<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

(MARK ONE)

    [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
             EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                       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)

<TABLE>
<S>                                            <C>

                   DELAWARE                                      84-1127336
(State or other jurisdiction of incorporation             (IRS Employer ID Number)
                or organization)
                                                                   30144
          1825 BARRETT LAKES BLVD.,                              (Zip Code)
         SUITE 100, KENNESAW, GEORGIA
   (Address of principal executive offices)
</TABLE>

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

     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 August 6, 1999, the Registrant had 27,147,152 shares of Common Stock
par value $0.0001 outstanding.

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<PAGE>   2

                         WORLDPORT COMMUNICATIONS, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
PART I -- FINANCIAL INFORMATION
Item 1.  Financial Statements
  Condensed Consolidated Balance Sheets as of June 30, 1999
     (unaudited) and December 31, 1998......................
  Condensed Consolidated Statements of Operations For the
     Three and Six Months Ended June 30, 1999 and 1998
     (unaudited)............................................
  Condensed Consolidated Statements of Comprehensive Income
     for the Three and Six Months Ended June 30, 1999 and
     1998 (unaudited).......................................
  Condensed Consolidated Statements of Cash Flows for the
     Six Months Ended June 30, 1999 and 1998 (unaudited)....
  Notes to Condensed Consolidated Financial Statements
     (unaudited)............................................
Item 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations.......................
Item 3.  Quantitative and Qualitative Disclosures About
  Market Risk...............................................

PART II -- OTHER INFORMATION
Item 1.  Legal Proceedings..................................
Item 2.  Changes in Securities and Use of Proceeds..........
Item 6.  Exhibits and Reports on Form 8-K...................

SIGNATURE...................................................
</TABLE>

                                        i
<PAGE>   3

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                               JUNE 30,     DECEMBER 31,
                                                                 1999           1998
                                                              -----------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                         ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................   $   4,916      $  9,015
Accounts receivable, net of allowance for doubtful accounts
  of $763 and $1,054, respectively..........................      12,174        11,765
Receivable from related party...............................          --        32,500
Prepaid expenses and other current assets...................       4,939         3,021
                                                               ---------      --------
         Total current assets...............................      22,029        56,301
Property and equipment, net.................................     115,731        91,226
OTHER ASSETS:
Capacity held for resale....................................      14,600            --
Goodwill, net...............................................      41,331        43,190
Other intangibles, net......................................      20,427        21,851
Other assets, net...........................................       2,804         7,887
                                                               ---------      --------
         Total assets.......................................   $ 216,922      $220,455
                                                               =========      ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................   $  22,237      $ 25,335
Accrued expenses............................................      14,980        19,302
Current portion of obligations under capital leases.........       8,734         2,631
Current portion of notes payable............................       4,833            --
Other current liabilities...................................       2,404         1,952
Interim loan facility.......................................     134,935       110,926
                                                               ---------      --------
         Total current liabilities..........................     188,123       160,146
Long-term obligations under capital leases, net of current
  portion...................................................      29,136        17,539
Note payable, net of current portion........................      20,313        12,028
Other long-term liabilities.................................      11,504        11,375
                                                               ---------      --------
         Total liabilities..................................     249,076       201,088
                                                               ---------      --------
Minority interest...........................................          --         1,845
Commitments and contingencies (Note 3):
STOCKHOLDERS' (DEFICIT) EQUITY:
Undesignated preferred stock, $0.0001 par value, 4,800,000
  shares authorized, no shares issued and outstanding.......          --            --
Series A convertible preferred stock, $0.0001 par value,
  750,000 shares authorized, 81,944 and 493,889 shares
  issued and outstanding in 1999 and 1998, respectively.....          --            --
Series B convertible preferred stock, $0.0001 par value,
  3,000,000 shares authorized, 1,535,648 and 2,931,613
  shares issued and outstanding in 1999 and 1998,
  respectively..............................................          --            --
Series C convertible preferred stock, $0.0001 par value,
  1,450,000 shares authorized, 1,132,824 shares issued and
  outstanding in 1999 and 1998, respectively................          --            --
Common stock, $0.0001 par value, 65,000,000 shares
  authorized, 25,427,140 and 18,228,916 shares issued and
  outstanding in 1999 and 1998, respectively................           3             2
Warrants....................................................      26,136        28,263
Additional paid-in capital..................................      84,691        77,414
Unearned compensation expense...............................        (573)         (750)
Cumulative translation adjustment...........................      (3,395)       (6,747)
Accumulated deficit.........................................    (139,016)      (80,660)
                                                               ---------      --------
         Total stockholders' (deficit) equity...............     (32,154)       17,522
                                                               ---------      --------
         Total liabilities and stockholders' (deficit)
           equity...........................................   $ 216,922      $220,455
                                                               =========      ========
</TABLE>

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

                                        1
<PAGE>   4

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                                        JUNE 30,                JUNE 30,
                                                   -------------------     -------------------
                                                     1999       1998         1999       1998
                                                   --------    -------     --------    -------
<S>                                                <C>         <C>         <C>         <C>
Revenues.........................................  $ 24,521    $ 1,716     $ 42,796    $ 2,664
Cost of services.................................    18,668      1,617       30,736      2,507
                                                   --------    -------     --------    -------
          Gross margin...........................     5,853         99       12,060        156
OPERATING EXPENSES:
Selling, general and administrative expenses.....    12,974      3,997       25,623      6,252
Depreciation and amortization....................     5,759        866       11,031      1,497
                                                   --------    -------     --------    -------
Operating loss...................................   (12,880)    (4,764)     (24,594)    (7,593)
OTHER EXPENSE:
Interest expense, net............................   (18,914)      (665)     (34,524)      (841)
Other expense, net...............................      (176)        --       (1,056)        --
                                                   --------    -------     --------    -------
Loss before minority interest and income taxes...   (31,970)    (5,429)     (60,174)    (8,434)
Minority interest................................       647         --        1,850         --
                                                   --------    -------     --------    -------
Loss before income taxes.........................   (31,323)    (5,429)     (58,324)    (8,434)
Income tax provision.............................        --         --           --         --
                                                   --------    -------     --------    -------
          Net loss...............................  $(31,323)   $(5,429)    $(58,324)   $(8,434)
                                                   ========    =======     ========    =======
Net loss per share, basic and diluted............  $  (1.32)   $ (0.32)    $  (2.73)   $ (0.51)
                                                   ========    =======     ========    =======
Shares used in net loss per share calculation,
  basic and diluted..............................    23,739     16,829       21,336     16,402
                                                   ========    =======     ========    =======
</TABLE>

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

                                        2
<PAGE>   5

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                           (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                                        JUNE 30,                JUNE 30,
                                                   -------------------     -------------------
                                                     1999       1998         1999       1998
                                                   --------    -------     --------    -------
<S>                                                <C>         <C>         <C>         <C>
Net loss.........................................  $(31,323)   $(5,429)    $(58,324)   $(8,434)
Other comprehensive income, net of tax:
  Foreign currency translation adjustments.......     1,777         --        3,352         --
                                                   --------    -------     --------    -------
          Comprehensive loss.....................  $(29,546)   $(5,429)    $(54,972)   $(8,434)
                                                   ========    =======     ========    =======
</TABLE>

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

                                        3
<PAGE>   6

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  (UNAUDITED, IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                SIX MONTHS ENDED
                                                                    JUNE 30,
                                                              --------------------
                                                                1999       1998
                                                              --------   ---------
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................  $(58,324)  $  (8,434)
Adjustments to reconcile net loss to net cash used in
  operating activities --
  Depreciation and amortization.............................    11,031       1,497
  Non-cash interest expense.................................    30,795         263
  Non-cash compensation expense.............................       528         587
  Minority interest.........................................    (1,845)         --
  Change in accounts receivable.............................      (409)       (392)
  Change in prepaid expenses and other assets...............    (1,918)       (477)
  Change in accounts payable, accrued expenses and other
     liabilities............................................     1,924         666
                                                              --------   ---------
          Net cash used in operating activities.............   (18,218)     (6,290)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in connection with acquisitions, net of cash
  acquired..................................................        --    (113,950)
Deposits paid in conjunction with new business alliances....        --      (1,237)
Capital expenditures........................................   (16,228)       (126)
                                                              --------   ---------
          Net cash used in investing activities.............   (16,228)   (115,313)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from interim financing.............................        --     120,000
Principal payments on note payable -- related party.........      (150)       (365)
Principal payments on short-term debt.......................      (202)         --
Principal payments on obligations under capital leases......    (3,333)       (498)
Proceeds from exercise of stock options.....................     1,798          --
Proceeds from issuance of common stock, net of offering
  expenses..................................................        --         900
Proceeds from issuance of preferred stock, net of offering
  expenses..................................................    32,500      12,509
                                                              --------   ---------
          Net cash provided by financing activities.........    30,613     132,546
Effect of exchange rate changes on cash and cash
  equivalents...............................................      (266)         --
                                                              --------   ---------
          Net decrease in cash and cash equivalents.........    (4,099)     10,943
Cash and cash equivalents, beginning of the period..........     9,015         179
                                                              --------   ---------
Cash and cash equivalents, end of the period................  $  4,916   $  11,122
                                                              ========   =========
Cash paid during the period for interest....................  $  1,509   $     379
                                                              ========   =========
Cash paid during the period for income taxes................  $     --   $      --
                                                              ========   =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES:
Conversion of notes payable -- related parties and accrued
  interest for 230,627 shares of Series B preferred stock...  $     --   $   1,236
                                                              ========   =========
Issuance of 250,000 shares of Series B preferred stock for
  notes receivable..........................................  $     --   $   1,018
                                                              ========   =========
Acquisition of assets under capital lease and other
  financing facilities......................................  $ 31,473   $   1,986
                                                              ========   =========
Issuance of warrants in connection with Interim Loan........  $  3,656   $      --
                                                              ========   =========
Stock issued in ICX acquisition.............................  $     --   $     536
                                                              ========   =========
</TABLE>

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

                                        4
<PAGE>   7

                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization and Basis of Presentation

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

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

     In the opinion of the Company's management, the accompanying condensed
consolidated financial statements contain all adjustments necessary to present
fairly the Company's financial position as of June 30, 1999, and the results of
operations for the three and six months ended June 30, 1999 and 1998 and cash
flows for the six months ended June 30, 1999 and 1998. The results of operations
for the three and six months ended June 30, 1999 and 1998 are not necessarily
indicative of the operating results for the full year.

  Financial Condition

     The Company is subject to various risks in connection with the operation of
its business including, among other things, (i) an inability to repay the
Interim Loan Facility due August 18, 1999, (ii) changes in external competitive
market factors, (iii) termination of certain operating agreements or inability
to enter into additional operating agreements, (iv) inability to satisfy
anticipated working capital or other cash requirements, (v) changes in or
developments under domestic or foreign laws, regulations, licensing requirements
or telecommunications standards, (vi) changes in the availability of
transmission facilities, (vii) changes in the Company's business strategy or an
inability to execute its strategy due to unanticipated changes in the market,
(viii) various competitive factors that may prevent the Company from competing
successfully in the marketplace, and (ix) the Company's lack of liquidity and
its ability to raise additional capital. The Company has incurred losses since
inception, expects to continue to incur operating losses in the near future, and
has an accumulated deficit of approximately $139.0 million as of June 30, 1999
as well as a working capital deficit of approximately $166.1 million. Funding of
the Company's working capital deficit, current and future operating losses and
expansion of the Company's global network will require substantial continuing
capital investment. The Company's strategy is to fund these cash requirements
through debt facilities and additional equity financing.

     The Company's Interim Loan facility, which originally matured on June 23,
1999 and has been extended until August 18, 1999, is secured by a lien on
substantially all of the Company's assets and certain of its subsidiaries and a
pledge of the capital stock of certain of the Company's subsidiaries. The
Company is currently pursuing several alternatives for repaying the Interim
Loan, but to date it does not have such an arrangement in place, nor any
definitive arrangement to further extend the due date thereof. In the event that
the Interim Loan is not repaid by its current maturity date (or any further
extended maturity date, as the case may be), the Interim Loan holders have an
agreement with the Company and certain of the Company's

                                        5
<PAGE>   8
                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

stockholders pursuant to which the Company and such stockholders will be
obligated to support and use their respective best efforts to achieve any
transaction or series of transactions involving the sale of all or any part of
the Company or any subsidiary or any of their assets which is proposed by the
Interim Loan holders.

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

     In addition, an element of the Company's business strategy includes the
identification and pursuit of strategic acquisitions. The recent decline in the
market price of the Company's common stock may have an adverse effect on the
Company's ability to engage in any such strategic acquisition, thereby adversely
affecting the implementation of the Company's business strategy. The Company
currently does not have any agreements, understandings or arrangements with
respect to any such strategic acquisitions.

  Consolidation

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

  Loss per Share

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

(2) SEGMENT DISCLOSURES

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

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

     Three months ended June 30, 1999:

<TABLE>
<CAPTION>
                                                           EUROPEAN   NORTH AMERICAN(1)    TOTAL
                                                           --------   -----------------   --------
<S>                                                        <C>        <C>                 <C>
Revenues.................................................  $ 18,247        $ 6,274        $ 24,521
Depreciation and amortization............................     4,174          1,585           5,759
Operating loss...........................................    (4,422)        (8,458)        (12,880)
Interest expense, net....................................   (17,859)        (1,055)        (18,914)
                                                           --------        -------        --------
          Net loss.......................................  $(21,634)       $(9,689)       $(31,323)
                                                           ========        =======        ========
</TABLE>

                                        6
<PAGE>   9
                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Six months ended June 30, 1999:

<TABLE>
<CAPTION>
                                                           EUROPEAN   NORTH AMERICAN(1)    TOTAL
                                                           --------   -----------------   --------
<S>                                                        <C>        <C>                 <C>
Revenues.................................................  $ 32,681       $ 10,115        $ 42,796
Depreciation and amortization............................     8,300          2,731          11,031
Operating loss...........................................    (8,959)       (15,635)        (24,594)
Interest expense, net....................................   (33,436)        (1,088)        (34,524)
                                                           --------       --------        --------
          Net loss.......................................  $(40,546)      $(17,778)       $(58,324)
                                                           ========       ========        ========
Total assets.............................................  $158,363       $ 58,559        $216,922
Capital expenditures.....................................    11,415          4,813          16,228
Intangible assets, net...................................    47,723         14,035          61,758
</TABLE>

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

(1) Includes all corporate overhead costs.

     For the three and six months ended June 30, 1998, all operations were North
American based.

(3) COMMITMENTS AND CONTINGENCIES

  Interim Loan Facility

     To finance the EnerTel acquisition, the Company entered into a $120 million
Interim Loan facility with a consortium of lenders effective June 23, 1998, the
terms of which also included the issuance of warrants. The Interim Loan, which
originally matured on June 23, 1999 and has been extended until August 18, 1999,
includes certain negative and affirmative covenants and is secured by a lien on
substantially all of the assets of the Company and certain of its subsidiaries
and a pledge of the capital stock of certain of the Company's subsidiaries. The
Interim Loan bears interest at LIBOR (as defined in the credit agreement related
to the Interim Loan) plus 6% per annum (13.0% at June 30, 1999) increasing by
0.5% per annum at the end of each period of three consecutive months after June
23, 1998; provided, that such interest rate shall not exceed 16% per annum if
paid in cash or 18% per annum if capitalized. As of June 30, 1999, the Interim
Loan holders, in aggregate, have received warrants exercisable for 4,069,904
shares of Common Stock at a price per share of $0.01. In addition to the
warrants which the Interim Loan holders had received as of June 30, 1999, such
holders are entitled to receive additional warrants on the date the Interim Loan
is repaid in full, so that all warrants issued to such holders represent 11% of
the Company's fully-diluted outstanding Common Stock on the date of such
repayment. As of June 30, 1999, the warrants were valued at an aggregate of
$26.1 million.

  Capacity Commitments

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

     In February 1999, the Company entered into an agreement with a
telecommunication carrier to sell to such carrier transmission capacity
throughout various points of presence in Europe for approximately $8 million,
payable upon acceptance of the circuits by the carrier. The contract provides
the purchaser with an indefeasible right of use of this capacity for a period of
20 years. The Company has entered into a separate
                                        7
<PAGE>   10
                WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

agreement with a European telecommunications company which gives the Company the
right to purchase capacity through these points of presence. This contract
provides for indefeasible right of use for a period of 10 years. The Company is
pursuing means to satisfy the capacity commitment to the Company's customer for
the remaining 10 years of that contract.

     During the second quarter, the Company recorded revenue under the contract
of $2.1 million and costs, including an estimate of future costs for years 11-20
based on an independent third party's estimate, of $2.5 million. This represents
management's best estimate of the present value of such future costs to provide
these services. Management will monitor this estimate and adjust as necessary
when, and if, additional information is available. The initial transaction under
the contract was negotiated in anticipation of future profitable revenues from
the customer.

  Legal

     The Company's common stock is now quoted and traded on the OTC Bulletin
Board under the symbol "WRDP" after having been delisted from the Nasdaq
SmallCap Market as of the close of business on August 4, 1999.

     Several shareholder class action lawsuits have been filed against the
Company and certain of its former officers and directors in connection with its
Nasdaq delisting. The Company has not yet been served with any notice, process
or pleading with respect to any such proceeding. The Company intends to
vigorously defend these lawsuits.

                                        8
<PAGE>   11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

NOTE ON "FORWARD-LOOKING" STATEMENTS

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

     The Company's revenues and results of operations could differ materially
from those projected in the forward-looking statements as a result of numerous
factors, including, but not limited to, the following: (i) an inability to repay
the Interim Loan Facility due August 18, 1999, (ii) changes in external
competitive market factors, (iii) termination of certain operating agreements or
inability to enter into additional operating agreements, (iv) inability to
satisfy anticipated working capital or other cash requirements, (v) changes in
or developments under domestic or foreign laws, regulations, licensing
requirements or telecommunications standards, (vi) changes in the availability
of transmission facilities, (vii) changes in the Company's business strategy or
an inability to execute its strategy due to unanticipated changes in the market,
(viii) various competitive factors that may prevent the Company from competing
successfully in the marketplace, and (ix) the Company's lack of liquidity and
its ability to raise additional capital. In light of these risks and
uncertainties, there can be no assurance that actual results, performance or
achievements of the Company will not differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The foregoing review of important factors should not be construed as
exhaustive. The Company undertakes no obligation to release publicly the results
of any future revisions it may make to forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

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

OVERVIEW

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

     The Company's growth to date has occurred principally through acquisitions,
most notably its acquisition of EnerTel, a national provider of
telecommunications services in the Netherlands. The Company acquired EnerTel in
June 1998, for consideration consisting of approximately $92 million and the
payment of certain EnerTel indebtedness of approximately $17 million. In
November 1998 the Company sold a 15% interest in the direct parent of EnerTel to
former shareholders of EnerTel for approximately $14.8 million, of which
approximately $2.8 million was an equity investment in the subsidiary and
approximately $12 million was in the form of a shareholder note. The principal
on this shareholder note is payable ten years after the Company's repayment of
the Interim Loan, which financed the Company's acquisition of EnerTel.

                                        9
<PAGE>   12

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

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

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

     As of August 6, 1999, the Company had 27,147,152 shares of Common Stock
outstanding, or 59,087,637 shares on a fully diluted basis. The number of shares
outstanding on a fully-diluted basis takes into account (i) all outstanding
shares of Common Stock, (ii) all outstanding shares of the Company's convertible
preferred stock, together with all options to acquire such stock, (iii) all
outstanding warrants to acquire the Company's Common Stock, together with such
number of additional warrants which the Company would have been required to
issue to the Interim Loan holders had the Interim Loan been repaid on August 6,
1999 so that such holders would hold warrants exercisable into 11% of the
fully-diluted outstanding Common Stock on such date (as contemplated by the
Interim Loan facility), and (iv) all outstanding options which had vested as of
August 6, 1999 and which had an exercise price at or below the market price on
such date.

  Capacity Commitments

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

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

                                       10
<PAGE>   13

     During the second quarter, the Company recorded revenue under the contract
of $2.1 million and costs, including an estimate of future costs for years 11-20
based on an independent third party's estimate, of $2.5 million. This represents
management's best estimate of the present value of such future costs to provide
these services. Management will monitor this estimate and adjust as necessary
when, and if, additional information is available. The initial transaction under
the contract was negotiated in anticipation of future profitable revenues from
the customer.

RESULTS OF OPERATIONS

     During the three months and six months ended June 30, 1999, the Company
incurred losses of $31.3 million and $58.3 million, respectively, compared to
losses of $5.4 million and $8.4 million during the same periods in 1998.
Included in the losses incurred during the three and six months ended June 30,
1999 are the operating results of EnerTel, IIC and ICX, including amortization
of the purchased intangibles and recording of financing costs related to the
Company's acquisition of EnerTel, as well as general expenses related to the
Company's worldwide business development and financing activities. The operating
results for ICX and IIC did not have a material impact on the losses incurred by
the Company in 1999. To address and remedy historical operating losses and to
increase its competitiveness, revenues and gross margins, the Company has taken
various steps to improve each subsidiary's operating efficiency, network
capability and carrier cost structure. The Company believes these cost-reduction
and revenue-enhancing initiatives will have a positive impact on the Company's
future operating results. However, as its business remains in the early growth
stage, the Company anticipates that it will continue to incur operating losses
and cash flow deficiencies for the near future.

  Revenues

     Revenues for the three and six months ended June 30, 1999 were $24.5
million and $42.8 million, respectively, compared to $1.7 million and $2.7
million for the three and six months ended June 30, 1998. The increase in
revenues is primarily attributed to the inclusion of the results of operations
of EnerTel, acquired in June 1998. EnerTel's revenues were $15.9 million and
$30.3 million, respectively, during the three and six months ended June 30,
1999. Also contributing to the increase over the prior year is the inclusion of
IIC acquired in July 1998. This entity contributed approximately $1.8 million
and $3.7 million in total revenues during the three and six months ended June
30, 1999. Results for the three and six months ended June 30, 1999 also include
revenue of $2.1 million from the sale of transmission capacity under an
agreement between the Company and a telecommunication carrier.

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

  Gross Margin

     Gross margin for the three and six months ended June 30, 1999 was $5.9
million and $12.1 million, respectively, compared to $99,000 and $156,000 for
the three and six months ended June 30, 1998. The increase in gross margin was
primarily due to the inclusion of the results of operations of EnerTel and IIC.
The Company's primary costs of sales are its cost of terminating switched
minutes through third parties, as well as its cost of access circuits used to
connect its customers in the Netherlands. In addition, $2.5 million of costs
were recorded during the second quarter associated with the sale of transmission
capacity under an agreement between the Company and a telecommunication carrier.

                                       11
<PAGE>   14

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased to $13.0 million
from $4.0 million and to $25.6 million from $6.3 million for the three and six
months ended June 30, 1999 and 1998, respectively. The increase is primarily due
to (i) the inclusion of the selling, general and administrative expenses
associated with the operation of EnerTel, and IIC, (ii) increased business
development and expansion activity, and (iii) growth in the Company's U.S.
operations, marketing and corporate staff.

  Depreciation and Amortization

     Depreciation and amortization expense for the three and six months ended
June 30, 1999 was $5.8 million and $11.0 million, respectively, compared to $0.9
million and $1.5 million for the three and six months ended June 30, 1998. The
increase was due to (i) depreciation on the assets acquired in connection with
the EnerTel and IIC acquisitions, (ii) amortization of goodwill and other
intangible assets associated with the EnerTel and IIC acquisitions, and (iii)
depreciation on additional switching and network equipment acquired during 1998
and 1999.

  Other Income (Expense)

     Interest expense, net increased to $18.9 million from $665,000 and to $34.5
million from $841,000 for the three and six months ended June 30, 1999 and 1998,
respectively. The increase in interest expense is due primarily to the Interim
Loan, which accounted for $16.9 million and $31.9 million of interest expense
during the three and six months ended June 30, 1999, respectively. Interest
expense also included interest for (i) the debt the Company assumed in
connection with the EnerTel and IIC acquisitions, and (ii) the acquisition of
switching equipment subject to capital lease.

     Other expense, net for the three and six months ended June 30, 1999 was
$176,000 and $1.1 million, respectively, compared to $0 for the three and six
months ended June 30, 1998. This amount represents the costs incurred to exit
certain commitments and relationships which are no longer considered in line
with the Company's core strategy.

LIQUIDITY AND CAPITAL RESOURCES

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

     As of June 30, 1999 and December 31, 1998 the Company had a working capital
deficit of $166.1 million and $103.8 million, respectively. The working capital
deficit at June 30, 1999 is due to (i) the Interim Loan, (ii) the acquisition of
additional switching and peripheral equipment and transatlantic capacity, the
majority of which is being financed pursuant to capital leases and vendor
financing, and (iii) the operating losses of the Company.

     Operations used $18.2 million during the six months ended June 30, 1999 due
primarily to the (i) operating losses, and (ii) increased business development
and expansion activity.

     Investing activities used $16.2 million during the six months ended June
30, 1999. Investing activities during the six-month period consisted entirely of
capital spending.

     Financing activities provided $30.6 million during the six months ended
June 30, 1999. Financing activities during the six months ended June 30, 1999
consisted primarily of proceeds from the issuance of 920,419 shares of the
Series C convertible preferred stock in January 1999 and the exercise of
employee stock options, reduced by principal payments on capital leases and
notes payable.

     To finance the EnerTel acquisition, the Company entered into a $120 million
Interim Loan facility with a consortium of lenders effective June 23, 1998, the
terms of which also included the issuance of warrants. The
                                       12
<PAGE>   15

Interim Loan, which originally matured on June 23, 1999 and has been extended
until August 18, 1999, includes certain negative and affirmative covenants and
is secured by a lien on substantially all of the assets of the Company and
certain of its subsidiaries and a pledge of the capital stock of certain of the
Company's subsidiaries. The Interim Loan bears interest at LIBOR (as defined in
the credit agreement related to the Interim Loan) plus 6% per annum (13.0% at
June 30, 1999) increasing by 0.5% per annum at the end of each period of three
consecutive months after June 23, 1998; provided, that such interest rate shall
not exceed 16% per annum if paid in cash or 18% per annum if capitalized. As of
June 30, 1999, the Interim Loan holders, in aggregate, have received warrants
exercisable for 4,069,904 shares of Common Stock at a price per share of $0.01.
In addition to the warrants which the Interim Loan holders had received as of
June 30, 1999, such holders are entitled to receive additional warrants on the
date the Interim Loan is repaid in full, so that all warrants issued to such
holders represent 11% of the Company's fully-diluted outstanding Common Stock on
the date of such repayment. As of June 30, 1999, the warrants were valued at an
aggregate of $26.1 million.

     Funding of the Company's working capital deficit, current and future
operating losses and execution of its global growth plans will require
substantial continuing capital investment. The Company's strategy is to fund
these cash requirements through debt facilities and additional equity financing.
In addition, the Company currently has approximately $52 million in equipment
lease facilities.

     The Company's Interim Loan facility, which matures on August 18, 1999, is
secured by a lien on substantially all of the Company's assets and certain of
its subsidiaries and a pledge of the capital stock of certain of the Company's
subsidiaries. The Company is currently pursuing several alternatives for
repaying the Interim Loan, but to date it does not have such an arrangement in
place, nor any definitive arrangement to further extend the due date thereof. In
the event that the Interim Loan is not repaid by its current maturity date (or
any further extended maturity date, as the case may be), the Interim Loan
holders have an agreement with the Company and certain of the Company's
stockholders pursuant to which the Company and such stockholders will be
obligated to support and use their respective best efforts to achieve any
transaction or series of transactions involving the sale of all or any part of
the Company or any subsidiary or any of their assets which is proposed by the
Interim Loan holders.

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

     In addition, an element of the Company's business strategy includes the
identification and pursuit of strategic acquisitions. The recent decline in the
market price of the Company's common stock may have an adverse effect on the
Company's ability to engage in any such strategic acquisition, thereby adversely
affecting the implementation of the Company's business strategy. The Company
currently does not have any agreements, understandings or arrangements with
respect to any such strategic acquisitions.

YEAR 2000 ISSUE

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

     The Company does not anticipate additional material expenditures for Year
2000 compliance issues. As WorldPort is a relatively new company, commencing
operations in late 1997, Year 2000 compliance has been

                                       13
<PAGE>   16

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

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

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

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities, which is
effective for fiscal years beginning after June 15, 1999. In June 1999, the FASB
issued Statement No. 137, Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133, which
amends Statement 133 to be effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000 (that is, January 1, 2001 for companies with
calendar-year fiscal years). SFAS No. 133 establishes accounting and reporting
standards for derivative instruments and transactions involving hedge
accounting. The Company has not yet determined the impact this statement will
have on its consolidated financial statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

     WorldPort's operations in Europe, principally in the Netherlands, expose
the Company to currency exchange rates risks. To manage the volatility
attributable to these exposures, the Company nets the exposures to take
advantage of natural offsets. Currently, the Company does not enter into any
hedging arrangements to reduce this exposure. The Company is not aware of any
facts or circumstances that would significantly impact such exposures in the
near-term. If, however, there was a 10% sustained decline of the Dutch Gilder
versus the U.S. dollar, then the consolidated financial statements could be
materially effected as the Company's Dutch operations represented approximately
(i) 71% of the Company's total assets as of June 30, 1999, (ii) 65% and 71%,
respectively, of the Company's total revenues for the three and six months ended
June 30, 1999, and (iii) 65% and 67%, respectively, of the Company's net loss
for the three and six months ended June 30, 1999.

                                       14
<PAGE>   17

                          PART II.   OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

ITEM 2.  CHANGES IN SECURITIES

     During the second quarter of 1999, the Company made the following issuances
of securities without registration under the Securities Exchange Act of 1933, as
amended ("Securities Act"). All such issuances were made to "accredited
investors" as defined in the Securities Act and its regulations and were exempt
from registration under Section 4(2) of the Securities Act:

          In December 1998, the Company entered into a Series C Preferred Stock
     Purchase Agreement (the "Series C Purchase Agreement") with The Heico
     Companies, LLC ("Heico"), pursuant to which Heico acquired 1,132,824 shares
     of Series C convertible preferred stock for an aggregate purchase price of
     $40.0 million ($32.5 million was received for 920,419 shares in January
     1999). Pursuant to the Series C Purchase Agreement, Heico also received an
     option to purchase up to 283,206 additional shares of Series C convertible
     preferred stock (the "Series C Option") for an aggregate purchase price of
     $10 million.

          On July 15, 1999, Heico completed an additional $15.0 million equity
     investment in the Company through (i) the exercise the Series C Option and
     (ii) the purchase of 141,603 shares of Series E convertible preferred stock
     for an aggregate purchase price of $5.0 million. In connection with this
     investment, the Company granted Heico a three-year option to purchase
     424,809 shares of Series F convertible preferred stock for an aggregate
     purchase price of $15.0 million.

          At Heico's option, it may convert these shares of preferred stock into
     Common Stock at a conversion price of, in the case of the Series C
     convertible preferred stock and the Series E convertible preferred stock,
     $3.25 per share of Common Stock and, in the case of the Series F
     convertible preferred stock, $4.00 per share of Common Stock.

          On December 31, 1998, the Company terminated its advisory agreement
     with Maroon Bells Capital Partners, Inc. ("MBCP"). In connection with this
     termination, among other things, the Company agreed

                                       15
<PAGE>   18

     to issue to MBCP shares of convertible preferred stock having an aggregate
     liquidation preference of $1,029,994 and convertible into Common Stock at
     $3.25 per share. In July 1999, 316,921 shares of Series D convertible
     preferred stock were issued to MBCP in satisfaction of this agreement.

          During the quarter, various holders of Series A and Series B Preferred
     Stock converted their shares into 0.4 million and 2.6 million shares,
     respectively, of Common Stock in accordance with the terms of the related
     certificate of designations, preferences and rights.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                 DESCRIPTION
-------                               -----------
<S>      <C>  <C>
10.1     --   Employment Agreement between Carl Grivner and the Company
              dated June 25, 1999*
27.1     --   Financial Data Schedule (for SEC use only)
</TABLE>

* Such exhibit is a management contract or compensatory plan or arrangement
  required to be filed as an exhibit to this Quarterly Report on Form 10-Q.

REPORTS ON FORM 8-K

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

                                       16
<PAGE>   19

                                   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.

                                          By:        /s/ JOHN HANSON
                                            ------------------------------------
                                                        John Hanson
                                                  Chief Financial Officer

Date: August 16, 1999

                                       17