<PAGE>
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM 10-Q

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the quarterly period ended March 31, 2000

                                       or

[ ]  Transition Report pursuant to 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)


             Delaware                                   84-1127336
             --------                                   ----------
  (State or other jurisdiction of                  (IRS Employer ID Number)
   incorporation or organization)

                            1825 Barrett Lakes Blvd.
                      Suite 100, Kennesaw, Georgia  30144
                      -----------------------------------
                    (Address of principal executive offices)

                                 (770) 792-8735
                                 --------------
              (Registrant's telephone number, including area code)

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 May 8, 2000, the Registrant had 28,797,355 shares of Common Stock par
value $0.0001 outstanding.
================================================================================
<PAGE>

                         WORLDPORT COMMUNICATIONS, INC.
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                       Page
                                                                                                                       ----
PART I - FINANCIAL INFORMATION
------------------------------

Item 1.            Financial Statements
<S>                <C>                                                                                                  <C>
                   Consolidated Balance Sheets as of
                   March 31, 2000 (unaudited) and December 31, 1999..............................................      3

                   Consolidated Statements of Operations
                   For the Three Months Ended March 31,
                   2000 and 1999 (unaudited).....................................................................      4

                   Consolidated Statements of Cash Flows for the
                   Three Months Ended March 31, 2000 and 1999 (unaudited)........................................      5

                   Notes to Condensed Consolidated Financial Statements (unaudited)..............................      6

Item 2.            Management's Discussion and Analysis of
                   Financial Condition and Results of Operations.................................................      9

Item 3.            Quantitative and Qualitative Disclosures About Market Risk....................................      11

PART II - OTHER INFORMATION
---------------------------

Item 1.            Legal Proceedings.............................................................................      12

Item 2.            Changes in Securities.........................................................................      12

Item 6.            Exhibits and Reports on Form 8-K..............................................................      12

SIGNATURE   .....................................................................................................      13
---------
</TABLE>
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                        (In thousands except share data)


<TABLE>
<CAPTION>
                                                                                           March 31,     December 31,
                                                                                             2000           1999
                                                                                             ----           ----
                                         ASSETS                                          (unaudited)
<S>                                                                                      <C>          <C>
CURRENT ASSETS:
    Cash and cash equivalents..........................................................    $294,474      $   1,149
    Accounts receivable, net of allowance for doubtful accounts                                              1,126
        of $970 and $359, respectively.................................................          --
    Prepaid expenses and other current assets..........................................         387             34
    Net assets held for sale...........................................................       1,350        101,302
                                                                                           --------      ---------
            Total current assets.......................................................     296,211        103,611
    PROPERTY AND EQUIPMENT, net........................................................         123            145
    OTHER ASSETS.......................................................................         605            532
                                                                                           --------      ---------
                       TOTAL ASSETS....................................................    $296,939      $ 104,288
                                                                                           ========      =========

                            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable..................................................................    $  4,599      $  13,168
     Accrued expenses..................................................................       1,896          1,056
     Current portion of obligations under capital leases...............................       1,506          2,932
     Note payable to related party.....................................................       2,000         12,981
     Income taxes payable..............................................................      85,000             --
     Other current liabilities.........................................................       4,938          6,071
     Interim loan facility.............................................................          --        147,541
                                                                                           --------      ---------
                    Total current liabilities..........................................      99,939        183,749

Long-term obligations under capital leases, net of current portion.....................       3,891          4,021
                                                                                           --------      ---------
                         Total liabilities.............................................     103,830        187,770
                                                                                           --------      ---------

STOCKHOLDERS' EQUITY (DEFICIT):
     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, no shares issued and outstanding...................................          --             --
     Series B convertible preferred stock, $0.0001 par value, 3,000,000 shares
        authorized, 965,642 shares issued and outstanding..............................          --             --
     Series C convertible preferred stock, $0.0001 par value, 1,450,000 shares
        authorized, 1,416,030 shares issued and outstanding............................          --             --
     Series D convertible preferred stock, $0.0001 par value, 650,000 shares
        authorized, 316,921 shares issued and outstanding..............................          --             --
     Series E convertible preferred stock, $0.0001 par value, 145,000 shares
        authorized, 141,603 shares issued and outstanding..............................          --             --
     Common stock, $0.0001 par value, 65,000,000 shares authorized, 28,650,511 and
        28,210,280 shares issued and outstanding in 2000 and 1999, respectively........           3              3
     Warrants..........................................................................      21,562         23,398
     Additional paid-in capital........................................................     151,747        149,824
     Cumulative translation adjustment.................................................          (3)        (7,942)
     Retained earnings (deficit).......................................................      19,800       (248,765)
                                                                                           --------      ---------
                    Total stockholders' equity (deficit)...............................     193,109        (83,482)
                                                                                           --------      ---------

                    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)...............    $296,939      $ 104,288
                                                                                           ========      =========
</TABLE>

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

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                 March 31,
                                                                          2000                1999
                                                                      -----------         -----------
                                                                      (unaudited)         (unaudited)
<S>                                                                   <C>                 <C>
REVENUES......................................................          $  5,093            $ 18,275

COST OF SERVICES..............................................             3,061              12,068
                                                                        --------            --------
   Gross margin...............................................             2,032               6,207
                                                                        --------            --------

OPERATING EXPENSES:
   Selling, general and administrative expenses...............             8,218              12,649
   Depreciation and amortization..............................               449               5,272
                                                                        --------            --------
   Operating loss.............................................            (6,635)            (11,714)
                                                                        --------            --------

OTHER EXPENSE:
   Gain on sale of assets.....................................           353,095                  --
   Interest income (expense), net.............................             4,466             (15,610)
   Other income (expense), net................................             2,639                (880)
                                                                        --------            --------

INCOME (LOSS) BEFORE MINORITY INTEREST AND
  INCOME TAXES................................................           353,565             (28,204)

MINORITY INTEREST.............................................                --               1,203
                                                                        --------            --------

INCOME (LOSS) BEFORE INCOME TAXES.............................           353,565             (27,001)

INCOME TAX PROVISION..........................................            85,000                  --
                                                                        --------            --------

NET INCOME (LOSS).............................................          $268,565            $(27,001)
                                                                        ========            ========

NET INCOME (LOSS) PER SHARE:

  BASIC.......................................................          $   9.44            $  (3.54)
                                                                        ========            ========
  DILUTED.....................................................          $   4.82            $  (3.54)
                                                                        ========            ========

SHARES USED IN NET INCOME (LOSS) PER SHARE
  CALCULATION:
   BASIC......................................................            28,449              18,912
                                                                        ========            ========
   DILUTED....................................................            55,679              18,912
                                                                        ========            ========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                                                     Three Months Ended
                                                                                                         March 31,
                                                                                              -------------------------------
                                                                                                  2000                1999
                                                                                              -----------         -----------
                                                                                              (unaudited)         (unaudited)
<S>                                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).........................................................................     $ 268,565            $(27,001)
Adjustments to reconcile net income (loss) to net cash flows from operating
 activities:
          Depreciation and amortization...................................................           449               5,272
          Gain on sale of assets..........................................................      (353,095)                 --
          Non-cash interest expense.......................................................            --              14,523
          Non-cash compensation expense...................................................            --                 257
          Minority interest...............................................................            --              (1,203)
          Change in accounts receivable, net..............................................         1,126              (1,690)
          Change in prepaid expenses and other assets.....................................          (386)             (1,691)
          Change in accounts payable, accrued expenses and other liabilities..............        (9,152)            (14,925)
          Change in income taxes payable..................................................        85,000                  --
                                                                                               ---------            --------
                    Net cash used in operating activities.................................        (7,493)            (26,458)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Sale of assets..................................................................       459,405                  --
          Capital expenditures............................................................           (15)             (8,011)
                                                                                               ---------            --------
                    Net cash provided by (used in) investing activities...................       459,390              (8,011)

CASH FLOWS FROM FINANCING ACTIVITIES:
       Repayment of Interim Loan Facility.................................................      (147,541)                 --
       Repayment on note payable - related party..........................................       (10,981)               (150)
       Borrowings under capital lease facilities..........................................            --               8,892
       Principal payments on short-term debt..............................................            --                (202)
       Principal payments on obligations under capital leases.............................          (134)             (1,329)
       Exercise of stock options..........................................................            83                 230
       Exercise of warrants...............................................................             4                  --
       Proceeds from issuance of preferred stock, net of offering expenses................            --              32,500
                                                                                               ---------            --------
                    Net cash (used in) provided by financing activities...................      (158,569)             39,941

Effect of exchange rate changes on cash and cash equivalents..............................            (3)                (85)
                                                                                               ---------            --------

NET INCREASE IN CASH AND CASH EQUIVALENTS.................................................       293,325               5,387

CASH AND CASH EQUIVALENTS, beginning of the period........................................         1,149               9,015
                                                                                               ---------            --------
CASH AND CASH EQUIVALENTS, end of the period..............................................     $ 294,474            $ 14,402
                                                                                               =========            ========
CASH PAID DURING THE PERIOD FOR INTEREST..................................................     $     410            $    520
                                                                                               =========            ========
CASH PAID DURING THE PERIOD FOR INCOME TAXES..............................................     $      --            $     --
                                                                                               =========            ========
SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES:

       Acquisition of property and equipment under capital lease..........................     $      --            $ 15,418
                                                                                               =========            ========
       Issuance of warrants in connection with Interim Loan...............................     $      --            $  3,656
                                                                                               =========            ========

</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     -----------------------------------------------------------

     Organization
     ------------

     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. Until consummation of the sale transactions described in Note 2, the
     Company was a 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.

     In order to meet its obligations under the Interim Loan Facility due
     November 18, 1999, the Company sold substantially all of its operating
     assets during the first quarter of 2000. On November 11, 1999, the Company
     entered into a series of definitive agreements with Energis for the sale of
     its 85% shareholding in Worldport Communications Europe Holdings, B.V., the
     parent of EnerTel N.V., and associated assets ("EnerTel") for $522 million.
     The sale was consummated on January 14, 2000. The Company applied a portion
     of the net proceeds realized from the sale to repay existing debt,
     including the Interim Loan, trade credit and other liabilities. The Company
     is now pursuing a new strategic focus to become a European provider of
     complex and custom web-hosting services following the Enertel sale
     utilizing the remaining net proceeds.

     Basis of Presentation
     ---------------------

     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, 1999.

     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, 2000, and
     the results of operations and cash flows for the three months ended March
     31, 2000 and 1999. The results of operations for the three months ended
     March 31, 2000 are not necessarily indicative of the operating results for
     the full year.

     Financial Condition
     -------------------

     As discussed previously, in order to meet its obligations under the Interim
     Loan Facility due November 18, 1999, the Company sold substantially all of
     its material assets during the first quarter of 2000 through the sale of
     EnerTel. The Company applied a portion of the net proceeds realized from
     the sale to repay existing debt, including the Interim Loan, trade credit
     and other liabilities. The Company is now pursuing a new strategic focus
     following this sale utilizing the remaining net proceeds to become a
     European provider of complex and custom web-hosting
<PAGE>


     services. Funding of potential future operating losses and execution of the
     Company's new strategic growth plans will require substantial continuing
     capital investment. The Company intends to use the remaining net proceeds
     from the sale of Enertel to fund these cash requirements and any additional
     requirements through debt facilities and additional equity financing.
     Although the Company has been able to arrange debt facilities and/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. If such financing is not
     obtained, the Company will have to alter its current business plan and/or
     seek alternative financing.

     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.

     Earnings (Loss) per Share
     -------------------------

     The following table reconciles basic earnings (loss) per share to diluted
     earnings (loss) per share. For 1999, basic and diluted loss per share are
     the same because any dilutive securities had an antidilutive effect on loss
     per share.

------------------------------------------------------------------------------
                                                          Three Months Ended
                                                               March 31,
------------------------------------------------------------------------------
                                                          2000          1999
------------------------------------------------------------------------------
Net income (loss)                                       $268,565      $(27,001)
Preferred stock beneficial conversion                         --       (40,000)
                                                        --------      --------
Net income (loss) available to common stockholders      $268,565      $(67,001)
------------------------------------------------------------------------------
Weighted average shares outstanding:
  Basic                                                   28,449        18,912
  Convertible preferred stock                             21,103            --
  Warrants                                                 2,849            --
  Options                                                  3,278            --
                                                        --------      --------
  Diluted                                                 55,679        18,912
------------------------------------------------------------------------------
Income (loss) per share:
  Basic                                                 $   9.44      $  (3.54)
  Diluted                                               $   4.82      $  (3.54)
------------------------------------------------------------------------------


(2)  DISPOSITIONS
     ------------

     On November 11, 1999, the Company entered into a series of definitive
     agreements with Energis for the sale of EnerTel for $522 million. The sale
     was consummated on January 14, 2000.  The Company recorded a net book gain
     of approximately $268.1 million in the first quarter of 2000.

     In August 1999, the Company announced that it was closing its U.S. carrier
     operations and initiated the process of disposing of certain assets and
     subsidiaries, including Telenational Communications, Inc. ("TNC") and
     International Interconnect, Inc. ("IIC"). On February 29, 2000, the Company
     sold IIC for $0.3 million.  The Company is currently considering the sale
     of TNC, but to date does not have a definitive sale arrangement. During
     1999, the Company took an asset impairment charge of approximately $4.8
     million, $6.1 million and $1.0 million in connection with the proposed
     sales of TNC, IIC and other U.S. based assets, respectively, to write the
     net investments down to their anticipated net realizable value.
     Additionally, the balance sheet accounts of EnerTel, TNC and IIC were
     consolidated in the accompanying December 31, 1999 financial statements.
     Only the net assets of TNC remain as net assets held for sale as of March
     31,
<PAGE>

     2000. If these sales had taken place on January 1, 1999, the Company would
     have had no material operating results. Accordingly, separate pro forma
     results are not presented.


(3)  CONTINGENCIES
     -------------

     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 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 a former director
     of the Company. 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 Company intends to vigorously defend against these claims.

     The Company is a defendant in litigation filed in the Sub-District and
     District courts of The Hague, located in Rotterdam, Netherlands. The cases,
     filed in January and February 1999, by Mr. Bahman Zolfagharpour, allege
     that the Company breached agreements with Mr. Zolfagharpour in connection
     with its purchase of MathComp B.V. from Mr. Zolfagharpour, its subsequent
     purchase of EnerTel, and Mr. Zolfagharpour's employment agreement with
     WorldPort Communications Europe, B.V., a former European subsidiary. The
     litigation seeks dissolution of the employment agreement and the non-
     competition clause of the agreement, 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.

     Since July 14, 1999, WorldPort and certain of its former officers have been
     named as defendants in multiple shareholder class action lawsuits filed in
     the United States District Court for the Northern District of Georgia. On
     or about March 21, 2000, a Consolidated Complaint was filed which adds The
     Heico Companies, LLC and Michael E. Heisley, Sr. as defendants. The
     plaintiffs in these lawsuits seek to represent a class of individuals who
     purchased or otherwise acquired the Company's common stock from January 4,
     1999 through June 28, 1999. Among other things, the plaintiffs allege that
     the defendants spoke positively about the Heico financing without
     disclosing the risk that non-compliance with certain Nasdaq rules in
     connection with the financing might cause WorldPort to be delisted from
     Nasdaq. The plaintiffs further allege the subsequent disclosure that
     WorldPort might be delisted from Nasdaq adversely affected the value of the
     Company's common stock. The plaintiffs allege violations of Sections 10(b)
     and 20(a) of the Securities Exchange Act of 1934. WorldPort intends to
     defend these lawsuits vigorously, but due to inherent uncertainties of the
     litigation process and the judicial system, WorldPort is unable to predict
     the outcome of this litigation.

     In addition to the aforementioned claims, the Company is involved in
     various other lawsuits or claims arising in the normal course of business.
     In the opinion of management, none of these lawsuits or claims will have a
     material adverse effect on the consolidated financial position or results
     of operations of the Company.
<PAGE>

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 redirecting 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) changes
     in external competitive market factors, (ii) termination of certain
     operating agreements or inability to enter into necessary operating
     agreements, (iii) inability to satisfy anticipated working capital or other
     cash requirements, (iv) changes in or developments under domestic or
     foreign laws, regulations, licensing requirements or telecommunications
     standards and internet protocols, (v) changes in the Company's business
     strategy or an inability to execute its strategy due to unanticipated
     changes in the market, (vi) various competitive factors that may prevent
     the Company from competing successfully in the marketplace, and (vii) the
     Company's 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, 1999.

     Overview
     --------

     Until consummation of the sales transactions described below, the Company
     was a 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. In order to meet its obligations under the Interim Loan Facility
     due November 18, 1999, the Company sold substantially all of its operating
     assets during the first quarter of 2000. On November 11, 1999, the Company
     entered into a series of definitive agreements with Energis for the sale of
     its 85% shareholding in WorldPort Communications Europe Holdings, B.V., the
     parent of EnerTel N.V., and associated assets ("EnerTel") for $522 million.
     The sale was consummated on January 14, 2000. The Company applied a portion
     of the net proceeds realized from the sale to
<PAGE>

     repay existing debt, including the Interim Loan, trade credit and other
     liabilities. Additionally, the Company completed the sale of International
     InterConnect, Inc. ("IIC") in February 2000.

     The Company is pursuing a new strategic focus to become a European provider
     of complex and custom web-hosting services following this sale utilizing
     the remaining net proceeds. The Company intends to provide a complete
     complex Web hosting service portfolio including network management, co-
     location services, WAP and ASP support services, and disaster recovery -
     providing end-to-end service to medium and large corporations as well as
     ISPs that will enable customers to completely outsource their mission-
     critical Internet operations.

     Results of Operations
     ---------------------

     During the first quarter of 2000, the Company completed the disposition of
     substantially all of its operating assets, and began execution of the
     Company's new business plan. Accordingly, the historical results of
     operations for prior periods in which the Company was operational and had
     the Interim Loan obligation are not comparable to the current period and
     are not representative of what future results will be. During the three
     months ended March 31, 2000, the Company had net income of $268.6 million,
     compared to a loss of $27.0 million during the same period in 1999. Net
     income was substantially comprised of a one-time after tax gain of $268.1
     million related to the sale of EnerTel. Included in the losses incurred
     during the three months ended March 31, 1999, are the operating results of
     EnerTel and IIC, including amortization of the purchase price premium 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. Included in the results of
     operations for the three months ended March 31, 2000 are the results of
     Enertel and IIC through their dates of sale (January 14, 2000 and February
     29, 2000, respectively).

     Liquidity and Capital Resources
     -------------------------------

     As of December 31, 1999, the Company had a working capital deficit of $80.1
     million and cash of $1.1 million. The EnerTel sale transaction contributed
     substantially all of the working capital increase to the Company during the
     quarter. As a result the Company had working capital of $196.3 million at
     March 31, 2000.

     Operations used $7.5 million during the three months ended March 31, 2000,
     due primarily to the payment of working capital obligations.

     Investing activities provided $459.4 million during the three months ended
     March 31, 2000, which consisted almost entirely of the Enertel sale
     transaction.

     Financing activities used $158.6 million during the three months ended
     March 31, 2000, and principally related to the repayment of the Interim
     Loan and a related party note payable from the proceeds of the Enertel sale
     transaction.

     The Company is pursuing its new business plan following the sale of Enertel
     utilizing the remaining net proceeds. Funding of potential future operating
     losses and execution of the Company's new strategic growth plans will
     require substantial continuing capital investment. The Company intends to
     use the remaining net proceeds from the sale of Enertel to fund these cash
     requirements and any additional requirements through debt facilities and/or
     additional equity financing. Although the Company has been able to arrange
     debt facilities and/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.
     If such financing is not obtained, the Company will have to alter its
     current business plan and/or seek alternative financing.
<PAGE>

     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, 2000. 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

     Management believes that the Company's exposure to market rate fluctuations
     on its investments is nominal due to the short-term nature of those
     investments.
<PAGE>

                          PART II. OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

     Since July 14, 1999, WorldPort and certain of its former officers have been
     named as defendants in multiple shareholder class action lawsuits filed in
     the United States District Court for the Northern District of Georgia. See
     Part I Item 3 of Form 10-K for the fiscal year ended December 31, 1999. On
     or about March 21, 2000, a Consolidated Complaint was filed which adds The
     Heico Companies, LLC and Michael E. Heisley, Sr. as defendants. The
     plaintiffs in this lawsuit seek to represent a class of individuals who
     purchased or otherwise acquired the Company's common stock from January 4,
     1999 through June 28, 1999.

     From time to time, the Company is involved in various other lawsuits not
     disclosed in Note 3 to the Condensed Consolidated Financial Statements or
     claims arising from the normal course of business. In the opinion of
     management, none of such other lawsuits or claims will have a material
     adverse effect on the Company's financial condition or results of
     operations.


ITEM 2.   CHANGES IN SECURITIES

     During the quarter ended March 31, 2000, various holders of warrants issued
     in connection with the Company's interim loan facility exercised their
     warrants for 405,231 shares the Company's Common Stock. The issuance of
     these shares was exempt from registration under Section 4 (2) of the
     Securities Act of 1933, as amended, as a transaction by an issuer not
     involving any public offering.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          Exhibit No.         Description
          -----------         -----------

          27.1                Financial Data Schedule (for SEC use only)

     (b)  Reports on Form 8-K

     The Company filed a current report on Form 8-K on January 28, 2000 to
     report under Item 2 the disposition of substantially all of its operating
     assets to Energis on January 14, 2000. Included in the Form 8-K was the
     following Unaudited Pro Forma Financial Data:

     * Pro Forma Consolidated Balance Sheet Information as of September 30, 1999

     * Pro Forma Consolidated Statement of Income for the Year ended December
       31, 1998

     * Pro Forma Consolidated Statement of Income for the Period ended September
       30, 1999
<PAGE>

                                   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 12, 2000            By: /s/ John T. Hanson
      ------------                ---------------------------------
                                  John T. Hanson
                                  Chief Financial Officer