FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


(Mark One)

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

                For the quarterly period ended September 30, 1996

                                       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 0-10966

                       NATIONAL TRANSACTION NETWORK, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                         No. 75-1535237
             --------                                         --------------
 (State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                        Identification Number)


         9 Kane Industrial Drive
          Hudson, Massachusetts                                  01749
       ---------------------------                            ----------
 (Address of principal executive offices)                     (Zip Code)

                                 (508) 562-6500
                                 --------------
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.

                     Yes   [X]     No  [ ]

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable  date: Common Stock, $.15
par value per share, outstanding as of November 12, 1996: 3,248,606 shares.






                       NATIONAL TRANSACTION NETWORK, INC.



                                                                           PAGE
                                                                           ----
PART I     FINANCIAL INFORMATION

  Item 1   Financial Statements

           Balance Sheets
                  September 30, 1996 and December 31, 1995                     3

           Statements of Operations
                  Three months ended September 30, 1996 and 1995               5
                  Nine months ended September 30, 1996 and 1995                6

           Statements of Cash Flows
                  Nine months ended September 30, 1996 and 1995                7

           Notes to Financial Statements                                       8

  Item 2   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                10


PART II    OTHER INFORMATION                                                  14

SIGNATURES                                                                    16


                                       2






                          PART I - FINANCIAL STATEMENTS


ITEM I. FINANCIAL STATEMENTS
----------------------------

                       NATIONAL TRANSACTION NETWORK, INC.
                                 BALANCE SHEETS


                                     ASSETS
                             ----------------------

<TABLE>
<CAPTION>
                                                                    (Unaudited)
                                                                   September 30,          December 31,
                                                                       1996                   1995
                                                                   ------------           ------------
<S>                                                                <C>                    <C>
  CURRENT ASSETS:
     Cash and equivalents                                            $667,975               $407,257
     Accounts receivable
     (Net of allowance for doubtful accounts
      of $100,000 at September 30, 1996
      and December 31, 1995)                                          703,725              1,384,222
     Inventory                                                        248,829                274,159
     Prepaid expenses                                                  40,001                 26,847
                                                                   ----------              ---------
       TOTAL CURRENT ASSETS                                         1,660,530              2,092,485
                                                                   ----------              ---------
                                                                                  
  PROPERTY AND EQUIPMENT                                              782,536                709,139
     Less accumulated depreciation
      and amortization                                               (538,439)              (460,605)
                                                                   ----------              ---------
       PROPERTY AND
       EQUIPMENT - NET                                                244,097                248,534
                                                                   ----------              ---------
  OTHER ASSETS:
     Deposits                                                           4,959                  3,679
                                                                   ----------              ---------
       TOTAL OTHER ASSETS                                               4,959                  3,679
                                                                   ----------              ---------
                      TOTAL                                        $1,909,586             $2,344,698
                                                                   ==========             ========== 
                                                                                  
</TABLE>

See Notes to Financial Statements.

                                       3





                       NATIONAL TRANSACTION NETWORK, INC.
                                 BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                 ----------------------------------------------


<TABLE>
<CAPTION>

                                                                              (Unaudited)
                                                                              September 30,         December 31,
                                                                                  1996                  1995
                                                                              -------------         ------------               

<S>                                                                           <C>                   <C>
  CURRENT LIABILITIES:
     Accounts payable                                                           $457,509                $661,742
     Accounts payable to stockholder                                              38,119                       0
     Accrued liabilities                                                         428,914                 387,634
     Deferred revenue                                                            202,198                  42,968
                                                                              ----------               ---------
       TOTAL CURRENT LIABILITIES                                               1,126,740               1,092,344
                                                                              ----------               ---------

  LONG-TERM LIABILITIES:
     Deferred revenue                                                                227                   3,109
                                                                              ----------               ---------
       TOTAL LONG-TERM LIABILITIES                                                   227                   3,109
                                                                              ----------               ---------

  STOCKHOLDERS' EQUITY:
     Preferred stock, $.10 par value;
      authorized, 5,000,000 shares;
      none outstanding
     Common stock,  $.15 par value;  authorized,  6,666,667 shares;
      issued and  outstanding,  3,248,606  shares at September  30,
      1996 and
      December 31, 1995                                                          487,291                 487,291
     Additional paid-in capital                                               12,589,255              12,589,255
     Deficit                                                                 (12,293,927)            (11,827,301)
                                                                              ----------               ---------
       TOTAL STOCKHOLDERS'
          EQUITY                                                                 782,619               1,249,245
                                                                              ----------               ---------
                    TOTAL                                                     $1,909,586              $2,344,698
                                                                              ==========               =========             
                                                                                             

</TABLE>

See Notes to Financial Statements.

                                       4





                       NATIONAL TRANSACTION NETWORK, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                             
                                                            Three Months Ended
                                                               September 30,
                                                       -----------------------------  
                                                          1996               1995
                                                       ----------        -----------           
<S>                                                   <C>                <C>                   
REVENUE                                               $ 1,130,596        $ 1,284,281           
                                                      -----------        -----------
COST AND EXPENSES
   Cost of revenue                                        601,603            718,600           
   Sales and marketing                                    297,681            432,602           
   Research and development                               207,315            234,415           
   General and administrative                             370,418            178,710           
                                                      -----------        -----------
     Total                                              1,477,017          1,564,327           
                                                      -----------        -----------
LOSS FROM OPERATIONS                                     (346,421)          (280,046)          
                                                      -----------        -----------
OTHER INCOME
   Interest income                                          7,206              4,354           
                                                      -----------        -----------
     Total                                                  7,206              4,354
                                                      -----------        -----------
       NET LOSS                                         ($339,215)         ($275,692)          
                                                      ===========        ===========

NET LOSS  PER COMMON SHARE                                 ($0.10)            ($0.08)
                                                      ===========        ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                              3,248,606          3,248,606
                                                      ===========        ===========
</TABLE>


 See Notes to Financial Statements.


                                       5



                       NATIONAL TRANSACTION NETWORK, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>

                                                        Nine Months Ended
                                                           September 30,
                                                ---------------------------------        
                                                   1996                    1995
                                                -----------             ----------       
<S>                                              <C>                    <C>              
 REVENUE                                         $3,657,927             $6,090,964       
                                                 ----------             ----------                                     
 COST AND EXPENSES
    Cost of revenue                               1,809,739              3,548,485       
    Sales and marketing                             866,623              1,418,429       
    Research and development                        687,956                721,596       
    General and administrative                      776,603                561,542       
                                                 ----------             ----------                                     
      Total                                       4,140,921              6,250,052       
                                                 ----------             ----------                                     
 LOSS FROM OPERATIONS                              (482,994)              (159,088)      
                                                 ----------             ----------                                     
 OTHER INCOME
    Interest income                                  16,368                 13,050       
                                                 ----------             ----------                                     
      Total                                          16,368                 13,050       
                                                 ----------             ----------                                     
        NET LOSS                                  ($466,626)             ($146,038)      
                                                 ==========             ==========                                     
                                                                 
 NET LOSS PER COMMON SHARE                           ($0.14)                ($0.04)
                                                 ==========             ==========                                     
                                                                 
 WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                       3,248,606              3,248,606
                                                 ==========             ==========                                     
</TABLE>
                                                                 

 See Notes to Financial Statements.

                                       6






                       NATIONAL TRANSACTION NETWORK, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                     September 30,
                                                               -------------------------- 
                                                                 1996             1995
                                                               --------         ---------
<S>                                                           <C>              <C>
 Cash Flows From Operating Activities:
 Net loss                                                     ($466,626)       ($146,038)
                                                               ---------        ---------
 Adjustments to  reconcile  net loss to 
   net cash  provided by operating activities:
 Depreciation and amortization                                   77,834           90,406
 Increase (decrease) in cash from:
    Accounts receivable                                         680,497           10,067
    Inventory                                                    25,330          643,023
    Prepaid expenses                                            (13,154)          43,579
    Deposits                                                     (1,280)               0
    Accounts payable to stockholder                              38,119         (162,670)
    Accounts payable and accrued
      liabilities                                              (162,953)        (163,669)
    Deferred revenue                                            156,348           45,077
                                                               ---------        ---------
 Total adjustments                                              800,741          505,813
                                                               ---------        ---------
 Net cash provided by operating activities                      334,115          359,775
                                                               ---------        ---------
 Cash Flows Used In Investing Activities:
    Purchases of property and equipment                         (73,397)         (18,443)
                                                               ---------        ---------
 Net cash used for investing activities                         (73,397)         (18,443)
                                                               ---------        ---------
 Net increase (decrease) in cash and
    equivalents                                                 260,718          341,332

 Cash and Equivalents, Beginning of Period                      407,257           74,032
                                                               ---------        ---------
 Cash and Equivalents, End of Period                           $667,975         $415,364
                                                               =========        =========  
                                                                            
</TABLE>


 See Notes to Financial Statements.

                                       7





                       NATIONAL TRANSACTION NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.       The accompanying  financial  statements and notes do not include all of
         the  disclosures  made in the  Company's  Form 10-K for the year  ended
         December  31,  1995  which  should be read in  conjunction  with  these
         statements.  In the opinion of the Company,  the statements include all
         adjustments necessary for a fair presentation of the quarterly results.

2.       Net income  (loss) per common  share is computed  based on the weighted
         average number of common shares outstanding during each quarter. Shares
         issuable upon exercise of outstanding  stock options have been excluded
         from the computations since their effect would be antidilutive.

3.       The results of operations for the nine month period ended September 30,
         1996 are not  necessarily  indicative of the results to be expected for
         the full year.

4.        On March 21, 1996, the Company received a commitment from its bank for
          the renewal of its working  capital line of credit through  January 5,
          1997.  Maximum  available  borrowings under the line are the lesser of
          $400,000 or certain  levels of eligible  accounts  receivable  and are
          subject to monthly  and  quarterly  financial  performance  covenants.
          Borrowings  bear  interest at a rate per annum equal to the Prime Rate
          (8.25% at November 12, 1996) plus 4% and are secured by the  Company's
          assets.  At September 30, 1996,  there were no borrowings  outstanding
          under the  credit  line nor have  there  been any  borrowings  through
          November 12, 1996.  Borrowing  availability  under the credit line was
          $204,236 at September 30, 1996.

5.        The Company accounts for Research and Development  costs in accordance
          with  Statement  of  Financial  Accounting  Standards  (SFAS)  No. 86,
          "Accounting for the Costs of Computer Software to be Sold,  Leased, or
          Otherwise  Marketed." It is the Company's  policy to capitalize  costs
          relating  to the  development  of its  products  until  such time when
          products are available for general release to customers, provided that
          the  recoverability  of  such  costs  is  reasonably  assured  through
          expected sales revenue less related selling expenses.  For the quarter
          ended  September 30, 1996,  there were no costs incurred that required
          capitalization.  Upon  availability of products for general release to
          customers,  any related  capitalized  development  costs are amortized
          over a suitable period based on the products' estimated economic life.


                                       8




6.        Effective  January 1, 1996, the Company adopted Statement of Financial
          Accounting  Standards  (SFAS) No.  123,  "Accounting  for  Stock-Based
          Compensation."   The  Company  has   continued   to  account  for  its
          stock-based  transactions  to employees in accordance  with Accounting
          Principles  Board  Opinion  No. 25,  "Accounting  for Stock  Issued to
          Employees" and will include the pro forma disclosures required by SFAS
          No. 123, if material, in its annual financial statements for 1996.

          Also,  effective  January 1, 1996,  the Company  adopted  Statement of
          Financial Standards (SFAS) No. 121,  "Accounting for the Impairment of
          Long-Lived  Assets and Long-Lived  Assets to Be Disposed Of." SFAS No.
          121  requires  that  long-lived  assets  held and used by an entity be
          reviewed  for  impairment  whenever  circumstances  indicate  that the
          carrying amount of an asset may not be  recoverable.  It also requires
          that  long-lived  assets to be disposed of be reported at the lower of
          the  carrying  amount  or the fair  value  less the cost to sell.  The
          adoption  of SFAS  No.  121  did not  have a  material  effect  on the
          Company's  financial position or results of operations for the quarter
          ended September 30, 1996.

7.        On September 13, 1996,  International  Verifact Inc.  ("IVI") acquired
          beneficial  ownership of approximately  84% of the outstanding  common
          stock,  $.15 par  value  ("the  Common  Stock")  of the  Company.  IVI
          acquired  such   beneficial   ownership  by  purchasing   all  of  the
          outstanding  shares of Common Stock held by BCE  Investments  (Canada)
          Inc. and Nelson Doubleday.  The aggregate amount of consideration paid
          by IVI for such  shares was  approximately  $1,254,000.  The source of
          such  consideration  was IVI's  issue from  treasury of such number of
          previously  unissued IVI common  shares  having an  aggregated  market
          value of approximately $1,254,000.


                                       9



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

RESULTS OF OPERATIONS

         Revenue for the quarter ended  September 30, 1996 decreased by 12.0% to
$1,130,596  compared to the quarter ended September 30, 1995. For the nine month
period ended September 30, 1996, revenue decreased by 39.9% from the same period
in the prior year.  The decreases in revenue were primarily due to the Company's
inability to generate a sufficient  number of qualified sales  opportunities  in
the  increasing  saturated  supermarket  market  segment.  In  addition,   there
continues to be delays in the generation of qualified sales leads in the general
retail market as a result of the slow acceptance of debit card payments in these
other market  segments  despite the widespread  acceptance of these cards in the
supermarket industry.  For the quarter ended September 30, 1996, these decreases
were partially  offset by a significant  customer's  decision to upgrade a large
number of systems in several divisions. The revenue from this customer accounted
for approximately  $610,000 (54% of the Company's total revenue) for the quarter
ended September 30, 1996 compared to approximately  23% of total revenue for the
same period in 1995.  Uncertainties  with respect to future orders from existing
or potential  customers  could have a material impact on net sales or earning in
the future.

         Gross  margins  as a  percent  of  revenue  increased  to 46.8% for the
quarter  ended  September  30,  1996  compared  to 44.0% for the  quarter  ended
September 30, 1995. For the nine months ended September 30, 1996,  gross margins
increased  to 50.5%  compared to 41.7% for the nine months ended  September  30,
1995. The increases in both periods were due primarily to higher margin software
and services  revenue  comprising a larger  percentage  of total revenue for the
quarter and nine months ended September 30, 1996 as compared to the same periods
in 1995.

         Total  operating  expenses  for the quarter  ended  September  30, 1996
increased by 3.5% compared to the quarter ended September 30, 1995. For the nine
months ended  September 30, 1996,  total operating  expenses  decreased by 13.7%
compared  to the nine months  ended  September  30,  1995.  Sales and  marketing
expenses decreased by 31.2% ($134,900) for the quarter ended September 30, 1996.
Lower  compensation  and  benefits  expenses  ($108,000),  lower  telephone  and
utilities  expenses  ($9,500),  and  lower  travel  and  entertainment  expenses
($47,000)  during the quarter  ended  September 30, 1996 compared to the quarter
ended  September 30, 1995 reflect a reduction in marketing  and sales  personnel
between the two quarterly periods. Additionally, the decrease in revenue for the
quarter ended  September  30, 1996  compared to the quarter ended  September 30,
1995  resulted  in a  decrease  in sales  commission  expense  of  approximately
$22,000.  These  decreases  were  partially  offset by  increases  in trade show
expenses related to increased trade show participation  ($24,000) and consulting
expenses  ($30,000)  related to providing  transaction  processing  services for
certain specialized proprietary transactions of one customer. For the nine month
period ended September 30, 1996, sales and marketing 


                                       10




expenses  decreased  by 38.9%  ($551,800)  compared  to the same period in 1995.
Decreases  in  compensation   and  benefits  expense   ($304,700),   travel  and
entertainment  expense ($160,000),  and sales commission expense ($137,000) were
partially offset by an increase in outside consultant/services expense ($45,000)
due primarily to the same factors as discussed above.

         Research and development expenses decreased by 11.6% ($27,000) and 4.7%
($33,600) respectively, for the quarter and nine months ended September 30, 1996
compared  to the  quarter  and nine  months  ended  September  30,  1995.  These
decreases  were  primarily  due to a reduction  in the level of  utilization  of
outside  contract  programming  resources  required for the  development  of the
Company's products on new payment terminal platforms.

         General and administrative  expenses increased by 107.3% ($191,700) and
38.3% ($215,100)  respectively,  for the quarter and nine months ended September
30, 1996 compared to the quarter and nine months ended September 30, 1995. These
increases  were  primarily due to the accrual of severance  expenses  associated
with the  termination  of the  Company's  former  president and  recruiting  and
relocation  expenses  related to the  hiring of a new  General  Manager  for the
Company.  The  accrual  of  these  expenses,  totaling  approximately  $170,000,
resulted from the acquisition of approximately 84% of the Company's  outstanding
common  stock  by   International   Verifact   Inc.  (see   discussion   below).
Additionally,  the  Company  accrued  certain  expenses  totaling  approximately
$25,000  during the quarter  ended  September  30,  1996  related to the planned
relocation of its headquarters to a new facility in the local area.

         Interest  income   increased  by  65.5%  ($2,900)  and  25.4%  ($3,300)
respectively,  for the quarter and nine months ended September 30, 1996 compared
to quarter and nine  months  ended  September  30, 1995 due to a increase in the
amount of funds available for investment throughout these periods.

LIQUIDITY AND CAPITAL RESOURCES

         Working  capital  at  September  30,  1996  was  $533,790  compared  to
$1,000,141 at December 31, 1995.  Decreases in inventory  ($25,330) and accounts
receivable  ($680,497)  coupled with an increase in deferred revenue on hardware
and software maintenance contracts ($156,348) were partially offset by increases
in cash  ($260,718)  and  prepaid  expenses  ($13,154)  as well as a decrease in
accounts payable and accrued liabilities ($162,953).  Net cash used in investing
activities   between   December  31,  1995  and   September   30,  1996  totaled
approximately  $73,400 and related to capital equipment  purchases,  principally
for computer, test, and sales demonstration equipment.

         In March 1996, the Company  received a commitment from its bank for the
renewal of its working capital line of credit through  January 5, 1997.  Maximum
available borrowings under the line are the lesser of $400,000 or certain levels
of  eligible  accounts  receivable  and are  subject  to monthly  and  quarterly
financial performance covenants. 


                                       11




Borrowings  on the credit  line bear  interest  at a rate per annum equal to the
Prime Rate (8.25% at November 12, 1996) plus 4% and are secured by the Company's
assets.  At September 30, 1996, there were no borrowings  outstanding  under the
credit  line nor have there  been any  borrowings  through  November  12,  1996.
Borrowing  availability  under the line of credit was $204,236 at September  30,
1996.

         Management  believes  that sources of liquidity for future needs can be
generated  from existing cash  balances,  cash  generated  from  operations  and
borrowings available to the Company under its bank-financed working capital line
of credit.

ACQUISITION OF COMPANY'S COMMON STOCK

         On  September  13,  1996,   International   Verifact  Inc.  ("IVI"),  a
Canadian-based  company,  acquired beneficial  ownership of approximately 84% of
the  outstanding  common  stock,  $.15 par value (the  "Common  Stock"),  of the
Company.  IVI  acquired  such  beneficial  ownership  by  purchasing  all of the
outstanding  shares of Common Stock held by BCE  Investments  (Canada)  Inc. and
Nelson  Doubleday.  The aggregate amount of  consideration  paid by IVI for such
shares was approximately $1,254,000.  The source of such consideration was IVI's
issue from  treasury of such number of  previously  unissued  IVI common  shares
having an aggregated market value of approximately $1,254,000.

         IVI is  engaged  in the  design,  development,  and sale of  electronic
payment solutions for retailers, financial institutions,  governments, and other
businesses in the United States and internationally. IVI's hardware and software
products include point of sale  debit/credit/EFT/EBT  terminals,  check readers,
smart card readers,  check  encoders,  and secure PIN  (personal  identification
number) entry devices.

         The impact of the IVI  transaction  on the  Company's  business  is yet
uncertain in areas including the Company's  ability to successfully  incorporate
and market IVI's  products with its own or expand the Company's  customer  base,
and the  ability  of the  Company  to  maintain  existing  vendor  and  reseller
relationships  with other  providers of electronic  payment system  products and
solutions.

CERTAIN FACTORS WHICH MAY AFFECT FUTURE RESULTS

         The Company does not provide forecasts of the future performance of the
Company. The forward looking statements in the Form 10-Q are made under the safe
harbor provisions of the Private  Securities  Litigation Reform Act of 1995. The
Company's  actual  results of operation and financial  condition have varied and
may in the future differ materially from those contained in the  forward-looking
statements  contained  herein.  The Company's future results remain difficult to
predict and depend on factors

                                       12




including,  without  limitation,  the successful  integration of the Company and
IVI, the ability to  successfully  market and  distribute  IVI products,  market
acceptance  of existing  and new  products of both  companies,  fluctuations  in
quarterly  results,  dependence  on large  customers,  dependence  on  principle
products,  dependence  on  third  parties  for  hardware  and  equipment,  rapid
technological  changes,  potential  for new  product  delays  and  defects,  and
fluctuations  in  economic  and  market  conditions.  Because of these and other
factors,  past financial  performance  should not be considered an indication of
future performance.






                                       13





PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.

              The Company has no material legal proceedings at this time.

Item 2.       Changes in Securities.

              Not applicable.

Item 3.       Defaults upon Senior Securities.

              Not applicable.

Item 4.       Submission of Matters to a Vote of Security Holders.

              There were no matters  submitted to a vote of the security holders
              in the quarter ended September 30, 1996.

Item 5.       Other Information.

              Not applicable.

Item 6.       Exhibits and Reports on Form 8-K.

              (a) Exhibits.

                    27 - Financial Data Schedule.

              (b) Reports on Form 8-K.

                    A report on Form 8-K was filed on September  13, 1996 and is
                    incorporated herein by reference. The contents of the report
                    are summarized below:

                    On September 13, 1996,  International  Verifact Inc. ("IVI")
                    acquired  beneficial  ownership of approximately  84% of the
                    outstanding  common  stock,  $.15  par  value  (the  "Common
                    Stock")  of  the  Company.   IVI  acquired  such  beneficial
                    ownership by  purchasing  all of the  outstanding  shares of
                    Common  Stock  held by BCE  Investments  (Canada)  Inc.  and
                    Nelson Doubleday. The aggregate amount of consideration paid
                    by IVI for such  shares was  approximately  $1,254,000.  The
                    source of such  consideration  was IVI's issue from treasury
                    of such  number of  previously  unissued  IVI common  shares
                    having  an   aggregated   market   value  of   approximately
                    $1,254,000.


                                       14



                    In connection  with the sale of the Company's  Common Stock,
                    Nelson Doubleday and BCE Investments (Canada) Inc. agreed to
                    cause  such  of   Company's   directors  to  resign  as  IVI
                    specified.   On  September  13,  1996,   (i)  the  following
                    directors  resigned:   Jeffrey  Finestone;   Robert  Forbes;
                    Christopher  Illick;  Brian Kouri;  Paul  Siegenthaler;  and
                    Charles  Thompson and (ii) IVI executed a Written Consent of
                    Holder of Common  Stock  pursuant to Delaware  law  electing
                    George  Whitton,  L. Barry  Thomson,  and Kenneth  Kubler as
                    directors  to  serve  until  the  next  annual   meeting  of
                    stockholders.







                                       15




                                   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 thereunto duly authorized.



                                        NATIONAL TRANSACTION NETWORK, INC.





DATE:  November 12, 1996        By:    /s/  L. Barry Thomson
                                   -------------------------
                                       L. Barry Thomson, Chief Executive
                                       Officer and President






DATE:  November 12, 1996        By:    /s/  Milton A. Alpern
                                 ----------------------------
                                    Milton A. Alpern, Vice President of Finance
                                    and Administration (Principal Financial and
                                    Accounting Officer)




                                       16