NETWORK LONG DISTANCE INC
8-K/A, 1996-11-15
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                  SECURITIES AND EXCHANGE COMMISSION
                                   
                           WASHINGTON, D.C.
                                   
                                   
                              FORM 8-K/A
                                   
                                   
                            CURRENT REPORT
                                   
                                   
                Pursuant to Section 10 or 15(d) of the
                    Securities Exchange Act of 1934
                                   
                                   
                                   
                          September 16, 1996
           ------------------------------------------------
           Date of Report (date of earliest event reported)
                                   
                                   
                      NETWORK LONG DISTANCE, INC.
         -----------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)


    Delaware                        0-23172                72-1122018    
- ---------------                  -----------          -------------------
(State or Other                  (Commission          (IRS Employer Iden-
Jurisdiction of                  File Number)          tification Number)
Incorporation)

                                   
                          525 Florida Street
                     Baton Rouge, Louisiana  70801
                --------------------------------------
                (Address of Principal Executive Offices
                          Including Zip Code)


                             (504) 343-3125
                     ------------------------------
                     (Registrant's telephone number,
                          including area code)







Page 1 of 3.

<PAGE>

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (a)  Audited Financial Statements of United Wats, Inc.

                                                                Item 7(a)


                     INDEPENDENT AUDITORS' REPORT
                     - - - - - - - - - - - - - - -


To the Board of Directors

     United Wats, Inc.

          We have audited the balance sheets of

                           UNITED WATS, INC.

as of December 31, 1995 and 1994, and the related statements of income,
changes in stockholders' equity and cash flows for the years ended December
31, 1995, 1994 and 1993.  These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

          We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform the
audits to obtain  reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of United
Wats, Inc. as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years ended December 31, 1995, 1994
and 1993 in conformity with generally accepted accounting principles.

                                         /s/ MAYER HOFFMAN MCCANN L.C.   
                                         --------------------------------
                                             Certified Public Accountants


Kansas City, Missouri
March 11, 1996

                                   -2-

<PAGE>


                               SIGNATURES
                               ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        NETWORK LONG DISTANCE, INC.



Dated: November 15, 1996                By:   /s/ MARC I. BECKER
                                            -----------------------------
                                            Marc I. Becker,
                                            Executive Vice President



                                   -3-


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