================================================================================
                                 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 September 30, 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)

                           975 Weiland Road, Ste. 160
                          Buffalo Grove, Illinois 60089
                          -----------------------------
                    (Address of principal executive offices)

                                 (847) 229-8200
                                 --------------
              (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 November 9, 2000, the  Registrant  had 31,645,040  shares of Common Stock,
par value $0.0001, outstanding.

================================================================================

<PAGE>

                         WORLDPORT COMMUNICATIONS, INC.
                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION
------------------------------

    Item 1.  Financial Statements

             Condensed Consolidated Balance Sheets as of
             September 30, 2000 (unaudited) and December 31, 1999...........   3

             Condensed Consolidated Statements of Operations
             for the Three and Nine Months Ended September 30,
             2000 (unaudited) and 1999 (unaudited)..........................   4

             Condensed Consolidated Statements of Cash Flows for the
             Three and Nine Months Ended September 30, 2000 (unaudited)
             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..................  10

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk.....  13

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

    Item 1.  Legal Proceedings..............................................  14

    Item 2.  Changes in Securities..........................................  14

    Item 6.  Exhibits and Reports on Form 8-K...............................  15


SIGNATURE  .................................................................  16
---------





                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>

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

                                                                                 SEPTEMBER 30,          DECEMBER 31,
                                                                                   2000                   1999
                                                                                   ----                   ----
                                     ASSETS                                      (UNAUDITED)
<S>                                                                                  <C>                     <C>
CURRENT ASSETS:
    Cash and cash equivalents................................................        $178,651                $1,149
    Accounts receivable, net of allowance for doubtful accounts
      of $812 and $359, respectively.........................................             893                 1,126
    Prepaid expenses and other current assets................................           5,544                    34
    Net assets held for sale.................................................           1,350               101,302
                                                                                     --------                ------
                  Total current assets.......................................         186,438               103,611

    PROPERTY AND EQUIPMENT, net..............................................          43,151                   145
    GOODWILL, net of accumulated amortization of $148 in 2000................          17,601                    --
    OTHER ASSETS.............................................................           3,574                   532
                                                                                     --------                ------
                       TOTAL ASSETS..........................................        $250,764              $104,288
                                                                                     --------                ------

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable........................................................         $12,763               $13,168
     Accrued expenses........................................................           4,106                 1,056
     Current portion of obligations under capital leases ....................           1,975                 2,932
     Note payable to related party...........................................              --                12,981
     Income taxes payable....................................................          28,540                    --
     Other current liabilities...............................................          12,961                 6,071
     Interim loan facility...................................................              --               147,541
                                                                                           --               -------
                                                                                     --------                ------
                    Total current liabilities................................          60,345               183,749

     Long-term obligations under capital leases, net of current portion......           3,242                 4,021
     Other long-term liabilities.............................................             122                    --
                                                                                     --------                ------
                        Total liabilities....................................          63,709               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....................              --                    --
     Series G convertible preferred stock, $0.0001 par value, 1,000 shares
        authorized, 1,000 shares issued and outstanding......................              --                    --
     Common stock, $0.0001 par value, 200,000,000 and 65,000,000 shares
        authorized in 2000 and 1999, respectively, 31,645,040 and 28,210,280
        shares issued and outstanding in 2000 and 1999, respectively.........               3                     3
     Warrants................................................................          11,483                23,398
     Additional paid-in capital..............................................         165,917               149,824
     Accumulated other comprehensive loss....................................         (2,511)               (7,942)
     Retained earnings (deficit).............................................          12,163             (248,765)
                                                                                     --------                ------
                    Total stockholders' equity (deficit).....................         187,055              (83,482)
                                                                                     --------                ------

                    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT).....        $250,764              $104,288
                                                                                     ========              ========

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


</TABLE>

                                       3
<PAGE>

<TABLE>

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


                                                                          Three Months Ended                Nine Months Ended
                                                                              September 30,                   September 30,
                                                                              -------------                   -------------
                                                                       2000            1999               2000             1999
                                                                       ----            ----               ----             ----
                                                                   (unaudited)     (unaudited)         (unaudited)    (unaudited)

<S>                                                                      <C>            <C>                <C>             <C>
REVENUES....................................................             $ 1,365        $ 22,467           $ 7,502         $ 65,263

COST OF SERVICES............................................               1,006          14,124             4,849           44,860
                                                                         -------        --------           -------         --------
     Gross margin...........................................                 359           8,343             2,653           20,403
                                                                         -------        --------           -------         --------

OPERATING EXPENSES:
     Selling, general and administrative expenses...........               5,241          15,836            16,797           41,459
     Depreciation and amortization..........................                 697           6,096             1,600           17,127
     Asset impairment.......................................                 --           12,842               --            12,842
                                                                         -------        --------           -------         --------
     Operating loss.........................................             (5,579)        (26,431)          (15,744)         (51,025)
                                                                         -------        --------           -------         --------

OTHER EXPENSE:
    Gain on sale of assets..................................             (6,162)             --            346,933              --
     Interest income (expense), net.........................               3,299         (9,666)             9,700         (44,190)
     Other income (expense), net............................                 --            (230)             2,639          (1,286)
                                                                         -------        --------           -------         --------

INCOME (LOSS) BEFORE MINORITY INTEREST AND INCOME TAXES.....
                                                                         (8,442)        (36,327)           343,528         (96,501)

MINORITY INTEREST...........................................                 --              --                --             1,845
                                                                         -------        --------           -------         --------

INCOME (LOSS) BEFORE INCOME TAXES...........................             (8,442)        (36,327)           343,528         (94,656)

INCOME TAX PROVISION (BENEFIT)..............................             (2,400)             --             82,600              --

NET INCOME (LOSS)...........................................            $(6,042)       $(36,327)          $260,928        $(94,656)
                                                                        ========       =========          ========        =========

NET INCOME (LOSS) PER SHARE:
   BASIC....................................................             $(0.20)         $(1.51)             $8.80          $(4.26)
                                                                        ========       =========          ========        =========
   DILUTED..................................................             $(0.20)         $(1.51)             $4.76          $(4.26)
                                                                        ========       =========          ========        =========

SHARES USED IN NET INCOME (LOSS) PER SHARE
  CALCULATION:
     BASIC...................................................             30,857          24,039            29,657           22,237
     CONVERTIBLE PREFERRED STOCK.............................                --              --             21,315               --
     WARRANTS................................................                --              --              2,305               --
     OPTIONS................................................                 --              --              1,594               --
                                                                         -------        --------           -------         --------
    DILUTED.................................................              30,857          24,039            54,871           22,237
                                                                        ========       =========          ========        =========



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

</TABLE>


                                       4
<PAGE>


<TABLE>

                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<CAPTION>

                                                                                      Three Months Ended         Nine Months Ended
                                                                                         September 30,             September 30,
                                                                                         -------------             -------------
                                                                                     2000         1999         2000           1999
                                                                                     ----         ----         ----           ----
                                                                                  (unaudited)  (unaudited)  (unaudited)  (unaudited)
<S>                                                                                <C>          <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ..............................................................   $  (6,042)   $ (36,327)   $ 260,928    $ (94,656)
Adjustments to reconcile net income (loss) to net cash flows from operating
activities:
          Depreciation and amortization ........................................         549        6,096        1,452       17,127
          Amortization of goodwill .............................................         148         --            148         --
          Gain on sale of assets ...............................................       6,162         --       (346,933)        --
          Non-cash interest expense ............................................        --          8,232        1,229       39,027
          Non-cash compensation expense ........................................         120         (143)         120          385
          Asset impairment .....................................................        --         12,842         --         12,842
          Minority interest ....................................................        --           --           --         (1,845)
          Change in accounts receivable, net ...................................        (185)      (5,976)         941       (6,385)
          Change in prepaid expenses and other assets ..........................      (5,744)      (1,476)      (6,174)      (3,394)
          Change in accounts payable, accrued expenses and other liabilities ...      16,639       (1,829)       5,948           95
          Change in income taxes payable .......................................     (14,900)        --         28,500         --
          Other ................................................................        --          1,920         --          1,925
                                                                                   ---------    ---------    ---------    ---------

                    Net cash flows from operating activities ...................      (3,253)     (16,661)     (53,841)     (34,879)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Capital expenditures .................................................     (39,652)        --        (44,414)     (16,228)
          Sale of assets .......................................................      (6,162)        --        453,243         --
          Purchase of subsidiaries .............................................     (17,735)        --        (17,735)        --
                                                                                   ---------    ---------    ---------    ---------

                    Net cash flows from investing activities ...................     (63,549)        --        391,094      (16,228)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Repayment of Interim Loan Facility .......................................        --           --       (147,541)        --
      Repayment on note payable - related party ................................        --           --        (10,981)        (150)
      Repayment of notes payable ...............................................        (404)        --           (404)        --
      Proceeds from notes payable ..............................................         387         --            387         --
      Principal payments on short-term debt ....................................        --             10         --           (192)
      Principal payments on obligations under capital leases ...................        (288)      (2,363)        (813)      (5,696)
      Exercise of stock options ................................................         283         --            489        1,798
      Proceeds from issuance of common stock, net of offering expenses .........        --              6         --              6
      Proceeds from issuance of preferred stock, net of offering expenses ......        --         15,000         --         47,500
                                                                                   ---------    ---------    ---------    ---------


                    Net cash flows from by financing activities ................         (22)      12,653     (158,863)      43,266

Effect of exchange rate changes on cash and cash equivalents ...................        (885)         431         (888)         165
                                                                                   ---------    ---------    ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...........................     (67,709)      (3,577)     177,502       (7,676)

CASH AND CASH EQUIVALENTS, beginning of the period .............................     246,360        4,916        1,149        9,015
                                                                                   ---------    ---------    ---------    ---------

CASH AND CASH EQUIVALENTS, end of the period ...................................   $ 178,651    $   1,339    $ 178,651    $   1,339
                                                                                   =========    =========    =========    =========
CASH PAID DURING THE PERIOD FOR INTEREST .......................................   $      92    $     754    $     668    $   2,263
                                                                                   =========    =========    =========    =========

CASH PAID DURING THE PERIOD FOR INCOME TAXES ...................................   $  12,500    $    --      $  54,100    $    --
                                                                                   =========    =========    =========    =========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES:

       Conversion of related party note payable to 1,000 shares of
       Series G Preferred Stock ................................................   $   2,000    $    --      $   2,000    $    --
                                                                                   =========    =========    =========    =========
       Exercise of warrants for common stock ...................................   $  (2,664)   $    --      $ (13,144)   $  (4,006)
                                                                                   =========    =========    =========    =========

       Acquisition of property and equipment under capital lease ...............   $    --      $   6,768    $    --      $  38,241
                                                                                   =========    =========    =========    =========
       Issuance of warrants in connection with Interim Loan ....................   $    --      $   1,141    $    --      $   4,797
                                                                                   =========    =========    =========    =========
      Conversion of obligation for 316,921 shares of Series D Preferred Stock ..   $    --      $   1,030    $    --      $   1,030
                                                                                   =========    =========    =========    =========


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


</TABLE>


                                       5
<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. a Delaware corporation  (together with
         its  subsidiaries,  the  "Company"),  is  pursuing a plan to become the
         European leader of internet  solutions.  Until consummation of the sale
         transactions  described  in Note 3, 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.

         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 September 30,
         2000,  and the results of  operations  and cash flows for the three and
         nine  months  ended  September  30,  2000  and  1999.  The  results  of
         operations  for the  nine  months  ended  September  30,  2000  are not
         necessarily indicative of the operating results for the full year.

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

         In order to meet its  obligations  under its interim loan  facility due
         November  18, 1999 (the  "Interim  Loan  Facility"),  the Company  sold
         substantially  all of its material  assets  during the first quarter of
         2000 (see  Note 3  below).  The  Company  applied a portion  of the net
         proceeds  realized from the sale to repay existing debt,  including the
         Interim Loan Facility, trade credit and other liabilities.  The Company
         is pursuing a plan to become the European leader of internet solutions.
         The Company intends to use the remaining net proceeds from the sales to
         fund potential  future  operating  losses and capital  expenditures  in
         pursuit of its new business plan. Additional requirements,  if any, may
         be funded  through debt  facilities and  additional  equity  financing.
         There can be no assurance that sufficient debt or equity financing will
         be available in the future on terms acceptable to the Company.  If such
         financing is not  obtained as needed,  the Company will have to curtail
         or 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.



                                       6
<PAGE>

         Accounts Receivable
         -------------------

         Accounts  receivable  includes  unbilled  amounts  of $0.3  million  at
         September 30, 2000. This amount  represents  hours incurred by VIS-Able
         employees on consulting  engagements that have not yet been invoiced to
         customers.  The timing of invoicing  is  dependent  on the  contractual
         arrangements made with the respective customers.

         Foreign Currency
         ----------------

         Gains and  losses  on  translation  of the  accounts  of the  Company's
         non-U.S.  operations,  including intercompany balances invested for the
         foreseeable  future,  are  accumulated  and  reported as a component of
         accumulated other comprehensive income in shareholders' equity.

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

         The treasury  stock method was used to calculate  the weighted  average
         shares  outstanding  for warrants and options in 2000. For 1999 and for
         the three months ended  September 30, 2000,  basic and diluted loss per
         share are the same because all dilutive  securities had an antidilutive
         effect on loss per share.

         New Accounting Pronouncements
         -----------------------------

         In June 1999, the Financial  Accounting Standards Board ("FASB") issued
         Statement of Financial  Accounting  Standards No. 137 ("SFAS No. 137"),
         Accounting for Derivative Instruments and Hedging  Activities--Deferral
         of the  Effective  Date of FASB  Statement  #133.  SFAS #137 defers the
         effective date of SFAS No. 133,  Accounting for Derivative  Instruments
         and Hedging Activities,  to 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  does not  believe  that this  statement  will have a  material
         effect on its consolidated financial statements.


(2)      COMPREHENSIVE INCOME
         --------------------

         Total comprehensive income (loss) for the quarter and nine months ended
         September 30, 2000 and 1999 was as follows:

<TABLE>

                                              Three Months Ended          Nine Months Ended
                                                September 30,               September 30,
                                              2000        1999            2000         1999
                                              ----        ----            ----         ----
        <S>                                  <C>         <C>              <C>         <C>
        Net earnings (loss)                  $(6,042)    $(36,327)        $260,928    $(94,656)
        Foreign currency translation          (2,508)      (1,432)           5,431       1,920
                                              -------  -----------        -------     --------

        Total comprehensive income (loss)    $(8,550)    $(37,759)        $266,359    $(92,736)
                                             ========    =========        ========    =========

</TABLE>

(3)      DISPOSITIONS
         ------------

         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  recorded  a gain of
         approximately $353.1 million in the first quarter of 2000. In the third
         quarter of 2000, the gain decreased to $346.9  million,  primarily as a
         result of a $6.0 million  refund of the purchase  price made to Energis
         in November  2000 upon  resolution of certain sale  contingencies.  The
         third quarter income tax benefit of $2.4 million  primarily  relates to
         the tax impact of the $6.0 million  reduction in sale price. The income
         tax  provision  recorded in the first  quarter of 2000 of $85.0 million
         was  based




                                       7
<PAGE>

         on a preliminary  estimate of the tax due on the sale of EnerTel.  This
         estimate  is still being  evaluated  and could  materially  change from
         amounts  previously  recorded.   Management  believes  that  the  final
         calculation  will  result in a decrease  to the  income  tax  provision
         recorded 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  collapsed  in the  Company's
         December 31, 1999 financial statements, and are reflected as net assets
         held for sale. Only the net assets of TNC remain as net assets held for
         sale as of  September  30,  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.


(4)      ACQUISITION
         -----------

         On September 15, 2000, the Company  acquired all of the common stock of
         Sweden based VIS-Able International AB and its affiliates ("VIS-Able"),
         pursuant to a Stock Purchase  Agreement  dated  September 15, 2000, for
         approximately  $17.7 million,  net of liabilities assumed and including
         the payment of certain fees and  expenses.  The payment of $2.7 million
         of the  purchase  price was  deferred  for one year  pending any claims
         against the  representations  and warranties made in the Stock Purchase
         Agreement.  This amount is recorded on the  Company's  balance sheet in
         Other Current  Liabilities and is collateralized by a Letter of Credit,
         which expires one year from the acquisition date.

         The  acquisition  was recorded under the purchase method of accounting,
         and  accordingly,  the  results of  operations  of  VIS-Able  have been
         included in the  consolidated  financial  statements  since the date of
         acquisition.  The purchase  price has been  preliminarily  allocated to
         assets  acquired  and  liabilities  assumed  based on their fair market
         value  at  the  date  of  the  acquisition  as  summarized   below  (in
         thousands):

                   Current assets                                        $727
                   Long-term assets                                       372
                   Goodwill                                            17,749
                   Current liabilities                                  (994)
                   Long-term liabilities                                (119)
                                                                        -----
                   Purchase price                                     $17,735
                                                                      =======

         Goodwill of $17.7 million is being amortized on a  straight-line  basis
         over five years.


(5)      CHANGES IN EQUITY
         -----------------

         In July 2000,  the  stockholders  approved an increase in the number of
         authorized  shares of the  Company's  common stock from  65,000,000  to
         200,000,000.

         On February 9, 2000,  The Heico  Companies,  LLC elected to convert the
         $2.0 million  outstanding  note into 1,000 shares of Series G Preferred
         Stock. Negotiations were finalized and the preferred shares were issued
         in  August  2000.  The  Company  has  designated  1,000  shares  of its
         preferred stock to be Series G Convertible Preferred Stock ("Series G")
         with a par value of $0.0001 per




                                       8
<PAGE>

         share  and a  stated  value  of  $2,000  per  share.  The  Series  G is
         non-cumulative and bears dividends at the rate of 7% per annum, payable
         in cash at the option of the Company.  The Series G is  convertible  at
         any time at the option of the holder, and will be mandatorily converted
         upon the  occurrence  of certain  events,  at a rate of 1,000 shares of
         common stock for each share of preferred stock. Holders of the Series G
         have  voting  rights  equal to 1,000  votes  per  share on all  matters
         submitted  to a vote  of the  stockholders  of the  Company.  Both  the
         conversion  rate and the number of votes per share may be adjusted from
         time to time under the terms of the Series G.

         During the nine months ended  September  30, 2000,  various  holders of
         warrants issued in connection with the Company's  Interim Loan Facility
         exercised their warrants for 2,995,751  shares of the Company's  common
         stock. At September 30, 2000, 2,989,855 warrants remained outstanding.

         During the nine months  ended  September  30, 2000,  339,009  shares of
         common stock were issued upon  exercise of options.  At  September  30,
         2000, 8,865,141 options were outstanding.


(6)      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 were named as defendants, as were
         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  Southern  Division  of the
         Eastern  District of Michigan  (the "MIDCOM  Lawsuit"),  MIDCOM  sought
         payment of over  $600,000 for services  allegedly  provided to TCLP and
         the Company,  together with other  damages,  attorney fees and costs. A
         settlement of the MIDCOM Lawsuit was approved by the  bankruptcy  court
         supervising  MIDCOM's  liquidation on November 3, 2000. Pursuant to the
         settlement,  the Company paid $200,000 in exchange for dismissal of the
         MIDCOM Lawsuit with prejudice.

         The Company is a defendant in litigation filed in the District Court of
         The Hague,  The  Netherlands.  The case,  filed in 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.  The litigation seeks damages in an amount exceeding
         $20 million and the award of 2,350,000  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  and  seek  unspecified  compensatory
         damages, interest, attorneys' fees and costs of litigation. These cases
         are  currently  pending on  defendants'  motions to dismiss.  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 lawsuits or claims




                                       9
<PAGE>

         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.




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.  On November 11, 1999, the Company entered
         into a series of definitive agreements




                                       10
<PAGE>

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

         In the second  quarter of 2000,  the Company  announced a new  business
         strategy,  focused  on the  delivery  of  Internet  solutions  for  the
         European marketplace. In addition to web-enabled application solutions,
         the Company  intends to provide a complete  managed Web hosting service
         portfolio - including network management, colocation services, internet
         connectivity,  ASP support  services,  backups and disaster  recovery -
         providing  end-to-end  service  to  corporations,  as well  as  service
         providers,   enabling  them  to  completely  outsource  their  Internet
         operations.  The choice of this new  business  strategy was a result of
         extensive   investigation   by  the  Company  through  its  independent
         consultants to assess growth  opportunities  in the  telecommunications
         and related industries and to identify high potential markets for these
         industries.  According to Forrester Research,  in 1999 the European Web
         hosting market generated  approximately  $500.0 million in revenues and
         is expected to generate  $18.0 billion in revenues by 2003. The Company
         believes that the market is currently  under-served  by small companies
         lacking the necessary scale, presence, resources and expertise required
         to satisfy the demands of mid-to-large sized companies, and it believes
         it has  the  management  resources  and  market,  product  and  service
         expertise to become a leading provider in this market. In addition, the
         Company  believes that providing  wireless  access to the Internet also
         offers an opportunity to enhance shareholder value and intends to focus
         on such market as well.

         The Company constructed a new internet solutions SuperCentre in Dublin,
         Ireland,  which became operational in early October and was designed to
         meet the  specific  needs of its  various  services.  The  SuperCentre,
         located in close  proximity  to redundant  fiber  routes from  multiple
         providers,  is  expected  to serve  as the  flagship  to the  Company's
         Internet Solution  Centres,  which the Company expects to locate in key
         European cities. Under an agreement with Global Crossings,  brokered by
         the Irish  government,  WorldPort has gained access to bandwidth on the
         trans-Atlantic  and  pan-European  fiber optic networks,  which connect
         Ireland  with the U.S.,  the U.K.,  and most of the leading  markets in
         Western  Europe.  The Company has  successfully  hired a new management
         team with extensive experience in the telecommunications,  web hosting,
         and  internet  solutions  markets to  design,  build and  maintain  the
         SuperCentre  and manage  operations and sales  throughout  Europe.  The
         Company is also developing products and services to offer its customers
         and negotiating with various  strategic  partners for the marketing and
         selling of complementary  products and services (although no assurances
         can be given as to any  successful  development of a product or service
         or the successful completion of any such negotiations).

         On September 15, 2000, the Company  acquired all of the common stock of
         Sweden based VIS-Able International AB and its affiliates ("VIS-Able"),
         pursuant to a Stock Purchase  Agreement  dated  September 15, 2000, for
         approximately  $17.7 million,  net of liabilities assumed and including
         the payment of certain fees and  expenses.  The payment of $2.7 million
         of the  purchase  price was  deferred  for one year  pending any claims
         against the  representations  and warranties made in the Stock Purchase
         Agreement.  This amount is  collateralized  by a Letter of Credit which
         expires  one year  from the  acquisition  date.  Vis-Able  is a leading
         professional   services   firm,   specializing   in   complex   systems
         development,  consulting, WAP integration and web hosting, with offices
         in Sweden,  Belgium,  the U.S. and the U.K.  The  VIS-Able  acquisition
         gives the Company  access to more than 3,500  customers,  an additional
         fully  operational  data center,  Internet  consulting and  application
         design and development expertise, and 61 skilled employees.

         With the  opening  of the Dublin  SuperCentre  and the  acquisition  of
         VIS-Able,  the  Company  had  173  employees  in five  countries  as of
         September 30, 2000.

         The  Company  intends to fund  potential  future  operating  losses and
         capital  expenditures  required to pursue its new business  plan out of
         net proceeds remaining from the sales referred to above.




                                       11
<PAGE>

         Currently,  the Company  anticipates that  approximately $30 million of
         capital expenditures will be required during the fourth quarter of 2000
         to pursue its business  plan.  The Company  believes that its currently
         available  cash  resources  will be  sufficient  to fund these  capital
         expenditures as well as operating losses expected to be incurred during
         that period.  Additional  requirements,  if any, may be funded  through
         debt facilities and equity financings not yet arranged.  However, there
         can be no  assurance  that  sufficient  financing  will be available on
         terms  acceptable to the Company.  If such  financing is not available,
         the Company will have to curtail or alter its business plan and/or seek
         alternative financing.

         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
         the  Interim  Loan  Facility  was in place  are not  comparable  to the
         current period and are not  representative  of what future results will
         be.

         During the three months ended September 30, 2000, the Company had a net
         loss of $6.0 million,  compared to a net loss of $36.3  million  during
         the same period in 1999.  Current  quarter  operating  expenses of $5.9
         million  include  approximately  $5.1 million  incurred  primarily  for
         salaries,  facility costs and professional services associated with the
         execution of the new business plan. Also included in operating expenses
         for the  current  quarter is $0.2  million of  amortization  expense on
         goodwill from the  acquisition  of VIS-Able  since  September 15, 2000.
         Goodwill is being amortizing over a five year period. The first quarter
         gain  on the  sale  of  EnerTel  was  reduced  in the  current  quarter
         primarily to recognize a $6.0 million refund of the purchase price made
         to  Energis  in  November  2000 upon the  resolution  of  certain  sale
         contingencies.  Net  interest  income of $3.3 million  represents  $3.4
         million of interest income on the Company's cash and cash  equivalents,
         offset by $0.1 million of interest expense on capital leases. The third
         quarter income tax benefit of $2.4 million primarily relates to the tax
         impact  of the $6.0  million  reduction  in the sale  price of  EnerTel
         discussed above.

         During the nine months ended  September  30, 2000,  the Company had net
         income  of  $260.9  million,  compared  to a net loss of $94.7  million
         during the same  period in 1999.  Current  year-to-date  net income was
         substantially  comprised  of a gain of $346.9  million upon the sale of
         EnerTel,  offset  partially by a tax  provision of $82.6  million.  The
         income tax  provision  recorded  in the first  quarter of 2000 of $85.0
         million was based on a preliminary  estimate of the tax due on the sale
         of EnerTel. This estimate is still being evaluated and could materially
         change from amounts previously  recorded.  Management believes that the
         final calculation will result in a decrease to the income tax provision
         recorded  in the  first  quarter  of  2000.  The  Company's  operations
         incurred  pre-tax  losses of $3.4  million  for the nine  months  ended
         September  30, 2000.  Included in the losses  incurred  during the nine
         months ended  September 30, 1999 are the  operating  results of EnerTel
         and IIC, as well as general expenses related to the Company's worldwide
         business development and financing activities.  Included in the results
         of  operations  for the nine months  ended  September  30, 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
         -------------------------------

         The Company had working capital of $126.1 million and ($80.1)  million,
         and cash of $178.7 million and $1.1 million,  at September 30, 2000 and
         December  31,  1999,   respectively.   The  EnerTel  sale   transaction
         contributed  substantially  all of the working capital  increase to the
         Company in 2000, offset partially by current year capital  expenditures
         and operating costs.

         Operations  used $3.3  million and $53.8  million  during the three and
         nine months ended  September 30, 2000,  due primarily to the payment of
         income  taxes   related  to  the  taxable  gain  on  the  EnerTel  sale
         transaction.  Excluding the income tax payments, the operating costs of
         the Company have been  substantially  funded by interest  income on the
         Company's cash balance.



                                       12
<PAGE>

         Investing  activities  used $63.5 million during the three months ended
         September 30, 2000,  which  consisted of $39.7 million of  construction
         costs  associated  with the buildout of the  Company's  SuperCentre  in
         Ireland,  $17.7  million for the  acquisition  of VIS-Able,  and the $6
         million  refund  of  the  purchase  price  made  to  Energis  upon  the
         resolution of certain sale contingencies. Investing activities provided
         $391.1  million  during  the nine  months  ended  September  30,  2000,
         primarily  consisting of the proceeds from the EnerTel sale transaction
         of $453.2 million, offset by year-to-date capital expenditures of $44.4
         million and the acquisition of VIS-Able for $17.7 million.

         Financing  activities  used $158.9 million during the nine months ended
         September  30, 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  intends to fund  potential  future  operating  losses and
         capital  expenditures  required to pursue its new business  plan out of
         net proceeds remaining from the sales referred to above. Currently, the
         Company   anticipates  that   approximately   $30  million  of  capital
         expenditures  will be  required  during the  fourth  quarter of 2000 to
         pursue its  business  plan.  The Company  believes  that its  currently
         available  cash  resources  will be  sufficient  to fund these  capital
         expenditures as well as operating losses expected to be incurred during
         that period.  Additional  requirements,  if any, may be funded  through
         debt facilities and equity financings not yet arranged.  However, there
         can be no  assurance  that  sufficient  financing  will be available on
         terms  acceptable to the Company.  If such  financing is not available,
         the  Company  will have to curtail or alter its current  business  plan
         and/or seek alternative financing.



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.



                                       13
<PAGE>


                           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 were named as defendants, as were
         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  Southern  Division  of the
         Eastern  District of Michigan  (the "MIDCOM  Lawsuit"),  MIDCOM  sought
         payment of over  $600,000 for services  allegedly  provided to TCLP and
         the Company,  together with other  damages,  attorney fees and costs. A
         settlement of the MIDCOM Lawsuit was approved by the  bankruptcy  court
         supervising  MIDCOM's  liquidation on November 3, 2000. Pursuant to the
         settlement,  the Company paid $200,000 in exchange for dismissal of the
         MIDCOM Lawsuit with prejudice.

         The Company is a defendant in litigation filed in the District Court of
         The Hague,  The  Netherlands.  The case,  filed in 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.  The litigation seeks damages in an amount exceeding
         $20 million and the award of 2,350,000  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  and  seek  unspecified  compensatory
         damages, interest, attorneys' fees and costs of litigation. These cases
         are  currently  pending on  defendants'  motions to dismiss.  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 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.



ITEM 2.  CHANGES IN SECURITIES

         In July 2000,  the  stockholders  approved an increase in the number of
         authorized  shares of the  Company's  common stock from  65,000,000  to
         200,000,000.

         On February 9, 2000,  The Heico  Companies,  LLC elected to convert the
         $2.0 million  outstanding  note into 1,000 shares of Series G Preferred
         Stock. Negotiations were finalized and the preferred shares were issued
         in  August  2000.  The  Company  has  designated  1,000  shares  of its
         preferred


                                       14
<PAGE>

         stock to be Series G Convertible  Preferred  Stock  ("Series G") with a
         par value of $0.0001 per share and a stated  value of $2,000 per share.
         The Series G is  non-cumulative  and bears  dividends at the rate of 7%
         per annum,  payable in cash at the option of the Company.  The Series G
         is  convertible  at any time at the option of the  holder,  and will be
         mandatorily  converted upon the occurrence of certain events, at a rate
         of 1,000  shares of common  stock for each  share of  preferred  stock.
         Holders of the Series G have  voting  rights  equal to 1,000  votes per
         share on all matters  submitted  to a vote of the  stockholders  of the
         Company. Both the conversion rate and the number of votes per share may
         be adjusted from time to time under the terms of the Series G.

         During  the  quarter  ended  September  30,  2000,  various  holders of
         warrants issued in connection with the Company's  Interim Loan Facility
         exercised  their  warrants for 693,734  shares of the Company's  common
         stock.  Also during this quarter,  124,243  shares of common stock were
         issued  to  various  persons  upon  exercise  of  options  not  under a
         registered plan. There was also an issuance of 100,000 shares of common
         stock to a third party in lieu of payment for legal services.

         The  issuances  of these  shares were 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 August 24, 2000 to
         announce  the  purchase  by  Michael  E.  Heisley,  Sr.  and The  Heico
         Companies L.L.C. of 1,636,743 shares of common stock, 922,361 shares of
         Series B preferred stock and 316,921 shares of Series D preferred stock
         from third parties.

         The Company filed a Current Report on Form 8-K on September 15, 2000 to
         announce the  acquisition  of all of the common  stock of  Sweden-based
         VIS-Able International AB and its affiliates.

         The  Company  filed a Current  Report on Form 8-K on October 2, 2000 to
         announce the opening of its SuperCentre in Dublin, Ireland on that date
         and to discuss the Company's current business plan.

         The  Company  filed a Current  Report on Form 8-K on October 3, 2000 to
         announce the promotion of James Martin from Chief Technology Officer to
         President  and Chief  Operating  Officer and the  appointment  of Emily
         Heisley Stoeckel to fill a vacancy in the Board of Directors.



                                       15
<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:    November 14, 2000           By:  /s/ John T. Hanson
                                                  ------------------------------
                                                   John T. Hanson
                                                   Chief Financial Officer



                                       16