SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Network Long Distance, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
64121K 10 5
(CUSIP Number)
James M. Ash, Esq., 2300 Main Street, Kansas City, Missouri 64108
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box _______.
Check the following box if a fee is being paid with the statement __X__. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 5 Pages<PAGE>
<PAGE>
CUSIP No. 64121K 10 5 13D Page 2 of 5 Pages
1. NAME OF REPORTING PERSON: MICHAEL S. MIROSLAW
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) ____
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS *: SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e): _____
6. CITIZENSHIP OR PLACE OR ORGANIZATION: United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 455,556 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 455,556 shares
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 455,556
shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.7
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP NO. 64121K 10 5 13D Page 3 of 5 Pages
Item 1. Security and Issuer
Common Stock, $.0001 par value per share (the "Shares").
The principal executive office of Network Long Distance, Inc. (the
"Issuer") is located at 525 Florida Street, Baton Rouge, Louisiana
70801-1708.
Item 2. Identity and Background
(a) Michael S. Miroslaw
(b) 5631 State Park Road, Fairway, Kansas 66205
(c) The reporting person is the Association Coordinator of United
Wats, Inc., a Kansas corporation ("UWI"), and wholly owned
subsidiary of the Issuer. UWI is a long distance
telecommunications company located at 7000 Squibb, Suite 310,
Mission, Kansas 66202.
(d) None.
(e) None.
(f) United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The Issuer issued a total of 2,277,780, or 455,556 Shares each, to
Michael S. Miroslaw, David H. Ferdman, Kevin L. Jackson, Timothy A.
Barton and Jonathan K. Barton in exchange for a total of 165,195
shares, or 33,039 shares from each named individual, of UWI common
stock, $.10 par value per share. As a result of this share exchange,
UWI became a wholly owned subsidiary of the Issuer and the reporting
person became a shareholder of the Issuer.
Item 4. Purpose of Transaction
The purpose for entering into the transaction was to effect the sale
of UWI to the Issuer.
(a) None.
(b) None.
(c) None.
(d) None, however, Timothy A. Barton did become a member of the
Board of Directors of the Issuer on November 15, 1996.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) The information in Items 11 through 13 in the cover pages hereof
is hereby incorporated by reference.
(b) The information in Items 7 through 10 in the cover pages hereof
is hereby incorporated by reference.
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
(1) None;
(2) None; and
(3) None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 22, 1996
/s/ Michael S. Miroslaw
------------------------------------
Michael S. Miroslaw
