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


                                   FORM 10-K/A
                                 AMENDMENT NO. 1

(Mark One)
[X]    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the fiscal year ended December 31, 2000

OR

[_]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from __ to ___

                        Commission file number: 000-25015

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

                               Delaware 84-1127336
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                 975 Weiland Road, Buffalo Grove, Illinois 60089
                    (Address of principal executive offices)

                                 (847) 229-8200
              (Registrant's telephone number, including area code)
                        ---------------------------------

           Securities registered pursuant to Section 12(b) of the Act:

                             Names of each exchange
             Title of Each Class                     on which registered
           ------------------------            --------------------------------
                   None                                     None

           Securities registered pursuant to Section 12(g) of the Act:

                        Common Shares, $0.0001 Par Value
                   ------------------------------------------

Indicate by check mark whether the Registrant (l) 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 [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]


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                              PURPOSE OF AMENDMENT

The registrant has determined to furnish the information required in Part III of
its Annual Report on Form 10-K for the fiscal year ended December 31, 2000
rather than to incorporate it by reference to information to be contained in the
registrant's definitive proxy statement. The registrant hereby amends Part III
of the Annual Report on Form 10-K as follows to include the information required
by Part III.

Additionally, the registrant is refiling Item 1 of its Annual Report on Form
10-K for the fiscal year ended December 31, 2000 to correct certain
typographical errors under the caption "Our Products - Web Hosting" and is
refiling Item 4A to correct certain errors in the executive officer biographical
information.



ITEM 1.   BUSINESS

Overview

     Prior to the consummation of the sales transactions described below,
Worldport Communications, Inc. ("the Company" or "Worldport") was a
facilities-based global telecommunications carrier offering voice, data and
other telecommunications services to carriers, Internet service providers
("ISPs"), medium and large corporations and distributors and resellers. In order
to meet its obligations under its interim loan facility (the "Interim Loan
Facility"), which originally matured on June 23, 1999 and was extended until
November 18, 1999, the Company sold substantially all of its material assets
during the first quarter of 2000.

     In the second quarter of 2000, we 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
that the market is currently under-served by small companies lacking the
necessary scale, presence, resources and expertise required to satisfy the
demands of mid-to-large sized companies, and it believes it has the management
resources and market, product and service expertise to become a leading provider
in this market. In addition, the Company believes that providing wireless access
to the Internet also offers an opportunity to enhance shareholder value and
intends to focus on such market as well.

     The Company constructed a new Internet solutions SuperCentre in Dublin,
Ireland, which became operational in early October and was designed to meet the
specific needs of its various services. The SuperCentre, located in close
proximity to redundant fiber routes from multiple providers, will serve as the
flagship to the Company's Internet Solution Centres, which the Company expects
to locate in key European cities. Under an agreement with Global Crossings,
brokered by the Irish government, Worldport has gained access to bandwidth on
the trans-Atlantic and pan-European fiber optic networks, which connect Ireland
with the U.S., the U.K., and the majority of major markets in Western Europe.
The Company has successfully hired a new management team with extensive
experience in the telecommunications, Web hosting, and Internet solutions
markets to design, build and maintain the SuperCentre and manage operations and
sales throughout Europe. The Company is also developing products and services to
offer its customers and 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).


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


Our History

     Worldport was originally organized as a Colorado corporation under the name
Sage Resources, Inc. in January 1989 to evaluate, structure and complete mergers
with, or acquisitions of, other companies. Worldport remained inactive until
1996 when the Company's domicile was changed to Delaware and the name was
changed to Worldport Communications, Inc.

     From 1997 to 1999, Worldport was a facilities-based global
telecommunications carrier offering voice, data and other telecommunications
services to carriers, ISPs, medium and large corporations and distributors and
resellers. We primarily operated through a number of acquired subsidiaries in
Europe and the United States. The core of our operations and the source of a
significant portion of our revenues was our EnerTel subsidiary, the leading
second network operator in the Netherlands.

     To finance certain acquisitions, the Company borrowed $120 million in June
1998 under the Interim Loan Facility. In order to meet its obligations under the
Interim Loan Facility upon maturity, the Company sold substantially all of its
material assets during the first quarter of 2000.

     On November 11, 1999, through Worldport International, Inc. ("Worldport
International"), our wholly-owned subsidiary, we entered into a series of
agreements with Energis plc ("Energis") to sell our 85% stake in the issued and
outstanding shares of Worldport Communications Europe Holding B.V., the parent
company of EnerTel, N.V., and associated assets ("EnerTel"). In connection with
the sale of Enertel, Energis also agreed to purchase all of the issued and
outstanding shares of Worldport Communications Limited, our U.K. subsidiary. In
addition, we agreed to sell our interest in certain switches located in New York
and London to subsidiaries of Energis. All of these sale transactions were
consummated on January 14, 2000.

     On February 29, 2000, we sold our subsidiary, International InterConnect,
Inc. ("IIC"), and on March 2, 2000, we assigned certain leasehold and equipment
rights relating to our Miami switch operations to a subsidiary of Centennial
Communications Corp. for a cash payment and the assumption of certain
liabilities. We also intend to dispose of our subsidiary, Telenational
Communications, Inc. ("TNC") located in Omaha, Nebraska in the near future.
After TNC is disposed of, we will have exited our carrier operations business.

     As a result of these transactions, we received approximately $453.2 million
in cash, and Energis assumed approximately $29.9 million of Worldport's
liabilities. A portion of the net proceeds realized from the sale was used to
repay existing debt, including the Interim Loan Facility, trade credit and other
liabilities. The remaining net proceeds are being used to pursue our new plan to
become the leading provider of Internet solutions in Europe.

Our Current Strategy

     Worldport's current strategy is to establish a pan-European network of
Internet solution centers to become a major provider of managed Internet
services for global companies doing business in the



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European market. These Internet solution centers will provide a complete
portfolio of Internet products and services, including strategic and tactical
Internet consulting and a full complement of Web hosting products.

     Worldport's partnerships with key software and hardware providers will
ensure delivery of leading edge hardware and software technology and solutions.

     According to IDC and Intercai Mondale, the European Internet solutions
market was a $5 billion market in 1999 and is expected to grow into a $35
billion industry by 2003. Today, approximately 25% of European companies
outsource their Internet operations as compared to 75% for the U.S. The
percentage of European companies that will outsource their Internet operations
is expected to increase as the Internet is increasingly used for commerce.
Morgan Stanley Dean Witter recently surveyed European corporations and
discovered that 70% of corporations surveyed now plan to outsource their
Internet operations.


Our Operating Plan

     Worldport has developed a multi-phase approach to the market. The initial
phase is fully funded and includes the construction of the SuperCentre, a total
of three to five Internet solution centers in major European cities and the
acquisition of VIS-able International. Below are details relating to the initial
phase of the plan.

     The Company has secured trans-Atlantic and pan-European bandwidth through
Global Crossings, providing connectivity to the U.S. and 35 major European
cities. In addition, the Company has secured private peering agreements with
global backbone providers.

     Worldport opened its SuperCentre in Dublin, Ireland on October 2, 2000
completing construction in slightly less than five months. The SuperCentre
serves as our operational and business support center for our European Web
hosting business. The SuperCentre is a 125,000 square foot facility with 55,000
square feet of hosting space and 45,000 square feet dedicated to our technical
resources and personnel that will support all of our European operations. The
Company will provide multi-level technical support, customer service, 24x7
operations, network management, systems development and billing for all the
Worldport European operations from the SuperCentre. The SuperCentre is a
purpose-built facility that has state of the art security, power, cabling, fire
detection and communication systems that will set the standard for Europe.
Worldport has invested approximately $40 million to date in the construction of
the SuperCentre.

     Worldport acquired VIS-able on September 15, 2000 for $17.7 million, net of
liabilities assumed and including the payment of certain fees and expenses.
VIS-able is a professional services company with offices in Sweden, Belgium, the
U.K. and the U.S. In addition, VIS-able has Web hosting operations in Sweden and
the U.S. The company provides strategic and tactical Internet consulting,
application design, development and hosting. VIS-able's operations have been
successfully integrated and re-branded under the Worldport name.

     The acquisition of VIS-able provides Worldport with access to the
Scandinavian market which is one of Europe's most developed Internet markets.
Sweden has the highest Internet penetration in Europe with 55% of Swedish
households connected to the Internet today. VIS-able serves 3,500 customers
worldwide, which includes an impressive list of customers such as ABB, Ericsson,
Volvo, Whirlpool, IBM and Telia.

     Worldport plans to acquire and develop a full portfolio of managed services
including consulting and application support in each Internet solution center.
This will allow our customers to be able to outsource their Internet support
operations to Worldport across Europe.

     Due to recent developments in the European marketplace, we now expect to be
able to lease suitable basic data center space that can be improved to our
hosting standards. Leasing space eliminates the need to construct stand alone
facilities and enables us to develop smaller sites ranging in size from 5,000 to
10,000 square feet, thereby reducing capital required for our business
expansion. As a result, we plan to defer the



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development of certain Internet solution centers for six to twelve months and we
expect to have a total of three to five Internet solution centers operational
across Europe by the end of 2001. We had previously planned to construct four
additional Internet solution centers in 2001 ranging in size from 30,000 to
60,000 square feet.

     Based on our revised roll-out plan, Worldport currently expects to be
operating by the end of 2001 at an annual revenue run rate of approximately $35
million from the Dublin SuperCentre, VIS-able operations and the additional
centers expected to be open in 2001. Depending on product mix, these operations
have the capability of supporting up to $300 million in revenue at total
capacity. Headcount is expected to reach approximately 350 by year-end 2001. The
Company projects to achieve a positive EBITDA run rate in 2002.

     The second phase of Worldport's strategy continues rapid expansion across
Europe including the development of additional Internet solution centers and the
acquisition of Internet and eService companies. Worldport will need to secure
funding for this phase of the plan.


Our Operating and Business Support Systems

     Worldport's integrated operating and business support systems ("OSS/BSS
systems") allow Worldport to proactively monitor and manage both internal and
customer systems. The OSS/BSS systems allow Worldport to use technology and not
people to scale the business. The OSS/BSS systems were built with the following
software:

     o        Micromuse Netcool
     o        Visionael
     o        InfoVista
     o        Clarify ClearSales and ClearSupport
     o        Portal Infranet
     o        Oracle Financials
     o        Oracle databases
     o        Vitria
     o        Concord Empire Agents

     All Worldport operations will utilize the OSS/BSS systems including
companies acquired. Worldport plans to invest $20 million in the development of
these systems by the end of 2001.


Our Target Customers

The Company has targeted the following customers:

     o        Small-medium enterprises (minimum 50 employees)
     o        Large and multi-national corporations
     o        Fixed and mobile operators
     o        Service providers (ISP's and ASP's)

     Separate product portfolios have been developed for each of the target
customer groups. Worldport estimates that Europe has approximately 250,000
companies in its target markets that could outsource some or all of their
Internet operations over the next three years. Morgan Stanley Dean Witter
recently completed a survey of European companies and discovered that 70% of
companies surveyed now expect to outsource their Internet operations.

     Worldport intends to sell its services and products through 1) its direct
sales force, 2) strategic partnerships with service providers and 3) a network
of resellers. WorldPort will focus on



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 strategic partnerships with service
providers in the telecommunications and cable industries, which will add
Worldport's products to their product portfolios and will cross-sell WorldPort's
core services. WorldPort's reseller network will be comprised of Web designers,
ASPs and systems integrators, with a focus on fully managed hosting.


Our Products

     Worldport is a full service provider of Internet solutions. Below is a
summary of our product portfolio:

Professional Services:

     o        Business consulting
     o        Web site design
     o        Application development

Web Hosting:

     o        Enterprise or Complex hosting
     o        Managed hosting
     o        Secure cabinets
     o        Suites


The following services are available to Worldport's Web hosting customers:

     o        Database and server administration
     o        Network and physical security
     o        Data back-ups
     o        Internet connectivity
     o        Internet-ready IP addresses
     o        E-commerce functionality
     o        24x7 customer support
     o        24x7 network operations
     o        Standard and advanced reporting



Employees

     As of December 31, 2000, we had approximately 195 employees located in five
countries. None of our employees are represented by a labor union and we believe
that our employee relations are good.



Risk Factors

     We have a history of losses and we expect to incur significant losses in
the future as we expand our operations.

     Excluding the gain on the sale of Enertel in 2000, we had before-tax losses
of $11.0 million in 2000 and $121.0 million in 1999 and we expect to remain
unprofitable for the foreseeable future. We plan to continue to incur
significant expenses and to generate negative operating cash flow as we build
the infrastructure necessary to provide our Web-hosting services, grow our
professional services and sales and marketing organizations and develop new
products and services. In order to achieve profitability, we must, among other
things, develop and successfully market services that are commercially accepted
by European



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businesses.  If we are unable to increase  our  revenues to cover our  operating
costs and capital  expenditures,  we will continue to  experience  negative cash
flow and may never achieve profitability.


     We may not be successful in implementing our new strategy to provide
hosting and professional services.

     We plan to derive the majority of our business from providing value-added
Internet-related services to the European marketplace. This represents a new
business plan for us and we have only recently begun to offer these services. We
cannot predict whether demand for our Internet solutions such as Web hosting,
Web solutions and systems integration in Europe will be sufficient to permit us
to focus our business on value-added services.

     In order for our strategy to be successful, we must accurately forecast the
Internet services needs of these businesses and the value of such services to
them. If we overestimate the needs of our market or the willingness of these
businesses to purchase higher cost Internet services such as hosting,
co-location, Web design and other professional services, we may be unsuccessful
in selling value-added Internet services to our target market, and we may be
unable to successfully carry out our business strategy.

     Accordingly, there can be no assurance that our future operations will
generate cash flows or operating or net income, and our prospects must therefore
be considered in light of the risks, expenses, problems and delays inherent in
establishing a new business. We and our stockholders may suffer a substantial
loss should the new business plan prove to be unsuccessful.


Growth through expansion and acquisitions is expected to place significant
strain on our business.

         Our strategy involves growth through expansion and acquisitions, which
has placed, and is expected to continue to place, a significant strain on our
management, operational and financial resources and increased demands on our
systems and controls. Our ability to engage in acquisitions will be dependent
upon our ability to identify attractive acquisition candidates and, if
necessary, obtain financing on satisfactory terms. The challenges of growth,
through expansion and acquisitions, include:

     o        potential distraction to management;
     o        implementing additional controls, information systems, and
              infrastructure appropriate to a growing company;
     o        integrating the acquired business's financial, computer, payroll
              and other systems into our own;
     o        unanticipated liabilities or contingencies from the acquired
              company;
     o        reduced earnings due to costs related to integration, increased
              goodwill amortization and increased interest costs and; and
     o        retaining key personnel and customers of acquired companies.

      In addition, as we increase our level of service and expand our global
reach, there will be additional demands on our customer service support and
sales, marketing and administrative resources. We may not be able to manage
successfully our operations or the quality of our services. If our management is
unable to manage growth effectively or maintain the quality of its service, our
business, financial condition and results of operations could be materially and
adversely affected.


Our quarterly revenues and operating results are difficult to predict, and, if
our results are below expectations, the price of our common stock may decline.

     Our quarterly revenues and operating results may fluctuate significantly as
a result of a variety of factors, many of which are outside of our control. As a
result, you should not rely on year-to-year or quarter-to-quarter comparisons of
our operating results as an indication of future performance. Some of the


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factors that may cause our revenues and operating results to fluctuate
significantly include, but are not limited to:

     o        demand for and market acceptance of our services;
     o        the timing and magnitude of capital expenditures relating to
              growing our operations;
     o        changes in our pricing policies in response to changing costs,
              competition or industry trends such as consolidation;
     o        changes in telecommunications and other operating costs;
     o        currency fluctuations; and
     o        unexpected regulatory changes in our target markets.

     We may also experience seasonality in our business in the future, resulting
in diminished revenues as a consequence of reduced demand for Internet services
during summer or holiday periods. As a result of the foregoing factors, as well
as others, our revenues and operating results in some future reporting periods
may be below the expectations of some analysts or investors, which may cause our
stock price to fall.


If we fail to expand our product development, professional services and sales
and marketing organizations and attract, retain, and train technical and
marketing personnel, we may be unable to expand our market and grow our
business.

     We believe that our growth may be affected by our ability to provide our
customers with new products and services. Our business requires trained
product-development personnel, as well as experienced sales and marketing
personnel to educate prospective customers regarding the use and benefits of our
services. A wide range of companies active in our markets, many of which have
substantially greater resources than we have, compete for the same skilled
personnel. In turn, the inability to hire and train a sufficient number of
personnel at all levels may limit our ability to undertake future projects and
could cause us to lose market share. In addition, new professional services
personnel that require training and education will take time to reach full
productivity. As a result, our future success may be affected by our ability to
timely identify, attract, hire, train, retain and motivate highly skilled
technical, managerial, sales and marketing personnel. We plan to increase the
number of our product development, professional services and sales and marketing
personnel to meet these needs. It may be more difficult to attract prospective
employees with equity incentives as a larger, public company than as a smaller,
privately held company. Failure to retain and attract the necessary technical,
sales, marketing and administrative personnel could adversely affect our
business, financial condition and operating results.


If we do not respond to rapid technological changes, our services could become
obsolete and we could lose customers.

     To remain competitive, we must continue to enhance and improve the
functionality and features of our services. If competitors introduce new
products and services featuring new technologies, or if new industry standards,
technologies and practices emerge, our existing technology and systems may
become obsolete or the relative benefit of our services to customers may be
diminished. Keeping up with changes in technology could require substantial
expenditures of time and money by us. Furthermore, we may fail to use new
technologies effectively, or we may be unable to license or otherwise obtain
desired new technologies from third parties.


We will continue to face significant competition and we may be unable to compete
successfully.

     There are competitors in our markets with more significant local market
presence, brand recognition and greater financial, technical and personnel
resources. As a result of this competition, we expect to continue to face
significant pressure to reduce our prices and improve the products and services
we offer. The barriers to entry are low for some of the services we offer, such
as Web hosting and Web design, so we



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 could quickly face additional competition.
Although our competitors vary depending on the market and the country, these
competitors may include local and regional Internet service providers,
telecommunication companies, information technology companies and cable
companies. These competitors may be local, regional or global companies. Some of
our competitors, especially the telecommunications companies, have large
networks in place as well as a significant existing customer base. These
competitors may offer products and services that are more appealing to our
current and potential customers.


We rely upon the availability of adequate connectivity with third-party
providers, and failure or delay in obtaining necessary connectivity would impede
our growth.

     In building our network we will rely upon connectivity supplied by
third-party providers and local and international telecommunications carriers.
In some of our markets we will be dependent on one or a limited number of
connectivity providers. Many of these carriers are, or potentially are, our
competitors. In some of our markets our ability to meet expanding access needs
is limited by our ability to obtain additional network capacity as our customer
levels require it. There can be no assurance that we will be able to obtain the
requisite network connectivity at commercially viable prices or that the
necessary connectivity will be available on a timely basis or at all. Failure to
obtain this connectivity would jeopardize our ability to meet existing customer
demand, limit our ability to conduct business and restrict our growth in these
markets.


We depend on the reliability of our network, and a system failure or a breach of
our security measures could result in a loss of customers and reduced revenues.

     We are able to deliver services only to the extent that we can protect our
network systems against damage from power or telecommunication failures,
computer viruses, natural disasters, unauthorized access and other disruptions.
Any system failure, accident or security breach that causes interruptions in our
operations could impair our ability to provide Internet services to our
customers, damage our reputation and negatively impact our revenues and results
of operations. To the extent that any disruption or security breach results in a
loss or damage to our customers' data or applications, or inappropriate
disclosure of confidential information, we may incur liability and suffer from
adverse publicity. In addition, we may incur additional costs to remedy the
damage caused by these disruptions or security breaches.


We are dependent on the proper development of our billing, customer services and
information systems.

         Sophisticated information and processing systems are vital to our
growth and our ability to monitor costs, bill customers, provision customer
orders and achieve operating efficiencies. Our plans for the development and
implementation of our billing and other operating systems rely, for the most
part, on the delivery of products and services by third party vendors. We could
be materially adversely affected by our failure to adequately identify all of
our information and processing needs or the failure of these vendors to deliver
proposed products and services in a timely and effective manner and at
acceptable costs.


Governmental regulation and the application of existing laws to the Internet may
slow the Internet's growth, increase our costs of doing business and inhibit our
ability to provide services to our customers.


     Laws and regulations directly applicable to Internet communications are
becoming more prevalent. The international nature of the Internet and the
possibility that we may be subject to conflicting laws of, or the exercise of
jurisdiction by, different countries may make it difficult or impossible to
comply with all the laws that may govern our activities. Furthermore, the law
relating to the liability of online service providers for information carried on
or disseminated through their networks is currently unsettled. New laws and
regulations in Europe or in the United States could inhibit the expansion of the
Internet, prevent or limit our ability to operate in certain of our markets,
expose us to compliance costs and substantial liability and could result in
costly and time consuming litigation, all of which could



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materially  harm  our  business,  operating  results  and  financial  condition.
Additionally,  we face  these  same risks  because  of  uncertainties  about how
existing laws will be applied to address the Internet. New and existing laws may
cover issues that affect our business, such as:

     o        national sovereignty issues, including controls on foreign
              ownership of Internet-related companies, export controls governing
              encryption containing software and national security concerns;
     o        rights and protection of Internet users, including user privacy,
              libel and defamation, consumer protection, pornography and
              obscenity laws and government interception of data traffic;
     o        controls on the Internet as a market place, including sales and
              other taxes, telecommunications access fees, pricing,
              characteristics and quality of products and services, antitrust
              and fair trade laws;
     o        the level and scope of competition from telecommunications or
              cable companies;
     o        limits on foreign ownership of companies in general or
              communications services companies specifically; and
     o        copyright, trademark and patent infringement laws.

     To comply with new or existing laws regulating electronic business and
information on the Internet, we may need to modify the manner in which we do
business, which could result in additional expenses and could slow our growth.
We may need to hire additional personnel to monitor our compliance with
applicable laws. A restrictive regulatory policy regarding the Internet industry
in any country in Europe could have a direct material adverse effect on us by
retarding the industry's growth in such countries. Any liability as a result of
a change in laws or failure to comply with laws could harm our operations and
financial condition.


We may be liable for information disseminated over our network.

     We may face liability for information carried on or disseminated through
our network. Some types of laws that may result in our liability for information
disseminated over our network include:

     o        laws designed to protect intellectual property, including
              trademark and copyright laws;
     o        laws relating to publicity and privacy rights and laws prohibiting
              defamation;
     o        laws restricting the collection, use and processing of personal
              data;
     o        laws prohibiting the sale, dissemination or possession of
              pornographic material; and
     o        other laws relating to the nature and content of Internet
              materials.

     The laws governing these matters vary from jurisdiction to jurisdiction. If
we violate laws governing content on our network, we may face fines, temporary
disruption of our service or loss of required operating licenses, depending on
the jurisdiction.


We may need to secure additional financing to carry out our business plan.

     We may need to raise additional funds to carry out our business plan. If we
are able to raise additional funds through the incurrence of debt, and we do so,
we would likely become subject to restrictive financial covenants. The amount
and nature of any borrowings by us will depend on numerous considerations,
including our capital requirements, our perceived ability to meet debt service
on any such borrowings and the then prevailing conditions in the financial
markets, as well as general economic conditions. Additionally, to the extent
that debt financing ultimately proves to be available, any borrowings may
subject us to various risks and restrictions traditionally associated with
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to service that indebtedness.


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     If additional funds are raised through the issuance of equity securities,
the percentage ownership of our then current shareholders would be diluted, our
earnings and book value per share could be diluted and, if such equity
securities take the form of preferred stock, the holders of such preferred stock
may have rights, preferences or privileges senior to those of holders of common
stock.

     We cannot assure you that we will be able to raise equity capital, obtain
capital lease or bank financing or incur other indebtedness to fund any business
combination or the working capital and other capital requirements of a new
operating business on terms deemed by us to be commercially acceptable and in
our best interests.


We may issue new equity in order to help attain our new business plan.

     Generally, the board of directors has the power to issue new equity (to the
extent of authorized shares) without shareholder approval, except that
shareholder approval may be required under applicable law or NASD rules for
certain transactions. We may issue new equity to raise additional capital in
connection with a business combination or venture transaction with an operating
business. Any additional issuance by us would have the effect of diluting your
percentage ownership, could have the effect of diluting our earnings and our
book value per share, and could result in the adverse tax consequences described
above. We have no current arrangement, agreement or understanding with respect
to the sale or issuance of any new equity.


Currency fluctuations and different standards, regulations and laws relating to
our international operations may adversely affect our business.

         A key component of our strategy is our expansion in international
markets. Our international expansion will require us to comply with multiple
regulatory and taxation regimes. In addition, laws or administrative practices
relating to taxation, foreign exchange or other matters within countries in
which we operate or plan to operate may change. Moreover, operating
internationally exposes us to risks such as:

     o        fluctuations in currency exchange rates,
     o        foreign exchange controls which restrict or prohibit repatriation
              of funds,
     o        technology export and import restrictions or prohibitions,
     o        difficulty collecting accounts receivable,
     o        political instability,
     o        delays with customs or government agencies,
     o        seasonal reductions in business activity during the summer months
              in Europe and certain other parts of the world, and
     o        potentially adverse tax consequences resulting from operating in
              multiple jurisdictions with different tax laws.


The Heico Companies, LLC and the Company's management has substantial voting
control over the Company.

         In addition to the shares of our Common Stock which are currently
outstanding and entitle the holders thereof to one vote per share, we also have
outstanding shares of our Series B, C, D, E and G Convertible Preferred Stock,
each of which entitle the holders thereof to 40, 40, 1, 10.865, and 1,000 votes
per preferred share, respectively. As of March 22, 2001, substantially all of
the outstanding preferred stock was owned by The Heico Companies, LLC ("Heico")
which, combined with the common stock owned by Heico, represents approximately
73% of our outstanding votes.



                                                                              11
<PAGE>

         In addition, as of March 22, 2001, our executive officers and directors
as a group had an  approximately  75%  voting  interest  in our  capital  stock.
Included in the shares owned by our executive  officers and directors as a group
is the direct voting  interest  which is held by Heico.  Mr. Michael E. Heisley,
Sr., Mr. Stanley H. Meadows and Ms. Emily Heisley  Stoeckel,  all members of our
Board of Directors, have an interest in, or are employed by, Heico.

         As a result of its voting interest, Heico and/or our directors and
executive officers as a group have the power to control the vote regarding such
matters as the election of our directors, amendments to our charter, other
fundamental corporate transactions such as mergers, asset sales, and the sale of
our business, and to otherwise influence the direction of our business and
affairs. Additionally, as stockholders of the Company and through their ability
to control the election of directors, Heico and/or our executive directors as a
group may authorize actions that could have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider in its best interest, including an attempt that might result in
the receipt of a premium over the market price for the shares held by such
stockholder. Such actions may include creating additional classes of stock with
disparate voting rights; creating a classified Board of Directors with staggered
terms; prohibiting the stockholders to take any action by a written consent or
requiring advance notice for stockholder proposals and director nominations.





                                                                              12
<PAGE>


ITEM 4A.   EXECUTIVE OFFICERS OF THE REGISTRANT

     The following are the Company's executive officers as of March 31, 2001.


  Name                        Age    Principal Position with Registrant
  ----                        ---    ----------------------------------
Michael E. Heisley, Sr.        64    Chairman of the Board, Chief Executive
                                     Officer, and Director
James L. Martin                46    President and Chief Operating Officer
John T. Hanson                 43    Vice President, Chief Financial Officer
David Hickey                   40    Vice President, Corporate Development
Frazer N. Hamilton             52    Vice President, Sales & Marketing


Michael E. Heisley, Sr.

     Michael  E.  Heisley,  Sr.,  age 64,  has  been a  member  of the  Board of
Directors  since  December 1998,  Chairman  since June 1999 and Chief  Executive
Officer of the Company since May 2000. Mr. Heisley has been the principal  owner
and executive  officer of a diverse group of businesses,  now operated under The
Heico Companies, LLC ("Heico") and Heico Holding, Inc. Mr. Heisley is a director
of Tom's  Foods Inc.  Mr.  Heisley  received  a  Bachelor's  degree in  Business
Administration from Georgetown University.


James L. Martin

      James L. Martin, age 46, joined the Company in April 2000 as Chief
Technology Officer and in October 2000 was promoted to President & Chief
Operating Officer. Prior to this, Mr. Martin was a senior executive responsible
for deployment of Internet and e-business networks at both Cable & Wireless and
then previously MCI. Mr. Martin also managed a support organization for such
companies spanning 21 states, comprising of technical sales and sale support
consultants.


John T. Hanson

     John T. Hanson has been  Worldport's  Chief  Financial  Officer  since July
1999.  From August 1998 to July 1999,  Mr. Hanson  served as Vice  President and
Chief  Financial  Officer  for  Millenium  Rail,  Inc.,  a  railcar  repair  and
maintenance  services company.  Prior to that, from 1995 to 1998, Mr. Hanson was
Vice President and Chief Financial  Officer for Wace USA, Inc., an international
provider of technology  based  solutions for the graphic arts industry.  For ten
years prior to that, Mr. Hanson served as Vice President  Finance and Controller
for  Ameritech  where he was  responsible  for building the  Telephone  Industry
Services business unit.  Previously,  Mr. Hanson was Chief Financial Officer for
Illinois  Bell  Communications.  Mr.  Hanson  received  a  Bachelors  degree  in
Accounting  from  DePaul  University  and a Masters  degree in  Management  from
Northwestern University.


David Hickey

     David Hickey is the Company's Vice President, Corporate Development, and
has been with the Company since June 1998. From 1986 to June 1998, Mr. Hickey
served as a telecommunications consultant and founding director of Datanet
Limited, an independent international telecommunications consulting firm based
in Dublin, Ireland, advising corporate clients, including carriers and
government agencies. Mr. Hickey graduated with honors from the University
College of Dublin with a Bachelors degree in Electrical Engineering.



                                                                              13
<PAGE>

Frazer N. Hamilton

      Frazer N. Hamilton, age 52, joined the Company in January 2001 as Vice
President, Sales and Marketing. Prior to this, Mr. Hamilton was Chief Marketing
Officer at City-Reach International LLC, a British provider of secure Internet
exchanges. Earlier, Mr. Hamilton was Vice President, Worldwide Sales and
Marketing at PictureTel, a provider of visual and audio collaboration platforms.
Before that, he spent 22 years in various positions with British Telecom, 3M and
Cable & Wireless. Mr. Hamilton received an ONC Electrical Engineering degree
from Langside & Stow College, Glasgow, Scotland.





                                                                              14
<PAGE>




                                    PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Our directors and executive officers, as of March 31, 2001, are as follows:

  Name                        Age    Principal Position with Registrant
  ----                        ---    ----------------------------------
Michael E. Heisley, Sr.        64    Chairman of the Board, Chief Executive
                                     Officer, and Director
Kathleen A. Cote               52    Director
Stanley H. Meadows             56    Director
Andrew G. C. Sage II           75    Director
Emily Heisley Stoeckel         37    Director
James L. Martin                46    President and Chief Operating Officer
John T. Hanson                 43    Vice President, Chief Financial Officer
David Hickey                   40    Vice President, Corporate Development
Frazer N. Hamilton             52    Vice President, Sales & Marketing



Michael E. Heisley, Sr.

     Michael  E.  Heisley,  Sr.,  age 64,  has  been a  member  of the  Board of
Directors  since  December 1998,  Chairman  since June 1999 and Chief  Executive
Officer of the Company since May 2000. Mr. Heisley has been the principal  owner
and executive  officer of a diverse group of businesses,  now operated under The
Heico Companies, LLC ("Heico") and Heico Holding, Inc. Mr. Heisley is a director
of Tom's  Foods Inc.  Mr.  Heisley  received  a  Bachelor's  degree in  Business
Administration from Georgetown University.


Kathleen A. Cote

     Kathleen A. Cote, age 52, has been a member of the Board of Directors since
July 2000. Since September 1998, Ms. Cote has been President of Seagrass
Partners, a consulting firm. From 1996 to 1998, Ms. Cote served as President and
Chief Executive Officer of Computervision Corporation, an international supplier
of product development and data management software, where she also served as
President and Chief Operating Officer. From 1989 to 1995, Ms. Cote served as
President and General Manager of PrimeService, a division of Prime Computer, the
predecessor to Computervision Corporation. Ms. Cote is a director of Vtel, Inc
and Western Digital Corporation.


Stanley H. Meadows

     Stanley H.  Meadows,  age 56,  has been a member of the Board of  Directors
since  December  1998.  Mr.  Meadows  has been  General  Counsel of Heico  since
February 1998 and is a partner at the law firm of McDermott, Will & Emery, where
he has practiced since 1970. Mr. Meadows is a director of Tom's Foods,  Inc. Mr.
Meadows  received a bachelor of science  degree from the  University of Illinois
and a law degree from the University of Chicago.


                                                                              15
<PAGE>

Andrew G. C. Sage II

     Andrew G.C.  Sage,  II, age 75, has been a member of the Board of Directors
since April 1999. Mr. Sage has served as Chief Executive Officer of Sage Capital
Corporation,   a  general   business  and   financial   management   corporation
specializing in business  restructuring and problem solving,  since 1993 and was
President and Chief Executive  Officer of  Robertson-Ceco  Corporation,  a metal
buildings  manufacturing  company, from November 1992 to December 1993. Mr. Sage
held various positions with Shearson Lehman Brothers, Inc. and its predecessors,
Lehman  Brothers  and  Lehman  Brothers  Kuhn  Loeb,  Inc.,  since  joining  the
investment bank in 1948,  including  General  Partner from 1960-1970,  President
from 1970-1973, Vice Chairman from 1973-1977,  Managing Director from 1977-1987,
and Senior Consultant from 1987-1990. Since 1990, Mr. Sage has been a consultant
in general business and financial management. Mr. Sage is a director of American
Superconductor  Corporation and Tom's Foods,  Inc. and is currently the Chairman
of the Board of Robertson-Ceco Corporation.


Emily Heisley Stoeckel

     Emily HeisleyStoeckel,  age 37, has been a member of the Board of Directors
since  October  2000.  Ms.  Heisley  Stoeckel  is a Managing  Director  of Heico
Acquisitions  and a Director of The Heico  Companies,  LLC, a holding company in
Chicago,  Illinois, which acquires or invests in and operates a diverse group of
businesses.  Ms. Heisley Stoeckel is a director of Tom's Foods, Inc. Ms. Heisely
Stoeckel received a bachelor's degree from Northwestern  University and a Master
of Business Administration from the University of Chicago.


James L. Martin

      James L. Martin, age 46, joined the Company in April 2000 as Chief
Technology Officer and in October 2000 was promoted to President & Chief
Operating Officer. Prior to this, Mr. Martin was a senior executive responsible
for deployment of Internet and e-business networks at both Cable & Wireless and
then previously MCI. Mr. Martin also managed a support organization for such
companies spanning 21 states, comprising of technical sales and sale support
consultants.


John T. Hanson

     John T. Hanson has been  Worldport's  Chief  Financial  Officer  since July
1999.  From August 1998 to July 1999,  Mr. Hanson  served as Vice  President and
Chief  Financial  Officer  for  Millenium  Rail,  Inc.,  a  railcar  repair  and
maintenance  services company.  Prior to that, from 1995 to 1998, Mr. Hanson was
Vice President and Chief Financial  Officer for Wace USA, Inc., an international
provider of technology  based  solutions for the graphic arts industry.  For ten
years prior to that, Mr. Hanson served as Vice President  Finance and Controller
for  Ameritech  where he was  responsible  for building the  Telephone  Industry
Services business unit.  Previously,  Mr. Hanson was Chief Financial Officer for
Illinois  Bell  Communications.  Mr.  Hanson  received  a  Bachelors  degree  in
Accounting  from  DePaul  University  and a Masters  degree in  Management  from
Northwestern University.


David Hickey

     David Hickey is the Company's Vice President, Corporate Development, and
has been with the Company since June 1998. From 1986 to June 1998, Mr. Hickey
served as a telecommunications consultant and founding director of Datanet
Limited, an independent international telecommunications consulting firm based
in Dublin, Ireland, advising corporate clients, including carriers and
government agencies. Mr. Hickey graduated with honors from the University
College of Dublin with a Bachelors degree in Electrical Engineering.


                                                                              16
<PAGE>

Frazer N. Hamilton

      Frazer N. Hamilton, age 52, joined the Company in January 2001 as Vice
President, Sales and Marketing. Prior to this, Mr. Hamilton was Chief Marketing
Officer at City-Reach International LLC, a British provider of secure Internet
exchanges. Earlier, Mr. Hamilton was Vice President, Worldwide Sales and
Marketing at PictureTel, a provider of visual and audio collaboration platforms.
Before that, he spent 22 years in various positions with British Telecom, 3M and
Cable & Wireless. Mr. Hamilton received an ONC Electrical Engineering degree
from Langside & Stow College, Glasgow, Scotland.



             Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and officers, and persons who beneficially own
more than 10% of our common stock, to file with the Securities and Exchange
Commission ("SEC") reports of beneficial ownership and changes in beneficial
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

     Based solely on the review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that during the 2000 fiscal year all filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with, except as follows: (1) a Form 5 relating to a grant of stock
options was inadvertently filed late on Mr. Hanson's behalf, (2) a Form 4
relating to a stock award was inadvertently filed late on David Hickey's behalf,
(3) a Form 4 relating to a single transaction was inadvertently filed late on
David Hickey's behalf, (4) a Form 3 was inadvertently filed late on behalf of
Emily Heisley Stoeckel, and (5) a Form 4 reporting a grant of stock options was
inadvertently filed late on behalf of Emily Heisley Stoeckel.






                                                                              17
<PAGE>




ITEM 11. EXECUTIVE COMPENSATION


     The following summary compensation table sets forth information concerning
cash and non-cash compensation for services rendered during the fiscal years
ended December 31, 2000, 1999 and 1998 to (a) the two persons who served as
Chief Executive Officer of the Company during 2000, (b) the highest paid
executive officers who were executive officers as of December 31, 2000 and (c)
certain other executive officers who would have been among the highest paid
executive officers if they had been executive officers of the Company as of
December 31, 2000 (the "Named Executive Officers").

<TABLE>

                           SUMMARY COMPENSATION TABLE
<CAPTION>

                                               Annual Compensation        Long-Term Compensation
                                               -------------------      Restricted    Securities
Name and                                                                   Stock      Underlying      All Other
Principal Position                   Year     Salary        Bonus         Awards     Options/SARs    Compensation
------------------                   ----     ------        -----         ------     ------------    ------------

<S>                                  <C>      <C>         <C>              <C>           <C>             <C>
Michael E. Heisley, Sr. (1)          2000     $206,301    $ 103,750        --            2,175,000       --
     Chairman of the Board and       1999           --           --        --                --          --
     Chief Executive Officer         1998           --           --        --                --          --

James L. Martin (2)                  2000     $232,630    $ 159,609 (3)    --              650,000       --
     President and Chief             1999           --           --        --                --          --
     Operating Officer               1998           --           --        --                --          --

John T. Hanson (4)                   2000     $235,000    $  90,000        --              650,000       --
     Vice President and Chief        1999     $108,537    $ 112,500        --              150,000       --
     Financial Officer               1998           --           --        --                --          --

David Hickey (5)                     2000     $251,616    $ 139,019        --              650,000      $  14,791 (7)
     Vice President, Corporate       1999     $154,708    $  95,416     10,000 (6)           --         $  24,753
     Development                     1998     $ 33,632    $  21,020        --              225,000      $   6,279

+Carl J. Grivner (8)                 2000     $130,137           --        --                --         $ 500,000 (10)
     Former Chairman of the Board,   1999     $259,690    $ 250,000        --              825,000 (9)  $ 100,000 (11)
     Chief Executive Officer and     1998           --           --        --                --          --
     President

+Stephen Courter (12)                2000     $ 54,808    $336,250(13)     --                --          --
     Former Regional Vice            1999     $157,103           --     30,000 (6)           --         $  60,000 (15)
     President -- Europe             1998     $ 69,231    $ 43,750         --              150,000 (14) $  20,068 (16)

------------------
+     No longer employed by the Company

1)       Mr. Heisley, Sr. was appointed Chief Executive Officer in April 2000.

2)       Mr. Martin joined the Company in April 2000.

3)       Includes a sign-on bonus of $70,000 upon joining the Company.

4)       Mr. Hanson joined the Company in July 1999.

5)       Mr. Hickey joined the Company in September 1998.

6)       Represents restricted stock awards which were granted in 1999.

7)       Represents pension plan donations made by the Company for Mr. Hickey's
         benefit.

</TABLE>


                                                                              18
<PAGE>

8)       Mr. Grivner served as Chairman, Chief Executive Officer and President
         of the Company from June 1999 to April 2000.

9)       Options to acquire 653,130 shares of common stock were cancelled upon
         Mr. Grivner's resignation effective April 2000.

10)      Represents a lump sum payment made to Mr. Grivner pursuant to the
         Settlement Agreement entered into between Mr. Grivner and the Company.

11)      Represents moving expenses paid to Mr. Grivner.

12)      Mr. Courter was employed by the Company from July 1998 to January 2000.

13)      Includes a $250,000 bonus paid to Mr. Courter upon completion of the
         Energis transaction.

14)      Options to acquire 100,000 shares of common stock were cancelled upon
         termination of Mr. Courter's employment.

15)      Represents a cost of living differential paid to Mr. Courter.

16)      Consists of a cost of living differential ($20,000) and group term life
         policy earnings ($68) paid to Mr. Courter.




                              EMPLOYMENT AGREEMENTS


Michael E. Heisley, Sr.

    In April 2000, Mr. Heisley assumed the post of Chairman of the Board,
President and Chief Executive Officer subsequent to Carl Grivner's resignation.
As Chief Executive Officer, Mr. Heisley earns a base salary of $300,000 per year
and a guaranteed annual bonus of $150,000. Additionally, Mr. Heisley received
options to acquire 2,175,000 shares of common stock under the Company's 2000
Long-Term Stock Incentive Plan which vest monthly over a three year period
beginning July 21, 2000, unless vesting is accelerated as a result of a change
in control of the Company


James L. Martin

    In April 2000, the Company entered into a three year employment agreement
with Mr. Martin whereby Mr. Martin agreed to serve as the Company's Chief
Technology Officer in Dublin, Ireland. In accordance with the terms of the
employment agreement, Mr. Martin earned a base salary of $280,000 per year and
was eligible to receive an annual bonus. Additionally, Mr. Martin received a
sign-on bonus of $70,000. In 2000, in accordance with his employment agreement,
Mr. Martin received options to acquire 650,000 shares of common stock under the
Company's 2000 Long-Term Stock Incentive Plan which vest in increments of
one-sixteenth over a four year period beginning March 1, 2000, unless vesting is
accelerated as a result of a change in control of the Company. The Company
reimburses Mr. Martin for the cost of housing in Ireland and the cost of leasing
a car, not to exceed $4,500 and $1,000 per month, respectively. Mr. Martin's
employment agreement provides that, in the event Mr. Martin's employment is
involuntarily terminated without cause, he will be entitled to a severance
payment equal to one year of his base salary. In October 2000, as a result of
Mr. Martin's promotion to President and Chief Operating Officer, Mr. Martin's
base salary was increased to $350,000 per year.


John T. Hanson

     In May 1999, the Company entered into an employment agreement with Mr.
Hanson whereby he agreed to serve as Chief Financial Officer of the Company. In
accordance with the terms of the employment



                                       19
<PAGE>

agreement,  Mr.  Hanson earns a base salary of $235,000 per year and is eligible
to receive an annual  bonus (he was  entitled to a  guaranteed  annual  bonus of
$90,000 for 1999).  In 1999, in accordance  with his employment  agreement,  Mr.
Hanson  received  options to acquire  150,000  shares of common  stock under the
Company's  Long-Term Incentive Plan which vest in increments of one-third over a
three year period  beginning  June 29, 2000,  unless vesting is accelerated as a
result of a change in control of the Company.  Mr. Hanson's  current  employment
agreement  provides that, in the event Mr. Hanson's  employment is involuntarily
terminated  as a result  of a  change  of  control  of the  Company,  he will be
entitled to a severance payment equal to two years of his base salary.


David Hickey

     In September 1998, the Company entered into an employment agreement with
Mr. Hickey whereby Mr. Hickey currently serves as Vice President--Corporate
Development. Pursuant to his employment agreement and taking into account annual
increases, Mr. Hickey earns a base salary of IEP 241,000 (approximately $269,000
assuming an exchange rate of IEP 1=$1.116). The Company reimburses Mr. Hickey
for the cost of leasing a car, not to exceed IEP 1,050 per month (approximately
$1,172). Mr. Hickey's current employment agreement provides that, in the event
Mr. Hickey's employment is involuntarily terminated as a result of a change of
control of the Company, he will be entitled to a severance payment equal to two
years of his base salary.


Carl J. Grivner

     In June 1999, the Company entered into a three-year employment agreement
with Mr. Grivner whereby Mr. Grivner agreed to serve as Chief Executive Officer
of the Company. Pursuant to the terms of his employment agreement, Mr. Grivner
was entitled to a base salary of $500,000 per year, and a minimum annual cash
bonus of $350,000. In addition, pursuant to his employment agreement, Mr.
Grivner was awarded options under the Company's Long-Term Incentive Plan to
acquire 825,000 shares of common stock.

     In the first quarter of 2000, Mr. Grivner agreed with the Board of
Directors that, in light of the start-up nature of the Company at such time, Mr.
Grivner's base salary would be decreased to $300,000 per year and Mr. Grivner's
annual bonus would be reduced to a minimum of $150,000. In connection with this
reduction in cash compensation, subject to stockholder approval of the proposed
2000 Long-Term Stock Incentive Plan (the "Proposed 2000 Plan"), Mr. Grivner was
awarded additional options to acquire 2,175,000 shares of common stock under the
Proposed 2000 Plan.

     In April 2000, Mr. Grivner resigned as Chairman of the Board, President and
Chief Executive Officer. Michael E. Heisley, Sr., a director of the Company,
assumed the post of Chairman of the Board, President and Chief Executive Officer
at that time. Pursuant to a Settlement Agreement entered into between Mr.
Grivner and the Company, the parties agreed, among other things, that (i) the
Company would pay Mr. Grivner a lump sum payment of $500,000; (ii) Mr. Grivner
would be entitled to retain vested options to purchase up to 103,122 shares of
common stock and his other options would be forfeited; and (iii) Mr. Grivner
would not, prior to April 24, 2001, directly or indirectly solicit any officers
or employees of the Company or any of its affiliates for employment or other
retention without the prior written consent of the Company. The Settlement
Agreement additionally provides for a noncompetition agreement by Mr. Grivner
until April 24, 2001, mutual releases by Mr. Grivner and the Company, and
indemnification and insurance by the Company with respect to certain matters in
connection with Mr. Grivner's service with the Company.


Stephen R. Courter

     In June 1998, Mr. Courter agreed to serve as the Company's Managing
Director--Finance pursuant to an employment agreement. On January 14, 2000, Mr.
Courter's employment was terminated and Mr. Courter



                                                                              20
<PAGE>

became employed by a subsidiary of Energis plc ("Energis") as part of the sale
of the EnerTel assets by the Company to Energis. Mr. Courter's base salary
pursuant to the letter agreement, as amended, was $172,500 and Mr. Courter was
compensated for the cost of living differential at a rate of $5,000 per month.
Mr. Courter was also eligible to receive a bonus equal to 50% of his base pay.
Pursuant to his employment agreement, Mr. Courter was granted an option to
acquire 150,000 shares of common stock, of which options to acquire 100,000
shares were cancelled when his employment terminated in January 2000.

 .

                            LONG-TERM INCENTIVE PLANS

     The Company adopted the 2000 Long-Term Stock Incentive Plan (the "2000
Long-Term Incentive Plan) in July 2000. Additionally, the Company's Amended and
Restated Long-Term Incentive Plan (the "1996 Long-Term Incentive Plan") was
adopted in 1996. These plans were adopted to promote the Company's success and
enhance stockholder value by (i) linking the personal interests of the Company's
directors, key employees and consultants to those of the stockholders, (ii)
providing directors and employees with an incentive for outstanding performance
and (iii) providing flexibility in the Company's ability to attract and retain
the services of its directors, employees and contractors.

     The 2000 and 1996 Long-Term Incentive Plans are administered by the
Compensation Committee, whose members must qualify as non-employee directors
within the meaning of the SEC's regulations. The Compensation Committee is
authorized to determine, among other things, the individuals to whom, and the
times at which, options and other benefits are to be granted, the number of
shares subject to each option, the applicable vesting schedule and the exercise
price. The 2000 Long-Term Incentive Plan provides that, upon a Change of Control
(as defined in the 2000 Long-Term Incentive Plan), all outstanding options and
other awards in the nature of rights that may be exercised pursuant to the 2000
Long-Term Incentive Plan shall become fully exercisable and all restrictions on
all awards granted thereunder shall lapse.

     The Board of Directors has the power to amend the 2000 and 1996 Long-Term
Incentive Plans from time to time. Stockholder approval of an amendment is only
required to the extent that it is required by law or regulatory authority.

     As of December 31, 2000, options to acquire a total of 5,503,231 and
3,198,941 shares of common stock were outstanding under the 2000 Long-Term
Incentive Plan and 1996 Long-Term Incentive Plan, respectively (of which
1,043,315 and 3,060,606, respectively, were vested) with exercise prices ranging
from $0.75 to $14.19 per share.





                                                                              21
<PAGE>



                                     OPTIONS

     The following table sets forth certain information with respect to each
Named Executive Officer concerning individual grants of options to purchase
common stock made during the year ended December 31, 2000 under the 2000
Long-Term Incentive Plan:

<TABLE>

                        OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>

                                   % of Total
                                   Number of       Options                                 Potential Realized
                                     Shares      Granted to                                 Value at Assumed
                                   Underlying     Employees   Exercise of              Annual Rates of Stock Price
           Name and                 Options       in Fiscal   Base Price   Expiration    Appreciation for Option
      Principal Position            Granted       Year (1)     Per Share    Date (2)            Term (3)
      ------------------            -------       --------     ---------    --------            --------
                                                                                            5%            10%
                                                                                            --            ---

<S>                               <C>               <C>          <C>        <C>          <C>           <C>
Michael E. Heisley, Sr.           2,175,000 (4)     38.9%        $2.88      7/21/10      $3,939,396    $12,307,807
     Chairman of the Board and
     Chief Executive Officer

James L. Martin                     650,000 (5)     11.6%        $2.65       3/1/10      $1,083,271     $2,745,221
     President and Chief
     Operating Officer

John T. Hanson                      650,000 (6)     11.6%        $2.69      2/11/00      $1,099,622     $2,786,659
     Vice President and Chief
     Financial Officer

David Hickey                        650,000 (6)     11.6%        $2.69      2/11/00      $1,099,622     $2,786,659
     Vice President, Corporate
     Development

---------------
1) Based on an aggregate of 5,590,200 options granted to employees, including
   the Named Executive Officers, in 2000.
2) The term of all options is ten years.
3) The potential realizable value is calculated based on the term of the option
   at its time of grant (ten years). It is calculated by assuming that the stock
   price on the date of grant appreciates at the indicated annual rate
   compounded for the entire term of the option and that the option is exercised
   and sold on the last day of its term for the appreciated stock price. The
   assumed annual rates of stock price appreciation of 5% and 10% are set by
   rules promulgated by the SEC and are not intended as a forecast of possible
   future appreciation in stock prices.
4) These options vest on a monthly basis over a three-year period in
   one-thirtysixth increments from date of grant (July 21, 2000).
5) These options vest on a quarterly basis over a four-year period in
   one-sixteenth increments from date of grant (March 1, 2000).
6) These options vest on a quarterly basis over a four-year period in
   one-sixteenth increments from date of grant (February 11, 2000).

</TABLE>


                                                                              22
<PAGE>


     The following table sets forth certain information with respect to each
Named Executive Officer concerning the exercise of options to purchase common
stock during the fiscal year ended December 31, 2000, as well as unexercised
options to purchase common stock held as of the end of such fiscal year:

<TABLE>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES
<CAPTION>

                                       Shares                    Number of Securities
                                      Acquired                        Underlying                Value of Unexercised
                                         On        Value        Unexercised Options at          In-the-Money Options
Name                                  Exercise    Realized         December 31, 2000            December 31, 2000 (1)
----                                  --------    --------         -----------------            ---------------------
                                                             Exercisable   Unexercisable    Exercisable    Unexercisable
                                                             -----------   -------------    -----------    -------------
<S>                                         <C>          <C>      <C>            <C>             <C>             <C>
Michael E. Heisley, Sr.                      --          --       483,333        1,691,667       $224,267        $784,933
     Chairman of the Board and
     Chief Executive Officer

James L. Martin                              --          --       121,875          528,125        $84,581        $366,519
     President and Chief
     Operating Officer

John T. Hanson                               --          --       171,875          628,125        $79,706        $345,394
     Vice President and Chief
     Financial Officer

David Hickey                                 --          --       346,875          528,125        $79,706        $345,394
     Vice President, Corporate
     Development

+Carl J. Grivner                             --          --       103,122               --             --              --
     Former Chairman of the Board,
     Chief Executive Officer and
     President

+Stephen Courter                             --          --        50,000               --             --              --
     Former Regional Vice
     President -- Europe

  ----------------
  +  No longer in the employment of the Company

1)   Value is calculated in accordance with the rules of the SEC by subtracting
     the exercise price per share for each option from the fair market value of
     the underlying common stock as of December 31, 2000 and multiplying that
     difference by the number of shares of common stock subject to the option.
     The fair market value of one share of common stock as of December 31, 2000
     was $3.34 per share.

</TABLE>


                             DIRECTORS' COMPENSATION


     In 2000, each non-employee director received options under the 2000
Long-Term Stock Incentive Plan to acquire 100,000 shares of the Company's common
stock. These options were granted on July 21, 2000 to Ms. Cote, Mr. Meadows and
Mr. Sage and on October 3, 2000 to Ms. Heisley Stoeckel. The options will vest
on a quarterly basis over a four-year period in one-sixteenth increments from
the date of grant.

     No other compensation was paid to the non-employee members of the Board of
Directors for their service as Directors. The Directors are entitled to
reimbursement by the Company for their reasonable expenses incurred in acting as
Directors.


                                                                              23
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                                  Common Stock

     The following table sets forth certain information as of March 31, 2001
(except as otherwise indicated) regarding the beneficial ownership of the common
stock by (i) all individuals known to beneficially own 5% or more of the
outstanding common stock, (ii) each of the Named Executive Officers (as defined
above under Executive Compensation), directors and nominees for director and
(iii) all of the Company's executive officers and directors as a group, in each
case to the best of the Company's knowledge. Except as otherwise indicated, the
Company believes that the beneficial owners of such securities listed below have
sole investment and voting power with respect to such shares. Unless otherwise
indicated, the address of the directors and officers listed in the tables below
is that of the Company's principal offices located at 975 Weiland Road, Suite
160, Buffalo Grove, Illinois 60089.



                                                  Number of Shares
                                                    Beneficially      Percent of
Name of Beneficial Owner                              Owned (1)        Class (2)
------------------------                              ---------        ---------
The Heico Companies, LLC (3)                         26,221,696           39.3%
Michael E. Heisley (4)                               26,825,862           40.2%
J O Hambro Capital Management Limited (5)            11,676,000           17.5%
Stanley H. Meadows (6)                                1,782,870            2.7%
David Hickey (7)                                        442,125
                                                                              *
John T. Hanson (8)                                      310,125
                                                                              *
James L. Martin (9)                                     162,500
                                                                              *
Andrew G. C. Sage II (6)                                118,750
                                                                              *
Kathleen A. Cote (6)                                     18,750
                                                                              *
Emily Heisley Stoeckel (10)                              13,700
                                                                              *
+Carl J. Grivner (9)                                    103,122
                                                                              *
+Stephen Courter (9)                                     50,000
                                                                              *
Executive officers and directors as a group
 (eight people)(11,12)                               29,673,682           44.4%


-----------

   * Less than 1%.
   + No longer employed by the Company.

1)   With respect to any particular individual or group, the number of shares of
     common stock beneficially owned by such individual or group includes the
     number of shares of common stock issuable upon the conversion of
     convertible securities or the exercise of options owned by such individual
     or group, in each case if such securities are convertible or exercisable
     within 60 days of March 31, 2001.

2)   Based on (i) 33,950,352 shares of common stock outstanding, (ii) 22,103,171
     shares of common stock issuable upon the conversion of convertible
     securities, (iii) 3,750,000 shares of common stock issuable upon conversion
     of 424,809 shares of Series F Preferred Stock issuable upon exercise of
     options, and (iv) 6,987,793 shares of common stock issuable upon the
     exercise of options or warrants as of March 31, 2001.

3)   Includes (i) 3,689,444 shares of common stock issuable upon conversion of
     922,361 shares of Series B Preferred Stock, (ii) 15,385,165 shares of
     common stock issuable upon conversion of 1,416,030 shares of Series C
     Preferred Stock, (iii) 316,921 shares of common stock issuable upon
     conversion of 316,921



                                       24
<PAGE>

     shares of Series D Preferred Stock, (iv) 1,538,517 shares of common stock
     issuable upon conversion of 141,603 shares of Series E Preferred Stock, (v)
     3,349,991 shares of common stock issuable upon conversion of 379,495 shares
     of Series F Preferred Stock issuable upon exercise of an option, (vi)
     1,000,000 shares of common stock issuable upon conversion of 1,000 shares
     of Series G Preferred Stock, and (vii) 679,451 shares of common stock
     issuable upon exercise of a warrant. The address of this stockholder is
     5600 Three First National Plaza, Chicago, Illinois 60602.

4)   Represents all shares beneficially owned by The Heico Companies, LLC
     ("Heico"), an entity which Mr. Heisley controls, plus 604,167 shares of
     common stock which may be acquired pursuant to options owned directly by
     Mr. Heisley. Mr. Heisley's address is c/o Heico, 5600 Three First National
     Plaza, Chicago, Illinois 60602.

5)   Pursuant to a Schedule 13G filed on October 10, 2000 by (i) J O Hambro
     Capital Management (Holdings) Limited ("Holdings"), (ii) J O Hambro Capital
     Management Limited ("J O Hambro Capital Management"), (iii) Christopher
     Harwood Bernard Mills, (iv) American Opportunity Trust plc ("American
     Opportunity Trust"), (v) Growth Financial Services Limited ("GFS"), (vi)
     North Atlantic Smaller Companies Investment Trust plc ("NASCIT"), (vii)
     Oryx International Growth Fund Limited ("Oryx"), (viii) Consulta (Channel
     Islands) Limited ("Consulta"), (ix) The Trident North Atlantic Fund
     ("Trident North Atlantic") and (x) The Trident European Fund ("Trident
     European"), as of October 10, 2000, such persons/entities beneficially
     owned the following shares of common stock pursuant to shared investment
     and voting power: 6,276,000 shares (9.4%), 6,276,000 shares (9.4%),
     6,276,000 shares (9.4%), 750,000 shares (1.1%), 1,000,000 shares (1.5%),
     1,000,000 shares (1.5%), 625,000 shares (0.9%), 625,000 shares (0.9%),
     400,000 shares (0.6%) and 1,000,000 shares (1.5%), respectively. The
     address of Holdings, J O Hambro Capital Management, Christopher Harwood
     Bernard Mills, GFS, NASCIT and American Opportunity Trust is Ryder Court,
     14 Ryder Street, London SW1Y 6QB England. The address of Oryx and Consulta
     is Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey. The
     address of Trident North Atlantic and Trident European is P.O. Box 309
     Ugland House, George Town, Grand Cayman, Cayman Islands. Holdings is the
     ultimate holding company for J O Hambro Capital Mangement. J O Hambro
     Capital Management serves as co-investment advisor to American Opportunity
     Trust and NASCIT (two publicly-held investment trust companies), as
     investment advisor to Oryx (a closed-end investment company) and as
     investment advisor to Trident North Atlantic Fund and Trident European Fund
     (two publicly-held regulated Mutual Funds). Christopher Harwood Bernard
     Mills is a director of J O Hambro Capital Management, Oryx and Trident
     North Atlantic Fund, and is co-investment advisor to American Opportunity
     Trust and NASCIT. Consulta serves as investment manager to Oryx. GFS has
     undertaken to provide the services of Christopher Mills to NASCIT.

6)   Includes 18,750 shares of common stock issuable upon the exercise of
     options.

7)   Includes 428,125 shares of common stock issuable upon the exercise of
     options.

8)   Includes 303,125 shares of common stock issuable upon the exercise of
     options.

9)   Represents shares of common stock issuable upon the exercise of options.

10)  Includes 12,500 shares of common stock issuable upon the exercise of
     options.

11)  Includes (i) 21,930,047 shares of common stock issuable upon the conversion
     of convertible securities, (ii) 3,349,991 shares of common stock issuable
     upon conversion of 379,495 shares of Series F Preferred Stock issuable upon
     exercise of an option, and (iii) 2,246,118 shares of common stock issuable
     upon the exercise of options or warrants.

12)  Does not include Messrs. Grivner or Courter, each of whom were no longer
     employed by the Company as of March 31, 2001.





                                                                              25
<PAGE>





                                 Preferred Stock

Series B Preferred Stock

     The Series B Preferred Stock votes as a single class with the common stock,
with each share entitled to 40 votes. The Series B Preferred Stock is
convertible on a 1:4 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series B Preferred Stock has been
converted. The conversion price of the Series B Preferred Stock is $1.34, as
adjusted from time to time.

Series C Preferred Stock

     The Series C Preferred Stock votes as a single class with the common stock,
with each share entitled to 40 votes. The Series C Preferred Stock is
convertible on a 1:10.865 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series C Preferred Stock has been
converted. The conversion price of the Series C Preferred Stock is $3.25, as
adjusted from time to time.

Series D Preferred Stock

     The Series D Preferred Stock votes as a single class with the common stock,
with each share entitled to one vote. The Series D Preferred Stock is
convertible on a 1:1 basis into common stock and is subject to mandatory
conversion upon the date on which 221,845 shares of the Series D Preferred Stock
have been converted. The conversion price of the Series D Preferred Stock is
$3.25 per share, as adjusted from time to time.

Series E Preferred Stock

     The Series E Preferred Stock votes as a single class with the common stock,
with each share entitled to 10.865 votes. The Series E Preferred Stock is
convertible on a 1:10.865 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series E Preferred Stock has been
converted. The conversion price of the Series E Preferred Stock is $3.25, as
adjusted from time to time.

Series F Preferred Stock

     The Series F Preferred Stock votes as a single class with the common stock,
with each share entitled to 8.8275 votes. The Series F Preferred Stock is
convertible on a 1:8.8275 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series F Preferred Stock has been
converted. The conversion price of the Series F Preferred Stock is $4.00, as
adjusted from time to time. Heico holds an option to acquire 424,809 shares of
Series F Preferred Stock for an aggregate purchase price of $15,000,000. As of
March 31, 2001, no shares of Series F Preferred Stock were outstanding.

Series G Preferred Stock

     The Series G Preferred Stock votes as a single class with the common stock,
with each share entitled to 1,000 votes. The Series G Preferred Stock is
convertible on a 1:1,000 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series G Preferred Stock has been
converted. The conversion price of the Series G Preferred Stock is $2.00, as
adjusted from time to time.


Series B, C, D, E, F and G Preferred Stock

     The following table sets forth certain information as of March 31, 2001
(except as otherwise indicated) regarding the beneficial ownership of Series B,
C, D, E, F and G Preferred Stock by (i) all individuals known to beneficially
own 5% or more of the outstanding shares of such class of security, (ii) each of
the Named Executive Officers (as defined above under Executive Compensation),
directors and nominees for director and (iii) all of the Company's executive
officers and directors as a group, in each case to the best of



                                                                              26
<PAGE>

the Company's knowledge. Except as otherwise indicated, the Company believes
that the beneficial owners of such securities listed below have sole investment
and voting power with respect to such shares. Unless otherwise indicated, the
address of the directors and officers listed in the tables below is that of the
Company's principal offices located at 975 Weiland Road, Suite 160, Buffalo
Grove, Illinois 60089.

<TABLE>

                                                      Number and Percentage Beneficially Owned of:
                                  -------------------------------------------------------------------------------------
Name of Beneficial Owner          Series B (1)   Series C (2)  Series D (3)  Series E (4)  Series F (5)   Series G (6)
------------------------          ------------   ------------  ------------  ------------  ------------   ------------

<S>                                     <C>         <C>             <C>           <C>            <C>             <C>
The Heico Companies, LLC                922,361     1,416,030       316,921       141,603        379,495         1,000
                                        (95.5%)        (100%)        (100%)        (100%)        (89.3%)        (100%)
Michael E. Heisley (7)                  922,361     1,416,030       316,921       141,603        379,495         1,000
                                        (95.5%)        (100%)        (100%)        (100%)        (89.3%)        (100%)
Stanley H. Meadows                           --            --            --            --             --            --
                                             --            --            --            --             --            --
Andrew G. C. Sage II                         --            --            --            --             --            --
                                             --            --            --            --             --            --
Emily Heisley Stoeckel                       --            --            --            --             --            --
                                             --            --            --            --             --            --
James L. Martin                              --            --            --            --             --            --
                                             --            --            --            --             --            --
John T. Hanson                               --            --            --            --             --            --
                                             --            --            --            --             --            --
David Hickey                                 --            --            --            --             --            --
                                             --            --            --            --             --            --
+Carl J. Grivner                             --            --            --            --             --            --
                                             --            --            --            --             --            --
+Stephen Courter                             --            --            --            --             --            --
                                             --            --            --            --             --            --
Executive officers and                  922,361     1,416,030       316,921       141,603        379,495         1,000
directors as a group (eight             (95.5%)        (100%)        (100%)        (100%)        (89.3%)        (100%)
people) (8)

---------------------
+    No longer employed by the Company.

1)   Based on 965,642 shares of Series B Preferred Stock outstanding as of
     March 31, 2001.

2)   Based on 1,416,030 shares of Series C Preferred Stock outstanding as of
     March 31, 2001.

3)   Based on 316,921 shares of Series D Preferred Stock outstanding as of
     March 31, 2001.

4)   Based on 141,603 shares of Series E Preferred Stock outstanding as of
     March 31, 2001.

5)   Heico holds an option to acquire 379,495 shares of Series F Preferred Stock
     for an aggregate purchase price of $13,399,962, which option is exercisable
     at any time until July 15, 2002. No shares of Series F Preferred Stock were
     outstanding as of March 31, 2001.

6)   Based on 1,000 shares of Series G Preferred Stock outstanding as of
     March 31, 2001.

7)   Represents shares owned by Heico, an entity which Mr. Heisley controls.

8)   Does not include Messrs. Grivner or Courter, who were no longer in the
     employment of the Company as of March 31, 2001.

</TABLE>



                                                                              27
<PAGE>




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Heico Equity Investments

     In November 1999, Heico purchased a participating interest in the Company's
interim loan in the amount of approximately $18.6 million in principal plus
accrued interest thereon. In connection with Heico's participation in the
interim loan, Heico was granted warrants to purchase 416,240 shares of common
stock for $.01 per share at any time until June 2008. The interim loan was
repaid in full in January 2000. In September 2000, Heico was issued additional
warrants to purchase 263,211 shares of common stock for $.01 per share at any
time until June 2008.

     In December 1999, the Company executed a note in favor of Heico in the
aggregate principal amount of $2 million. The note accrued interest at a rate of
14% per annum. In February 2000, Heico elected to convert the note into 1,000
shares of Series G Preferred Stock. Negotiations were finalized and the
preferred shares were issued in August 2000. The preferred stock is convertible
into 1,000 shares of common stock and has voting rights equal to 1,000 votes per
share. The proceeds of this loan were primarily used by the Company as working
capital and for general corporate purposes pending the receipt of the proceeds
from the Energis transactions described below.


Interests of Heico in Energis Transaction

     Heico owned 15% of the outstanding capital stock of Worldport
Communications Europe Holding B.V. ("WCEH"), which was sold to Energis as part
of the Company's sale of substantially all of its assets to Energis (the
"Sale"). Simultaneously with the execution of the agreements relating to the
Sale (the "Sale Agreements"), on November 11, 1999, Heico entered into an
agreement with Energis to sell its 15% interest in WCEH for $64.6 million in
cash and Energis' agreement to repay to Heico a loan and accrued interest
thereon in the aggregate amount of $12.2 million as of September 30, 1999. This
transaction was completed contemporaneously with the Sale.

     In addition, as noted above, Heico was one of the lenders participating in
the Company's interim loan. Heico received approximately $18.6 million in
principal plus accrued interest thereon pursuant to the Sale Agreements upon
consummation of the Sale when the interim loan was paid in full. In connection
with Heico's participation in the interim loan, Heico was granted warrants to
purchase 679,451 shares of common stock for $.01 per share. The warrants expire
in June 2008.


Other Transactions

     Mr. Meadows, one of the Company's directors, is a partner of McDermott,
Will & Emery, a law firm which provided the Company with legal services during
2000 and 2001.

     In June 1999, in connection with Mr. Grivner's relocation to Chicago to
begin his employment as the Company's Chief Executive Officer, Heico purchased
Mr. Grivner's house in Virginia for $2.1 million. Heico borrowed the funds
necessary to purchase the house under its revolving line of credit. After the
purchase, Heico listed the house for sale and paid for the upkeep of the
property.

     In October 2000, the Company purchased Mr. Grivner's house from Heico for
approximately $2.3 million, representing the purchase price paid by Heico, the
interest paid by Heico under its revolving line of credit for the funds used to
purchase the house and the cost of maintaining the property during the time the
house has been held by Heico. The Company intends to sell the house as soon as
possible.





                                                                              28
<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                               WORLDPORT COMMUNICATIONS, INC.


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




Dated:  April 26, 2001