion
of debt (4,176,693 shares
$1/share).......................... 4,176,693
Net income........................... 624,186
---------- ---------- ------- ---------- ------------
Balance at March 31, 1999............ 4,176,693 70,685,845 70,686 7,954,010 (5,691,726)
Net loss............................. (6,033,232)
---------- ---------- ------- ---------- ------------
Balance at March 31, 2000............ $4,176,693 70,685,845 $70,686 $7,954,010 $(11,724,958)
========== ========== ======= ========== ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-11
<PAGE> 40

TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED MARCH 31,
----------------------------------------
2000 1999 1998
------------ ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income.................................... $ (6,033,232) $ 624,186 $ 1,096,550
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Depreciation...................................... 23,967 38,847 19,475
Amortization of loan costs to interest expense.... 137,749 118,362 169,557
Amortization of capital lease..................... 57,297 11,165 --
Write off of bad debt............................. -- 71,472 81,900
Gain on sale of building.......................... -- -- (61,690)
Write-down of Terremark Centre.................... 443,627
Provision for impairment of real estate
inventories..................................... -- -- 3,891,911
(Increase) decrease in:
Real estate inventories:
Additions to real estate inventories............ (8,904,807) (8,940,739) (34,115,795)
Capitalized interest and real estate taxes...... (71,027) (1,784,057) (2,816,879)
Cost of real estate inventories conveyed........ 9,905,620 31,147,530 22,666,851
Restricted cash................................. (212,335) (14,317) 586,105
Accounts receivable............................. 164,172 (598,887) 237,511
Shareholder receivable.......................... -- 548,795 (1,377,657)
Notes receivable................................ (2,418,363) 387,592 (371,990)
Receivable from affiliate....................... -- -- 872,090
Other assets.................................... (263,702) 973,703 (1,316,223)
Increase (decrease) in:
Trade payable and other liabilities............. 189,121 (1,880,818) 1,302,035
Tenant and customer deposits.................... (109,559) (2,343,056) 1,754,552
Interest payable................................ (351,312) (2,286,367) (66,025)
Deferred revenue................................ 22,721 (217,934) 317,934
------------ ----------- -----------
Net cash (used in) provided by operating
activities................................. (7,420,063) 15,855,477 (7,129,788)
------------ ----------- -----------
Cash flows from investing activities:
Purchase of fixed assets............................. (730,718) (194,496) (13,290)
Assets acquired under capital lease.................. (14,691) -- --
Sale of building..................................... -- -- 564,884
Cash acquired in acquisition of Terremark Centre..... 10,250 -- --
Cash acquired in acquisition of Grove Hill, Ltd...... -- -- 935,308
------------ ----------- -----------
Net cash (used in) provided by investing
activities................................. (735,159) (194,496) 1,486,902
------------ ----------- -----------
Cash flows from financing activities:
New borrowings....................................... 17,861,701 18,136,761 26,881,503
Payments on loans.................................... (9,122,535) (37,410,591) (17,850,094)
Cash overdraft....................................... -- 44,704 --
------------ ----------- -----------
Net cash provided by (used in) financing
activities................................. 8,739,166 (19,229,126) 9,031,409
------------ ----------- -----------
Net increase (decrease) in cash.............. 583,944 (3,568,145) 3,388,523
Cash and cash equivalents at beginning of year......... 2,808,033 6,376,178 2,987,655
------------ ----------- -----------
Cash and cash equivalents at end of year............... $ 3,391,977 $ 2,808,033 $ 6,376,178
============ =========== ===========
</TABLE>

F-12
<PAGE> 41

<TABLE>
<CAPTION>
FOR THE YEARS ENDED MARCH 31,
----------------------------------------
2000 1999 1998
------------ ----------- -----------
<S> <C> <C> <C>
Supplemental Disclosure:
Non-monetary transactions:
Conversion of debt to equity
Notes payable................................... $ -- $(3,597,474) $ --
Interest payable................................ -- (579,219) --
Preferred stock................................. -- 4,176,693 --
Terremark Centre acquisition
Cash and cash equivalents....................... 10,250 -- --
Restricted cash................................. 263,124 -- --
Accounts receivable............................. 351,901 -- --
Other assets.................................... 1,116,653 -- --
Real estate held for sale....................... 56,000,000 -- --
Trade payable and other liabilities............. (1,957,916) -- --
Interest payable................................ (36,530) -- --
Tenant and customer deposits.................... (333,125) -- --
Notes payable................................... (55,414,357) -- --
Grove Hill, Ltd. acquisition
Notes payable................................... -- -- (3,597,474)
Real estate inventories......................... -- -- 3,597,474
------------ ----------- -----------
$ -- $ -- $ --
============ =========== ===========
Interest paid (net of amount capitalized).............. $ 366,707 $ 990,245 $ 1,315,377
============ =========== ===========
Taxes paid............................................. $ -- $ 320,375 $ --
============ =========== ===========
Assets acquired under capital lease.................... $ 216,412 $ 111,654 $ --
============ =========== ===========
</TABLE>

In 2000, the Company reclassified approximately $178,000 from real estate
inventories to furniture and equipment.

The accompanying notes are an integral part of these consolidated financial
statements.

F-13
<PAGE> 42

TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000

1. BUSINESS AND ORGANIZATION

Terremark Holdings, Inc. and subsidiaries (the "Company") are engaged in
various real estate services, including management, development, construction,
sales, leasing and financing of real estate projects. The Company was founded in
1982.

The Company's commercial and mixed use development activities include
concept development, acquisition of land, project design, equity and financing
arrangement, construction, sales and leasing. Under various service agreements,
the Company currently manages commercial and residential property. Management
activities include operations, maintenance, leasing and brokerage services. The
Company also develops and sells condominiums and condominium hotels under its
Fortune House concept. Fortune House allows individual owners of condominium
units to participate in a hotel-style rental program while not in residence.

On April 28, 2000, the Company completed a reverse merger with AmTec, Inc.
("AmTec"), a public company. The surviving company was renamed Terremark
Worldwide, Inc. ("TWW"). As a result of the reverse merger, each share of the
Company's common stock was converted into approximately 63 shares of TWW common
stock. Stockholders' equity reflects this conversion as if it had occurred at
the beginning of each period. Prior to the AmTec merger, the Company was solely
engaged in various real estate services. Subsequently, the Company will also be
engaged in telecom services and telecom facilities management and will report
business segment information.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the Company's significant accounting principles and practices
used in the preparation of the consolidated financial statements follows.

Basis of Financial Statement Presentation

The Company's consolidated financial statements include the Company's
wholly-owned subsidiaries. All significant intercompany balances and
transactions are eliminated in consolidation.

The accounts of Grove Hill, Ltd., whose General Partner is also a
shareholder of the Company, are also consolidated in these financial statements.
In April 1997, the Company acquired a 49.5% interest in Grove Hill through the
assumption of an approximate $3.6 million note due to a financial institution.
At the time of acquisition, the only significant assets of Grove Hill were 32
completed condominium units held for sale. The fair value of the liabilities
assumed of approximately $25.2 million were greater than the fair value of the
assets, and as a result an impairment of approximately $3.9 million was
recorded.

Use of Estimates

The Company prepares its financial statements in conformity with generally
accepted accounting principles. These principles require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior years' financial
statements to conform with current presentation.

F-14
<PAGE> 43
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

New Accounting Standards Not Yet Adopted

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Derivative Instruments and Hedging
Activities," which is effective for fiscal years beginning after June 15, 2000.
The Company has no derivative instruments.

Real Estate Inventories and Cost of Real Estate Sold

The Company subcontracts construction to third parties and the construction
contracts require subcontractors to repair or replace deficiencies related to
their trade.

Whenever events or circumstances indicate that the carrying value of the
real estate inventories may not be recoverable, impairment losses are recorded
and the related assets are adjusted to their estimated fair market value, less
selling costs.

Cash, Cash Equivalents and Restricted Cash

The Company considers all amounts held in highly liquid instruments with an
original purchased maturity of three months or less to be cash equivalents. Cash
and cash equivalents include cash balances maintained in the operating and
interest-bearing money market accounts at the Company's banks. Restricted cash
includes escrowed cash balances for tenant security and customer purchase
deposits.

The Company has concentrated its credit risk for cash by maintaining
deposits in banks in excess of federally insured limits. The maximum loss that
would have resulted from the risk totaled approximately $3.2 million as of March
31, 2000 and $2.6 million as of March 31, 1999, for the excess of the deposit
liabilities reported by the banks over the amounts that would have been covered
by federal insurance. The funds are on deposit in banks that have extended
credit to the Company in excess of the amounts at risk.

The Company's business and customer base is primarily in the Miami, Florida
area. Consequently, any significant economic downturn in this market could have
an effect on the Company's business, results of operations and financial
condition.

Allowance for Uncollectible Receivables

Management regularly evaluates factors affecting collectibility of
receivable balances. Management believes all accounts at March 31, 2000 and 1999
are collectible, therefore, no allowance for uncollectible receivables is
maintained.

F-15
<PAGE> 44
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Furniture and Equipment, Net

Furniture and equipment include acquired assets and those accounted for
under a capital lease. These assets are depreciated on a straight-line method
over their estimated remaining useful lives, or term of the lease, as follows:

<TABLE>
<S> <C>
Computer software........................................... 3 years
Furniture, fixtures and equipment........................... 5 years
Leasehold improvements...................................... 5 years
Capital lease assets........................................ 3-5 years
</TABLE>

Trade Payable and Other Liabilities

Trade payable and other liabilities includes liabilities incurred during
the normal course of business and obligations under capital leases and license
fees payable.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," effective January 1, 1998. At March 31, 2000,
1999 and 1998, the Company had no comprehensive income.

Revenue and Profit Recognition

Basic and Diluted (Loss) Earnings Per Common Share

The Company has adopted Statement of Financial Accounting Standards No.
128, "Earnings Per Share" ("EPS"). Basic EPS equals net income divided by the
number of weighted average common shares. Diluted EPS includes potentially
dilutive securities such as stock options and convertible securities. The effect
of shares issuable upon exercise of convertible preferred stock is
anti-dilutive, therefore diluted earnings per share is not presented in a
comparative format.

3. REAL ESTATE INVENTORIES

Real estate inventories are summarized as follows:

<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
Work in progress............................................ $ 8,566,697 $ --
Completed inventories....................................... 3,230,609 14,662,428
----------- -----------
11,797,306 14,662,428
Less: impairment allowance.................................. -- (1,774,222)
----------- -----------
$11,797,306 $12,888,206
=========== ===========
</TABLE>

F-16
<PAGE> 45
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. NOTES RECEIVABLE

Notes receivable consist of the following:

<TABLE>
<CAPTION>
MARCH 31,
---------------------
2000 1999
---------- --------
<S> <C> <C>
$3,000,000 million line of credit to Spectrum
Telecommunications Corp., $1,000,000 and $-0- principal
outstanding at March 31, 2000 and 1999, respectively;
interest accrues annually at 10%.......................... $1,002,740 $ --
Notes receivable from AmTec, Inc., $1,125,000 principal,
interest accrues annually at 10%
Interest and principal due July 1, 2000................... 1,162,705 --
Note receivable from a corporation, $200,000 principal,
interest accrues annually at 8%
Interest and principal due upon demand.................... 220,647 207,974
Note receivable from a corporation, $360,000 principal
collateralized by second lien on condominium units,
interest accrues annually at 9% Interest and principal due
August 27, 2002........................................... 369,321 --
Other notes receivable...................................... -- 129,076
---------- --------
$2,755,413 $337,050
========== ========
</TABLE>

On March 21, 2000, the Company entered into an option agreement with
Spectrum Telecommunications Corp. ("Spectrum") to acquire substantially all of
its common stock. On June 26, 2000, the Company agreed to exercise its option
for 80% of Spectrum's common stock in exchange for (a) three million shares of
TWW and (b) forgiveness of the outstanding balance of the Company's line of
credit to Spectrum.

The Company has a further option for a period of 18 months from the date of
exercise to acquire the balance of Spectrum's capital stock in exchange for
$10.0 million or 1.5 million shares of Fusion Telecommunications International,
Inc., a related party through common ownership.

5. OTHER ASSETS

Other assets consist of the following:

<TABLE>
<CAPTION>
MARCH 31,
---------------------
2000 1999
---------- --------
<S> <C> <C>
Prepaid expenses and other.................................. $1,057,340 $545,329
Loan costs, net of accumulated amortization of $1,095,595
and $957,846.............................................. 368,946 207,060
Deferred acquisition costs.................................. 410,591 --
Reimbursable construction costs and other expenses.......... 140,496 --
---------- --------
$1,977,373 $752,389
========== ========
</TABLE>

Loan costs, principally loan origination and related fees, are deferred and
amortized as interest expense over the life of the respective loan using the
straight-line method, which approximates the effective interest method.

6. REAL ESTATE HELD FOR SALE

On December 22, 1999, the Company acquired for approximately $56.0 million
all partnership interests of Terremark Centre, Ltd. ("TCL"). TCL is a single
purpose entity and is fee simple owner of a 294,000

F-17
<PAGE> 46
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

square foot 21 story Class A office building with 1100 parking spaces and 16
townhouses on approximately 3.2 acres known as Terremark Centre, located in
Coconut Grove, Florida. The acquisition was financed through assumption of a
first mortgage of approximately $28.3 million on Terremark Centre and issuance
of approximately $27.1 million in purchase money notes to the sellers.

7. NOTES PAYABLE

Notes payable consist of the following:

<TABLE>
<CAPTION>
MARCH 31,
------------------------
2000 1999
----------- ----------
<S> <C> <C>
Note payable to a commercial lender, collateralized by a
first mortgage on real estate. Principal payable in
installments as condominium units are sold. Interest
accrues at prime, payable through an interest reserve.
Principal and unpaid interest due November 2000, with an
option for two six month extensions. Guaranteed by
majority shareholder...................................... $ 2,681,998 $7,217,557
Note payable to a commercial lender, payable in installments
as condominiums are sold with minimum annual principal
payments of $1.2 million. The loan matures in August 2002.
Interest accrues at 1% over prime, payable monthly.
Collateralized by condominiums. Guaranteed by majority
shareholder............................................... -- 1,124,999
Note payable to a corporation in seventy-five monthly
installments of principal and interest beginning January
1, 1999. Interest accrues at 9.5%......................... 272,397 288,000
$15 million line of credit facility with a financial
institution, collateralized by a first mortgage on real
estate and certain ownership interests in the Company held
by the majority shareholder co-borrower. Interest accrues
at 1% over prime, payable monthly. Outstanding balance and
unpaid accrued interest due March 6, 2001................. 14,631,700 --
Note payable to a financial institution, collateralized by a
first mortgage on Terremark Centre and all future rents of
the property. Principal and interest payable monthly based
on a 20-year amortization at 7.74% until May 15, 2001 and
at an adjustable rate thereafter. Remaining principal and
interest due the earlier of on demand or May 15, 2006..... 28,100,084 --
Notes payable to a corporation, collateralized by the
partnership interests of Terremark Centre, Ltd. Principal,
together with the greater of (a) all accrued and unpaid
interest at a rate of 7%, beginning December 22, 1999 or
(b) a minimum interest payment of $1,000,000, due upon
sale of Terremark Centre.................................. 27,097,900 --
----------- ----------
$72,784,079 $8,630,556
=========== ==========
</TABLE>

In June 2000, the Company amended its $15.0 million line of credit to
reduce the maximum amount to $7.5 million. In addition, the shareholder was
released as coborrower and the Company ownership interests held by the
shareholder were released as collateral.

F-18
<PAGE> 47
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Interest expense of $804,785, $1,493,539 and $1,210,191, net of amounts
capitalized to real estate inventories totaling $41,038, $1,657,948 and
$2,759,694, was recognized in fiscal years 2000, 1999 and 1998, respectively.

As of March 31, 2000, the future maturities of the Company's borrowing for
each of the subsequent five years and thereafter are as follows:

<TABLE>
<S> <C>
2001........................................................ $72,532,784
2002........................................................ 25,206
2003........................................................ 27,707
2004........................................................ 30,457
2005........................................................ 33,481
Thereafter.................................................. 134,444
-----------
Total............................................. $72,784,079
===========
</TABLE>

8. PREFERRED STOCK

On March 31, 1999, the holders of $3,597,474 of debt and $579,219 in
accrued interest payable converted their debt and the accrued interest into
4,176,693 shares of preferred stock. The $1 par value preferred stock has a 10%
cumulative preferred dividend, payable annually commencing March 31, 2000. At
March 31, 2000, there were cumulative unpaid dividends of $417,669. During April
2000, the preferred stock was acquired by certain members of Terremark's
management. Upon consummation of the AmTec merger, the preferred shares were
converted into 7,853,985 shares of TWW common stock.

9. INCOME TAXES

The deferred tax provision consists of income taxes relating to differences
between the tax bases of assets and liabilities and their financial reporting
amounts.

<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
Deferred tax assets:
Excess of tax basis over book basis on real estate
investment............................................. $ -- $ 31,934
Charitable contributions.................................. 199,704 197,126
Deferred revenue (percentage of completion vs. completed
contract).............................................. 315,292 309,547
Allowances and other...................................... 166,938 --
Net operating loss carryforwards.......................... 2,745,673 694,178
Tax credits............................................... 245,780 245,780
----------- -----------
Total deferred tax assets......................... 3,673,387 1,478,565
----------- -----------
Valuation allowance......................................... (3,553,499) (1,371,641)
----------- -----------
Deferred tax liability:
Excess of book basis over tax basis on real estate
investment............................................. (109,758) --
Other..................................................... (10,130) --
----------- -----------
Total deferred tax liability...................... (119,888) --
----------- -----------
Net deferred tax asset............................ $ -- $ 106,924
=========== ===========
</TABLE>

F-19
<PAGE> 48
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

March 31, 2000 and 1999, respectively since the company has a history of
operating losses and in the near term does not expect taxable income.
Accordingly, the deferred tax asset will likely not be realized.

As of March 31, 2000, the Company had federal and state net operating loss
carryforwards of approximately $7.2 million, which begin to expire in 2019.
Utilization of these net operating losses may be limited if there is a
significant change in ownership.

The reconciliation between the statutory income tax rate and the effective
income tax rate on pre-tax income (loss) is as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
MARCH 31,
-----------------------
2000 1999 1998
----- ----- -----
<S> <C> <C> <C>
Rate reconciliation
Statutory rate............................................ (34.0)% 34.0% 34.0%
State income taxes, net of federal income tax benefit..... (3.3) 3.0 3.0
Other permanent differences............................... 2.7 -- --
Increase (decrease) in valuation allowance................ 36.4 (37.0) (37.0)
----- ----- -----
Effective tax rate.............................. 1.8% 0.0% 0.0%
===== ===== =====
</TABLE>

10. COMMITMENTS AND CONTINGENCIES

Leasing Activities

The Company leases space for its property management operations, office
equipment and furniture under operating leases. Equipment is also leased under a
capital lease, which is summarized as follows:

<TABLE>
<CAPTION>
MARCH 31,
-------------------
TERM 2000 1999
------- -------- --------
<S> <C> <C> <C>
Furniture and equipment.................................. 5 years $111,654 $111,654
Other equipment.......................................... 3 years 216,412 --
-------- --------
328,066 111,654
Less: accumulated amortization........................... 68,462 11,165
-------- --------
Net capitalized leased asset................... $259,604 $100,489
======== ========
</TABLE>

At March 31, 2000, future minimum lease payments for each of the succeeding
five years under non-cancellable operating and capital leases having a remaining
term in excess of one year are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
-------- ----------
<S> <C> <C>
2001........................................................ $109,208 $ 510,131
2002........................................................ 109,208 507,500
2003........................................................ 63,927 471,150
2004........................................................ 9,335 445,000
2005........................................................ -- 439,800
-------- ----------
Total minimum lease payments...................... 291,678 $2,373,581
==========
Amount representing interest...................... 38,055
--------
Present value of net minimum lease payments....... $253,623
========
</TABLE>

Operating lease expense amounted to $72,833, $37,565 and $24,984 for fiscal
years 2000, 1999 and 1998, respectively.

F-20
<PAGE> 49
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Litigation

The Company is a defendant in various lawsuits arising in the ordinary
course of business. Management, after consultation with its legal counsel,
believes its positions to be meritorious. However, in the event that decisions
are adverse, management does not believe the outcome of these matters would have
a material effect on the consolidated financial statements.

Contingent Profit

In conjunction with the August 1998 sale of its interest in certain real
estate acquired in January 1998, the Company entered into an agreement with the
buyer wherein the Company is entitled to an additional contingent payment of
$2.75 million plus a 10% cumulative return on the payment. The fee is due when
the buyer has recovered its invested capital plus a 10% return. The Company also
has a right to share in additional funds distributed above these returns. While
the Company recognized the gain from the sale, it has not recognized any income
under the contingent payment provisions as of March 31, 2000.

Other

The Company has unconditionally guaranteed payment of a first mortgage on
the remaining three condominium units in the Grove Hill project sold in December
1999. The purchaser assumed the existing first mortgage of approximately
$740,000, paid $100,000 in cash and provided the Company with a $360,000 second
mortgage. The Company recognized a $33,316 loss on the sale. As of March 31,
2000, $740,000 is outstanding under the first mortgage.

11. RELATED PARTY TRANSACTIONS

Due to the nature of the following relationships, the terms of the
respective agreements might not be the same as those which would result from
transactions among wholly unrelated parties. All significant related party
transactions require approval by the Company's board of directors.

Terremark Centre

In 1994, the Company entered into a property management and real estate
brokerage services agreement with Terremark Centre, Ltd. whose Partners share an
officer with the Company. The Company recorded as income, management fees of
$232,240, $320,964 and $311,791 and brokerage commissions of $764,412, $456,789
and $133,517 in fiscal 2000, 1999 and 1998, respectively.

In January 2000, the Company entered into a lease agreement with Terremark
Centre, Ltd. for office space. The lease commences in April 2000, and the
Company's aggregate commitment over the five year life is approximately $2.2
million. Prior to commencement of the lease, the Company occupied space in
Terremark Centre rent free in connection with providing property management and
real estate brokerage services.

Development Fees

The Company recorded development fee income in the amount of $20,000 from
an affiliate and $120,000 from a shareholder during the years ended March 31,
1999 and 1998, respectively.

Management Fees

Certain officers and executives of the Company own partnership interests in
two office buildings. The Company provides management services to both
partnerships for a fee. Management fee revenues totaled $119,416, $243,000 and
$0 for the years ended March 31, 2000, 1999 and 1998, respectively.

F-21
<PAGE> 50
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In fiscal 2000 and 1999, the Company provided management services to the
Fortune House Condominium Association. The Company recorded as income $50,000
and $30,780 relating to the services performed.

12. SUBSEQUENT EVENTS

Merger

On April 28, 2000, the Company merged with and into AmTec, a publicly
traded international telecommunications and services company, pursuant to an
agreement dated November 24, 1999 and approved by the stockholders of AmTec on
April 28, 2000 ("AmTec merger").

The AmTec merger will be accounted for using the purchase method of
accounting, with the Company treated as the acquirer for accounting purposes. As
a result, the assets and liabilities of the Company will be recorded at
historical values and the assets and liabilities of AmTec will be recorded at
their estimated fair values at the date of the merger. The purchase price is
based on the market capitalization of AmTec using $0.99 per AmTec common share,
the average trading price of AmTec shares, for a period immediately before and
after the proposed announcement on November 9, 1999 of the AmTec merger, plus
certain estimated merger related costs. In periods subsequent to the merger,
historical financial information of Terremark will be that of the surviving
corporation.

The following unaudited condensed results of operations for the years ended
March 31, 2000 and 1999 were prepared assuming the AmTec merger occurred on
April 1, 1999 and 1998, respectively.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
MARCH 31,
---------------------------
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenue................................................... $ 15,390,000 $ 44,456,000
Net loss.................................................. (17,868,000) (12,956,000)
Basic and diluted net loss per share...................... (0.10) (0.07)
</TABLE>

These amounts include AmTec's actual results for the years ended March 31,
2000 and 1999, respectively. In preparing the pro forma information, various
assumptions were made. This information is not necessarily indicative of what
would have occurred had these transactions occurred as of April 1, 1999 and
1998, nor is it indicative of the results of future combined operations.

Sale of Real Estate Held for Sale

In April 2000, the Company sold Terremark Centre for approximately $58.8
million, and certain assets and liabilities related to the building were
transferred to the purchaser at closing. No gain or loss was recognized on its
sale. The cash proceeds were used to repay approximately $55.8 in related debt,
including a first mortgage amounting to $28.8 million and approximately $27.0
million in other debt collateralized by the Terremark Centre. Pursuant to a
related agreement dated November 24, 1999, TWW sold a 35.0% ownership interest
in the merged company for $28.1 million immediately subsequent to the merger.

Sale of Common Stock

In April 2000, the TWW sold 68,722,349 shares of common stock to a third
party for approximately $28.1 million. The third party was the previous owner of
Terremark Centre.

F-22
<PAGE> 51
TERREMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Investments

In April 2000, the Company purchased, for $3.5 million, a 26.9% ownership
interest in Boca Technology Center, LLC, an entity formed for the purpose of
acquiring and operating the property formerly known as Blue Lake Technology
Center, a 1,770,000 square foot mixed use facility in Boca Raton, Florida.

In May 2000, TWW acquired Telecom Routing Exchange Developers, Inc., a
corporation holding rights to develop and manage facilities catering to the
telecommunications industry, in exchange for eight million shares of TWW common
stock.

In June 2000, TWW acquired all of the outstanding stock of Post Shell
Technology Contractors, Inc., a provider of construction services, in exchange
for three million shares of TWW common stock.

Other

In May 2000, TWW entered into an agreement to lease approximately 9,887
rentable square feet of office space at 405 Lexington Avenue, New York, New York
commencing in fiscal year 2001. TWW's aggregate commitment over the lease's ten
year life is approximately $6.2 million and is to be partially secured by a
letter of credit.

In June 2000, the Board of Directors of the Company adopted, subject to
stockholder approval, the 2000 stock option plan. Prior to the AmTec merger,
when the AmTec 1995 and 1996 stock option plans were adopted, the Company did
not have a plan.

F-23
<PAGE> 52

TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2000 AND MARCH 31, 2000 AND

FOR THE THREE-MONTH PERIODS ENDED

JUNE 30, 2000 AND 1999

F-24
<PAGE> 53

TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Real estate inventories..................................... $11,873,046 $ 11,797,306
Cash and cash equivalents................................... 11,281,823 3,391,977
Restricted cash............................................. 74,427 506,776
Accounts receivable......................................... 3,868,042 777,307
Investment in affiliate..................................... 1,289,000 --
Investments in unconsolidated entities...................... 6,003,799 --
Option agreements........................................... 8,900,000 --
Notes receivable............................................ 3,146,554 2,755,413
Furniture and equipment, net of accumulated depreciation of
$199,348 and $133,943, respectively....................... 1,225,322 1,010,735
Other assets................................................ 2,171,584 1,977,373
Identifiable intangible assets and goodwill, net of
accumulated amortization of $1,489,611 and $-0-,
respectively.............................................. 58,224,918 --
Real estate held for sale................................... -- 55,781,259
------------ ------------
Total assets...................................... $108,058,515 $ 77,998,146
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable............................................... $ 5,881,961 $ 72,784,079
Trade payable and other liabilities......................... 6,128,362 4,083,039
Interest payable............................................ 143,098 72,914
Tenant and customer deposits................................ 3,080 458,962
Deferred revenue............................................ 122,459 122,721
------------ ------------
$12,278,960 $ 77,521,715
============ ============
Convertible preferred stock: $1 par value, -0- and 4,176,693
shares authorized, issued and outstanding at June 30, 2000
and March 31, 2000, respectively.......................... $ -- $ 4,176,693
Series G convertible preferred stock: $.001 par value, 20
and -0- shares authorized, issued and outstanding at June
30, 2000 and March 31, 2000, respectively................. 1 --
Common stock: $.001 par value, 300,000,000 shares
authorized; 196,574,179 and 70,685,845 shares issued and
outstanding at June 30, 2000 and March 31, 2000,
respectively.............................................. 196,574 70,686
Paid in capital............................................. 111,118,305 7,954,010
Retained deficit............................................ (17,222,363) (11,724,958)
Warrants.................................................... 1,687,038 --
Commitments and contingencies (Note 13)
------------ ------------
95,779,555 476,431
------------ ------------
Total liabilities and stockholders' equity........ $108,058,515 $ 77,998,146
============ ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-25
<PAGE> 54

TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
--------------------------
2000 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
Revenues:
Real estate sales......................................... $ 654,475 $ 4,681,566
Commission income......................................... 332,781 121,884
Development fees.......................................... 340,000 331,667
Management fees........................................... 354,891 255,010
Construction fees......................................... 142,635 84,822
------------ -----------
Operating revenues................................ 1,824,782 5,474,949
------------ -----------
Expenses:
Cost of real estate sold.................................. 541,479 3,541,575
Construction expenses..................................... 126,337 57,271
General and administrative expenses....................... 3,267,073 1,857,956
Sales and marketing expenses.............................. 799,704 568,528
Depreciation and amortization............................. 1,594,072 17,340
------------ -----------
Operating expenses................................ 6,328,665 6,042,670
------------ -----------
(Loss) income from operations............................. (4,503,883) (567,721)
------------ -----------
Other income (expense):
Equity in losses of affiliate............................. (173,555) --
Interest income........................................... 163,257 4,475
Interest expense.......................................... (245,466) (231,375)
Other (expense) income.................................... (702,952) 59,940
Dividend on preferred stock............................... (34,806) (104,417)
------------ -----------
Total other expense............................... (993,522) (271,377)
------------ -----------
Net loss.......................................... $ (5,497,405) $ (839,098)
============ ===========
Basic and diluted loss per common share........... $ (0.04) $ (0.01)
============ ===========
Weighted average common shares outstanding........ 152,996,230 70,685,845
============ ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-26
<PAGE> 55

TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------
COMMON STOCK
PAR VALUE $.001
---------------------- ADDITIONAL
PREFERRED ISSUED PAID-IN RETAINED
STOCK SHARES AMOUNT CAPITAL WARRANTS DEFICIT
----------- ----------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at March 31,
2000............... $ 4,176,693 70,685,845 $ 70,686 $ 7,954,010 $ -- $(11,724,958)
Effect of AmTec
merger:
Conversion of
preferred
stock........... (4,176,693) 7,853,985 7,854 4,168,839
Assumption of AmTec
equity.......... 1 38,232,000 38,232 46,923,840 1,687,038
Sale of common
stock.............. 68,722,349 68,722 28,054,203
Common stock issued
in acquisitions.... 11,000,000 11,000 23,919,000
Exercise of stock
options............ 80,000 80 98,413
Net loss............. (5,497,405)
----------- ----------- -------- ------------ ---------- ------------
Balance at June 30,
2000............... $ 1 196,574,179 $196,574 $111,118,305 $1,687,038 $(17,222,363)
=========== =========== ======== ============ ========== ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-27
<PAGE> 56

TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
--------------------------
2000 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $ (5,497,405) $ (839,098)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation........................................... 61,433 17,340
Amortization of loan costs to interest expense......... 38,902 31,865
Amortization of capital lease.......................... 5,583 --
Amortization of intangible assets and goodwill......... 1,527,056 --
(Increase) decrease in:
Real estate inventories:
Additions to real estate inventories................. (527,750) (926,986)
Capitalized interest and real estate taxes........... (73,963) --
Cost of real estate inventories conveyed............. 525,973 3,541,562
Restricted cash...................................... 462,349 29,176
Accounts receivable.................................. (527,393) 100,251
Notes receivable..................................... (391,141) 28,403
Other assets......................................... (524,909) (23,386)
(Decrease) increase in:
Trade payable and other liabilities.................. (2,002,118) 143,407
Customer deposits.................................... -- (72,600)
Interest payable..................................... 70,184 129,937
Tenant and customer deposits......................... (455,882) --
Deferred revenue..................................... (262) --
------------ -----------
Net cash (used in) provided by operating
activities...................................... (7,309,343) 2,159,871
------------ -----------
Cash flows from investing activities:
Purchase of fixed assets.................................. (131,654) (30,302)
Investment in unconsolidated entities..................... (3,829,065) --
Proceeds from sale of Terremark Centre.................... 55,781,259 --
Cash acquired in acquisitions............................. 2,064,273 --
------------ -----------
Net cash provided by (used in) investing
activities...................................... 53,884,813 (30,302)
------------ -----------
Cash flows from financing activities:
New borrowings............................................ 1,500,000 --
Payments on loans......................................... (68,407,042) (1,752,344)
Exercise of stock options................................. 98,492 --
Sale of common stock...................................... 28,122,926 --
------------ -----------
Net cash used in financing activities............. (38,685,624) (1,752,344)
------------ -----------
Net increase in cash.............................. 7,889,846 377,225
Cash and cash equivalents at beginning of period............ 3,391,977 2,808,033
------------ -----------
Cash and cash equivalents at end of period.................. $ 11,281,823 $ 3,185,258
============ ===========
Supplemental Disclosure:
Interest paid (net of amount capitalized)................. $ 175,282 $ 69,573
============ ===========
Taxes paid................................................ $ -- $ --
============ ===========
Assets acquired under capital lease....................... $ -- $ --
============ ===========
</TABLE>

F-28
<PAGE> 57

TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000

1. BUSINESS AND ORGANIZATION

Terremark Worldwide, Inc. and its subsidiaries (the "Company" or "TWW") are
engaged in telecom services, telecom facilities management and real estate
services. The Company was founded in 1982. On April 28, 2000, the predecessor to
the Company, Terremark Holdings, Inc. ("THI"), completed a reverse merger with
AmTec, Inc. ("AmTec"), a public company. Historical information of the surviving
company is that of THI. As a result of the reverse merger, each share of the
Company's common stock was converted into approximately 63 shares of TWW common
stock. Stockholders' equity reflects this conversion as if it had occurred at
the beginning of each period. Prior to the reverse merger, the Company was
solely engaged in various real estate services.

Through an equity investment and other alliances, the Company provides long
distance international telecommunication services, including telephony and data,
to Asia and develops Internet Protocol (IP) fax services in Hong Kong, Guangdong
Province of the People's Republic of China and Taiwan.

The Company has combined its expertise in telecommunications and real
estate operations by developing and managing facilities used by large
telecommunications companies and internet service providers to house equipment
and operate their business. Through its 80% owned subsidiary, Coloconnection,
Inc., the Company plans to lease certain space within these telecommunications
facilities for build-out and sub-leasing to smaller carriers, internet service
providers and web hosting companies.

The Company's traditional commercial and mixed use development activities
include concept development, acquisition of land, project design, equity and
financing arrangement, construction, sales and leasing. Under various service
agreements, the Company currently manages commercial and residential property.
Management activities include operations, maintenance, leasing and brokerage
services. The Company also develops and sells condominiums and condominium
hotels under its Fortune House concept. Fortune House allows owners of
condominium units to participate in a hotel-style rental program while not in
residence.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting principles and practices used by
the Company in preparing its consolidated financial statements follows.

Basis of Financial Statement Presentation

The consolidated financial statements at June 30, 2000 are unaudited and
reflect all adjustments which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results for the
interim period. All of the adjustments are of a normal recurring nature. The
results of operations for the three months ended June 30, 2000 are not
necessarily indicative of the results for the entire year ending March 31, 2001.
The Company's consolidated financial statements include the accounts of the
Company's wholly-owned subsidiaries and an 80% owned subsidiary. All significant
intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

F-29
<PAGE> 58
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Reclassifications

Certain reclassifications have been made to the prior periods' financial
statements to conform with current presentation.

New Accounting Standards Not Yet Adopted

Real Estate Inventories and Cost of Real Estate Sold

The Company subcontracts construction to third parties and the construction
contracts require subcontractors to repair or replace deficiencies related to
their trade.

Cash, Cash Equivalents and Restricted Cash

The Company has concentrated its credit risk for cash by maintaining
deposits in banks in excess of federally insured limits. The maximum loss that
would have resulted from the risk totaled approximately $11.1 million as of June
30, 2000 and $3.1 million as of June 30, 1999, for the excess of the deposit
liabilities reported by the banks over the amounts that would have been covered
by federal insurance.

Allowance for Uncollectible Receivables

Management regularly evaluates factors affecting collectibility of
receivable balances. Management believes all accounts at June 30, 2000 and March
31, 2000 are collectible, therefore, no allowance for uncollectible receivables
is maintained.

Investment in Affiliate

The Company accounts for its investment in 50% owned subsidiary IP.Com, LLC
using the equity method of accounting, as minority shareholders have substantive
participating rights under the joint venture contract. Under the equity method,
the investment is carried at cost of acquisition, plus the Company's equity in
undistributed earnings or losses since acquisition. The excess of the purchase
price over the Company's proportionate ownership interest in identifiable net
assets of IP.Com is amortized on a straight-line method over a period of five
years. Reserves are provided where management determines that the investment or
equity
F-30
<PAGE> 59
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

in earnings is not realizable. The Company is currently evaluating its strategic
alternatives for IP.Com's operations.

Investments in Unconsolidated Entities

The Company accounts for its investments in telecommunications facilities
using the cost method of accounting. Under the cost method, the investment is
carried at cost of acquisition.

The Company intends to liquidate its investment in Hebei Equipment and
accordingly carries this investment at liquidation value. Reserves are provided
where management determines that the net carrying amount of an investment may
not be recoverable.

Option Agreements

Option agreements are carried at the lower of cost or fair market value and
represent options to acquire up to 50% ownership interests in certain
telecommunications entities.

Furniture and Equipment, Net

Furniture and equipment, net includes acquired assets and those accounted
for under a capital lease. Purchased assets are recorded at cost and depreciated
on the straight-line method over their estimated remaining useful lives. Capital
leased assets are recorded at the net present value of minimum lease payments
and are depreciated on the straight-line method over the term of the lease, as
follows:

Intangible Assets and Goodwill

Long Lived Assets

The Company evaluates long-lived assets and identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the net
carrying amount may not be recoverable. When such events occur, the Company
measures impairment by comparing the carrying value of the long-lived asset to
the estimated undiscounted future cash flows expected to result from the use of
the assets and their estimated remaining lives. Impairment reserves are provided
for the excess of the carrying amount of an asset exceeds the fair market value
of the asset. The Company determined that, as of June 30, 2000 and March 31,
2000, there had been no impairment in the carrying value of its long-lived
assets.

Trade Payable and Other Liabilities

Trade payable and other liabilities includes liabilities incurred during
the normal course of business and obligations under capital leases and license
fees payable.

F-31
<PAGE> 60
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," effective January 1, 1998. At June 30, 2000
and 1999, the Company had no comprehensive income.

Revenue and Profit Recognition

Revenues from construction and development activities are recognized on a
completed contract basis. The related profit is recognized in full when
collectibility of the sale price is reasonably assured and the earnings process
is substantially complete. Revenues and expenses related to leasing, management,
and financing activities are recognized at the time service is provided.

Loss Per Share

The Company has adopted Statement of Financial Accounting Standards No.
128, "Earnings Per Share" ("EPS"). Basic EPS equals net income divided by the
number of weighted average common shares. Diluted EPS includes potentially
dilutive securities such as stock options and convertible securities. The effect
of shares issuable upon exercise of convertible preferred stock, warrants and
stock options is anti-dilutive, therefore diluted earnings per share is not
presented in a comparative format.

3. ACQUISITIONS

AmTec, Inc.

On April 28, 2000, THI merged with and into AmTec, a publicly traded
international telecommunications and services company, pursuant to an agreement
dated November 24, 1999 and approved by the stockholders of AmTec on April 28,
2000 ("AmTec merger").

The AmTec merger was accounted for using the purchase method of accounting,
with THI treated as the acquirer for accounting purposes. As a result, the
assets and liabilities of THI are recorded at historical values and the assets
and liabilities of AmTec are recorded at their estimated fair values at the date
of the merger. The purchase price was based on market capitalization of AmTec
using $0.99 per AmTec common share, the average closing price of AmTec shares,
for a period immediately before and after the proposed announcement on November
9, 1999 of the AmTec merger, plus certain merger related costs.

The following unaudited condensed results of operations for the three
months ended June 30, 2000 and 1999 were prepared assuming the merger occurred
on April 1, 2000 and 1999, respectively.

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
---------------------------
2000 1999
------------ ------------
<S> <C> <C>
Revenue..................................................... $ 1,825,000 $ 5,475,000
Net loss.................................................... (6,343,000) (3,500,000)
Basic and diluted net loss per share........................ (0.03) (0.02)
</TABLE>

The amounts for the three months ended June 30, 2000 include AmTec's actual
results for the period April 1, 2000 to April 28, 2000. The amounts for the
three months ended June 30, 1999 include AmTec's actual results for the three
months ended June 30, 1999. In preparing the pro forma information, various
assumptions were made. This information is not necessarily indicative of what
would have occurred had these transactions occurred as of April 1, 2000 and
1999, nor is it indicative of the results of future combined operations.

F-32
<PAGE> 61
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Telecom Routing Exchange Developers, Inc.

On May 31, 2000, the Company acquired Telecom Routing Exchange Developers,
Inc. ("T-Rex"), a corporation holding rights to develop and manage facilities
catering to the telecommunications industry, in exchange for eight million
shares of common stock. Since the Company was a non-public entity at the time
the AmTec merger was announced and the terms were conditional on the
consummation of the AmTec merger, the purchase price was based on the closing
price of the Company's common stock of $1.94 per common share on the acquisition
date. The effect of this transaction on the Company's consolidated financial
statements was not material.

Post Shell Technology Contractors, Inc.

On June 23, 2000, the Company acquired all of the outstanding stock of Post
Shell Technology Contractors, Inc. ("Post Shell"), a provider of construction
services, in exchange for three million shares of common stock. The acquisition
was accounted for using the purchase method of accounting. The purchase price
was based on the market capitalization of the Company using an average closing
price of $2.81 per common share for a period immediately before and after the
announcement of the acquisition on June 26, 2000. The effect of this transaction
on the Company's consolidated financial statements was not material.

Acquisitions during the three month period ended June 30, 2000 are
summarized as follows:

<TABLE>
<CAPTION>
AMTEC T-REX POST SHELL
----------- ----------- -----------
<S> <C> <C> <C>
Assets:
Cash and cash equivalents..................... $ 1,508,803 $ 248,210 $ 307,260
Restricted cash............................... -- 30,000 --
Accounts receivable........................... -- 238,322 2,325,020
Investments and option agreements............. 12,228,209 172,970 --
Notes receivable.............................. 344,438 -- --
Furniture and equipment....................... 48,355 46,038 55,556
Other assets.................................. 279,143 61,275 17,785
Identifiable intangible assets................ -- 15,785,558 1,283,000
Goodwill...................................... 35,519,223 -- 7,126,748
----------- ----------- -----------
Total assets assumed.................. $49,928,171 $16,582,373 $11,115,369
=========== =========== ===========
Liabilities:
Notes payable................................. $ -- $ -- $ 4,924
Trade payable and other liabilities........... 479,060 1,082,373 2,680,445
----------- ----------- -----------
Total liabilities assumed............. 479,060 1,082,373 2,685,369
Equity assumed.................................. 48,649,111 -- --
Issuance of common stock........................ -- 15,500,000 8,430,000
Estimated merger costs.......................... 800,000 -- --
----------- ----------- -----------
$49,928,171 $16,582,373 $11,115,369
=========== =========== ===========
</TABLE>

Some allocations are based on studies and valuations which are being
finalized. Management does not believe that the final purchase price allocation
will produce materially different results than those reflected herein.

F-33
<PAGE> 62
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. REAL ESTATE INVENTORIES

Real estate inventories are summarized as follows:

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
----------- -----------
(UNAUDITED)
<S> <C> <C>
Work in progress............................................ $ 9,162,340 $ 8,566,697
Completed inventories....................................... 2,710,706 3,230,609
----------- -----------
$11,873,046 $11,797,306
=========== ===========
</TABLE>

5. INVESTMENTS IN UNCONSOLIDATED ENTITIES

The Company has a 70% ownership interest in Hebei Equipment. Since the
Company intends to dispose of its interest, the investment is carried at its
estimated $1,828,000 liquidation value.

In March 2000, the Company purchased, for $447,930, a 19.8% interest in
Cleveland Technology Center, LLC, an entity formed for the purpose of acquiring
and operating the property formerly known as The Cleveland Technology Center, a
mixed use facility in Cleveland, Ohio.

6. OPTION AGREEMENTS

The Company has an option to acquire up to 50% ownership interest in
IXS.NET, a private IP fax service provider in Asia. The Company valued this
option at $2.4 million in the AmTec merger. The Company has an option to acquire
30% of a newly formed entity which intends to provide value-added
telecommunications services in China. The Company valued this option at $6.5
million in the AmTec merger.

7. OTHER ASSETS

Other assets consist of the following:

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
----------- ----------
(UNAUDITED)
<S> <C> <C>
Prepaid expenses and other.................................. $ 979,788 $1,057,340
Loan costs, net of accumulated amortization of $1,203,980
and $1,095,595............................................ 260,561 368,946
Prepaid investment costs.................................... 830,802 410,591
Reimbursable construction costs and other expenses.......... 100,433 140,496
---------- ----------
$2,171,584 $1,977,373
========== ==========
</TABLE>

8. REAL ESTATE HELD FOR SALE

In April 2000, the Company sold its real estate held for sale, Terremark
Centre, for approximately $58.8 million, and certain assets and liabilities
related to the building were transferred to the purchaser at closing. No gain or
loss was recognized on its sale. The cash proceeds were used to repay
approximately $55.8 million in related debt.

F-34
<PAGE> 63
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. NOTES RECEIVABLE

Notes receivable consist of the following:

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
----------- ----------
(UNAUDITED)
<S> <C> <C>
$3,000,000 million line of credit to Spectrum
Telecommunications Corp., $2,500,000 and $1,000,000
principal outstanding at June 30, 2000 and March 31, 2000,
respectively, interest accrues annually at 10%............ $2,544,520 $1,002,740
Notes receivable from AmTec, Inc., $1,125,000 principal,
interest accrues annually at 10%
Interest and principal due July 1, 2000................... -- 1,162,705
Note receivable from a corporation, $200,000 principal,
interest accrues annually at 8%
Interest and principal due upon demand.................... 224,636 220,647
Note receivable from a corporation, $360,000 principal
collateralized by second lien on condominium units,
interest accrues annually at 9% Interest and principal due
August 27, 2002........................................... 377,398 369,321
---------- ----------
$3,146,554 $2,755,413
========== ==========
</TABLE>

10. NOTES PAYABLE

Notes payable consist of the following:

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
----------- -----------
(UNAUDITED)
<S> <C> <C>
Note payable to a commercial lender, collateralized by a
first mortgage on real estate. Principal payable in
installments as condominium units are sold. Interest
accrues at prime, payable through an interest reserve.
Principal and unpaid interest due November 2000, with an
option for two six month extensions. Guaranteed by a
shareholder............................................... $2,106,558 $ 2,681,998
Note payable to a corporation in seventy-five monthly
installments of principal and interest beginning January
1, 1999. Interest accrues at 9.5%......................... 270,554 272,397
$7.5 million and $15 million, respectively, line of credit
facility with a financial institution, collateralized by a
first mortgage on real estate. Interest accrues at 1% over
prime, payable monthly. Outstanding balance and unpaid
accrued interest due March 6, 2001........................ 1,999,925 14,631,700
Balloon note payable to a corporation, interest accrues at
15%. Principal and interest due April 18, 2002............ 1,500,000 --
</TABLE>

F-35
<PAGE> 64
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
----------- -----------
(UNAUDITED)
<S> <C> <C>
Note payable to a financial institution, collateralized by a
first mortgage on Terremark Centre and all future rents of
the property. Principal and interest payable monthly based
on a 20-year amortization at 7.74% until May 15, 2001 and
at an adjustable rate thereafter. Remaining principal and
interest due the earlier of demand or May 15, 2006........ $ -- $28,100,084
Notes payable to a corporation, collateralized by the
partnership interests of Terremark Centre, Ltd. Principal,
together with the greater of (a) all accrued and unpaid
interest at a rate of 7%, beginning December 22, 1999 or
(b) a minimum interest payment of $1,000,000, due upon
sale of Terremark Centre.................................. -- 27,097,900
Other....................................................... 4,924 --
---------- -----------
$5,881,961 $72,784,079
========== ===========
</TABLE>

In June 2000, the Company amended its $15 million line of credit to reduce
the maximum amount to $7.5 million. Additionally, in July 2000, the Company
obtained a $750,000 letter of credit under its line of credit collateralizing a
lease for additional office space. As of June 30, 2000, approximately $4.75
million was available for funding under the Company's line of credit.

On July 25, 2000, the Company borrowed $7.5 million from an individual
secured by a first mortgage on certain real estate inventories. The loan accrues
interest at 12.0% per annum payable monthly and matures on March 1, 2001. In
conjunction with this new loan, the Company cancelled its $7.5 million line of
credit with a financial institution.

Interest expense of $245,466 and $199,510, net of amounts capitalized to
real estate inventories totaling $115,002 and $-0-, was recognized during the
three months ended June 30, 2000 and 1999, respectively.

The future maturities through June 30 for each of the following five years
and thereafter of the Company's borrowings as of June 30, 2000 are as follows:

<TABLE>
<S> <C>
2001........................................................ $4,134,701
2002........................................................ 1,525,606
2003........................................................ 28,148
2004........................................................ 30,941
2005........................................................ 34,012
Thereafter.................................................. 128,553
----------
Total............................................. $5,881,961
==========
</TABLE>

11. CHANGES TO STOCKHOLDERS' EQUITY

In addition to acquisitions effectuated through common stock transactions,
the Company entered into the following equity transactions:

Common Stock

The Company sold 68,722,349 shares of common stock to a third party for
approximately $28.1 million. The third party was the previous owner of Terremark
Centre.

F-36
<PAGE> 65
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Convertible Preferred Stock

On March 31, 1999, the holders of $3,597,474 of debt and $579,219 in
accrued interest payable converted their debt and the accrued interest into
4,176,693 shares of convertible preferred stock. The $1 par value preferred
stock has a 10% cumulative preferred dividend, payable annually commencing March
31, 2000. During April 2000, the preferred stock was acquired by certain members
of the Company's management. Upon consummation of the AmTec merger, the
preferred shares were converted into 7,853,985 shares of the Company's common
stock.

Series G Convertible Preferred Stock

The Company assumed AmTec's 20 outstanding shares of Series G convertible
preferred stock ("Series G Preferred") in the AmTec merger, which do not bear
dividends. Conversion of the Series G Preferred into common stock is based on
the issue price plus an 8% per annum non-compounding premium, divided by the
lesser of: (a) $1.50 per Series G Preferred share or (b) the closing price of
the Company's common stock, as reported on the American Stock Exchange, on the
business day immediately preceding the conversion.

The Series G Preferred also has a stated liquidation preference value of
$100,000 per share plus 8% in-kind dividends since March 1999, the date of
issuance. The holders have no voting rights except with respect to matters that
affect rights related to the Series G Preferred.

Stock Warrants

In conjunction with the AmTec merger, the Company assumed 3,036,981
warrants to acquire common stock at prices ranging from $1.25 to $3.31 per
share. The Company has assigned a value of $1,687,038 to the warrants. No
warrants were exercised subsequent to the AmTec merger through June 30, 2000.

Stock Options

In conjunction with the AmTec merger, the Company adopted two stock option
plans, which were the 1995 and 1996 stock option plans, and assumed all
outstanding stock options. On June 23, 2000, the Board of Directors of the
Company adopted, subject to stockholder approval, the 2000 stock option plan.
Prior to the AmTec merger, the Company did not have a plan. Incentive and
nonqualified options and stock appreciation rights may be granted to employees,
officers, directors, and consultants of the Company. There are 12,500,000 shares
of common stock reserved for issuance under the 1995 and 1996 plans and
5,000,000 under the 2000 plan. The exercise price of the options are determined
by the board of directors, but in the case of an incentive stock option, the
exercise price may not be less than 100% of the fair market value at the time of
grant. Options vest over periods not to exceed ten years.

F-37
<PAGE> 66
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A summary of the status of all of the Company's stock options issued as of
June 30, 2000 and changes during the quarter then ended is presented below:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
NUMBER PRICE
---------- --------
<S> <C> <C>
Outstanding at beginning of period.......................... -- $ --
Assumed in merger........................................... 7,848,500 1.53
Granted..................................................... 3,406,099 3.26
Exercised................................................... (80,000) 1.23
---------- -----
Outstanding at end of period................................ 11,174,599 $2.04
---------- -----
Options exercisable at end of period........................ 7,570,250 $1.54
---------- -----
Weighted average fair value of options granted during the
period.................................................... $2.89
-----
</TABLE>

The Company has followed the guidelines under SFAS No. 123 to determine the
fair value of options at the date of grant. The value was determined using an
adjusted Black-Scholes option pricing model, which is generally accepted as
appropriate primarily for short-term, exchange-traded options. For the purpose
of valuing the Company's options, the following assumptions were used:

<TABLE>
<S> <C>
Risk-free rate.............................................. 5.27 - 6.56%
Volatility.................................................. 80 - 135%
Expected life............................................... 5 years
Expected dividends.......................................... 0%
</TABLE>

The following table summarizes information about options outstanding at
June 30, 2000:

<TABLE>
<CAPTION>
AVERAGE NUMBER
NUMBER REMAINING AVERAGE EXERCISABLE
OUTSTANDING AT CONTRACTUAL EXERCISE OPTIONS AT
RANGE OF EXERCISE PRICES JUNE 30, 2000 LIFE (YEARS) PRICE JUNE 30, 2000
------------------------ -------------- ------------ -------- -------------
<S> <C> <C> <C> <C>
$0.35 - 0.50............................. 3,525,000 4.86 $0.350 3,525,000
$0.50 - 1.00............................. 217,500 8.49 0.870 117,500
$1.01 - 1.50............................. 978,500 7.36 1.369 880,250
$1.51 - 2.00............................. 17,500 8.81 1.821 17,500
$2.01 - 3.00............................. 3,017,500 6.19 2.998 3,017,500
$3.01 - 4.00............................. 3,418,599 9.84 3.201 12,500
---------- ---------
11,174,599 7,570,250
========== =========
</TABLE>

The Company applies Accounting Principles Board Opinion No. 25 and related
Interpretations in accounting for its employee options. Accordingly, no
compensation cost has been recognized with respect to such awards. Had
compensation cost for the Company's stock option plans been determined
consistent with Statement of Financial Accounting Standards No. 123 "Accounting
for Stock-Based Compensation," the Company's net earnings and earnings per share
for the quarter ended June 30, 2000, would have approximated the pro forma
amounts indicated below:

<TABLE>
<S> <C>
Net loss applicable to common shares -- as reported......... $(5,497,405)
-----------
Net loss applicable to common shares -- proforma............ $(6,363,096)
-----------
Loss per common share -- as reported........................ $ (0.04)
-----------
Loss per common share -- proforma........................... $ (0.04)
-----------
</TABLE>

F-38
<PAGE> 67
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. INCOME TAXES

The deferred tax provision consists of income taxes relating to differences
between the tax bases of assets and liabilities and their financial reporting
amounts.

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
------------ -----------
(UNAUDITED)
<S> <C> <C>
Deferred tax assets:
Charitable contributions.................................. $ 200,355 $ 199,704
Deferred revenue (percentage of completion vs completed
contract).............................................. 316,742 315,292
Capitalized start-up costs................................ 6,292,379 --
Equity basis in foreign investment........................ 164,401 --
Allowances and other...................................... 166,938 166,938
Net operating loss carryforwards.......................... 10,666,406 2,745,673
Tax credits............................................... 511,780 245,780
------------ -----------
Total deferred tax assets......................... 18,319,001 3,673,387
------------ -----------
Valuation allowance......................................... (18,200,323) (3,553,499)
------------ -----------
Deferred tax liability:
Excess of book basis over tax basis on real estate
investment............................................. (109,758) (109,758)
Other..................................................... (8,920) (10,130)
------------ -----------
Total deferred tax liability...................... (118,678) (119,888)
------------ -----------
Net deferred tax asset............................ $ -- $ --
============ ===========
</TABLE>

The Company provides a valuation allowance against deferred tax assets if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized. The Company has
established a valuation allowance against deferred tax assets of $18,200,323 and
$3,553,499 as of June 30, 2000 and March 31, 2000, respectively, since the
Company has a history of operating losses and in the near term does not expect
taxable income. Accordingly, the deferred tax asset will likely not be realized.

As of June 30, 2000, the Company had federal and state net operating loss
carryforwards of approximately $25.0 million, which begin to expire in 2011. The
utilization of the net operating losses generated prior to the AmTec merger may
be limited by the Internal Revenue Code.

The reconciliation between the statutory income tax rate and the effective
income tax rate on pre-tax income (loss) is as follows:

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
JUNE 30,
--------------
2000 1999
----- -----
<S> <C> <C>
Rate reconciliation
Statutory rate.............................................. (34.0)% 34.0%
State income taxes, net of federal income tax benefit....... (2.9) 3.0
Other permanent differences................................. 9.3 --
Increase (decrease) in valuation allowance.................. 27.6 (37.0)
----- -----
Effective tax rate.......................................... 0.0% 0.0%
===== =====
</TABLE>

F-39
<PAGE> 68
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. COMMITMENTS AND CONTINGENCIES

Leasing Activities

The Company leases space for its property management operations, office
equipment and furniture under operating leases. Certain equipment is also leased
under a capital lease, which is summarized as follows:

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
TERM 2000 2000
------- ----------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and equipment................................. 5 years $111,654 $111,654
Computers and other equipment........................... 3 years 216,412 216,412
-------- --------
328,066 328,066
Less: accumulated amortization.......................... 74,045 68,462
-------- --------
Net capitalized leased asset............................ $254,021 $259,604
======== ========
</TABLE>

At June 30, 2000, future minimum lease payments through June 30 of each of
the following five years and thereafter under non-cancellable operating and
capital leases having a remaining term in excess of one year are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
-------- ----------
<S> <C> <C>
2001........................................................ $109,208 $ 806,621
2002........................................................ 109,208 1,090,952
2003........................................................ 43,662 1,059,975
2004........................................................ 2,334 1,033,150
2005........................................................ 2,334 922,830
Thereafter.................................................. -- 3,508,470
-------- ----------
Total minimum lease payments...................... 266,746 $8,421,998
==========
Amount representing interest...................... 31,358
--------
Present value of net minimum lease payments....... $235,388
========
</TABLE>

Operating lease expense amounted to $177,721 and $10,148 for the three
months ended June 30, 2000 and 1999, respectively.

Litigation

Contingent Profit

In conjunction with the sale in August 1998 of its interest in certain real
estate, the Company entered into an agreement with the buyer wherein the Company
is entitled to an additional contingent payment of $2.75 million plus a 10%
cumulative return on the payment. The fee is due when the buyer has recovered
its invested capital plus a 10% return. The Company also has a right to share in
additional funds distributed above these returns. While the Company has
recognized the gain from the sale, it has not recognized any income under the
contingent payment provisions as of June 30, 2000.

F-40
<PAGE> 69
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Other

The Company has unconditionally guaranteed payment of a first mortgage on
inventory sold in December 1999. As of June 30, 2000, $740,000 is outstanding
under the mortgage.

14. RELATED PARTY TRANSACTIONS

Due to the nature of the following relationships, the terms of the
respective agreements might not be the same as those that would result from
transactions among wholly unrelated parties. All significant related party
transactions require approval by the Company's board of directors.

Certain officers and executives of the Company own partnership interests in
two office buildings. The Company provides management services to both
partnerships for a fee. Management fees earned totaled $28,515 and $32,303 for
the three month periods ended June 30, 2000 and 1999.

During the three month periods ended June 30, 2000 and 1999, the Company
provided management services to the Fortune House Condominium Association. The
Company recorded as income $12,500 relating to the services performed during
each period.

15. INFORMATION ABOUT THE COMPANY'S OPERATING SEGMENTS

The Company has three reportable business segments, real estate services,
telecom facilities management and telecom services. The real estate services
segment develops, constructs and sells condominiums and engages in construction,
development and management of other real estate projects. The telecom facilities
management segment develops, manages and leases facilities catering primarily to
the telecommunications industry. The telecom services segment represents
investments related to telecommunications entities. The Company's reportable
segments are strategic business operations that offer different products and
services. They are managed separately because each business requires different
expertise and marketing strategies.

The accounting policies of the segments are the same as those described in
significant accounting policies. Revenues generated among segments are recorded
at rates similar to those recorded in third-party transactions. Transfers of
assets and liabilities between segments are recorded at cost. The Company
evaluates performance based on the segment's net operating results. The
following presents information about reportable segments.

<TABLE>
<CAPTION>
TELECOM
REAL ESTATE FACILITIES TELECOM
SERVICES MANAGEMENT SERVICES TOTAL
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
For the Three Months Ended June 30, 2000
Revenue.................................... $ 1,749,375 $ 75,407 $ -- $ 1,824,782
Loss from operations....................... (1,494,424) (791,260) (2,218,199) (4,503,883)
Net loss................................... (2,411,048) (791,260) (2,295,097) (5,497,405)

1999
Revenue.................................... $ 5,474,949 $ -- $ -- $ 5,474,949
Loss from operations....................... (567,721) -- -- (567,721)
Net loss................................... (839,098) -- -- (839,098)

Assets, As of
June 30, 2000.............................. $31,767,866 $20,446,221 $55,844,428 $108,058,515
March 31, 2000............................. 77,998,146 -- -- 77,998,146
</TABLE>

F-41
<PAGE> 70
TERREMARK WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. SUBSEQUENT EVENT

In August 2000, the Company acquired 80% of Spectrum Telecommunications
Corp. ("Spectrum") common stock in exchange for (a) three million shares of the
Company's common stock and (b) forgiveness of the outstanding balance due under
the Company's line of credit, approximately $3.5 million, to Spectrum. The
Company has a further option for a period of 18 months from the date of exercise
of the first option to acquire the balance of Spectrum's capital stock in
exchange for $10 million or 1,500,000 shares of Fusion Telecommunications
International, Inc. common stock. As of June 30, 2000, the Company had advanced
$2.5 million to Spectrum under the line of credit.

F-42
<PAGE> 71

161,262,179 SHARES

TERREMARK WORLDWIDE, INC.

COMMON STOCK

--------------------
PROSPECTUS
--------------------

SEPTEMBER 20, 2000

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, ANY INFORMATION AND REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY CIRCUMSTANCES IN
WHICH THIS OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE UNDER THIS PROSPECTUS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR
AFFAIRS SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.