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

                                  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, 2001.

                                       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 May 8, 2001, the Registrant had 38,050,352 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
                    March 31, 2001 (unaudited) and December 31, 2000...       3

                    Condensed Consolidated Statements of Operations
                    for the Three Months Ended March 31, 2001
                    (unaudited) and 2000 (unaudited)...................       4

                    Condensed Consolidated Statements of Cash Flows for the
                    Three Months Ended March 31, 2001 (unaudited)
                    and 2000 (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........................................       12

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

       Item 1.      Legal Proceedings..................................       13

       Item 2.      Changes in Securities..............................       13

       Item 6.      Exhibits and Reports on Form 8-K...................       14


SIGNATURE..............................................................       15

                                       2


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                                                MARCH 31,       DECEMBER 31,
                                                                                                   2001             2000
                                                                                                   ----             ----
                                         ASSETS                                                (UNAUDITED)
<S>                                                                                               <C>              <C>
CURRENT ASSETS:
    Cash and cash equivalents...................................................                  $115,583         $132,396
    Accounts receivable, net of allowance for doubtful accounts
         of $45 and $21, respectively...........................................                     1,687            1,220
    VAT receivable..............................................................                     8,578            8,092
    Other current assets........................................................                     8,322            8,296
    Net assets held for sale....................................................                     1,350            1,350
                                                                                                 ---------         --------
                  Total current assets..........................................                   135,520          151,354

    PROPERTY AND EQUIPMENT, net.................................................                    71,895           62,361
    GOODWILL, net of accumulated amortization of $1,862 and $1,060, respectively .                  15,327           17,114
    OTHER ASSETS................................................................                     1,062            1,088
                                                                                                 ---------         --------
                       TOTAL ASSETS.............................................                 $ 223,804         $231,917
                                                                                                 =========         ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable...........................................................                   $14,055           $7,779
     Accrued expenses...........................................................                     8,522            7,898
     Current portion of obligations under capital leases .......................                     3,406            3,812
     Other current liabilities..................................................                     5,763            6,200
                                                                                                 ---------         --------
                    Total current liabilities...................................                    31,746           25,689

      Long-term liabilities.....................................................                        45               46
                                                                                                 ---------         --------
                    Total liabilities...........................................                    31,791           25,735

STOCKHOLDERS' EQUITY:
     Undesignated preferred stock, $0.0001 par value, 4,004,000 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 shares authorized, 33,950,352
        shares issued and outstanding...........................................                         3                3
     Warrants...................................................................                     2,611            2,611
     Additional paid-in capital.................................................                   175,739          175,739
     Accumulated other comprehensive income (loss)..............................                   (3,382)            2,050
     Retained earnings..........................................................                    17,042           25,779
                                                                                                 ---------         --------
                    Total stockholders' equity .................................                   192,013          206,182
                                                                                                 ---------         --------

                    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................                 $ 223,804         $231,917
                                                                                                 =========         ========
            The accompanying notes are an integral part of these condensed consolidated financial statements.

</TABLE>

                                       3

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                      ----------------------------------
                                                                                           2001              2000
                                                                                           ----              ----
                                                                                        (unaudited)      (unaudited)
                                                                                        -----------      -----------

<S>                                                                                            <C>               <C>
REVENUES....................................................                                   $2,482            $5,093

COST OF SERVICES............................................                                    3,970             3,061
                                                                                            ---------         ---------
     Gross margin...........................................                                  (1,488)             2,032

OPERATING EXPENSES:
     Selling, general and administrative expenses...........                                    6,488             8,218
     Depreciation and amortization..........................                                    2,653               449
                                                                                            ---------         ---------
          Operating loss....................................                                 (10,629)           (6,635)

OTHER EXPENSE:
     Interest income........................................                                    1,838             4,890
     Interest expense.......................................                                     (81)             (424)
    Gain on sale of assets..................................                                       --           353,095
     Other income (expense).................................                                       15             2,639
                                                                                            ---------         ---------

INCOME (LOSS) BEFORE INCOME TAXES...........................                                  (8,857)           353,565

INCOME TAX PROVISION (BENEFIT)..............................                                    (120)            85,000
                                                                                            ---------         ---------

NET INCOME (LOSS)...........................................                                $ (8,737)         $ 268,565
                                                                                            =========         =========

NET INCOME (LOSS) PER SHARE:
   BASIC....................................................                                 $ (0.26)            $ 9.44
                                                                                            =========         =========
   DILUTED..................................................                                 $ (0.26)            $ 4.82
                                                                                            =========         =========

SHARES USED IN NET INCOME (LOSS) PER SHARE
  CALCULATION:

    BASIC...................................................                                   33,950            28,449
     CONVERTIBLE PREFERRED STOCK.................                                                  --            21,103
     WARRANTS.................................................                                     --             2,849
     OPTIONS................................................                                       --             3,278
                                                                                            ---------         ---------
     DILUTED................................................                                   33,950            55,679
                                                                                            =========         =========

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

</TABLE>

                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                      -----------------------------------
                                                                                                  March 31,
                                                                                                  --------
                                                                                           2001               2000
                                                                                           ----               ----
                                                                                        (unaudited)       (unaudited)
                                                                                        -----------       -----------
<S>                                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................................................................        $ (8,737)           $ 268,565
Adjustments to reconcile net income (loss) to net cash flows from operating
activities:
          Depreciation and amortization.............................................            2,444                 449
          Amortization of goodwill..................................................              896                  --
          Gain on sale of assets....................................................               --           (353,095)
          Change in accounts receivable, net........................................            (570)               1,126
          Change in VAT receivable..................................................          (1,069)                  --
          Change in other assets....................................................             (54)               (386)
          Change in accounts payable, accrued expenses and other liabilities........            7,316             (9,152)
          Change in income taxes payable............................................            (120)              85,000
                                                                                            ---------           ---------

                    Net cash flows from operating activities........................              106             (7,493)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Capital expenditures......................................................         (16,587)                (15)
          Sale of assets............................................................               --             459,405
                                                                                            ---------           ---------

                    Net cash flows from investing activities........................         (16,587)             459,390

CASH FLOWS FROM FINANCING ACTIVITIES:
      Principal payments on obligations under capital leases........................            (405)               (134)
      Repayment of Interim Loan Facility............................................               --           (147,541)
      Repayment on note payable - related party.....................................               --            (10,981)
      Exercise of stock options and warrants........................................               --                  87
                                                                                            ---------           ---------

                    Net cash flows from by financing activities.....................            (405)           (158,569)

Effect of exchange rate changes on cash and cash equivalents........................               73                 (3)
                                                                                            ---------           ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................         (16,813)             293,325

CASH AND CASH EQUIVALENTS, beginning of the period..................................          132,396               1,149
                                                                                            ---------           ---------

CASH AND CASH EQUIVALENTS, end of the period........................................        $ 115,583           $ 294,474
                                                                                            =========           =========
CASH PAID DURING THE PERIOD FOR INTEREST............................................        $      72           $     410
                                                                                            =========           =========

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





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

                WorldportCommunications, Inc., a Delaware corporation (together
         with its subsidiaries, the "Company"), is pursuing a plan to become the
         leading European provider of Internet solutions. Until consummation of
         the sale transactions described in Note 3, the Company was a
         facilities-based global telecommunications carrier.

         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, 2000.

                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, 2001, and the results of operations and cash flows for the
         three months ended March 31, 2001 and 2000. The results of operations
         for the three months ended March 31, 2001, are not necessarily
         indicative of the operating results for the full year.

         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.

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

                  Accounts receivable includes unbilled amounts of $0.3 million
         at March 31, 2001 and December 31, 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
         ----------------

                The assets and liabilities of non-U.S. subsidiaries are
         translated at month-end rates of exchange, and income statement items
         are translated at the average rates prevailing during the period. The
         resulting translation adjustment is recorded as a component of
         stockholders' equity. Exchange gains and losses on intercompany
         balances of a long-term investment nature are also recorded as a
         component of stockholders' equity. All other exchange gains and losses
         are recorded in income on a current basis.

                                       6

<PAGE>

                The Company currently uses derivative instruments to hedge its
         foreign currency exposure only on a limited basis under short-term
         transaction-based cash flow hedges. Accordingly, the Company is not
         subject to any additional significant foreign currency market risk
         other than normal fluctuations in exchange rates. At March 31, 2001,
         there were no foreign currency hedge contracts outstanding.

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

                The treasury stock method was used to calculate the weighted
         average shares outstanding for warrants and options in 2000. For 2001,
         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 ("SAFS") No. 137,
         "Accounting for Derivative Instruments and Hedging Activities--Deferral
         of the Effective Date of FASB Statement No. 133". SFAS No. 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 adopted SFAS No. 133 on January 1, 2001, which
         had no impact on the consolidated financial statements.


(2)      COMPREHENSIVE INCOME

                Total comprehensive income (loss) for the three months ended
         March 31, 2001 and 2000 was as follows:

                                                       THREE MONTHS ENDED
                                                             MARCH 31,
                                                   -----------------------------
                                                      2001              2000
                                                      ----              ----
               Net earnings (loss)                  $  (8,737)       $ 268,565

               Foreign currency translation            (5,432)           7,939
                                                    ----------       ---------
               Total comprehensive income (loss)    $ (14,169)       $ 276,504
                                                    ==========       =========

(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"). The sale was
         consummated on January 14, 2000 for $459.4 million, net of certain
         transaction expenses. The Company recorded a gain of approximately
         $353.1 million in the first quarter of 2000.

                On February 29, 2000, the Company sold International
         Interconnect, Inc. ("IIC") for $0.3 million, a portion of which was in
         the form of a note. The Company continues to pursue the sale of
         Telenational Communications, Inc. ("TNC"), but to date does not have a
         definitive sale arrangement. The net assets of TNC remain as net assets
         held for sale as of March 31, 2001.


(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

                                       7

<PAGE>

         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 Accrued Expenses 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                          $    754
                    Long-term assets                             387
                    Goodwill                                  17,792
                    Current liabilities                      (1,079)
                    Long-term liabilities                      (119)
                                                            --------
                    Purchase price                          $ 17,735
                                                            --------

                Goodwill of $17.8 million is being amortized on a straight-line
         basis over five years.


(5)      CONTINGENCIES

                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, alleges 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. Preliminary settlement
         terms have been reached by the parties, subject to negotiated
         documentation, however the litigation has not yet been dismissed. The
         outcome of this matter is not expected to have a material adverse
         effect on the consolidated financial position or results of operation
         of the Company.

                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. An agreement in principle to settle this case has
         been reached that is subject to negotiated documentation and court
         approval. There is no assurance that this settlement in principle will
         be finalized or approved. The outcome of this matter is not expected to
         have a material adverse effect on the consolidated financial position
         or results of operation of the Company.

                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.

                                       8


<PAGE>

(6)      SUBSEQUENT EVENT

                On April 26, 2001, the Company acquired all of the outstanding
         stock of Hostmark entities in the U.K., Sweden and Germany ("Hostmark")
         for 5.1 million shares of the Company's common stock. 4.1 million
         shares were issued on the acquisition date and the remaining one
         million shares will be issued one year from the acquisition date,
         pursuant to contingency provisions.





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, and Section 21E
         of the Securities Exchange Act of 1934, as amended, 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; as
         further explained in Item 1 of the Company's Annual Report on Form 10-K
         for the year ended December 31, 2000. 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 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, 2000.


         OVERVIEW
         --------

                Until consummation of the sales transactions described below,
         the Company was a facilities-based global telecommunications carrier.
         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"). The sale was consummated on
         January 14, 2000 for $459.4 million, net of certain transaction
         expenses. 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. The Company continues to
         pursue the sale of Telenational Communications, Inc. ("TNC") but to
         date does not have a definitive sale arrangement.

                                       9


<PAGE>

                In the second quarter of 2000, the Company announced a new
         business strategy, focused on the delivery of Internet solutions to
         global companies doing business in 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 data, backup, storage 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 it has the management resources and market, product and
         service expertise to become a leading provider in this market.

                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. 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 the
         majority of major leading markets in Western Europe. The Company has
         successfully hired a management team with extensive experience in the
         Web hosting, Internet solutions and telecommunications markets to
         design, build and manage its web hosting operations and sales
         throughout Europe. The Company is also developing products and services
         to offer its customers and is 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 April 26, 2001, the Company acquired all of the outstanding
         stock of Hostmark entities in the U.K., Sweden and Germany ("Hostmark")
         for 5.1 million shares of the Company's common stock. 4.1 million
         shares was issued on the acquisition date and the remaining one million
         shares will be issued one year from the acquisition date, pursuant to
         contingency provisions. Hostmark is a provider of secure, high quality
         Web hosting and professional services with state-of-the-art Internet
         solution centers in London, Stockholm and Frankfurt. The newly acquired
         centers comprise 153,000 square feet and were recently completed. With
         the acquisition of Hostmark, Worldport has accelerated its plan of
         establishing three to five Internet solution centers in key Tier 1
         European cities during 2001.

                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 gave
         the Company access to more than 3,500 customers, a fully operational
         data center, and Internet consulting and application design and
         development expertise supported by 61 skilled professional employees.

                The Company had 228 employees in five countries as of March 31,
         2001. After the acquisition of Hostmark in April 2001, the Company grew
         to over 350 employees in six countries.

                The Company intends to fund potential future operating losses
         and capital expenditures required to pursue its new business plan out
         of its existing cash balance. 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

                                       10

<PAGE>

         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. As part of that new
         business plan, in September 2000, the Company acquired VIS-able and, in
         October 2000, the Company's Dublin SuperCentre was opened. Accordingly,
         the historical results of operations for prior periods are not
         comparable to the current period and are not representative of what
         future results will be. The results of operations for EnerTel and IIC
         are included through their dates of sale (January 14, 2000 and February
         29, 2000, respectively) and the results of operations for VIS-able are
         included from its date of acquisition (September 15, 2000).


                Revenues for the quarter ended March 31, 2001 of $2.5 million
         included $1.4 million generated from Web hosting services and Internet
         professional services provided by the newly acquired VIS-able
         operations (since its date of acquisition) and the recently opened
         Dublin SuperCentre. Revenues for the first quarter of 2000 were $5.1
         million and included $4.1 million from EnerTel and IIC (through their
         dates of sale). First quarter revenue from TNC (an asset which is
         currently held for sale) increased slightly year over year.

                Cost of sales for the first quarter of 2001 of $4.0 million
         included $3.3 million of costs for VIS-able and the Dublin SuperCentre.
         Cost of sales for the quarter ended March 31, 2000 was $3.1 million and
         included $2.5 million from the sold operations. First quarter cost of
         sales from TNC increased slightly from 2000. Included in current year
         cost of sales are salaries and benefits on direct labor employees,
         depreciation expense on revenue-generating assets and facility and
         bandwidth costs for the Web hosting operations. Cost of sales currently
         exceeds revenue as a result of excess capacity in the recently opened
         Dublin SuperCentre. As this excess capacity is utilized, revenues are
         expected to increase at a much faster pace than costs.

                Selling, general and administrative ("SG&A") expenses for the
         quarter ended March 31, 2001 were $6.5 million, of which $6.1 million
         of costs primarily represented salaries, facility costs (for offices
         other than the data centers) and professional services associated with
         the execution of the new business plan. SG&A expenses for the first
         quarter of 2000 of $8.2 million primarily related to the wind down of
         the carrier operations.

                Depreciation and amortization expense was $2.7 million for the
         first quarter of 2001, compared to $0.4 million in the prior year first
         quarter. The current quarter primarily includes $1.6 million of
         depreciation expense on non-revenue generating assets in Dublin and
         $0.8 million of amortization expense on goodwill from the acquisition
         of VIS-able. Goodwill is being amortizing over a five-year period.

                Interest income was $1.8 million and $4.9 million for the
         quarters ended March 31, 2001 and 2000, respectively, and is
         attributable to the Company's cash and cash equivalents obtained from
         the sale of Enertel. The gain on sale of assets of $353.1 million in
         the first quarter of 2000 represents the gain on the sale of EnerTel in
         January 2000. Other income of $2.6 million at March 31, 2000 primarily
         represented foreign exchange gains and losses incurred by EnerTel prior
         to its sale.

                An $85.0 million tax provision was recorded in the first quarter
         of 2000 based on a preliminary estimate of the tax due on the sale of
         EnerTel, offset partially by the realization of the Company's net
         operating loss carry forwards from previous years that had not been
         benefited for tax purposes. A $0.1 million tax benefit was recorded in
         the first quarter of 2001 to recognize 2001 U.S. tax losses, which can
         be carried back against 2000 taxable income for a refund.

                                       11


<PAGE>

                As a result, the Company had a net loss of $8.7 million in the
         first quarter of 2001, compared to net income of $268.6 million for the
         same period in 2000.


         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------

                The Company's current operations have been financed by the cash
         received from the sale of Enertel. The Company had cash of $115.6
         million and $132.4 million, and working capital of $103.8 million and
         $125.7 million, at March 31, 2001 and December 31, 2000, respectively.

                Operations provided $0.1 million during the three months ended
         March 31, 2001, due primarily to first quarter operating losses being
         offset by changes in working capital. Operations used $7.5 million in
         the first quarter of 2000 due primarily to changes in working capital.

                Investing activities used $16.6 million during the three months
         ended March 31, 2001 for capital expenditures, primarily on customer
         equipment and the Company's business and operating systems in the
         Dublin SuperCentre. Investing activities provided $459.4 million during
         the three months ended March 31, 2000, primarily consisting of the
         proceeds from the EnerTel sale transaction.

                Financing activities used $0.4 million during the three months
         ended March 31, 2001 for principal payments on capital leases.
         Financing activities used $158.6 million in the first quarter of 2000
         and primarily related to the repayment of the Interim Loan Facility 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 its existing cash balance. 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.

                                       12

<PAGE>


                           PART II. OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

                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, alleges 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. Preliminary settlement
         terms have been reached by the parties, subject to negotiated
         documentation, however the litigation has not yet been dismissed. The
         outcome of this matter is not expected to have a material adverse
         effect on the consolidated financial position or results of operation
         of the Company.

                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. An agreement in principle to settle this case has
         been reached that is subject to negotiated documentation and court
         approval. There is no assurance that this settlement in principle will
         be finalized or approved. The outcome of this matter is not expected to
         have a material adverse effect on the consolidated financial position
         or results of operation of the Company.

                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

                None.

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<PAGE>





ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  EXHIBIT
                     NO.     DESCRIPTION
                  -------    -----------

                  10.18      Lease Agreement by and between the Company, Channor
                             Limited and Blanchardstown Corporate Park, dated
                             August 3, 2000.

                  10.19      Amendment to Employment Agreement by and between
                             David Hickey and the Company, dated September 7,
                             1999.

                  10.20      Amendment to Employment Agreement by and between
                             John T. Hanson and the Company, dated August 9,
                             1999.




         (b)      REPORTS ON FORM 8-K


                None.



                                       14

<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 14, 2001           By:       /s/ John T. Hanson
                                                 ------------------------------
                                                 John T. Hanson
                                                 Chief Financial Officer





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