<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


          Quarterly Report under Section 13 or 15(d) of the Securities
   X      Exchange Act of 1934 for the quarterly period ended March 31, 1999
-------

                                    Or

          Transition Report under Section 13 or 15(d) of the Securities 
          Exchange Act of 1934 for the transition period from ______ to _______
------- 

                        Commission File Number 000-25015

                         WORLDPORT COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
      <S>                                                                   <C>
                            Delaware                                                84-1127336
      ---------------------------------------------------------------       -------------------------
      (State or other jurisdiction of incorporation or organization)         (IRS Employer ID Number)
      
      
                       1825 Barrett Lakes Blvd.,
                      Suite 100, Kennesaw, Georgia                                   30144
      ---------------------------------------------------------------       -------------------------
                 (Address of principal executive offices)                          (Zip Code)
</TABLE>

                                 (770) 792-8735
                                 --------------
                         Registrant's telephone number


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                YES [X]   NO [ ]


As of April 30, 1999, the Registrant had 22,744,979 shares of Common Stock par
value $0.0001 outstanding.



                                       1
<PAGE>   2
                         WORLDPORT COMMUNICATIONS, INC.
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                                   Page
                                                                                                                   ----

<S>                                                                                                                <C>
PART I - FINANCIAL INFORMATION

       Item 1.      Financial Statements

                    Condensed Consolidated Balance Sheets as of
                    March 31, 1999 (unaudited) and December 31, 1998  ...........................................     3

                    Condensed Consolidated Statements of Operations
                    For the Three Months Ended March 31,
                    1999 and 1998 (unaudited) ...................................................................     4

                    Condensed Consolidated Statements of Comprehensive Income
                    For the Three Months Ended March 31,
                    1999 and 1998 (unaudited) ...................................................................     5

                    Condensed Consolidated Statements of Cash Flows for the
                    Three Months Ended March 31, 1999 and 1998 (unaudited) ......................................     6

                    Notes to Condensed Consolidated Financial Statements (unaudited) ............................     7

       Item 2.      Management's Discussion and Analysis of
                    Financial Condition and Results of Operations ...............................................    10

       Item 3.      Quantitative and Qualitative Disclosures About Market Risk ..................................    15

PART II - OTHER INFORMATION

       Item 1.      Legal Proceedings ...........................................................................    16

       Item 2.      Changes in Securities .......................................................................    16

       Item 6.      Exhibits and Reports on Form 8-K ............................................................    17

SIGNATURE                                                                                                            18
</TABLE>



                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                                              MARCH 31,           DECEMBER 31,
                                                                                                1999                 1998
                                                                                              -----------         ------------
                                                                                             (UNAUDITED)

<S>                                                                                          <C>                  <C>
                                    ASSETS
CURRENT ASSETS:
    Cash and cash equivalents .......................................................         $    14,402         $     9,015
    Accounts receivable, net of allowance for doubtful accounts
       of $1,068 and $1,054, respectively ...........................................              13,455              11,765
    Receivable from related party ...................................................                  --              32,500
    Prepaid expenses and other current assets .......................................               4,712               3,021
                                                                                              -----------         -----------
            Total current assets ....................................................              32,569              56,301

    PROPERTY AND EQUIPMENT, net .....................................................             105,387              91,226

    OTHER ASSETS:
          Capacity held for resale ..................................................               6,600                  --
          Goodwill, net .............................................................              42,322              43,190
          Other intangibles, net ....................................................              21,138              21,851
          Other assets, net .........................................................               4,091               7,887
                                                                                              -----------         -----------
                       TOTAL ASSETS .................................................         $   212,107         $   220,455
                                                                                              ===========         ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable ...............................................................         $    16,002         $    25,335
     Accrued expenses ...............................................................              13,547              19,302
     Current portion of obligations under capital leases ............................               8,371               2,631
     Current portion of notes payable ...............................................               4,833                  --
     Other current liabilities ......................................................               2,115               1,952
     Interim loan facility ..........................................................             120,019             110,926
                                                                                              -----------         -----------
            Total current liabilities ...............................................             164,887             160,146

Long-term obligations under capital leases, net of current portion ..................              18,362              17,539
Note payable, net of current portion ................................................              20,733              12,028
Other long-term liabilities .........................................................              11,267              11,375
                                                                                              -----------         -----------
             Total liabilities ......................................................             215,249             201,088
                                                                                              -----------         -----------
MINORITY INTEREST ...................................................................                 642               1,845
                                                                                              -----------         -----------
COMMITMENTS AND CONTINGENCIES (Note 3): .............................................                  --                  --

STOCKHOLDERS' (DEFICIT) EQUITY:
     Undesignated preferred stock, $0.0001 par value, 4,800,000 shares
        authorized,  no shares issued and outstanding ...............................                  --                  --
    Series A convertible preferred stock, $0.0001 par value, 750,000 shares
        authorized, 493,889 shares issued and outstanding in
        1999 and 1998, respectively .................................................                  --                  --
     Series B convertible preferred stock, $0.0001 par value, 3,000,000 shares
        authorized, 2,192,109 and 2,931,613 shares issued and outstanding in
        1999 and 1998, respectively .................................................                  --                  --
   Series C convertible preferred stock, $0.0001 par value, 1,450,000 shares
        authorized, 1,132,824 shares issued and outstanding in
        1999 and 1998, respectively .................................................                  --                  --
  Common stock, $0.0001 par value, 65,000,000 shares authorized,
        21,349,432 and 18,228,916 shares issued and outstanding in
        1999 and 1998, respectively .................................................                   2                   2
     Warrants .......................................................................              31,919              28,263
     Additional paid-in capital .....................................................              77,538              77,414
     Unearned compensation expense ..................................................                (389)               (750)
     Cumulative translation adjustment ..............................................              (5,172)             (6,747)
     Accumulated deficit ............................................................            (107,682)            (80,660)
                                                                                              -----------         -----------
                    Total stockholders' (deficit) equity ............................              (3,784)             17,522
                                                                                              -----------         -----------
                    TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY ............         $   212,107         $   220,455
                                                                                              ===========         ===========
</TABLE>


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



                                       3
<PAGE>   4

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED
                                                                                    MARCH 31,
                                                                             1999                1998
                                                                         -----------         -----------

<S>                                                                      <C>                 <C>
REVENUES .......................................................         $    18,275         $       948

COST OF SERVICES ...............................................              12,068                 891
                                                                         -----------         -----------
     Gross margin ..............................................               6,207                  57

OPERATING EXPENSES:
     Selling, general and administrative expenses ..............              12,649               2,255
     Depreciation and amortization .............................               5,272                 631
                                                                         -----------         -----------
     Operating loss ............................................             (11,714)             (2,829)

OTHER EXPENSE:
     Interest expense, net .....................................             (15,610)               (176)
     Other expense .............................................                (880)                 --
                                                                         -----------         -----------


LOSS BEFORE MINORITY INTEREST AND INCOME
  TAXES ........................................................             (28,204)             (3,005)
MINORITY INTEREST ..............................................               1,203                  --
                                                                         -----------         -----------
LOSS BEFORE INCOME TAXES .......................................             (27,001)             (3,005)
INCOME TAX PROVISION                                                             --                   --
                                                                         -----------         -----------
NET LOSS .......................................................         $   (27,001)        $    (3,005)
                                                                         -----------         -----------

NET LOSS PER SHARE, BASIC AND DILUTED ..........................         $     (1.43)        $     (0.17)
                                                                         -----------         -----------

SHARES USED IN NET LOSS PER SHARE
     CALCULATION, BASIC AND DILUTED ............................              18,912              17,174
                                                                         ===========         ===========
</TABLE>


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



                                       4
<PAGE>   5

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                           (UNAUDITED, IN THOUSANDS)


<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                           MARCH 31,

                                                       1999         1998
                                                       ----         ----

<S>                                                    <C>          <C>
Net loss........................................       $ (27,001)   $(3,005)
Other comprehensive income, net of tax:
     Foreign currency translation adjustments...           1,575          0
                                                       ----------   -------
Comprehensive loss..............................       $ (25,426)   $(3,005)
                                                       ==========   =======
</TABLE>


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



                                       5
<PAGE>   6

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  (UNAUDITED, IN THOUSANDS EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                                                  THREE MONTHS ENDED
                                                                                                      MARCH 31,
                                                                                                 1999             1998
                                                                                                 -----            ----
<S>                                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                                      $ (27,001)        $  (3,005)
Adjustments to reconcile net loss to net cash
     used in operating activities -
          Depreciation and amortization                                                           5,272               631
          Non-cash interest expense                                                              14,523                --
          Non-cash compensation expense                                                             257               335
          Minority interest                                                                      (1,203)               --
          Change in accounts receivable                                                          (1,690)             (103)
          Change in prepaid expenses and other assets                                            (1,691)             (271)
          Change in accounts payable, accrued expenses and other liabilities                     (6,033)             (663)
                                                                                              ---------         ---------

                    Net cash used in operating activities                                       (17,566)           (3,076)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Cash paid in connection with acquisitions, net of cash acquired                            --              (162)
          Capital expenditures                                                                   (8,011)             (136)
                                                                                              ---------         ---------
                    Net cash used in investing activities                                        (8,011)             (298)

CASH FLOWS FROM FINANCING ACTIVITIES:
       Principal payments on note payable - related party                                          (150)             (365)
       Principal payments on short-term debt                                                       (202)               --
          Principal payments on obligations under capital leases                                 (1,329)              (37)
          Exercise of stock options                                                                 230                --
          Proceeds from issuance of preferred stock, net of offering expenses                    32,500            10,085
                                                                                              ---------         ---------
                    Net cash provided by financing activities                                    31,049             9,683

Effect of exchange rate changes on cash and cash equivalents                                        (85)               --
                                                                                              ---------         ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                         5,387             6,309

CASH AND CASH EQUIVALENTS, beginning of the period                                                9,015               179
                                                                                              ---------         ---------
CASH AND CASH EQUIVALENTS, end of the period                                                  $  14,402         $   6,488
                                                                                              =========         =========

CASH PAID DURING THE PERIOD FOR INTEREST                                                      $     520         $     145
                                                                                              =========         =========

CASH PAID DURING THE PERIOD FOR INCOME TAXES                                                  $      --         $      --
                                                                                              =========         =========

SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:

          Conversion of notes payable - related parties and accrued interest for
            230,627 shares of Series B preferred stock                                        $      --         $   1,236
                                                                                              =========         =========
          Issuance of 1,000,000 shares of common stock for notes receivable                   $      --         $   1,215
                                                                                              =========         =========
          Acquisition of assets under capital lease and other financing facilities            $  24,310         $      --
                                                                                              =========         =========
          Issuance of warrants in connection with Interim Loan                                $   3,656         $      --
                                                                                              =========         =========
</TABLE>


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



                                       6
<PAGE>   7

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)



(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and Basis of Presentation

         WorldPort Communications, Inc. (together with its subsidiaries, the
         "Company"), previously known as Sage Resources, Inc., was organized as
         a Colorado corporation on January 6, 1989, to evaluate, structure and
         complete mergers with, or acquisitions of other entities. In October
         1996, the Company changed its domicile to Delaware and changed to its
         current name. The Company is a rapidly growing facilities-based global
         telecommunications carrier offering voice, data and other
         telecommunications services to carriers, internet service providers
         ("ISPs"), medium and large corporations and distributors and
         resellers.

         The accompanying condensed consolidated financial statements have been
         prepared by the Company without audit pursuant to the rules and
         regulations of the Securities and Exchange Commission. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted in this Form 10-Q pursuant
         to such rules and regulations; however, management believes that the
         disclosures herein are adequate to make the information presented not
         misleading. The financial statements and notes thereto included in
         this Form 10-Q should be read in conjunction with the financial
         statements and notes thereto included in the Company's Annual Report
         on Form 10-K for the year ended December 31, 1998.

         In the opinion of the Company's management, the accompanying condensed
         consolidated financial statements contain all adjustments necessary to
         present fairly the Company's financial position as of March 31, 1999,
         and the results of operations and cash flows for the three months
         ended March 31, 1999 and 1998. The results of operations for the three
         months ended March 31, 1999 are not necessarily indicative of the
         operating results for the full year.

         Financial Condition

         The Company is subject to various risks in connection with the
         operation of its business including, among other things, (i) an
         inability to repay the Interim Loan Facility due June 23, 1999, (ii)
         changes in external competitive market factors, (iii) termination of
         certain operating agreements or inability to enter into additional
         operating agreements, (iv) inability to satisfy anticipated working
         capital or other cash requirements, (v) changes in or developments
         under domestic or foreign laws, regulations, licensing requirements or
         telecommunications standards, (vi) changes in the availability of
         transmission facilities, (vii) changes in the Company's business
         strategy or an inability to execute its strategy due to unanticipated
         changes in the market, (viii) various competitive factors that may
         prevent the Company from competing successfully in the marketplace,
         and (ix) the Company's lack of liquidity and its ability to raise
         additional capital. The Company has incurred losses since inception,
         expects to continue to incur operating losses in the near future, and
         has an accumulated deficit of approximately $107.7 million as of March
         31, 1999 as well as a working capital deficit of approximately $132.3
         million. Funding of the Company's working capital deficit, current and
         future operating losses and expansion of the Company's global network
         will require substantial continuing capital investment. The Company's
         strategy is to fund these cash requirements through debt facilities
         and additional equity financing.

         The Company's Interim Loan facility, which matures on June 23, 1999,
         is secured by a lien on substantially all of the Company's assets and
         certain of its subsidiaries and a pledge of the capital stock of
         certain of the Company's subsidiaries. The Company is currently
         pursuing several alternative financing facilities for



                                       7
<PAGE>   8
         repaying the Interim Loan, but to date it does not have a repayment
         facility in place, nor any arrangement to extend the due date thereof.
         In the event that the Interim Loan is not repaid by its due date (or
         any extended maturity date as the case may be), the Interim Loan
         holders have an agreement with the Company and certain of the Company's
         stockholders (who held approximately 32% of the Company's outstanding
         votes as of April 30, 1999 and who include certain key members of
         management) pursuant to which the Company and such stockholders will be
         obligated to support and use their respective best efforts to achieve
         any transaction or series of transactions involving the sale of all or
         any part of the Company or any subsidiary or any of their assets which
         is proposed by the Interim Loan holders.

         Although the Company has been able to arrange debt facilities or
         equity financing to date, there can be no assurance that sufficient
         debt or equity financing will continue to be available in the future
         or that it will be available on terms acceptable to the Company.
         Failure to obtain sufficient capital could materially affect the
         Company's operations and expansion strategies. As a result of the
         aforementioned factors and related uncertainties, there is substantial
         doubt about the Company's ability to continue as a going concern.

         Consolidation

         The accompanying consolidated financial statements include the
         accounts of the Company and its wholly owned subsidiaries. All
         significant intercompany accounts and transactions have been
         eliminated.

         Loss per Share

         For all periods presented, basic and diluted earnings per share are
         the same as any dilutive securities had an antidilutive effect on
         earnings per share.

(2)      SEGMENT DISCLOSURES

         In June 1997, the FASB issued SFAS No. 131, "Disclosures about
         Segments of an Enterprise and Related Information". SFAS No. 131
         requires the reporting of profit and loss, specific revenue and
         expense items and assets for reportable segments. It also requires the
         reconciliation of total segment revenues, total segment profit or
         loss, total segment assets, and other amounts disclosed for segments
         to the corresponding amounts in the general purpose financial
         statements. The Company adopted SFAS No.
         131 during the year ended December 31, 1998.

         The Company views itself as participating in one business segment -
         facilities-based global telecommunications. Its operations can be
         viewed as European and North American. Intersegment revenues are not
         material. Financial data by geographic area for 1999 are as follows
         (in thousands):

<TABLE>
<CAPTION>
                                                  European     North American (1)      Total
                                                  --------     -----------------     ---------
         <S>                                      <C>          <C>                   <C>
         Revenues                                 $ 14,433          $ 3,842          $  18,275
         Depreciation and amortization               4,127            1,145              5,272
         Operating loss                             (4,536)          (7,178)           (11,714)
         Interest expense, net                     (15,578)             (32)           (15,610)
         Net loss                                  (18,911)          (8,090)           (27,001)

         Total assets                              147,425           64,682            212,107
         Capital expenditures                        3,301            4,710              8,011
         Intangible assets, net                     48,809           14,651             63,460
</TABLE>

         (1)  Includes all corporate overhead costs.

         For the period ended March 31, 1998, all operations were North
         American based.



                                       8
<PAGE>   9

(3)      COMMITMENTS AND CONTINGENCIES

         Interim Loan Facility

         To finance the EnerTel acquisition, the Company entered into a $120
         million Interim Loan facility with a consortium of lenders effective
         June 23, 1998, the terms of which also included the issuance of
         warrants. The Interim Loan, which matures on June 23, 1999, includes
         certain negative and affirmative covenants and is secured by a lien on
         substantially all of the assets of the Company and certain of its
         subsidiaries and a pledge of the capital stock of certain of the
         Company's subsidiaries. The Interim Loan bears interest at LIBOR (as
         defined in the credit agreement related to the Interim Loan) plus 6%
         per annum (13.125% at March 31, 1999) increasing by 0.5% per annum at
         the end of each period of three consecutive months after June 23,
         1998; provided, that such interest rate shall not exceed 16% per annum
         if paid in cash or 18% per annum if capitalized. As of March 31, 1999
         Interim Loan holders, in aggregate, have received warrants exercisable
         for 4,069,904 shares of common stock at a price per share of $0.01. In
         addition to the warrants which the Interim Loan holders had received
         as of March 31, 1999, such holders are entitled to receive additional
         warrants on the date the Interim Loan is repaid in full, so that all
         warrants issued to such holders represent 11% of the Company's
         fully-diluted outstanding Common Stock on the date of such repayment.
         As of March 31, 1999, the warrants were valued at an aggregate of
         $31.9 million and this amount is reflected as a reduction in the
         principal amount of the notes. This amount is being amortized to
         interest expense over the life of the loan (1 year).

         Capacity Commitments

         The Company has entered into agreements with a vendor for the purchase
         of STM-1's of capacity on the AC-1 cable system or STM-1 level
         capacity on additional undersea cable systems under development by
         this vendor. In 1998, the Company made a deposit of $2 million with
         this vendor which will be applied against the Company's aggregate $66
         million commitment over the next 3 years under this agreement. In
         March 1999, the Company purchased undersea cable capacity from the
         vendor by converting its deposit and paying an additional $4.6 million
         as down-payment, and obtaining vendor financing for the remaining
         $14.5 million purchase price. This vendor financing bears interest at
         a rate of 11.5% and requires quarterly principal payments of $1.2
         million commencing in June 1999 and ending in March 2002. The Company
         intends to sell a portion of this capacity to one or more customers by
         the end of the third quarter of 1999. Accordingly, the purchase cost
         of this capacity is classified as "Capacity held for resale" on the
         accompanying balance sheet.

         In February 1999, the Company entered into an agreement with a
         telecommunication carrier to sell to such carrier transmission
         capacity throughout various points of presence in Europe for
         approximately $8 million, payable upon acceptance of the circuits by
         the carrier. The contract provides the purchaser with an indefeasible
         right of use of this capacity for a period of 20 years. The Company
         has entered into a separate agreement with a European
         telecommunications company which gives the Company the right to
         purchase capacity through these points of presence. This contract
         provides for indefeasible right of use for a period of 10 years. The
         Company is pursuing means to satisfy the capacity commitment to the
         Company's customer for the remaining 10 years of that contract.

         Legal

         On May 14, 1999, the Company, John W. Dalton ("Dalton"), a former
         director of the Company and its former President and Chief Executive
         Officer, and the other parties entered into a negotiated settlement of
         all claims asserted in an arbitration proceeding initiated by the
         Company against Dalton. In that proceeding, the Company sought the
         rescission and cancellation of 1.2 million shares of its Common Stock
         that were issued to Dalton in connection with the Company's acquisition
         of a company formerly owned by Dalton. In the same proceeding, Dalton
         asserted a claim against the Company and others alleging among other
         things that those parties engaged in breach of contract, tortious
         interference and breach of fiduciary duty in connection with the
         termination of Dalton's employment contract. Under the settlement
         agreement, Dalton is required to return to the Company 500,000 shares
         of its Common Stock that were previously issued to him. Additionally, a
         $175,000 promissory note and 265,000 options claimed by Dalton were
         cancelled. All other claims of the parties were released.


                                       9
<PAGE>   10
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

NOTE ON "FORWARD-LOOKING" STATEMENTS

         The information set forth in Management's Discussion and Analysis of
         Financial Condition and Results of Operations ("MD&A") contains
         certain "forward-looking statements" within the meaning of Section 27A
         of the Securities Act of 1933, as amended, Section 21E of the
         Securities Exchange Act of 1934, as amended, and the Private
         Securities Litigation Reform Act of 1995, including, among others (i)
         expected changes in the Company's revenues and profitability (ii)
         prospective business opportunities and (iii) the Company's strategy
         for expanding and financing its business. Forward-looking statements
         are statements other than historical information or statements of
         current condition. Some forward-looking statements may be identified
         by use of terms such as "believes", "anticipates", "intends" or
         "expects". These forward-looking statements relate to the plans,
         objectives and expectations of the Company for future operations.
         Although the Company believes that its expectations with respect to
         the forward-looking statements are based upon reasonable assumptions
         within the bounds of its knowledge of its business and operations, in
         light of the risks and uncertainties inherent in all future
         projections, the inclusion of forward-looking statements in this
         report should not be regarded as a representation by the Company or
         any other person that the objectives or plans of the Company will be
         achieved.

         The Company's revenues and results of operations could differ
         materially from those projected in the forward-looking statements as a
         result of numerous factors, including, but not limited to, the
         following: (i) an inability to repay the Interim Loan Facility due
         June 23, 1999, (ii) changes in external competitive market factors,
         (iii) termination of certain operating agreements or inability to
         enter into additional operating agreements, (iv) inability to satisfy
         anticipated working capital or other cash requirements, (v) changes in
         or developments under domestic or foreign laws, regulations, licensing
         requirements or telecommunications standards, (vi) changes in the
         availability of transmission facilities, (vii) changes in the
         Company's business strategy or an inability to execute its strategy
         due to unanticipated changes in the market, (viii) various competitive
         factors that may prevent the Company from competing successfully in
         the marketplace, and (ix) the Company's lack of liquidity and its
         ability to raise additional capital. In light of these risks and
         uncertainties, there can be no assurance that actual results,
         performance or achievements of the Company will not differ materially
         from any future results, performance or achievements expressed or
         implied by such forward-looking statements. The foregoing review of
         important factors should not be construed as exhaustive. The Company
         undertakes no obligation to release publicly the results of any future
         revisions it may make to forward-looking statements to reflect events
         or circumstances after the date hereof or to reflect the occurrence of
         unanticipated events.

         The following discussion should be read in conjunction with the
         Condensed Consolidated Financial Statements and Notes thereto included
         under Item 1 of this Form 10-Q. In addition, reference should be made
         to the Financial Statements and Notes thereto and related Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations included in the Company's Annual Report on Form 10-K for
         the year ended December 31, 1998.

OVERVIEW

         The Company is a rapidly growing facilities-based global
         telecommunications carrier offering voice, data and other
         telecommunications services to carriers, ISPs, medium and large
         corporations and distributors and resellers.

         The Company's growth to date has occurred principally through
         acquisitions, most notably its acquisition of EnerTel. The Company
         acquired EnerTel in June 1998, for consideration consisting of
         approximately $92 million and the payment of certain EnerTel
         indebtedness of approximately $17 million. In November 1998 the Company
         sold a 15% interest in the direct parent of EnerTel to former
         shareholders of EnerTel for approximately $14.8 million, of which
         approximately $2.8 million was an equity investment in the subsidiary
         and approximately $12 million was in the form of a shareholder note. 



                                      10
<PAGE>   11

         The principal on this shareholder note is payable ten years after the
         Company's repayment of the Interim Loan, which financed the Company's
         acquisition of EnerTel.

         In addition to the Company's EnerTel operations, during 1998 the
         Company acquired International InterConnect, Inc.("IIC") and
         Intercontinental Exchange, Inc. ("ICX") which serve distributors and
         resellers focused on international calling card and private line
         services. The Company believes that these operations help it to expand
         its name recognition and traffic volumes in emerging markets. Formerly
         based in the San Francisco Bay area, ICX provides telecommunication
         services principally through a network of agents and distributors in
         Japan and other Asian countries. During the first quarter of 1999,
         ICX's operations were integrated with the Company's Omaha, Nebraska
         based calling card operation and its traffic was migrated to the
         Company's Omaha switch. The Company acquired the assets and operations
         of ICX in April 1998, in exchange for 400,000 shares of Common Stock.

         In August 1998, the Company acquired the assets and operations of IIC.
         The purchase consideration was 879,442 shares of Common Stock and
         $750,000. Based in Rockledge, Florida, IIC specializes in providing
         international long distance services primarily in Latin America. IIC's
         customer base consists primarily of resellers, multinational
         corporations, foreign embassies, and other businesses.

         In February 1998, the Company commenced operations in the Netherlands
         through the acquisition of MathComp B.V., whose name was changed to
         WorldPort Communications Europe, B.V. ("WorldPort Europe"). In
         connection with this acquisition, the Company issued 150,000 shares of
         Common Stock and paid $250,000 in cash. The former shareholder of
         WorldPort Europe is eligible to earn an additional 2,350,000 shares of
         common stock contingent upon the attainment of certain future revenue
         and gross margin requirements during the first and second quarters of
         1999. Following the acquisition of EnerTel, the Company recorded
         charges of approximately $5.2 million in the fourth quarter of 1998
         for the wind down of the WorldPort Europe operations in 1999. See
         "Legal Proceedings."

         As of April 30, 1999, the Company had 22,744,979 shares of its Common
         Stock outstanding, or 54,282,701 shares on a fully diluted basis. The
         number of shares outstanding on a fully-diluted basis takes into
         account (i) all outstanding shares of Common Stock, (ii) all
         outstanding shares of the Company's convertible preferred stock,
         together with all options to acquire such stock and all shares of such
         stock which the Company has committed to issue, (iii) all outstanding
         warrants to acquire the Company's Common Stock, together with such
         number of additional warrants which the Company would have been
         required to issue to the Interim Loan holders had the Interim Loan been
         repaid on April 30, 1999 so that such holders would hold warrants
         exercisable into 11% of the fully-diluted outstanding Common Stock on
         such date (as contemplated by the Interim Loan facility), and (iv) all
         outstanding options which had vested as of April 30, 1999 and which had
         an exercise price at or below the market price on such date. The April
         30, 1999, 54,282,701 number of shares outstanding on a fully-diluted
         basis includes 3,077,032 shares related to an option held by an
         investor and due to expire upon repayment of the Interim Loan, 500,000
         shares recovered on May 14, 1999 as a result of the Dalton arbitration
         settlement (see "Legal Proceedings"), and 442,106 warrants which the
         Interim Loan holders would be entitled to receive as a result of the
         issuance of those shares.

         Capacity Commitments

         The Company has entered into agreements with a vendor for the purchase
         of STM-1's of capacity on the AC-1 cable system or STM-1 level
         capacity on additional undersea cable systems under development by
         this vendor. In 1998, the Company made a deposit of $2 million with
         this vendor which will be applied against the Company's aggregate $66
         million commitment over the next 3 years under this agreement. In
         March 1999, the Company purchased undersea cable capacity from the
         vendor by converting its deposit and paying an additional $4.6 million
         as down-payment, and obtaining vendor financing for the remaining
         $14.5 million purchase price. This vendor financing bears interest at
         a rate of 11.5% and requires quarterly principal payments of $1.2
         million commencing in June 1999 and ending in March 2002. The company
         intends to sell a portion of this capacity to one or more customers by
         the end of the third quarter of 1999. Accordingly, the purchase cost
         of this capacity is classified as "Capacity held for resale" on the
         accompanying balance sheet.

         In February 1999, the Company entered into an agreement with a
         telecommunication carrier to sell to such carrier transmission
         capacity throughout various points of presence in Europe for
         approximately $8 million,



                                      11
<PAGE>   12

         payable upon acceptance of the circuits by the carrier. The contract
         provides the purchaser with an indefeasible right of use of this
         capacity for a period of 20 years. The Company has entered into a
         separate agreement with a European telecommunications company which
         gives the Company the right to purchase capacity through these points
         of presence. This contract provides for indefeasible right of use for
         a period of 10 years. The Company is pursuing means to satisfy the
         capacity commitment to the Company's customer for the remaining 10
         years of that contract.

RESULTS OF OPERATIONS

         During the three months ended March 31, 1999, the Company incurred a
         loss of approximately $27 million compared to a loss of approximately
         $3 million during the same period in 1998. Included in the losses
         incurred during the three months ended March 31, 1999 are the
         operating results of EnerTel, IIC and ICX, including amortization of
         the purchased intangibles and recording of financing costs related to
         the Company's acquisition of EnerTel, as well as general expenses
         related to the Company's worldwide business development and financing
         activities. The operating results for ICX and IIC did not have a
         material impact on the losses incurred by the Company in 1999. To
         address and remedy historical operating losses and to increase its
         competitiveness, revenues and gross margins, the Company has taken
         various steps to improve each subsidiary's operating efficiency,
         network capability and carrier cost structure. The Company believes
         these cost-reduction and revenue-enhancing initiatives will have a
         positive impact on the Company's future operating results. However, as
         its business remains in the early growth stage, the Company
         anticipates that it will continue to incur operating losses and cash
         flow deficiencies for the near future.

         Revenues

         Revenues for the three months ended March 31, 1999 were $18.3 million
         compared to $948,000 for the three months ended March 31, 1998. The
         increase in revenues is primarily attributed to the inclusion of the
         results of operations of EnerTel, acquired in June 1998. EnerTel's
         revenues were $14.4 million during the three months ended March 31,
         1999. Also contributing to the increase over the prior year is the
         inclusion of ICX and IIC acquired in April and July 1998,
         respectively. Combined, these two entities contributed approximately
         $3 million in total revenues during the quarter ended March 31, 1999.

         EnerTel primarily generates revenue from the transmission of both
         domestic and international switched minutes in the Netherlands.
         EnerTel also derives revenues from the fixed monthly rental of private
         line circuits. The growth in EnerTel's revenues during 1998 and the
         first three months of 1999 included growth in all EnerTel product
         lines including virtual point of presence (VPOP) internet access;
         direct access local, national and international switched services; and
         800/900 products as well as the wholesale portion of the Bel 1600
         business, a residential services business which the Company sold in
         1998.

         Gross Margin

         Gross margin for the three months ended March 31, 1999 was $6.2
         million compared to $57,000 for the three months ended March 31, 1998.
         The increase in gross margin was primarily due to the inclusion of the
         results of operations of EnerTel, ICX and IIC. The Company's primary
         costs of sales are its cost of terminating switched minutes through
         third parties, as well as its cost to access circuits used to connect
         its customers in the Netherlands.



                                      12
<PAGE>   13

         Selling, General and Administrative Expenses

         Selling, general and administrative expenses increased to $12.6
         million from $2.3 million for the three months ended March 31, 1999
         and 1998, respectively. The increase is primarily due to (i) the
         inclusion of the selling, general and administrative expenses
         associated with the operation of EnerTel, IIC and ICX, (ii) increased
         business development and expansion activity, and (iii) growth in the
         Company's U.S.
         operations, marketing and corporate staff.

         Depreciation and Amortization

         Depreciation and amortization expense for the three months ended March
         31, 1999 was $5.3 million compared to $631,000 for the three months
         ended March 31, 1998. The increase was due to (i) depreciation on the
         assets acquired in connection with the EnerTel, IIC and ICX
         acquisitions, (ii) amortization of goodwill and other intangible
         assets associated with the EnerTel, IIC and ICX acquisitions, and
         (iii) depreciation on additional switching and network equipment
         acquired during 1998 and 1999.

         Other Income (Expense)

         Interest expense, net increased to $15.6 million from $176,000 for the
         three months ended March 31, 1999 and 1998, respectively. The increase
         in interest expense is due primarily to the Interim Loan, which
         accounted for $15 million of interest expense during the three months
         ended March 31, 1999. Interest expense also included interest for (i)
         the debt the Company assumed in connection with the EnerTel and IIC
         acquisitions, and (ii) the acquisition of switching equipment subject
         to capital lease.

         Other expense, net for the three months ended March 31, 1999 was
         $880,000 compared to $0 for the three months ended March 31, 1998.
         This amount represents the costs incurred to exit certain commitments
         and relationships which are no longer considered in line with the
         Company's core strategy.

LIQUIDITY AND CAPITAL RESOURCES 

         The Company is an emerging international telecommunications service
         provider executing a global business plan that requires substantial
         capital. The Company currently has a working capital deficit and has
         operated at a loss since its inception. Funding of the working capital
         deficit, current and future operating losses, expansion of the
         Company's global network, and repayment of the Interim Loan facility
         will require substantial continuing capital investment.

         As of March 31, 1999 and December 31, 1998 the Company had a working
         capital deficit of $132.3 million and $103.8 million respectively. The
         working capital deficit at March 31, 1999 is due to (i) the Interim
         Loan, (ii) the assumption of certain liabilities assumed in
         conjunction with the Enertel, IIC and ICX acquisitions, the majority
         of which were trade payables and short-term debt obligations, (iii)
         the acquisition of additional switching and peripheral equipment and
         transatlantic capacity, the majority of which is being financed
         pursuant to capital leases and vendor financing, and (iv) the
         operating losses of the Company. Trade receivables increased to $13.5
         million at March 31, 1999 from $11.8 million at December 31, 1998
         largely due to increases in customer revenue.

         Operations used $17.6 million during the three months ended March 31,
         1999 due primarily to the (i) operating losses, and (ii) increased
         business development and expansion activity.

         Investing activities used $8 million during the three months ended
         March 31, 1999. Investing activities during the three months ended
         March 31, 1999 consisted entirely of capital spending.

         Financing activities provided $31 million during the three months
         ended March 31, 1999. Financing activities during the three months
         ended March 31, 1999 consisted primarily of proceeds from the issuance



                                      13
<PAGE>   14

         of 920,419 shares of the Series C convertible preferred stock and the
         exercise of employee stock options, reduced by principal payments on
         capital leases and notes payable.

         To finance the EnerTel acquisition, the Company entered into a $120
         million Interim Loan facility with a consortium of lenders effective
         June 23, 1998, the terms of which also included the issuance of
         warrants. The Interim Loan, which matures on June 23, 1999, includes
         certain negative and affirmative covenants and is secured by a lien on
         substantially all of the assets of the Company and certain of its
         subsidiaries and a pledge of the capital stock of certain of the
         Company's subsidiaries. The Interim Loan bears interest at LIBOR (as
         defined in the credit agreement related to the Interim Loan) plus 6%
         per annum increasing by 0.5% per annum at the end of each period of
         three consecutive months after June 23, 1998; provided, that such
         interest rate shall not exceed 16% per annum if paid in cash or 18%
         per annum if capitalized. As of March 31, 1999 Interim Loan holders,
         in aggregate, have received warrants exercisable for 4,069,904 shares
         of common stock at a price per share of $0.01. In addition to the
         warrants which the Interim Loan holders had received as of March 31,
         1999, such holders are entitled to receive additional warrants on the
         date the Interim Loan is repaid in full, so that all warrants issued
         to such holders represent 11% of the Company's fully-diluted
         outstanding Common Stock on the date of such repayment. As of March
         31, 1999, the warrants were valued at an aggregate of $31.9 million
         and this amount is reflected as a reduction in the principal amount of
         the notes. This amount is being amortized to interest expense over the
         life of the loan (1 year).

         Funding of the Company's working capital deficit, current and future
         operating losses and execution of its global growth plans will require
         substantial continuing capital investment. The Company's strategy is
         to fund these cash requirements through debt facilities and additional
         equity financing. In addition, the Company currently has approximately
         $41 million in equipment lease facilities.

         The Company's Interim Loan facility, which matures on June 23, 1999, is
         secured by a lien on substantially all of the Company's assets and
         certain of its subsidiaries and a pledge of the capital stock of
         certain of the Company's subsidiaries. The Company is currently
         pursuing several alternative financing facilities for repaying the
         Interim Loan, but to date it does not have a repayment facility in
         place, nor any arrangement to extend the due date thereof. In the event
         that the Interim Loan is not repaid by its due date (or any extended
         maturity date as the case may be), the Interim Loan holders have an
         agreement with the Company and certain of the Company's stockholders
         (who held approximately 32% of the Company's outstanding votes as of
         April 30, 1999 and who include certain key members of management
         pursuant to which the Company and such stockholders will be obligated
         to support and use their respective best efforts to achieve any
         transaction or series of transactions involving the sale of all or any
         part of the Company or any subsidiary or any of their assets which is
         proposed by the Interim Loan holders.

         Although the Company has been able to arrange debt facilities or
         equity financing to date, there can be no assurance that sufficient
         debt or equity financing will continue to be available in the future
         or that it will be available on terms acceptable to the Company.
         Failure to obtain sufficient capital could materially affect the
         Company's operations and expansion strategies. As a result of the
         aforementioned factors and related uncertainties, there is substantial
         doubt about the Company's ability to continue as a going concern.

YEAR 2000 ISSUE

         The efficient operation of the Company's business is dependent in part
         on computer software programs and operating systems. These programs
         and systems are used in network trafficking, call origination and
         termination, pricing, sales, billing and financial reporting, as well
         as various administrative functions. Recognizing the importance and
         need for an integrated information systems solution, the Company has
         developed an implementation plan for upgrading its systems
         architecture. This plan also addresses the functionality of its
         systems beyond December 31, 1999 ("Year 2000 compliance"). Typically
         the Company's upgrades made for additional functionality also remedy
         any Year 2000 deficiencies in the related software. However, the
         Company does not consider the cost of such upgrades to be year 2000



                                      14
<PAGE>   15

         related, as it has not accelerated any upgrades to remedy a Year 2000
         deficiency.

         The Company does not anticipate additional material expenditures for
         Year 2000 compliance issues. As WorldPort is a relatively new company,
         commencing operations in late 1997, Year 2000 compliance has been a
         requirement in all system related procurement. In circumstances where
         acquired subsidiaries' systems are not compliant, remediation via
         upgrades or system change-out is on-going. The Company's new systems
         implementation is expected to be completed by September 30, 1999.
         Management believes that the Company's remaining information
         technology ("IT") systems and other non IT systems are either Year
         2000 compliant or will be compliant by September 30, 1999 after
         applying vendor supplied upgrades to these systems. The cost of the
         upgrades are not considered to be material.

         The Company is in the process of obtaining documentation from its
         suppliers, customers, financial institutions and others as to the
         status of their Year 2000 compliance programs and the possibility of
         any interface difficulties relating to Year 2000 compliance that may
         affect the Company. While few significant concerns were identified,
         each has been addressed with a program of remediation. All programs
         are targeted for completion by September 1, 1999. However, Year
         2000-related operating problems or expenses may arise in connection
         with the Company's computer systems and software or in connection with
         the Company's interface with the computer systems and software of its
         suppliers, customers, financial institutions and others. Because such
         third-party systems or software may not be Year 2000 compliant, the
         Company is in the process of developing contingency plans to address
         Year 2000 failures of the entities with which it interfaces. The
         Company could be required to incur unanticipated expenses to remedy
         any problems, which could have a material adverse effect on its
         business, results of operation and financial conditions.

         The Company's worst case scenario does not contemplate a major
         business disruption from internal systems. The Company believes that
         it has exercised reasonable diligence to assess whether external
         systems and interfaces are adequately prepared.

NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, the FASB issued Statement of Financial Accounting
         Standards No. 133, Accounting for Derivative Instruments and Hedging
         Activities, which is effective for fiscal years beginning after June
         15, 1999. SFAS No. 133 establishes accounting and reporting standards
         for derivative instruments and transactions involving hedge
         accounting. The Company has not yet determined the impact this
         statement will have on its consolidated financial statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company believes that its exposure to market rate fluctuations on
         its investments is nominal due to the short-term nature of those
         investments. To the extent the Interim Loan is outstanding, the
         Company has market risk relating to such amounts because the interest
         rates under the Interim Loan are variable. The Company does not
         believe its exposure represents a material risk to the financial
         statements.

         WorldPort's operations in Europe, principally in the Netherlands,
         expose the Company to currency exchange rates risks. To manage the
         volatility attributable to these exposures, the Company nets the
         exposures to take advantage of natural offsets. Currently, the Company
         does not enter into any hedging arrangements to reduce this exposure.
         The Company is not aware of any facts or circumstances that would
         significantly impact such exposures in the near-term. If, however,
         there was a 10 percent sustained decline of the Dutch Gilder versus
         the U.S. dollar, then the consolidated financial statements could be
         materially effected as our Dutch operations represented approximately
         69% of our total assets as of March 31, 1999 and 79% and 73% of our
         total revenues and net loss for the three months ended March 31, 1999,
         respectively.



                                      15
<PAGE>   16

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         On April 17, 1998, the Company was served with a summons and complaint
         from MC Liquidating Corporation f/k/a MIDCOM Communications, Inc.
         ("MIDCOM"). Both the Company and TNC, its wholly-owned subsidiary are
         named as defendants, as are Telenational Communications, Limited
         Partnership, the former owner of the TNC assets ("TCLP"), and Edmund
         Blankenau, a principal of TCLP and one of the Company's former
         directors. In its complaint, filed on April 8, 1998 in the U.S.
         Bankruptcy Court for the Eastern District of Michigan, Southern
         Division, MIDCOM seeks payment of over $600,000 for services allegedly
         provided to TCLP and the Company, together with other damages,
         attorney fees and costs. The parties are currently engaging in
         discovery. The Company believes the claims are without merit and
         intends to vigorously defend against them.

         The Company and WorldPort Communications Europe, B.V., one of the
         Company's European subsidiaries ("WorldPort Europe"), are defendants
         in litigation filed in the Sub-District and District courts of The
         Hague, located in Rotterdam, Netherlands. The cases, filed in January,
         1999, by Mr. Bahman Zolfagharpour, allege that the Company breached
         agreements with Mr. Zolfagharpour in connection with its purchase of
         MathComp B.V. (now WorldPort Europe) from Mr. Zolfagharpour and its
         subsequent purchase of EnerTel. The litigation seeks damages in an
         amount exceeding $20 million and the award of 2,500,000 shares of the
         Company's common stock to Mr. Zolfagharpour. The Company believes that
         the litigation is wholly without merit and intends to defend the case
         vigorously. Earlier claims filed by Mr. Zolfagharpour with respect to
         his employment agreement with WorldPort Europe have been resolved.

         On May 14, 1999, the Company, John W. Dalton ("Dalton"), a former
         director of the Company and its former President and Chief Executive
         Officer, and the other parties entered into a negotiated settlement of
         all claims asserted in an arbitration proceeding initiated by the
         Company against Dalton. In that proceeding, the Company sought the
         rescission and cancellation of 1.2 million shares of its Common Stock
         that were issued to Dalton in connection with the Company's acquisition
         of a company formerly owned by Dalton. In the same proceeding, Dalton
         asserted a claim against the Company and others alleging among other
         things that those parties engaged in breach of contract, tortious
         interference and breach of fiduciary duty in connection with the
         termination of Dalton's employment contract. Under the settlement
         agreement, Dalton is required to return to the Company 500,000 shares
         of its Common Stock that were previously issued to him. Additionally, a
         $175,000 promissory note and 265,000 options claimed by Dalton were
         cancelled. All other claims of the parties were released.

         From time to time, the Company is involved in various other lawsuits
         or claims arising from the normal course of business. In the opinion
         of management, none of these lawsuits or claims will have a material
         adverse effect on the Company's financial condition or results of
         operations.

ITEM 2.  CHANGES IN SECURITIES

         In the first quarter of 1999, the Company made the following issuances
         of securities without registration under the Securities Exchange Act
         of 1934, as amended ("Securities Act"). All such issuances were made
         to "accredited investors" as defined in the Securities Act and its
         regulations and were exempt from registration under Section 4(2) of
         the Securities Act:

         In December 1998, the Company entered into a Series C Preferred Stock
         Purchase Agreement (the "Purchase Agreement") with an investor,
         pursuant to which the investor acquired 1,132,824 shares of Series C
         for an aggregate purchase price of $40 million ($32.5 million was
         received for 920,419 shares in January 1999). Pursuant to the Purchase
         Agreement, the investor also received an option to acquire up to
         283,206 shares of Series C Preferred Stock for an aggregate purchase
         price of $10 million. This option



                                      16
<PAGE>   17

         expires upon the repayment or refinancing of the Interim Loan.

         During the quarter, various holders of Series B Preferred Stock
         converted their shares into 3.1 million shares of the Company's Common
         Stock in accordance with the terms of the Series B Preferred Stock.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS 

<TABLE>
<CAPTION>
               Exhibit No.                                 Description
               -----------                                 -----------

               <S>                  <C>
               10.1 *               Network Service Agreement dated February 19, 1999 between 
                                    Star Telecommunications, Inc. and the Company, together with an 
                                    addendum and side letter thereto

               27.1                 Financial Data Schedule
</TABLE>

*  Confidential treatment requested for certain portions of this exhibit.

REPORTS ON FORM 8-K

No Current Reports on Form 8-K were filed during the period covered by this
Report.



                                      17
<PAGE>   18

                                   SIGNATURE


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, thereunto duly authorized.


                                    WORLDPORT COMMUNICATIONS, INC.




Date:  May 14, 1999                 By:  /s/ Phillip S. Magiera 
                                         --------------------------------------
                                         Phillip S. Magiera
                                         Chief Financial Officer and Secretary



                                      18