<SUBMISSION>
<ACCESSION-NUMBER>0000950135-05-004998
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20050610
<ITEMS>9.01
<FILING-DATE>20050826
<DATE-OF-FILING-DATE-CHANGE>20050826
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AKAMAI TECHNOLOGIES INC
<CIK>0001086222
<ASSIGNED-SIC>7389
<IRS-NUMBER>043432319
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>000-27275
<FILM-NUMBER>051052706
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>8 CAMBRIDGE CENTER
<CITY>CAMBRIDGE
<STATE>MA
<ZIP>02142
<PHONE>6174443000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>8 CAMBRIDGE CENTER
<CITY>CAMBRIDGE
<STATE>MA
<ZIP>02142
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>b56524ate8vkza.htm
<DESCRIPTION>AKAMAI TECHNOLOGIES, INC.
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vkza</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>






<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 30%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>AMENDMENT NO. 1 TO</B></DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 or 15(d) of the<BR>
Securities Exchange Act of 1934</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date of report: June&nbsp;10, 2005<BR>
(Date of earliest event reported)</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B><FONT style="border-bottom: 1px solid #000000">AKAMAI TECHNOLOGIES, INC.</FONT></B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Delaware
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">0-27275
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">04-3432319</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer Identification No.)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">8 Cambridge Center, Cambridge, Massachusetts 02142</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 40%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Address of Principal Executive Offices) (Zip Code)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: (617)&nbsp;444-3000</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (<I>see </I>General Instruction
A.2. below):
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT face="Wingdings">&#111;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
</TR>
<TR>
   <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT face="Wingdings">&#111;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
</TR>
<TR>
   <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT face="Wingdings">&#111;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))</TD>
</TR>
<TR>
   <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT face="Wingdings">&#111;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">ITEM 9.01 Financial Statements and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">SIGNATURE</A></TD></TR>
<TR><TD colspan="9"><A HREF="b56524atexv23w1.txt">EX-23.1 Consent of PricewaterhouseCoopers LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="b56524atexv23w2.txt">EX-23.2 Consent of BDO Seidman, LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="b56524atexv99w3.txt">EX-99.3 Audited financial statements of Speedera Networks</A></TD></TR>
<TR><TD colspan="9"><A HREF="b56524atexv99w4.txt">EX-99.4 Unaudited financial statements of Speedera Networks</A></TD></TR>
<TR><TD colspan="9"><A HREF="b56524atexv99w5.txt">EX-99.5 Unaudited pro forma combined condensed consolidated financial statements</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>





<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>EXPLANATORY NOTE</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On June&nbsp;16, 2005, Akamai Technologies, Inc. (&#147;Akamai or the &#147;Registrant&#148;) filed a Current Report on
Form 8-K filed with the Securities and Exchange Commission, which excluded certain financial
statements which were not available at the time of filing. By this amendment, Akamai is filing the
required financial statements and pro forma financial information in connection with the
acquisition of Speedera Networks, Inc.
</DIV>

<!-- link1 "ITEM 9.01 Financial Statements and Exhibits" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 9.01 Financial Statements and Exhibits</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>(a)&nbsp;Financial Statements of Business Acquired</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Attached hereto as Exhibit&nbsp;99.3 and incorporated by reference herein are the audited financial
statements of Speedera Networks, Inc. for the years ended June&nbsp;30, 2004 and 2003. Attached hereto
as Exhibit&nbsp;99.4 and incorporated by reference herein are the unaudited financial statements of
Speedera Networks, Inc. for the nine months ended March&nbsp;31, 2005 and 2004.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>(b)&nbsp;Pro Forma Financial Information</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Attached hereto as Exhibit&nbsp;99.5 and incorporated by reference herein is unaudited pro forma
combined condensed consolidated financial information for Akamai and Speedera Networks, Inc for the
year ended December&nbsp;31, 2004 and the three months ended March&nbsp;31, 2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>(c)&nbsp;Exhibits</I>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">23.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">23.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of BDO Seidman LLP</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">*99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD> Agreement and Plan of Merger by and among Akamai Technologies, Inc., Aquarius
Acquisition Corp., Speedera Networks, Inc. and the representatives of the equity
holders of Speedera Networks, Inc. named therein, dated March&nbsp;16, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">*99.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD> Press Release dated June&nbsp;13, 2005</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Audited financial statements of Speedera Networks, Inc. for the years ended
June&nbsp;30, 2004 and 2003.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.4</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Unaudited financial statements of Speedera Networks, Inc. for the nine months ended
March&nbsp;31, 2005 and 2004.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Unaudited pro forma combined condensed consolidated financial information.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="1%"></TD>
    <TD width="1%"></TD>
    <TD width="98"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Previously filed.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">2
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<!-- link1 "SIGNATURE" -->
<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">Date: August&nbsp;26, 2005</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">AKAMAI TECHNOLOGIES, INC.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Robert Cobuzzi</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Robert Cobuzzi, Chief Financial Officer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">3
</DIV>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>2
<FILENAME>b56524atexv23w1.txt
<DESCRIPTION>EX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>
EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 333-45696, 333-53906, 333-113513 and 333-126114)
and Form S-8 (Nos. 333-62072, 333-37810, 333-36518, 333-35464, 333-35470,
333-35462, 333-31668, 333-89887, 333-89889, 333-91558, 333-83502 and 333-116452)
of Akamai Technologies, Inc. of our report dated September 30, 2003, except for
Note 12, which is as of November 21, 2003, relating to the financial statements
of Speedera Networks, Inc., which appears in this Amendment No. 1 to Current
Report on Form 8-K of Akamai Technologies, Inc. dated August 26, 2005.


/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
August 26, 2005







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>b56524atexv23w2.txt
<DESCRIPTION>EX-23.2 CONSENT OF BDO SEIDMAN, LLP
<TEXT>
<PAGE>
EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3  (Nos. 333-45696, 333-53906, 333-113513 and 333-126114)
and Form S-8 (Nos. 333-62072, 333-37810, 333-36518, 333-35464, 333-35470,
333-35462, 333-31668, 333-89887, 333-89889, 333-91558, 333-83502 and 333-116452)
of Akamai Technologies, Inc. of our report dated September 29, 2004, except for
Note 11, which is as of October 14, 2004, relating to the financial statements
of Speedera Networks, Inc., which appears in this Amendment No. 1 to the Current
Report on Form 8-K of Akamai Technologies, Inc.



/s/ BDO SEIDMAN, LLP

San Francisco, California
August 26, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>b56524atexv99w3.txt
<DESCRIPTION>EX-99.3 AUDITED FINANCIAL STATEMENTS OF SPEEDERA NETWORKS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.3

SPEEDERA NETWORKS, INC.

FINANCIAL STATEMENTS
AS OF JUNE 30, 2004 AND 2003

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders of
Speedera Networks, Inc.

We have audited the balance sheet of Speedera Networks, Inc. as of June 30,
2004, and the related statements of operations, mandatorily redeemable
convertible preferred stock and stockholders' deficit, and cash flows for the
year then ended. 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 audit. The financial statements of Speedera
Networks, Inc. as of June 30, 2003, were audited by other auditors whose report
dated September 30, 2003, except for Note 12, which is as of November 21, 2003,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the 2004 financial statements referred to above present fairly,
in all material respects, the financial position of Speedera Networks, Inc. at
June 30, 2004, and the results of its operations and its cash flows for the year
then ended in conformity with accounting principles generally accepted in the
United States of America.

September 29, 2004, except for Note 11,
which is as of October 14, 2004

/s/ BDO Seidman, LLP
<PAGE>

SPEEDERA NETWORKS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         JUNE 30,
                                                                                   --------------------
(in thousands, except per share amounts)                                             2004        2003
<S>                                                                                <C>         <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                       $  2,213    $    752
   Accounts receivable, net of allowance for doubtful accounts
     of $213 and $400 in 2004 and 2003, respectively                                  2,575       1,571
   Prepaid expenses and other current assets                                            670         223
                                                                                   --------    --------
        Total current assets                                                          5,458       2,546
Property and equipment, net                                                           3,889       2,983
Other assets                                                                            155         166
                                                                                   --------    --------
        Total assets                                                               $  9,502    $  5,695
                                                                                   ========    ========
LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                                $  2,393    $  2,644
   Accrued liabilities                                                                1,435       1,490
   Deferred revenue                                                                     640         182
   Current portion of notes payable                                                     750           -
                                                                                   --------    --------
        Total current liabilities                                                     5,218       4,316
Notes payable                                                                         1,049           -
Deferred rent                                                                            13          34
                                                                                   --------    --------
        Total liabilities                                                             6,280       4,350
                                                                                   --------    --------

Commitments and contingencies (Note 6)

Mandatorily redeemable convertible preferred stock, $0.001 par value;
   222,823 and 222,823 shares authorized at June 30, 2004 and 2003,
   respectively; 204,489 and 196,757 shares issued and outstanding at June 30,
   2004 and 2003, respectively
   (Aggregate liquidation value of $62,836 at June 30, 2004)                         45,848      40,545
                                                                                   --------    --------
Stockholders' deficit
   Common Stock, $0.001 par value; 400,000 and 400,000 shares authorized at June
     30, 2004 and 2003, respectively; 21,623 and 21,389 shares issued and
     outstanding at June 30, 2004 and 2003, respectively                                 21          21
   Additional paid in capital                                                                         -
   Deferred stock-based compensation                                                      -          (5)
   Accumulated deficit                                                              (42,647)    (39,216)
                                                                                   --------    --------
        Total stockholders' deficit                                                 (42,626)    (39,200)
                                                                                   --------    --------
        Total liabilities, mandatorily redeemable convertible
        preferred stock and stockholders' deficit                                  $  9,502    $  5,695
                                                                                   ========    ========
</TABLE>

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

<PAGE>

SPEEDERA NETWORKS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                          YEAR ENDED JUNE 30,
                                          --------------------
(in thousands)                              2004        2003
<S>                                       <C>         <C>
Revenues                                  $ 22,466    $ 14,044
                                          --------    --------

Costs and operating expenses:
   Cost of revenues                          6,475       5,847
   Engineering and development                 989         765
   Sales and marketing                       5,257       4,301
   General and administrative                6,342       5,048
   Depreciation and amortization             2,222       4,165
   Stock-based compensation                      5          15
                                          --------    --------
     Total costs and operating expenses     21,290      20,141
                                          --------    --------
Income (loss) from operations                1,176      (6,097)
   Gain on debt restructuring                    -       2,410
   Interest expense                            (99)       (170)
   Other income, net                            21           8
                                          --------    --------
Net income (loss) before income taxes        1,098      (3,849)
   Income tax expense                           80           -
                                          --------    --------
Net income (loss)                         $  1,018    $ (3,849)
                                          ========    ========
</TABLE>

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

<PAGE>

SPEEDERA NETWORKS, INC.

STATEMENTS OF MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                MANDATORILY
                                                           REDEEMABLE CONVERTIBLE                   ADDITIONAL
                                                               PREFERRED STOCK       COMMON STOCK    PAID-IN
(in thousands)                                              SHARES        AMOUNT    SHARES  AMOUNT   CAPITAL
<S>                                                         <C>          <C>        <C>     <C>     <C>
BALANCES AT JUNE 30, 2002                                   182,402      $ 35,194   21,386  $   21  $        -

Issuance of Series C mandatorily redeemable
   convertible preferred stock, net of issuance costs        14,355         1,218        -       -           -
Dividend and accretion to redemption value relating to
   Series A, B and C mandatorily redeemable
   convertible preferred stock                                    -         4,133        -       -          (1)
Issuance of common stock upon exercise of stock
   options                                                        -             -        3       -           1
Amortization of deferred stock-based compensation                 -             -        -       -
Net loss                                                          -             -        -       -           -
                                                            -------      --------   ------  ------  ----------
BALANCES AT JUNE 30, 2003                                   196,757        40,545   21,389      21           -

Issuance of Series C mandatorily redeemable
    convertible preferred stock in lieu of cash payment
    to a vendor for services rendered in 2003                 7,732           704        -       -           -
Dividend and accretion to redemption value relating to
   Series A, B and C mandatorily redeemable
   convertible preferred stock, net of issuance costs             -         4,599        -       -        (150)
Issuance of warrants to purchase preferred stock in
   conjunction with notes payable issuance                        -             -        -       -         162
Issuance of common stock upon exercise of stock
   options                                                        -             -      234       1           4
Repurchase of common stock                                        -             -     (420)     (1)        (16)
Amortization of deferred stock-based compensation                 -             -        -       -           -
Net income                                                        -             -        -       -           -
                                                            -------      --------   ------  ------  ----------
BALANCES AT JUNE 30, 2004                                   204,489      $ 45,848   21,203  $   21  $        -
                                                            =======      ========   ======  ======  ==========

<CAPTION>
                                                              DEFERRED                     TOTAL
                                                            STOCK-BASED   ACCUMULATED  STOCKHOLDERS'
(in thousands)                                              COMPENSATION    DEFICIT      DEFICIT
<S>                                                         <C>           <C>          <C>
BALANCES AT JUNE 30, 2002                                   $        (20) $   (31,235) $     (31,234)

Issuance of Series C mandatorily redeemable
   convertible preferred stock, net of issuance costs                  -            -              -
Dividend and accretion to redemption value relating to
   Series A, B and C mandatorily redeemable
   convertible preferred stock                                         -       (4,132)        (4,133)
Issuance of common stock upon exercise of stock
   options                                                             -            -              1
Amortization of deferred stock-based compensation                     15            -             15
Net loss                                                               -       (3,849)        (3,849)
                                                            ------------  -----------  -------------
BALANCES AT JUNE 30, 2003                                             (5)     (39,216)       (39,200)

Issuance of Series C mandatorily redeemable
    convertible preferred stock in lieu of cash payment
    to a vendor for services rendered in 2003                          -            -              -
Dividend and accretion to redemption value relating to
   Series A, B and C mandatorily redeemable
   convertible preferred stock, net of issuance costs                  -       (4,449)        (4,599)
Issuance of warrants to purchase preferred stock in
   conjunction with notes payable issuance                             -            -            162
Issuance of common stock upon exercise of stock
   options                                                             -            -              5
Repurchase of common stock                                             -            -            (17)
Amortization of deferred stock-based compensation                      5            -              5
Net income                                                             -        1,018          1,018
                                                            ------------  -----------  -------------
BALANCES AT JUNE 30, 2004                                   $          -  $   (42,647) $     (42,626)
                                                            ============  ===========  =============
</TABLE>

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

<PAGE>

SPEEDERA NETWORKS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         YEAR ENDED JUNE 30,
                                                                         ------------------
(in thousands)                                                            2004       2003
<S>                                                                      <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                     $ 1,018    $(3,849)
   Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
        Gain on debt restructuring                                             -     (2,410)
        Depreciation and amortization                                      2,222      4,165
        Allowance for doubtful accounts                                     (187)       215
        Loss on disposal of fixed assets                                      49         75
        Stock-based compensation expense                                       5         15
        Non-cash interest expense                                             37        142
        Changes in current assets and liabilities:
          Accounts receivable                                               (817)      (427)
          Prepaid expenses and other assets                                 (312)       (78)
          Accounts payable                                                   439      1,038
          Accrued liabilities                                                (42)       553
          Deferred revenue                                                   458        (67)
          Deferred rent                                                      (21)        21
                                                                         -------    -------
             Net cash provided by (used in) operating activities           2,849       (607)
                                                                         -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                     (3,175)    (1,158)
                                                                         -------    -------
             Net cash used in investing activities                        (3,175)    (1,158)
                                                                         -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from notes payable                                             2,000          -
   Principal payments on notes payable                                      (201)      (700)
   Proceeds from credit line borrowings                                    1,620          -
   Principal payments on credit line borrowings                           (1,620)         -
   Proceeds from issuance of Series C mandatorily redeemable
    convertible preferred stock, net of issuance costs                         -      1,000
   Proceeds from exercise of common stock options                              5          1
   Repurchase of restricted common stock                                     (17)         -
                                                                         -------    -------
             Net cash provided by financing activities                     1,787        301
                                                                         -------    -------
Net increase (decrease) in cash and cash equivalents                       1,461     (1,464)
Cash and cash equivalents at beginning of period                             752      2,216
                                                                         -------    -------
Cash and cash equivalents at end of period                               $ 2,213    $   752
                                                                         =======    =======

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for interest                                                $    41    $   110

NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Issuance of Series C mandatorily redeemable convertible preferred
    stock for services renderred                                         $   704    $   218
   Issuance of warrants to purchase Series C mandatorily redeemable
     convertible preferred stock for services renderred in conjunction
     with notes payable issuance                                         $   162    $     -
   Dividends and accretion of mandatorily redeemable
     convertible preferred stock                                         $ 4,599    $ 4,133
   Accounts payable related to property and equipment purchases          $     2    $    67
</TABLE>

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

<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

1.    THE COMPANY

      Speedera Networks, Inc. (the "Company") was incorporated in the state of
      Delaware on October 12, 1999. The Company provides services, powered by a
      next-generation internet content distribution network with global traffic
      management, through a subscription service. The Company's services are
      primarily designed to resolve network congestion by routing internet
      traffic and delivering content and transactions around busy or failed
      network segments.

      The Company has completed several rounds of private equity financing and
      debt financing. Since inception through June 30, 2004, the Company has
      incurred substantial losses and negative cash flows from operations.
      Management expected and has reached operating cash flow breakeven in
      fiscal 2004, however, they cannot guarantee that operating income and
      positive cash flows will continue in the foreseeable future because of
      additional costs and expenses related to marketing and other promotional
      activities, continued expansion of operations, continued development of
      the Company's software, web site and information technology
      infrastructure, expansion of product offerings and development of
      relationships with other businesses. Failure to generate sufficient
      revenues, raise additional capital or reduce certain discretionary
      spending could have a material adverse effect on the Company's ability to
      achieve its intended business objectives.

2.    SIGNIFICANT ACCOUNTING POLICIES

      USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and reported amounts
      of revenues and expenses during the reporting period. Actual results could
      differ from those estimates.

      Significant estimates used in these financial statements include, but are
      not limited to, allowance for doubtful accounts, contingencies,
      depreciation and amortization of property, equipment and capitalized
      software and the valuation allowance on deferred tax assets.

      REVENUE RECOGNITION

      The Company recognizes revenue from content delivery and streaming
      services based on the amount of data delivered and stored on its network.
      The service agreements generally commit the customer to a monthly minimum
      commitment plus additional fees for usage above the minimum commitment.
      Revenue is recognized for the greater of the actual usage or the monthly
      minimum commitment when all of the following conditions are met: the
      customer has signed a contract, the service has been delivered, the fee is
      fixed or determinable and collection is reasonably assured. Revenue from
      other services such as load balancing, monitoring and hosting is
      recognized each month, as performed, for the duration of the applicable
      contract provided that the fee is fixed or determinable and

                                       1
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      collection is reasonably assured. The Company records installation and
      set-up fees as deferred revenue and recognizes these fees ratably over the
      life of the customer contract.

      COST OF REVENUE

      Cost of revenue consists primarily of fees paid to network providers for
      bandwidth and housing servers in third-party network data centers. Cost of
      revenue also includes network operation employee costs and cost of
      licenses. The Company enters into bandwidth contracts with third-party
      providers that generally commit the Company to pay minimum monthly fees
      plus additional fees for bandwidth usage above the committed usage.

      RISKS AND UNCERTAINTIES

      The Company is subject to all of the risks inherent to a company
      conducting content distribution services over the Internet. These risks
      include, but are not limited to, a limited operating history, ability to
      generate profitable operations or to obtain additional financing, limited
      management resources, dependence upon consumer acceptance of the Internet
      and the changing nature of the content distribution services industry. The
      Company's operating results may be materially affected by the foregoing
      factors.

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      The reported amounts of certain of the Company's financial instruments,
      including cash and cash equivalents, accounts receivable and accounts
      payable, approximate fair value due to their short maturities.

      The carrying amounts of notes payable approximate fair value because the
      contractual interest rates approximate the interest rates the Company
      could obtain on similar financing transactions.

      CASH AND CASH EQUIVALENTS

      The Company considers all highly liquid investments with an original
      maturity of three months or less when purchased to be cash equivalents.

      CONCENTRATIONS OF CREDIT RISK

      Financial instruments that potentially subject the Company to
      concentrations of credit risk consist of cash, cash equivalents and
      accounts receivable.

      The Company's cash and cash equivalents are deposited with two major
      financial institutions in the United States of America. At times, such
      deposits may be in excess of insured limits. Management believes that the
      Company's investments in cash equivalents are financially sound and have
      minimal credit risk.

      The Company's accounts receivable are derived from revenue earned from
      customers located in the U.S., Europe and Asia. The Company performs
      credit evaluations of its customers' financial condition and, generally,
      requires no collateral from its customers. For the years ended June 30,
      2004 and June 30, 2003, no single customer accounted for greater than 10%
      of the Company's total revenues. At June 30, 2004 and June 30, 2003, no
      single customer accounted for greater than 10% of accounts receivable.

                                       2
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      ALLOWANCE FOR DOUBTFUL ACCOUNTS

      The Company's allowance for doubtful accounts is an estimate consisting of
      specifically identified accounts receivable which management believes may
      be partially or wholly un-collectible and a general reserve based on the
      Company's experience in collecting customer accounts receivables.

      PROPERTY AND EQUIPMENT

      Property and equipment is stated at cost less accumulated depreciation and
      amortization. Depreciation and amortization of property and equipment is
      computed using the straight-line method over the estimated useful lives of
      the respective assets as follows:

<TABLE>
<CAPTION>
<S>                                            <C>
Computers, software and other equipment                 1 - 3 years
Furnitures and fixtures                                   5 years
Leasehold improvements                         Shorter of the lease term or the
                                                   estimated useful lives
</TABLE>

      Upon sale or retirement of assets, the cost and related accumulated
      depreciation and amortization are removed from the balance sheet and the
      resulting gain or loss is reflected in other income. Repairs and
      maintenance costs are expensed as incurred.

      ENGINEERING AND DEVELOPMENT EXPENSES

      Engineering and development costs are expensed as incurred, except for
      certain software development costs associated with internal use software.
      These costs are accounted for in accordance with Statement of Position
      ("SOP") 98-1 and Emerging Issues Task Force ("EITF") Issue No. 00 - 02,
      which require these costs to be charged to operations until certain
      capitalization criteria are met. During the years ended June 30, 2004 and
      2003, software development costs of approximately $502,000 and $448,000,
      respectively, were capitalized and included in property and equipment.
      Total amortization of software development costs for the years ended June
      30, 2004 and 2003 was approximately $781,000 and $994,000, respectively.

      ACCOUNTING FOR LONG-LIVED ASSETS

      The Company evaluates its long-lived assets for impairment whenever events
      or changes in circumstances indicate that the carrying amount of an asset
      may not be recoverable. Recoverability is measured by comparison of the
      carrying from the asset. There have been no such impairments of long-lived
      assets as of June 30, 2004.

      ADVERTISING COSTS

      Advertising costs are expensed as incurred. Advertising costs for the
      years ended June 30, 2004 and 2003 were approximately $61,000 and $70,000,
      respectively.

      STOCK-BASED COMPENSATION

      The Company follows Statement of Financial Accounting Standards ("SFAS")
      No. 148, Accounting for Stock-Based Compensation, Transition and
      Disclosure. SFAS No. 148 also requires that disclosures of the pro forma
      effect of using the fair value method of

                                       3
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      accounting for stock-based employee compensation be displayed more
      prominently and in a tabular format. During the year ended June 30, 2004,
      there were no stock based awards to non-employees.

      Employee stock awards under the Company's compensation plans are accounted
      for in accordance with Accounting Principles Board Opinion No. 25,
      Accounting for Stock Issued to Employees, and related interpretations,
      including FASB Interpretation ("FIN") No. 44, Accounting for Certain
      Transactions Involving Stock Compensation (an Interpretation of APB
      Opinion No. 25), and related interpretations. The Company also provides
      the disclosures required by SFAS No. 123, Accounting for Stock-Based
      Compensation and related interpretations thereof.

      Had compensation expense for the Company's stock-based compensation plan
      been determined based on the fair value at the grant dates for the awards
      under a method prescribed by SFAS No. 123, the Company's net income (loss)
      for the periods presented would have been increased to the pro forma
      amounts indicated below (in thousands):

<TABLE>
<CAPTION>
                                                            YEAR ENDED JUNE 30,
                                                            -------------------
(in thousands)                                               2004       2003
<S>                                                         <C>        <C>
Net income (loss), as reported                              $ 1,018    $(3,849)
Stock-based compensation included in net income (loss),
   as reported, net of applicable tax effects                     3          9
Fair value of stock-based compensation, net of applicable
   tax effects                                                  (11)       (34)
                                                            -------    -------

Pro forma income (loss)                                     $ 1,010    $(3,874)
                                                            -------    -------
</TABLE>

      These pro forma amounts may not be representative of the effects on pro
      forma net income (loss) for future years as options vest over several
      years and additional awards are generally made each year.

      Stock-based awards to nonemployees are accounted for under the provisions
      of SFAS No. 123 and EITF Issue No. 96-18, Accounting for Equity
      Instruments that are Issued to Other than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services. Compensation expense
      resulting from non-employee options is amortized under the provisions of
      FASB Interpretation No. 28, Accounting for Stock Appreciation Rights and
      Other Variable Stock Option or Award Plans - An Interpretation of APB
      Opinions No. 15 and 25, as amended.

                                       4
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      STOCK OPTION PLAN

      On October 12, 1999, the Company adopted the "1999 Equity Incentive Plan"
      (the "Plan"). The Plan provides for the granting of stock options to
      employees and consultants of the Company. Options granted under the Plan
      may be either incentive stock options or non-qualified stock options.
      Incentive stock options ("ISOs") may be granted only to Company employees
      (including officers and directors who are also employees). Non-qualified
      stock options ("NSOs") may be granted to Company employees and
      consultants. As of June 30, 2004, the Company had reserved approximately
      51,189,000 shares of common stock for issuance under the Plan (see also
      Note 11).

      Options under the Plan may be granted for periods of up to ten years and
      at prices no less than 85% of the estimated fair value of the shares on
      the date of grant as determined by the Board of Directors, provided,
      however, that (i) the exercise price of an ISO and NSO shall not be less
      than 100% and 85% of the estimated fair value of the shares on the date of
      grant, respectively, and (ii) the exercise price of an ISO and NSO granted
      to a 10% shareholder shall not be less than 110% of the estimated fair
      value of the shares on the date of grant. Options may have a maximum term
      of up to 10 years as determined by the Board of Directors. To date,
      options granted generally vest over four years.

      The following table summarizes activity under the Plan:

<TABLE>
<CAPTION>
                                                      OPTIONS OUTSTANDING
                                                      -------------------
                                                                  WEIGHTED
                                           SHARES                 AVERAGE
                                          AVAILABLE    NUMBER    EXERCISE
(in thousands, except per share amounts)  FOR GRANT   OF SHARES    PRICE
<S>                                       <C>         <C>        <C>
BALANCES, JUNE 30, 2002                      5,268     23,307     $  0.03
Options granted                             (2,025)     2,025        0.01
Options exercised                                -         (3)       0.05
Options cancelled                            2,048     (2,048)       0.03
                                           -------     ------
BALANCES, JUNE 30, 2003                      5,291     23,281        0.03
Shares reserved                             17,530          -           -
Options granted                            (24,270)    24,270        0.01
Options exercised                                -       (234)       0.02
Options cancelled                            3,807     (3,807)       0.04
Shares repurchased                             420          -           -
                                           -------     ------
BALANCES, JUNE 30, 2004                      2,778     43,510     $  0.02
                                           =======     ======
</TABLE>

                                       5
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      The options outstanding and exercisable by exercise price at June 30, 2004
      are as follows:

<TABLE>
<CAPTION>
                                 WEIGHTED
                                  AVERAGE       OPTIONS
                                 REMAINING    EXERCISABLE
   EXERCISE          NUMBER     CONTRACTUAL   AT JUNE 30,
    PRICE         OUTSTANDING       LIFE         2004
                 (in thousands)             (in thousands)
<S>              <C>            <C>         <C>
$ 0.005 - 0.025     41,202       8.8 years      11,556
$  0.04 - 0.05       1,758       6.6 years       1,534
$  0.12 - 0.50         548       6.4 years         512
$      2.00              2       6.0 years           2
                    ------                      ------
                    43,510                      13,604
                    ======                      ======
</TABLE>

      At June 30, 2004 approximately 13,604,000 options were exercisable.

      The fair value of each employee option grant is estimated on the date of
      grant using the minimum value method with the following assumptions:

<TABLE>
<CAPTION>
                                      JUNE 30,
                                 -----------------
                                  2004      2003
<S>                              <C>       <C>
Risk-free interest rate           3.50%     1.25%
Expected life                    4 years   4 years
Dividend yield                      0%        0%
Weighted average fair value of
 options granted during the year   0.001    $0.001
</TABLE>

      COMPREHENSIVE INCOME (LOSS)

      For the years ended June 30, 2004 and 2003, there was no difference
      between net income (loss) and comprehensive income (loss).

      RECLASSIFICATIONS

      Certain amounts reported in prior year have been reclassified to conform
      to the 2004 presentation.

                                       6
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

3.    BALANCE SHEET COMPONENTS

<TABLE>
<CAPTION>
                                                           JUNE 30,
                                                     --------------------
(in thousands)                                         2004        2003
<S>                                                  <C>         <C>
PROPERTY AND EQUIPMENT, NET:
   Computers, software and other equipment           $ 16,874    $ 15,334
   Furniture and fixtures                                 340         295
   Leasehold improvements                                 120         115
                                                     --------    --------
                                                       17,334      15,744
   Less: Accumulated depreciation and amortization    (13,445)    (12,761)
                                                     --------    --------
                                                     $  3,889    $  2,983
                                                     ========    ========

ACCRUED LIABILITIES:
   Payroll and related expenses                      $    822    $  1,032
   Accrued co-location expenses                           126         247
   Operating and other accrued liabilities                487         211
                                                     --------    --------
                                                     $  1,435    $  1,490
                                                     ========    ========
</TABLE>

4.    INCOME TAXES

      The provision for income taxes is summarized below:

<TABLE>
<CAPTION>
                                                           JUNE 30,
                                                     --------------------
(in thousands)                                         2004        2003
<S>                                                  <C>         <C>
CURRENT:
   Federal                                           $      -    $      -
   State                                                   80           -
                                                     --------    --------
Total provision for income taxes                     $     80    $      -
                                                     ========    ========
</TABLE>

                                       7
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      The components of net deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                            JUNE 30,
                                      --------------------
(in thousands)                          2004        2003
<S>                                   <C>         <C>
DEFERRED TAX ASSETS:
   Net operating loss carryforwards   $ 11,663    $  8,309
   Accruals, reserves and others           570         738
   Fixed and intangible assets             718          53
                                      --------    --------
                                        12,951       9,100
DEFERRED TAX LIABILITIES:
   Internally developed software          (368)          -
                                      --------    --------
Gross deferred tax assets               12,583       9,100
Less: Valuation allowance              (12,583)     (9,100)
                                      --------    --------
Net deferred tax asset                $      -    $      -
                                      ========    ========
</TABLE>

      Management believes that, based on a number of factors, it is more likely
      than not that the deferred tax assets will not be fully realizable.
      Accordingly, the Company has provided a full valuation allowance against
      its deferred tax assets as of June 30, 2004 and June 30, 2003.

      The Company's actual tax provision differs from the expected federal rate
      of 34% due primarily to state taxes of approximately $80,000, meals &
      entertainment of approximately $18,000, warrants of approximately $17,000
      and the net change in valuation allowance for deferred tax assets net of
      true-up of approximately $(408,000).

      As of June 30, 2004, the Company had approximately $29 million and $28
      million of federal and state net operating loss carryforwards available to
      offset future taxable income, respectively. The federal and state net
      operating losses will begin to expire in 2020 and 2008, respectively.

      Under the Tax Reform Act of 1986, the amount of benefit from net operating
      loss carryforwards may be impaired or limited in certain circumstances.
      Events which cause limitations in the amount of net operating losses that
      the Company may utilize in any one year include, but are not limited to, a
      cumulative ownership change of more than 50%, as defined, over a three
      year period.

5.    BORROWINGS

      SUBORDINATED LOAN AND SECURITY AGREEMENT

      In April 2000, the Company entered into a subordinated loan and security
      agreement to borrow up to $5 million, in minimum advances of $250,000, at
      an interest rate of 12% per annum under which the Company borrowed the
      maximum aggregate amount. In March 2001, an agreement was made to amend
      the original terms of the subordinated loan and

                                       8
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      security agreement. Pursuant to these amended terms, $2 million of the
      then outstanding principal was converted into shares of Series B
      mandatorily redeemable convertible preferred stock at $0.233 per share.
      The remaining principal balance of approximately $2.7 million was to be
      payable in monthly installments commencing on January 1, 2003 and any
      unpaid principal and interest was due in full on June 1, 2004. Accrued
      interest of approximately $298,000, for the months of February 2001
      through December 2001 was paid in Series B preferred stock at a conversion
      rate of $0.233 per share. The remaining interest was to be paid in cash.
      In connection with this subordinated loan and security agreement, the
      Company issued a warrant to purchase shares of Series B mandatorily
      redeemable preferred stock (Note 7).

      In January 2002, the Company entered into an agreement to terminate the
      subordinated loan and security agreement. Pursuant to this termination,
      approximately $468,000 was paid in cash and approximately $272,000 was
      converted into shares of Series C mandatorily redeemable convertible
      preferred stock at $0.091 per share. The remaining principal and accrued
      interest of approximately $2.0 million was forgiven by the lender and
      recorded as a gain on the debt restructuring. The remaining unamortized
      loan fee of approximately $185,000 was offset to the gain on debt
      restructuring.

      PROMISSORY NOTE

      In May 2000, the Company entered into a promissory note agreement to
      borrow up to $10 million at an interest rate of 10.75% per annum under
      which the Company borrowed approximately $8.1 million. In March 2001, the
      Company entered into an agreement to amend the original terms of the
      promissory note. Pursuant to these amended terms, $2 million of the then
      outstanding principal was converted into shares of Series B mandatorily
      redeemable convertible preferred stock at $0.233 per share and
      approximately $408,000 of accrued interest converted into outstanding
      principal resulting in a note balance of approximately $6.5 million.
      Pursuant to the amended terms, interest was due and payable quarterly
      commencing on January 1, 2002. Principal was to be paid in cash in
      eighteen equal monthly installments beginning on January 1, 2003. In
      connection with this note, the Company issued a warrant to purchase shares
      of Series B mandatorily redeemable preferred stock (Note 7).

      In January 2002, the Company entered into an agreement to further amend
      the original terms of the promissory note. Pursuant to these amended
      terms, $700,000 was paid in cash and approximately $3.4 million of the
      then outstanding principal and interest was forgiven by the lender and
      recorded as a gain on debt restructuring, resulting in a note balance of
      approximately $3 million. The unamortized debt discount of approximately
      $245,000 was offset to the gain on debt restructuring.

      In November 2002, the Company entered into an agreement to terminate the
      promissory note. Pursuant to this termination, $700,000 was paid in cash
      and approximately $2.6 million of the remaining outstanding principal and
      interest was forgiven by the lender and recorded as a gain on debt
      restructuring. The unamortized debt discount of approximately $172,000 was
      offset to the gain on debt restructuring.

                                       9
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      CREDIT FACILITIES

      In November 2003, the Company entered into a credit facility agreement
      with a bank. This agreement consists of an accounts receivable revolver,
      with maximum borrowings equal to the lesser of 80% of eligible receivables
      or $1.5 million, a non-formula term loan of $500,000, and a term loan of
      $500,000 collateralised by equipment purchases. The accounts receivable
      revolver bears interest equal to the prime rate in effect from time to
      time, plus three percent per annum, provided that the interest rate in
      effect on any day shall not be less than seven percent per annum. The
      non-formula term loan and the term loan bear interest at seven percent.
      The accounts receivable revolver expires in November 2004. The non-formula
      term loan and term loan mature in January 2006 and November 2006,
      respectively. As of June 30, 2004, there were no borrowings outstanding
      under the accounts receivable revolver and an outstanding balance of
      approximately $396,000 and $403,000 under the non-formula term loan and
      the term loan, respectively. The credit facility contains certain
      financial covenants, with which the Company was in compliance at June 30,
      2004.

      In May 2004, an agreement was made to amend the original terms of the
      credit facility agreement above. In addition to the above loans the bank
      made a non-formula term loan (No. 2) of an amount not to exceed $1 million
      and a non-formula term loan (No. 3) of an amount not to exceed $500,000 to
      the Company. As of June 30, 2004, the outstanding balance for non-formula
      term loan No. 2 was $1 million and matures in June 2007. The non-formula
      term loan No. 3 shall be made in a single advance after September 16, 2004
      and prior to March 31, 2005 given all terms and conditions are met (See
      note 11). Borrowings under these loans bear interest at a fixed rate equal
      to the prime rate in effect as of the date of the advance, plus three
      percent per annum, provided that the interest rate in effect on any day
      shall not be less than seven percent per annum.

      In conjunction with the November 2003 and May 2004 credit facilities with
      a bank, in addition to accounts receivable, substantially all of the
      Company's equipment and registered patents and trademarks are being used
      as collateral. Further, in conjunction with the November 2003 credit
      facility and May 2004 credit facility amendment, the Company issued
      warrants to the bank (Note 7).

      Principal payments under the bank loans are as follows:

<TABLE>
<CAPTION>
(in thousands)
YEAR ENDING JUNE 30,

<S>                                 <C>
2005                                $   750
2006                                    646
2007                                    403
                                    -------
                                      1,799
Less: current portion                  (750)
                                    -------
Notes payable - long-term portion   $ 1,049
                                    =======
</TABLE>

                                       10
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

6.    COMMITMENTS AND CONTINGENCIES

      BANDWIDTH USAGE AND CO-LOCATION COMMITMENTS

      The Company has commitments for bandwidth usage and co-location with
      network service providers that expire at various dates through 2005. For
      the year ending June 30, 2005, the minimum commitment is approximately
      $3,195,000. Some of these agreements may be amended to either increase or
      decrease the minimum commitments during the life of the contract.

      LEASE COMMITMENTS

      The Company leases its principal operating facilities under noncancelable
      operating leases. Rent expense was approximately $503,000 and $495,000 for
      the years ended June 30, 2004 and 2003, respectively.

      Future minimum lease payments under noncancelable operating leases are as
      follows (see also Note 11):

<TABLE>
<CAPTION>
(in thousands)
                         OPERATING
YEAR ENDING JUNE 30,      LEASES
<S>                      <C>
2005                       $300
                           ----
</TABLE>

      CONTINGENCIES

      LITIGATION

      In June 2002, a competitor filed suit in California Superior Court against
      the Company, alleging theft of its trade secrets from an independent
      company that provides website performance testing services. In October
      2002, the Company filed a cross-claim against the competitor seeking
      monetary damages and injunctive relief and alleging that the competitor
      engaged in various unfair trade practices, made false and misleading
      statements and engaged in unfair competition.

      In fiscal 2002 and 2003, the competitor filed suits against the Company
      for violations of certain patents held by the competitor. The Company has
      filed counterclaims in these cases, including that the competitor has
      infringed a patent that was issued to the Company.

      In January 2004, another competitor filed suit in United States District
      Court in Delaware against the Company, alleging infringement of certain
      patents held by the competitor. The Company filed a counterclaim against
      the competitor alleging infringement of certain patents held by the
      Company.

      The Company's management believe that they have meritorious defenses and
      counterclaims, and intend to vigorously defend these actions. During the
      year ended June 30, 2004, the Company incurred approximately $4 million in
      legal fees to defend the above

                                       11
<PAGE>


SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      claims. The outcome is not known at this time and accordingly no amounts
      have been accrued in the accompanying financial statements.

      The Company is involved in various other lawsuits and claims arising from
      the conduct of its business. The Company's management believes that the
      disposition of these matters will not have a material effect on the
      financial position of the Company.

      INDEMNIFICATIONS

      FIN No. 45, Guarantor's Accounting and Disclosure Requirements for
      Guarantees, Including indirect Guarantees of Indebtedness of Others ,
      requires that upon issuance of a guarantee, the guarantor must disclose
      and recognize a liability for the fair value of the obligation it assumes
      under that guarantee. As of June 30, 2004 and 2003, the Company's
      management believes the fair value of guarantees the Company issued or
      modified after December 31, 2002 were nominal.

      In the normal course of business to facilitate sales of its services, the
      Company indemnifies other parties, including business partners, customers,
      lessors, preferred stock holders and parties to other transactions with
      the Company, with respect to certain matters. The Company has agreed to
      hold the other party harmless against losses arising from a breach of
      representations or covenants, or out of intellectual property infringement
      or other claims made against certain parties. These agreements may limit
      the time within which an indemnification claim can be made and the amount
      of the claim. In addition, the Company has entered into indemnification
      agreements with an agent and an employee, and the Company's bylaws contain
      similar indemnification obligations to the Company's officers and
      directors.

      It is not possible to determine the maximum potential exposure or amount
      under these indemnification agreements due to the Company having no prior
      indemnification claims and the unique facts and circumstances involved in
      each particular agreement. However, the Company has an errors and
      omissions insurance policy that may enable it to recover a portion of any
      future amounts paid.

7.    WARRANTS

      WARRANT ISSUED IN CONJUNCTION WITH THE SUBORDINATED LOAN AND SECURITY
      AGREEMENT

      In April 2000, the Company issued a warrant to purchase shares of Series B
      mandatorily redeemable convertible preferred stock at $0.233 per share.
      This warrant expires five years from the date of grant. The Company valued
      the warrant using the Black-Scholes option pricing model applying an
      expected life of five years, a weighted average risk free rate of 6.71%, a
      dividend yield of zero percent and volatility of 80%. The fair value of
      approximately $451,000 represents loan fees on the loan and was amortized
      over the loan term. During the year ended June 30, 2002, approximately
      $86,000 was amortized as interest expense and approximately $185,000 was
      offset to the gain on debt restructuring upon termination of the
      subordinated loan and security agreement. At June 30, 2004, none of the
      warrants issued had been exercised.

                                       12
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      WARRANT ISSUED IN CONJUNCTION WITH THE PROMISSORY NOTE

      In May 2000, the Company issued a warrant to purchase shares of Series B
      mandatorily redeemable convertible preferred stock at $0.233 per share.
      This warrant expires four years from the date of grant. The Company valued
      the warrant using the Black-Scholes option pricing model applying an
      expected life of four years, a weighted average risk free rate of 6.75%, a
      dividend yield of zero percent and volatility of 80%. The fair value of
      approximately $878,000 represents additional interest on the promissory
      note and is being expensed over its term using the effective interest rate
      method. During the year ended June 30, 2002, approximately $175,000 was
      amortized as interest expense and approximately $245,000 was offset to the
      gain on debt restructuring upon amendment of the promissory note. During
      the year ended June 30, 2003, approximately $43,000 was amortized as
      interest expense and approximately $172,000 was offset to the gain on debt
      restructuring upon termination of the promissory note. At June 30, 2004,
      none of the warrants issued had been exercised.

      WARRANTS ISSUED IN CONJUNCTION WITH THE EQUIPMENT LEASE AGREEMENT

      In January 2000, the Company issued warrants to purchase shares of Series
      A mandatorily redeemable convertible preferred stock at $0.233 per share.
      These warrants expire five years from the date of grant. The Company
      valued the warrants using the Black-Scholes option pricing model applying
      expected lives of five years, a weighted average risk free rate of 6.62%,
      a dividend yield of zero percent and volatility of 80%. The fair value of
      approximately $52,000 represents loan fees on the loan and was amortized
      over the loan term. During the year ended June 30, 2002, approximately
      $9,000 was amortized as interest expense and approximately $22,000 was
      offset to the gain on debt restructuring upon termination of the lease
      agreement. At June 30, 2004, none of the warrants issued had been
      exercised.

      In April 2000, the Company issued a warrant to purchase shares of Series B
      mandatorily redeemable convertible preferred stock at $0.233 per share.
      This warrant expires five years from the date of grant. The Company valued
      the warrant using the Black-Scholes option pricing model applying an
      expected life of five years, a weighted average risk free rate of 6.76%, a
      dividend yield of zero percent and volatility of 80%. The fair value of
      approximately $496,000 represents loan fees on the loan and was amortized
      over the loan term. During the year ended June 30, 2002, approximately
      $81,000 was amortized as interest expense and approximately $243,000 was
      offset to the gain on debt restructuring upon termination of the lease
      agreement. At June 30, 2004, none of the warrants issued had been
      exercised.

      WARRANTS ISSUED IN CONJUNCTION WITH SERVICES RENDERED

      In January 2002, the Company issued warrants to purchase shares of Series
      C mandatorily redeemable convertible preferred stock at $0.09 per share in
      conjunction with services rendered in connection with the Company's debt
      restructuring. These warrants expire five years from the date of grant.
      The Company valued the warrants using the Black-Scholes option pricing
      model applying expected lives of four years, a weighted average risk free
      rate of 4.4%, a dividend yield of zero percent and volatility of 100%. All
      of the fair value

                                       13
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      of approximately $97,500 was offset to the gain on debt restructuring in
      fiscal 2002. At June 30, 2004, none of the warrants issued had been
      exercised.

      In November 2003, the Company issued warrants to purchase shares of Series
      C mandatorily redeemable convertible preferred stock at $0.091 per share
      in conjunction with services rendered in connection with a credit
      facility. These warrants expire seven years from date of grant. The
      Company valued the warrants using the Black-Scholes option pricing model
      applying expected lives of four years, a weighted average risk free rate
      of 4.17%, a dividend yield of zero percent and volatility of 80%. The fair
      value of approximately $90,000 represents loan fees on the loan and is
      being amortized over the credit term. During the year ended June 30, 2004,
      approximately $35,000 was amortized. At June 30, 2004, none of the
      warrants issued had been exercised.

      In May 2004, the Company issued warrants to purchase shares of Series C
      mandatorily redeemable convertible preferred stock at $0.091 per share in
      conjunction with services rendered in connection with a credit facility.
      These warrants expire seven years from date of grant. The Company valued
      the warrants using the Black-Scholes option pricing model applying
      expected lives of four years, a weighted average risk free rate of 3.45%,
      a dividend yield of zero percent and volatility of 80%. The fair value of
      approximately $71,000 represents loan fees on the loan and is being
      amortized over the loan term. During the year ended June 30, 2004,
      approximately $2,000 was amortized. At June 30, 2004, none of the warrants
      issued had been exercised.

      The purchase price of the preferred stock for warrants issued in November
      2003 and May 2004 is based on the holder being able to convert into the
      most recent round of financing or the next round of financing. In the
      event that the next round of financing, if any, is priced at below the
      holder's conversion price of $0.091 per share, then the Company would be
      required to issue additional warrants such that the holder maintains the
      same level of valuation.

8.    MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK

      Mandatorily redeemable convertible preferred stock ("Preferred Stock") at
      June 30, 2004 consists of the following:

<TABLE>
<CAPTION>
                                                          PROCEEDS
(in thousands)                                             NET OF
                        SHARES             LIQUIDATION    ISSUANCE
SERIES           AUTHORIZED  OUTSTANDING      AMOUNT       COSTS
<S>              <C>         <C>           <C>            <C>
A                   7,523        7,433       $  5,575     $  5,530
B                 122,463      110,189         31,278       20,034
C                  92,837       86,867         25,983        7,344
                  -------      -------       --------     --------
                  222,823      204,489       $ 62,836     $ 32,908
                  =======      =======       ========     ========
</TABLE>

                                       14
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      The rights with respect to Series A, Series B and Series C Preferred
      Stocks are as follows:

      VOTING

      Each share of the Series A, Series B and Series C Preferred Stock has
      voting rights equal to an equivalent number of shares of common stock into
      which it is convertible and, except with respect to rights related to the
      election of directors and certain protective provisions, has the same
      voting rights and powers as shares of common stock.

      DIVIDENDS

      Holders of Series A Preferred Stock are entitled to receive non-cumulative
      dividends at the per annum rate of $0.06 per share. The dividends are
      payable when and if declared by the Board of Directors. No dividends on
      the Series A Preferred Stock have been declared by the Board of Directors
      from inception through June 30, 2004.

      Holders of Series B Preferred Stock are entitled to receive cumulative
      dividends at the per annum rate of 6% per share. The dividends are payable
      when declared by the Board of Directors. No dividends on the Series B
      Preferred Stock have been declared by the Board of Directors from
      inception through June 30, 2004.

      Holders of Series C Preferred Stock are entitled to receive cumulative
      dividends at the per annum rate of 12% per share, when declared by the
      Board of Directors. No dividends on the Series C Preferred Stock have been
      declared by the Board of Directors from inception through June 30, 2004.

      LIQUIDATION

      In the event of any liquidation, dissolution or winding up of the Company,
      including a merger, acquisition or sale of assets where the beneficial
      owners of the Company's common stock and Preferred Stock own less than a
      majority of the resulting voting power of the surviving entity. The
      holders of Series A Preferred Stock are entitled to receive, prior and in
      preference to the holders of common stock, an amount of $0.75 per share
      plus all declared but unpaid dividends on Series A Preferred Stock. The
      holders of Series B Preferred Stock are entitled to receive, prior and in
      preference to the holders of Series A Preferred Stock and common stock,
      $0.233 per share plus all declared or accrued but unpaid dividends on the
      Series B Preferred Stock. The holders of Series C Preferred Stock are
      entitled to receive, prior and in preference to the holders of Series A
      Preferred Stock, Series B Preferred Stock and common stock, $0.273 per
      share plus all declared or accrued but unpaid dividends on the Series C
      Preferred Stock.

      Should the Company's legally available assets be insufficient to satisfy
      the liquidation preferences of the Series C Preferred Stock, the funds
      will be distributed ratably among the holders of Series C Preferred Stock
      in proportion to the amount of such stock owned by each holder. Should the
      Company's legally available assets

                                       15
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      be insufficient to satisfy the liquidation preferences of the Series B
      Preferred Stock after the full satisfaction of the liquidation preferences
      of the Series C Preferred Stock, such remaining funds will be distributed
      ratably among the holders of Series B Preferred Stock in proportion to the
      amount of such stock held by each holder. Should the Company's legally
      available assets be insufficient to satisfy the liquidation preferences of
      the Series A Preferred Stock after the full satisfaction of the
      liquidation preferences of the Series B and Series C Preferred Stock, such
      remaining funds will be distributed ratably among the holders of Series A
      Preferred Stock in proportion to the amount of such stock held by each
      holder. The remaining assets, if any, shall be distributed among the
      holders of common stock prorated based on the number of shares held by
      each holder of common stock.

      CONVERSION

      Each share of Series A, Series B and Series C Preferred Stock is
      convertible, at the option of the holder, according to a conversion ratio
      of two shares, one share and one share of common stock for one share of
      Series A, Series B and Series C Preferred Stock, respectively, subject to
      adjustment for dilution, common stock splits and declared or accrued but
      unpaid dividends.

      Each share of Series A, Series B and Series C Preferred Stock
      automatically converts into the number of shares of common stock into
      which such shares are convertible at the then effective conversion ratio
      upon the closing of a public offering of common stock at a per share price
      of at least $3.00 per share, with gross proceeds of at least $50 million.
      Each share of the Series A, Series B or Series C Preferred Stock
      automatically converts into the number or shares of common stock into
      which such shares are convertible at the then effective conversion ratio
      if the holders of a majority of the shares of the Series A, Series B or
      Series C Preferred Stock, respectively, consent to such conversion.

      REDEMPTION (SEE NOTE 11)

      Upon written request of a majority of the holders of the outstanding
      Series C Preferred Stock, the outstanding Series C Preferred Stock may be
      redeemed at any time after May 31, 2005. The Company shall redeem on the
      day which is one month following its receipt of such written redemption
      request and on the last day of each successive calendar quarter
      thereafter, a number of shares of Series C Preferred Stock equal to at
      least 12.5% of the then outstanding shares of Series C Preferred Stock,
      until all Series C Preferred Stock has been redeemed or converted to
      common stock. The redemption price shall be approximately $0.091 per share
      of Series C, plus any declared or accrued but unpaid dividends.

      Upon written request of a majority of the holders of the outstanding
      Series B Preferred Stock, and provided that no shares of Series C
      Preferred Stock are then outstanding, the outstanding Series B Preferred
      Stock may be redeemed at any time after May 31, 2005. The Company shall
      redeem on the day which is one month following its receipt of such written
      redemption request and on the last day of each successive calendar quarter
      thereafter, a number of shares of Series B Preferred Stock equal to at
      least 12.5% of the then outstanding shares of Series B Preferred Stock,
      until all Series B Preferred Stock has been redeemed or converted to
      common stock. The redemption price shall be approximately $0.233 per share
      of Series B, plus any declared or accrued but unpaid dividends.

                                       16
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      Upon written request of a majority of the holders of the outstanding
      Series A Preferred Stock, and provided that no shares of Series C or
      Series B Preferred Stock are then outstanding, the outstanding Series A
      Preferred Stock may be redeemed at any time after May 31, 2005. The
      Company shall redeem on the day which is one month following its receipt
      of such written redemption request and on the last day of each successive
      calendar year thereafter, a number of shares of Series A Preferred Stock
      equal to at least 12.5% of the then outstanding shares of Series A
      Preferred Stock, until all shares of Series A Preferred Stock have been
      redeemed or converted to common stock. The redemption price shall be $0.75
      per share of Series A Preferred Stock, plus any declared but unpaid
      dividends.

9.    RESTRICTED COMMON STOCK

      In October 1999, the Company granted its founders 16,000,000 shares of
      restricted common stock subject to vesting. Under the terms of the related
      restricted stock agreements, the Company has the right to repurchase
      unvested shares of common stock at $0.005 per share, in the event that the
      founders cease to be employees of the Company. The fair value of the
      common stock is being amortized as compensation expense over a four-year
      vesting period. Compensation expense of $5,000 and $15,000 was recognized
      in the years ended June 30, 2004 and 2003, respectively. At June 30, 2004,
      there were no shares of common stock subject to repurchase rights of the
      Company.

10.   EMPLOYEE BENEFIT PLAN

      The Company sponsors a 401(k) defined contribution plan covering all
      employees. Contributions made by the Company are determined annually by
      the Board of Directors. No contributions have been made under this plan
      since inception.

11.   SUBSEQUENT EVENTS

      FACILITY LEASE

      In July 2004, the Company entered into a noncancelable operating lease for
      its new facility in Bangalore, India. Future minimum lease payments under
      this lease are $112,000, $127,000, $133,000, $140,000, $147,000, and
      $12,000, during the fiscal years ending June 30 of 2005, 2006, 2007, 2008,
      2009 and thereafter, respectively.

      STOCK OPTION PLAN

      In September 2004, the Company reserved an additional 20,600,000 shares of
      common stock for issuance under the "1999 Equity Incentive Plan" and
      granted approximately 20,779,000 of the then available shares under the
      Plan.

      CREDIT FACILITY BORROWING

      In September 2004, the Company borrowed the $500,000 available under the
      non-formula term loan No. 3 from the bank (see Note 5).

                                       17
<PAGE>

SPEEDERA NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS

      REDEMPTION

      On October 14, 2004, the holders of Series A, Series B and Series C
      Preferred Stocks agreed to extend the earliest date at which they may
      redeem their shares of Mandatorily Redeemable Convertible Preferred Stock
      to November 15, 2005.

12.   2003 SUBSEQUENT EVENTS (AS OF NOVEMBER 21, 2003)

     PREFERRED STOCK

     In October 2003, the Company and one of its attorneys reached an agreement
     to exchange 7,732,332 shares of Series C preferred stock for $703,642 in
     outstanding legal fees due the attorney.

     CREDIT FACILITY

     In November 2003, the Company entered into a credit facility agreement with
     a bank, whereby the Company may borrow up to $2,500,000. The credit
     facility agreement permits borrowings under a) a $1,500,000 secured
     revolving line collateralized by eligible accounts receivable that matures
     12 months from the date of documentation, b) a $500,000 non-formula term
     loan that is repayable in monthly installments over 24 months from the date
     of documentation, and c) a $500,000 secured loan collateralized by eligible
     equipment that is repayable in monthly installments over 36 months from the
     date of documentation. These borrowings bear interest at Prime + 3.00%
     (Prime is determined at the time of the borrowing, currently 4.00%) with a
     minimum rate of 7.00%. In connection with this credit facility, the Company
     issued a warrant to purchase shares of preferred stock at the lower of
     $0.091, or the price of a subsequent round of equity financing, if that
     round occurs prior to November 2010. The number of shares to be issued will
     be equal to $125,000 divided by the warrant price.

     REDEMPTION

     In November 2003, the holders of Series A, Series B and Series C Preferred
     Stock agreed to extend the earliest date at which they may redeem their
     shares of Mandatorily Redeemable Convertible Preferred Stock to May 31,
     2005.


                                       18
<PAGE>

SPEEDERA NETWORKS, INC.

Financial Statements
As of June 30, 2004 and 2003
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Speedera Networks, Inc.

In our opinion, the accompanying balance sheet and the related statements of
operations, of mandatorily redeemable convertible preferred stock and
stockholders' deficit and of cash flows present fairly, in all material
respects, the financial position of Speedera Networks, Inc. (the "Company") at
June 30, 2003, and the results of its operations and its cash flows for
the year then ended, in conformity with accounting principles generally
accepted in the United States of America. 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 audit. We conducted our
audit of these statements in accordance with auditing standards generally
accepted in the United States of America, 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 audit provides a reasonable basis for our opinion.

September 30, 2003, except for Note 12,
which is as of November 21, 2003

/s/ PricewaterhouseCoopers LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>b56524atexv99w4.txt
<DESCRIPTION>EX-99.4 UNAUDITED FINANCIAL STATEMENTS OF SPEEDERA NETWORKS
<TEXT>
<PAGE>

EXHIBIT 99.4

                             SPEEDERA NETWORKS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                             MARCH 31,
                                                                       2005             2004
                                                                     --------         --------
<S>                                                                  <C>              <C>
ASSETS
Current assets:
      Cash and cash equivalents                                      $  4,674         $  1,112
      Accounts receivable, net                                          4,848            2,780
      Prepaid expenses and other current assets                           559              410
                                                                     --------         --------
             Total current assets                                      10,081            4,302
Property and equipment, net                                             4,792            3,938
Other assets                                                              166              136
                                                                     --------         --------
             Total assets                                            $ 15,039         $  8,376
                                                                     ========         ========

LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
      Accounts payable                                               $  5,114         $  2,435
      Accrued expenses                                                  1,920              973
      Deferred revenue                                                    738              726
      Current portion of obligations under capital leases                 427                -
      Current portion of notes payable                                    875              417
                                                                     --------         --------
             Total current liabilities                                  9,074            4,551
Other liabilities                                                         583               18
Notes payable, net of current portion                                     778              486
                                                                     --------         --------
            Total liabilities                                          10,435            5,055
Commitments, contingencies and guarantees
Mandatorily redeemable convertible preferred stock:
      Preferred stock, $0.001 par value;                               48,762           44,707
Stockholders' deficit:
      Common stock, $0.001 par value                                       39               21
      Accumulated other comprehensive income                                2                -
      Accumulated deficit                                             (44,199)         (41,407)
                                                                     --------         --------
             Total stockholders' deficit                              (44,158)         (41,386)
                                                                     --------         --------
             Total liabilities, mandatorily redeemable
             convertible preferred stock and stockholders' deficit   $ 15,039         $  8,376
                                                                     ========         ========
</TABLE>

    See accompanying notes to the unaudited condensed consolidated financial
                                  statements.

<PAGE>

                             SPEEDERA NETWORKS,INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE NINE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                     FOR THE NINE MONTHS ENDED
                                                                             MARCH 31,
                                                                       2005             2004
                                                                     --------         --------
<S>                                                                  <C>              <C>
Services Revenues                                                    $ 25,360         $ 16,572
                                                                     --------         --------

Cost and operating expenses:
      Cost of revenues                                                  9,164            6,393
      Research and development                                          1,094              727
      Sales and marketing                                               5,294            3,583
      General and administrative                                        8,521            4,695
                                                                     --------         --------
            Total cost and operating expenses                          24,073           15,398
                                                                     --------         --------
Income from operations                                                  1,287            1,174
   Interest income                                                         14               28
   Interest expense                                                      (166)             (38)
   Other income, net                                                       43               24
                                                                     --------         --------
Income before provision for income taxes                                1,178            1,188
   Provision for income taxes                                               -                -
                                                                     --------         --------
            Net income                                               $  1,178         $  1,188
                                                                     ========         ========
</TABLE>

    See accompanying notes to the unaudited condensed consolidated financial
                                  statements.

<PAGE>

                             SPEEDERA NETWORKS, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                     FOR THE NINE MONTHS ENDED
                                                                             MARCH 31,
                                                                     -------------------------
                                                                       2005             2004
                                                                     --------         --------
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                     $  1,178         $  1,188
      Adjustments to reconcile net income to net cash
      provided by operating activities:
            Depreciation and amortization                               1,557            1,643
            Allowance for doubtful accounts                               173             (229)
            Stock based compensation expense                                -                5
            Foreign currency gains, net                                    (4)               -
            Non-cash interest expense                                      49                -
            Changes in current assets and liabilities:
                Accounts receivable                                    (2,335)            (980)
                Prepaid expenses and other assets                         (57)             (66)
                Accounts payable and accured expenses                   3,602               73
                Deferred revenue                                           98              544
                Other noncurrent liabilities                              (14)             (15)
                                                                     --------         --------
                   Net cash provided by operating activities            4,247            2,163
                                                                     --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of property and equipment                               (1,795)          (2,694)
                                                                     --------         --------
                   Net cash used in investing activities               (1,795)          (2,694)
                                                                     --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Proceeds from notes payable                                         500            1,000
      Principal payments on notes payable                                (646)             (97)
      Proceeds from credit line borrowings                                  -            1,620
      Principal payments on credit line borrowings                          -           (1,620)
      Payments on capital leases                                          (50)               -
      Proceeds from the exercise of common stock options                  205                5
      Repurchase of restricted common stock                                 -              (17)
                                                                     --------         --------
                   Net cash provided by financing activities                9              891
                                                                     --------         --------

Net increase in cash and cash equivalents                               2,461              360
Cash and cash equivalents at the beginning of the period                2,213              752
                                                                     --------         --------
Cash and cash equivalents at the end of the period                   $  4,674         $  1,112
                                                                     ========         ========
Supplemental disclosure of cash flow information:
     Cash paid for interest                                          $    114         $     33
     Cash paid for income taxes                                      $      2         $      -

Non-cash financing and investing activities:
     Dividends and accretion of mandatorily redeemable
        convertible preferred stock                                  $  2,914         $  3,458
     Issuance of Series C mandatorily redeemable
        convertible preferred stock for services rendered            $      -         $    704
     Assets acquired under capital lease obligations                 $    551         $      -
     Issuance of warrants to purchase Series C mandatorily
        redeemable convertible preferred stock for services
        in conjuction with notes payable issuance                    $      -         $     90
</TABLE>

    See accompanying notes to the unaudited condensed consolidated financial
                                  statements.

<PAGE>

NOTE 1 - NATURE OF BUSINESS, BASIS OF PRESENTATION AND PRINCIPLES OF
CONSOLIDATION

      Speedera Networks, Inc (the "Company" or "Speedera") was incorporated in
the state of Delaware on October 12, 1999. The Company provides Internet content
distribution services with global traffic management through a subscription
service. The Company's services are primarily designed to resolve network
congestion by routing internet traffic and delivering content and transactions
around busy or failed network segments.

      The accompanying condensed consolidated financial statements include the
accounts of Speedera and its wholly-owned subsidiaries. Intercompany
transactions and balances have been eliminated in consolidation. In the opinion
of management, these unaudited statements include all adjustments and accruals
consisting only of normal recurring adjustments that are necessary for a fair
presentation of the results of all interim periods reported herein. The results
of operations for the interim periods presented are not necessarily indicative
of the results that may be expected for future periods.

NOTE 2 - CONCENTRATION OF CREDIT RISK

      Financial instruments that potentially subject the Company to
concentrations of credit risk consist of cash, cash equivalents and accounts
receivables.

      The Company's cash and cash equivalents are deposited with two major
financial institutions in the United States of America. At times, such deposits
may be in excess of insured limits. Management believes that the Company's
investments in cash and cash equivalents have minimal credit risk and the
financial institutions that hold the Company's cash and cash equivalents are of
high credit standing.

      The Company's accounts receivables are derived from revenue earned from
customers located in the United States, Europe and Asia. The Company performs
credit evaluations of its customers' financial condition and, generally,
requires no collateral from its customers. For the nine months ended March 31,
2005 and 2004, no single customer accounted for greater than 10% of the
Company's total revenues. At March 31, 2004, one customer accounted for 15% of
accounts receivable. At March 31, 2005, no single customer accounted for greater
than 10% of accounts receivable.

NOTE 3 - ACCRUED EXPENSES

      Accrued expenses consist of the following (in thousands):

<TABLE>
<CAPTION>
                                          AS OF            AS OF
                                        MARCH 31,        MARCH 31,
                                          2005             2004
                                        ---------        ---------
<S>                                     <C>              <C>
Payroll and other related benefits      $     985        $     945
Property, use and other taxes                 146               23
Legal professional fees                       453                -
Interest                                       12                5
Other                                         324                -
                                        ---------        ---------

Total                                   $   1,920        $     973
                                        =========        =========
</TABLE>

NOTE 4 - BORROWINGS

CREDIT FACILITIES

      In November 2003, the Company entered into a credit facility agreement
with a bank. This agreement consists of an accounts receivable revolver, with
maximum borrowings equal to the lesser of 80% of eligible receivables or $1.5
million, a non-formula term loan of $500,000, and a term loan of $500,000
collateralized by equipment purchases. The accounts receivable revolver bears
interest equal to the prime rate in effect from time to time, plus three percent
per annum, provided that the interest rate in effect on any day shall not be
less than seven percent per annum. The non-formula term loan and the term loan
bear interest at seven percent. The accounts receivable revolver expired in
November 2004. The non-formula term loan and term loan mature in January 2006
and

<PAGE>

November 2006, respectively. In connection with the acquisition of Speedera by
Akamai, the credit facility agreement was terminated.

      Borrowings under these loans bear interest at a fixed rate equal to the
prime rate in effect as of the date of the advance, plus three percent per
annum, provided that the interest rate in effect on any day shall not be less
than seven percent per annum.

      In conjunction with the November 2003 and May 2004 credit facilities with
a bank, in addition to accounts receivable, substantially all of the Company's
equipment and registered patents and trademarks were being used as collateral.
Further, in conjunction with the November 2003 credit facility and May 2004
credit facility amendment, the Company issued warrants to the bank.

      In May 2004, an agreement was made to amend the original terms of the
credit facility agreement above. In addition to the above loans the bank made a
non-formula term loan (No. 2) of an amount not to exceed $1 million and a
non-formula term loan (No. 3) of an amount not to exceed $500,000 to the
Company. As of June 10, 2005, all borrowings under the credit facility were
repaid as part of the merger agreement with Akamai Technologies, Inc.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

BANDWIDTH USAGE AND CO-LOCATION COMMITMENTS

      The Company has commitments for bandwidth usage and co-location with
network service providers that expire at various dates through 2006.

LEASE COMMITMENTS

      The Company leases its principal operating facilities under noncancelable
operating leases. In March 2005, the Company renewed its existing lease for a
term of 3 years. The renewal allows for a one-time lease buy-out at the end of
March 2006 for a settlement amount of $40,000. As a result of the merger with
Akamai Technologies, Inc., which was completed on June 10, 2005, the Company
expects to terminate its lease arrangement at the end of March 2006.

CONTINGENCIES

LITIGATION

      The Company and Akamai were involved in lawsuits against each other
regarding patent infringement and false advertising and trade secrets. Upon
completion of the acquisition of Speedera by Akamai on June 10, 2005, all
lawsuits between the parties were dismissed.

      In January 2004, another competitor filed suit in United States District
Court in Delaware against the Company, alleging infringement of certain patents
held by the competitor. The Company filed a counterclaim against the competitor
alleging infringement of certain patents held by the Company. In February 2005,
the Company reached a settlement agreement with the competitor. The settlement
is payable on a quarterly basis, through February 2008. The settlement has been
accrued as of March 31, 2005.

INDEMNIFICATIONS

      FIN No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including indirect Guarantees of Indebtedness of Others, requires
that upon issuance of a guarantee, the guarantor must disclose and recognize a
liability for the fair value of the obligation it assumes under that guarantee.
As of March 31, 2005 and 2004, the Company's management believes the fair value
of guarantees the Company issued or modified after December 31, 2002 were
nominal. In the normal course of business to facilitate sales of its services,
the Company indemnifies other parties, including business partners, customers,
lessors, preferred stock holders and parties to other transactions with the
Company, with respect to certain matters. The Company has agreed to hold the
other party harmless against losses arising from a breach of representations or
covenants, or out of intellectual property infringement or other claims made
against certain parties. These agreements may limit the time within which an
indemnification claim can be made and the amount of the claim. In addition, the
Company has entered into indemnification agreements with an agent and an
employee, and the Company's bylaws contain similar indemnification obligations
to the Company's officers and directors.

      It is not possible to determine the maximum potential exposure or amount
under these indemnification

<PAGE>

agreements due to the Company having no prior indemnification claims and the
unique facts and circumstances involved in each particular agreement. However,
the Company has an errors and omissions insurance policy that may enable it to
recover a portion of any future amounts paid.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>b56524atexv99w5.txt
<DESCRIPTION>EX-99.5 UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TEXT>
<PAGE>

EXHIBIT 99.5

                            AKAMAI TECHNOLOGIES, INC.

                             SPEEDERA NETWORKS, INC.

                               UNAUDITED PRO FORMA
                     COMBINED CONDENSED FINANCIAL STATEMENTS

      On June 10, 2005, Akamai Technologies, Inc. (the "Company" or "Akamai")
acquired privately held Speedera Networks, Inc. ("Speedera"). The Company
acquired all of the outstanding common and preferred stock, including vested and
unvested stock options, of Speedera in exchange for approximately 10.6 million
shares of Akamai common stock and 1.7 million Akamai stock options. The
aggregate purchase price, net of cash received, was approximately $143.2
million, which consisted of $122.1 million in shares of common stock, $18.4
million in fair value of the Company's stock options and transaction costs of
$2.7 million, which primarily consisted of fees for financial advisory and legal
services. The purchase price allocation is preliminary and a final determination
of required purchase accounting adjustment will be made upon the completion of
the Company's evaluation of the assets acquired and liabilities assumed.

      The unaudited combined condensed pro forma balance sheet as of March 31,
2005 is based on the individual balance sheets of Akamai and Speedera and
prepared as if the acquisition of Speedera had occurred on March 31, 2005. The
unaudited combined condensed pro forma statements of operations for the year
ended December 31, 2004 and for the three months ended March 31, 2005, were
prepared as if the acquisition of Speedera had occurred on January 1, 2004.

      The unaudited pro forma adjustments are based upon available information
and assumptions that Akamai believes are reasonable. The unaudited pro forma
combined condensed consolidated financial statements and related notes thereto
should be read in conjunction with Akamai's historical consolidated financial
statements as previously filed on Akamai's Annual Report on Form 10-K for the
year ended December 31, 2004, filed with the Securities and Exchange Commission
(the "Commission") on March 16, 2005 and the Quarterly Report on Form 10-Q for
the three months ended March 31, 2005, filed with the Commission on May 10,
2005. In addition, this unaudited combined condensed pro forma information
should be read in conjunction with the historical condensed consolidated
financial statements of Speedera included within this Amendment to Current
Report on Form 8-K/A. The historical income statement of Speedera for the twelve
months ended December 31, 2004 is based on combining the last six months of
results of operation from Speedera's fiscal year ended June 30, 2004 with the
first six months of results of operations from Speedera's fiscal year ended June
30, 2005.

      These unaudited combined condensed pro forma financial statements are
prepared for informational purposes only and are not necessarily indicative of
future results or of actual results that would have been achieved had the
acquisition of Speedera been consummated as of January 1, 2004 for the unaudited
combined condensed pro forma statements of operations and as of March 31, 2005
for the unaudited combined condensed pro forma balance sheets. The pro forma
financial statements do not give effect to any cost savings or incremental costs
that may result from the integration of Akamai and Speedera.

<PAGE>

                            AKAMAI TECHNOLOGIES, INC.

                   PRO FORMA COMBINED CONDENSED BALANCE SHEET
                                 MARCH 31, 2005
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                                                   AKAMAI
                                                                                             PRO FORMA            PRO FORMA
                                                           AKAMAI            SPEEDERA       ADJUSTMENTS           COMBINED
                                                         -----------         --------       -----------          -----------
<S>                                                      <C>                 <C>            <C>                  <C>
ASSETS
Current assets:
      Cash and cash equivalents                          $    39,881         $  4,674       $         -          $    44,555
      Marketable securities                                   43,602                -                 -               43,602
      Restricted marketable securities                           932                -                 -                  932
      Accounts receivable, net                                34,285            4,848                 -               39,133
      Prepaid expenses and other current assets                6,337              559                 -                6,896
                                                         -----------         --------       -----------          -----------
             Total current assets                            125,037           10,081                 -              135,118
Property and equipment, net                                   31,007            4,792            (2,032)B             33,767
Marketable securities                                         29,884                -                 -               29,884
Restricted marketable securities                               3,722                -                 -                3,722
Goodwill                                                       4,937                -            92,766 C             97,703
Other intangible assets, net                                     179                -            43,200 D             43,379
Other assets                                                   6,844              166            (1,210)N              5,800
                                                         -----------         --------       -----------          -----------
             Total assets                                $   201,610         $ 15,039       $   132,724          $   349,373
                                                         ===========         ========       ===========          ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
      Accounts payable                                   $    13,202         $  5,114       $         -          $    18,316
      Accrued expenses                                        32,903            1,920             6,585 F,O           41,408
      Deferred revenue                                         2,816              738              (161)E              3,393
      Current portion of obligations under capital
      leases and vendor financing                                 98              427                 -                  525
      Current portion of notes payable                             -              875              (875)I                  -
      Current portion of accrued restructuring                 1,380                -               813 F              2,193
                                                         -----------         --------       -----------          -----------
             Total current liabilities                        50,399            9,074             6,362               65,835
Accrued restructuring, net of current portion                  1,920                -               941 F              2,861
Other liabilities                                              3,180              583                 -                3,763
Notes payable, net of current portion                              -              778              (778)I                  -
1% convertible senior notes                                  200,000                -                 -              200,000
5 1/2% convertible subordinated notes
                                                              56,614                -                 -               56,614
                                                         -----------         --------       -----------          -----------
            Total liabilities                                312,113           10,435             6,525              329,073
Commitments, contingencies and guarantees
Mandatorily redeemable convertible preferred stock                 -           48,762           (48,762)A                  -
Stockholders' (deficit) equity:
      Common stock                                             1,274               39                67 A, M           1,380
      Additional paid-in capital                           3,453,220                -           140,433 M          3,593,653
      Deferred stock compensation                               (713)               -            (9,736)K            (10,449)
      Accumulated other comprehensive income                     869                2                (2)A                869
      Accumulated deficit                                 (3,565,153)         (44,199)           44,199 A         (3,565,153)
                                                         -----------         --------       -----------          -----------
             Total stockholders' (deficit) equity           (110,503)         (44,158)          174,961               20,300
                                                         -----------         --------       -----------          -----------
             Total liabilities and stockholders'
             (deficit ) equity                           $   201,610         $ 15,039       $   132,724          $   349,373
                                                         ===========         ========       ===========          ===========
</TABLE>

See accompanying notes to the unaudited pro forma combined condensed financial
                                  statements.

<PAGE>

                            AKAMAI TECHNOLOGIES, INC.

              PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2004
                                   (UNAUDITED)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                                  AKAMAI
                                                                                           PRO FORMA            PRO FORMA
                                                             AKAMAI          SPEEDERA     ADJUSTMENTS            COMBINED
                                                            ---------        --------     -----------           ---------
<S>                                                         <C>              <C>          <C>                   <C>
Revenues:
      Services                                              $ 206,762        $ 27,508     $         -           $ 234,270
      Software and software-related                             3,253               -               -               3,253
                                                            ---------        --------     -----------           ---------
            Total revenues                                    210,015          27,508               -             237,523
                                                            ---------        --------     -----------           ---------
Cost and operating expenses:
      Cost of revenues                                         46,150           9,569            (466)J            55,253
      Research and development                                 12,132           1,197           1,292 L            14,621
      Sales and marketing                                      55,663           6,151             987 L            62,801
      General and administrative                               47,055           8,925           2,022 J, L, O      58,002
      Amortization of other intangible assets                      48               -           9,136 H             9,184
                                                            ---------        --------     -----------           ---------
            Total cost and operating expenses                 161,048          25,842          12,971             199,861
                                                            ---------        --------     -----------           ---------
Income (loss) from operations                                  48,967           1,666         (12,971)             37,662
   Interest income                                              2,158              55               -               2,213
   Interest expense                                           (10,213)           (204)            198 I           (10,219)
   Other income (expense), net                                  1,061              44               -               1,105
   (Loss) gain on investments, net                                (69)              -               -                 (69)
   Loss on early extinguishment of debt                        (6,768)              -               -              (6,768)
                                                            ---------        --------     -----------           ---------
Income (loss) before provision for income taxes                35,136           1,561         (12,773)             23,924
   Provision for income taxes                                     772              78            (335)G               515
                                                            ---------        --------     -----------           ---------
            Net income (loss)                               $  34,364        $  1,483     $   (12,438)          $  23,409
                                                            =========        ========     ===========           =========

Net income (loss) per common and potential common share:
      Basic                                                 $    0.28                                           $    0.17
      Diluted                                               $    0.25                                           $    0.16
Shares used in per share calculations:
      Basic                                                   124,407                                             135,047
      Diluted                                                 146,595                                             145,524
</TABLE>

See accompanying notes to the unaudited pro forma combined condensed financial
                                  statements.


<PAGE>

                            AKAMAI TECHNOLOGIES, INC.

              PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                   (UNAUDITED)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                                  AKAMAI
                                                                                           PRO FORMA             PRO FORMA
                                                             AKAMAI          SPEEDERA     ADJUSTMENTS            COMBINED
                                                            ---------        --------     -----------            ---------
<S>                                                         <C>              <C>          <C>                    <C>
Revenues:
      Services                                              $  59,579        $ 10,163     $         -            $  69,742
      Software and software-related                               517               -               -                  517
                                                            ---------        --------     -----------            ---------
            Total revenues                                     60,096          10,163               -               70,259
                                                            ---------        --------     -----------            ---------
Cost and operating expenses:
      Cost of revenues                                         11,524           3,977            (361)J             15,140
      Research and development                                  3,629             429             213 L              4,271
      Sales and marketing                                      16,745           2,182             211 L             19,138
      General and administrative                               11,839           3,555             389 J, L, O       15,783
      Amortization of other intangible assets                      12               -           1,931 H              1,943
                                                            ---------        --------     -----------            ---------
            Total cost and operating expenses                  43,749          10,143           2,383               56,275
                                                            ---------        --------     -----------            ---------
Income (loss) from operations                                  16,347              20          (2,383)              13,984
   Interest income                                                598              12               -                  610
   Interest expense                                            (1,611)            (44)             37 I             (1,618)
   Other income (expense), net                                   (726)             13               -                 (713)
   (Loss) gain on investments, net                                  -               -               -                    -
                                                            ---------        --------     -----------            ---------
Income (loss) before provision for income taxes                14,608               1          (2,346)              12,263
   Provision for income taxes                                     529               -             (60)G                469
                                                            ---------        --------     -----------            ---------
            Net income (loss)                               $  14,079        $      1     $    (2,286)           $  11,794
                                                            =========        ========     ===========            =========

Net income (loss) per common and potential common share:
      Basic                                                 $    0.11                                            $    0.09
      Diluted                                               $    0.10                                            $    0.08
Shares used in per share calculations:
      Basic                                                   127,051                                              137,691
      Diluted                                                 147,282                                              159,095
</TABLE>

See accompanying notes to the unaudited pro forma combined condensed financial
                                  statements.

<PAGE>

NOTE 1 - BASIS OF PRESENTATION

      The unaudited pro forma combined condensed statements of operations for
the year ended December 31, 2004 and for the three months ended March 31, 2005
give effect to the acquisition of Speedera by Akamai as if the acquisition had
occurred on January 1, 2004. The unaudited pro forma combined condensed balance
sheet as of March 31, 2005 gives effect to the above-mentioned acquisition as if
it had occurred on March 31, 2005.

      The unaudited combined condensed pro forma financial information has been
prepared on the same basis as Akamai's audited financial statements. The
acquisition was accounted for using the purchase method of accounting and,
accordingly, the respective assets acquired and liabilities assumed have been
recorded at their fair value and consolidated into the net assets of Akamai.

      A summary of the preliminary purchase price allocation for the acquisition
as if the purchase had occurred on March 31, 2005 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   AS OF MARCH 31,
                                                                        2005
                                                                   ---------------
<S>                                                                <C>
Total consideration:
       Common stock issued                                                 122,126
       Fair value of stock options                                          18,413
       Transaction costs accrued                                             1,434
       Transaction costs paid                                                1,210
                                                                   ---------------
             Total purchase consideration                          $       143,183
                                                                   ===============

Allocation of the purchase consideration:
       Current assets, including cash of $4,674                             10,081
       Fixed assets                                                          2,760
       Long-term assets                                                        166
       Identifiable intangible assets                                       43,200
       Goodwill                                                             92,766
                                                                   ---------------
             Total assets acquired                                         148,973
       Fair value of liabilities assumed, including deferred
          revenue of $577                                                  (15,526)
       Deferred compensation                                                 9,736
                                                                   ---------------
                                                                   $       143,183
                                                                   ===============
</TABLE>

      Based upon the purchase price allocation, the total purchase price
exceeded the net assets acquired and liabilities assumed when adjusted to fair
market value and resulted in goodwill in the pro forma combined condensed
financial information of approximately $92.8 million. The identified intangible
assets acquired, including completed technologies, customer relationships and
non-compete agreements were assigned fair values based upon an appraisal and
totaled $43.2 million in aggregate.

NOTE 2 - PRO FORMA ADJUSTMENTS

      Adjustments have been made to the unaudited pro forma combined financial
information to reflect the following:

(A)   The elimination of the historic stockholders' deficit of Speedera.

(B)   The fixed assets were recorded at estimated fair market value of $2.8
      million.

(C)   Record goodwill of $92.8 million for excess of the purchase price over the
      preliminary fair values of the assets acquired less the liabilities
      assumed.

<PAGE>

(D)   Record the preliminary estimate of fair value for intangible assets
      determined at the time of acquisition of $43.2 million. The following are
      identified intangible assets acquired and the respective estimated useful
      lives over which the assets will be amortized:

<TABLE>
<CAPTION>
                                                           AMORTIZATION
                                       AMOUNT                 PERIOD
                                   --------------          ------------
                                   (In thousands)           (In years)

<S>                                <C>                     <C>
Completed technologies             $        1,000              1-4
Customer relationships                     40,900               8
Non-compete agreements                      1,300               3
                                   --------------
Total                              $       43,200
                                   ==============
</TABLE>

        The completed technologies and the non-compete agreements will be
        amortized on a straight-line basis over their expected useful lives. The
        customer relationships will be amortized at the ratio that current
        revenues generated from those customer relationships bear to the total
        estimated revenues to be generated from those relationships from the
        date of acquisition. Annual amortization expense from the customer
        relationships is expected to be $5.4 million for the remainder of 2005
        and $6.6 million, $5.2 million, $4.5 million, $3.7 million and $3.1
        million for each of the next five fiscal years, respectively.

(E)   Represents adjustment of deferred revenue to fair market value.

(F)   Reflects accruals for Akamai's direct costs of the acquisition of $1.4
      million, $1.7 million of accrued restructuring liabilities consisting of
      employee severance and outplacement costs and $3.8 million of Speedera's
      transaction costs due at the acquisition date.

(G)   Record income taxes based on statutory rates applied to the net effect of
      changes in the results of operations.

(H)   Represents the amortization expense related to identified intangible
      assets acquired.

(I)   Represents elimination of Speedera's notes payable outstanding of $1.7
      million and reduction in related interest expense during the pro forma
      periods presented that was repaid at the time of acquisition, which is
      directly attributable to the business combination.

(J)   Record depreciation expense for acquired fixed assets based on the
      estimate of fair values determined at the time of acquisition.
      Depreciation expense is calculated on straight-line basis over estimated
      useful lives of 12 to 48 months. As a result of recording Speedera's fixed
      assets at estimated fair market value, the depreciation expense included
      in the pro forma adjustments column was reduced for the periods presented
      in the pro forma statements of operations.


(K)   Record deferred compensation of $9.7 million related to the intrinsic
      value allocated to the unvested options issued in the acquisition that had
      yet to be earned as of the acquisition date.

(L)   Record deferred compensation expense related to options issued in the
      acquisition which had been earned over the periods presented in the
      statement of operations included in the unaudited pro forma combined
      condensed financial statements.

(M)   Record the issuance of 10.6 million shares of Akamai common stock of
      $122.1 million and $18.4 million in fair value of 1.7 million of exchanged
      stock options.

(N)   Reclassification of $1.2 million of Akamai transaction costs paid as of
      March 31, 2005 from other long-term assets to the total purchase
      consideration.

(O)   Record non-income tax expense, including property taxes and sales taxes,
      to conform with Akamai's policy on non-income tax reserves and accruals.

<PAGE>

NOTE 3 - NET INCOME PER SHARE

      Pro forma basic net income per share is computed using the weighted
average number of common shares outstanding during the applicable quarter and
assumes that common shares for the business combination were issued at the
beginning of the period presented. Pro forma diluted net income per share is
computed using the weighted average number of common shares outstanding during
the quarter, assuming the common shares for the business combination were issued
at the beginning of the periods presented, plus the dilutive effect of potential
common stock. Potential common stock consists of stock options, deferred stock
units, warrants, unvested restricted common stock and convertible notes.

      The following table sets forth the components used in the computation of
pro forma basic and diluted net income per common share (in thousands, except
per share data):

<TABLE>
<CAPTION>
                                                                       FOR THE THREE MONTHS        FOR THE YEAR
                                                                          ENDED MARCH 31,       ENDED DECEMBER 31,
                                                                               2005                    2004
                                                                       --------------------     ------------------
<S>                                                                    <C>                      <C>
Numerator:
    Pro forma net income                                               $             11,794     $           23,409
    Add back of interest expense on 1% convertible senior notes                         710                      -
                                                                       --------------------     ------------------
Numerator for pro forma diluted net income                             $             12,504     $           23,409
                                                                       --------------------     ------------------
Denominator:
    Denominator for basic net income per common share                               127,051                124,407
    Pro forma shares issued for the business combination                             10,640                 10,640
                                                                       --------------------     ------------------
    Denominator for pro forma basic net income per common share                     137,691                135,047
                                                                       --------------------     ------------------
         Effect of dilutive securities:
              Stock options                                                           8,327                 10,356
              Warrants                                                                    -                     12
              Restricted common stock and deferred stock units                          132                    109
              1% convertible senior notes                                            12,945                      -
                                                                       --------------------     ------------------

Denominator for pro forma diluted net income per common share                       159,095                145,524
                                                                       --------------------     ------------------

               Pro forma basic net income per common share             $               0.09     $             0.17
               Pro forma diluted net income per common share           $               0.08     $             0.16
</TABLE>

     For the year ended December 31, 2004, the Company's 1% convertible senior
notes are antidilutive under the sequential calculation of diluted share count
in accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share."
</TEXT>
</DOCUMENT>
</SUBMISSION>
