SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A     

                                   (Mark One)

                   Ammended     Annual Report Pursuant to Section 13 or 15(d) of
    [root]      the  Securities  Exchange  Act  of  1934  [Fee required] For the
                fiscal year ended December 31, 1996
---------------

                                            or
                Transition  Report  Pursuant  to  Section  13 or  15(d)  of  the
                Securities Exchange Act of 1934 [No fee required]
---------------
                For the Transition Period from __________ to __________

                        Commission File Number 33-32341-D

                         WORLDPORT COMMUNICATIONS, INC.
           (Name of Small Business Issuer as Specified in its Charter)

                              Sage Resources, Inc.
                          (Previous name of Registrant)


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

9601 Katy Freeway, Suite 200, Houston, Texas                     77024
 (Address of principal executive offices)                      (Zip Code)

Issuer's telephone number:    (713) 461-4999    
Securities registered pursuant to Section 12(b) of the Act:
                           None
Securities registered pursuant to Section 12(g) of the Act:

                           None    

                                       Name of each exchange on which registered
                                                            N/A

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(b) of the  Securities  Exchange  Act of 1934 during the past 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      [root]            NO

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-KSB/A     or any amendment to this    Form 10-KSB/A.     [ [root] ]

         The  Issuer's  revenues for its most recent  fiscal year were  $34,399,
consisting of interest income.

         The Issuer is unable to  calculate  the  aggregate  market value of the
common stock of the Registrant held by  nonaffiliates  because no market for the
common stock has yet developed.

         As of  December  31,  1996,  9,053,667  shares  of  common  stock  were
outstanding.

         Documents incorporated by reference: None.

                                   Transitional Small Business Disclosure Format
                                                   (Check one):

                                               Yes _______ No __X___






<PAGE>


Item 12. Certain Relationships and Related Transactions

         All of the  Company's  directors  and  Jonathan  Y.  Hicks  are  either
employees or affiliates of Maroon Bells.  The Company and Maroon Bells have been
parties to the transactions identified below.

         Stock Purchase Agreement

         On June  26,  1996,  Maroon Bells,  its principals,  and  certain  non-
affiliated  investors  entered  into a  stock  purchase  agreement  to  purchase
newly-issued  shares of the Company's  common stock  representing  approximately
98.5% of the  outstanding  shares of the Company as of the date of the Agreement
for $110,000 in cash. Prior to the stock purchase agreement,  the Company had no
operations and little or no assets or liabilities. Effective upon this change of
control,  the Company  adopted a business  strategy  to enter the  international
telecommunications  services  industry.  Subsequent to its initial investment in
the Company,  Maroon  Bells  allocated  substantial  amounts of its own internal
corporate  resources to the  development  and  implementation  of the  Company's
overall operating  strategy,  including legal, travel and other expenses and the
contribution to the Company of certain business  development  opportunities  for
which Maroon Bells received no additional compensation from the Company.

         Office Space

         From October 1, 1996 until April 10, 1997,  the Company  maintained its
offices in space provided at no charge to the Company by Maroon Bells,  pursuant
to a  month-to-month  agreement,  at 100  California  Street,  Suite  1400,  San
Francisco,  California  94111.  The Company paid no rental or lease payments for
the office space, basic telephone expenses, supplies or utilities.

         Consulting Agreements

         In July, 1996, the Company entered into consulting agreements with Paul
Moore,  Theodore  Swindells,  Phillip Magiera,  Edward Mooney and Jonathan Hicks
(the  "Consultants").  Messrs.  Moore,  Swindells and Magiera are  principals of
Maroon  Bells  and  Messrs.  Hicks  and Mooney are  employees  of Maroon  Bells.
Pursuant  to the  consulting  agreements,  a  total  of  650,000  shares  of the
Company's  common stock were earned by the Consultants for services  rendered to
the  Company.  On February 8, 1997,  the Company  filed a form S-8  registration
statement  with  the  Securities  and  Exchange  Commission   (Registration  No.
333-21549) to register these 650,000 shares.

         Maroon Bells Capital Partners, Inc.'s Loan to the Company

         On July 1,    1996,     Maroon  Bells  loaned  to  the Company $500,000
pursuant to the Maroon Bells Loan. The Maroon Bells Loan was  collateralized  by
the Com Tech Note. On October 15, 1996,  $80,000 of the Maroon Bells Loan, which
had been assigned to two non-affiliated  offshore  entities,  was converted into
shares of the  Company's  common  stock,  resulting in the issuance of 1,000,000
shares of the Company's  common stock. The remaining  $420,000  principal amount
due to Maroon  Bells was due and  payable  on  November  1, 1996.  Maroon  Bells
subsequently  agreed to an extension  of the  maturity  date of the Maroon Bells
Loan until April 1, 1997. As  consideration  for such an extension,  the Company
agreed to pay to Maroon Bells all accrued  interest  under the Maroon Bells Loan
as of January 16, 1997.

         On March 7, 1997,  Maroon  Bells and the Company  entered  into a Stock
Issuance and Indemnification Agreement whereby Maroon Bells agreed to (a) cancel
the $420,000 outstanding  principal and all accrued, but unpaid,  interest as of
that date in exchange for 1,680,000 shares (the "Indemnification Shares") of the
Company's  common stock,  (b) indemnify the Company for an amount up to $460,000
(payable either in (i) cash, (ii) the Indemnification Shares, (iii) by return of
other Company shares (based on $0.25 per share), or (iv) a combination  thereof,
in the event that the Company is unsuccessful in securing repayment from the Com
Tech Loan, and (c) divide equally with the Company any proceeds, assets or other
consideration  in excess of $540,000  received by the Company as a result of the
enforcement  of the Com Tech  Loan.  Maroon  Bells also  agreed to refrain  from
transferring  or  selling  the  Indemnification  Shares  until  such time as the
disposition of the Com Tech Loan is determined.


                                       13





<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 of 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

         Dated this 8th day of May, 1997

                                       WORLDPORT COMMUNICATIONS, INC.


                                       By  /s/John Dalton
                                           -------------------------------------
                                           John Dalton
                                           President and Chief Executive Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Company and in the capacities and on the dates indicated.


    Signature                       Capacity                         Date
    ---------                       --------                         ----

/s/John Dalton
----------------------    President, Chief Executive Officer     May 8, 1997
John Dalton               (Principal Executive Officer)


/s/Edward P. Mooney
----------------------    Director                               May 8, 1997
Edward P. Mooney


/s/Jonathan Y. Hicks
----------------------    Director and Secretary                 May 8, 1997
Jonathan Y. Hicks         


/s/Phillip S. Magiera
----------------------    Director                               May 8, 1997
Phillip S. Magiera


/s/W. Dean Spies
----------------------    Chief Financial Officer and            May 8, 1997
W. Dean Spies             Treasurer (Principal Financial
                          Officer and Principal Accounting
                          Officer).

                                       17