<PAGE>
                              FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
(Mark One)
[X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                      SECURITIES  EXCHANGE ACT OF 1934


For the fiscal year ended     SEPTEMBER 30, 1997       
                          ------------------------------
                                          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       0-26368   
                                                           ---------

                            TRANSMEDIA ASIA PACIFIC, INC.             
               ------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
                                           
        DELAWARE                                           13-3760219
-------------------------------                        -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation of organization                          Identification No.)
               
               11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND  
             ---------------------------------------------------
             (Address of principal executive offices) (zip code)
                                           
                               U.K. 011-44-171-930-0706         
                           ------------------------------- 
                           (Registrant's telephone number,
                                 including area code)
                                           
             Securities registered pursuant to Section 12 (b) of the Act:
                                           
Title of each class                                   Name of each exchange
-------------------                                    on which registered
                                                      ---------------------

     NONE                                                      NONE

        Securities registered pursuant to Section 12 (g) of the Act:
                                           
                   COMMON STOCK, PAR VALUE $.00001 PER SHARE
                   -----------------------------------------
                                 (Title of Class)
                                           
Indicate by (X) 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 and (2) has been subject to such filing requirements for the
past 90 days.

                                                       Yes /  /      No  / X /

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. [ X ]

The aggregate market value of voting stock held by non-affiliates of the
Registrant as of January 12, 1998 was $21,806,070 based upon the closing sale
price of a share of Common Stock on that date.

The number of shares outstanding of the Registrant's Common Stock, as of January
12, 1998 was 15,249,000.
DOCUMENTS INCORPORATED BY REFERENCE:

                                                Location in Form 10-K in which
      Document                                      Document is Incorporated
      --------                                  ------------------------------
Registrant's Proxy Statement                                Part III
  relating to the 1998
Annual Meeting of Stockholders


                                      -1-
<PAGE>


                                            
                                        PART I
                                           
Item 1 - Business

Background

     Transmedia Asia Pacific, Inc. ("TMAP" or "the Company") is a Delaware 
     corporation which was formed in March 1994 and began business operations 
     in Sydney, Australia in November 1994.  On May 2, 1994 the Company 
     acquired from Conestoga Partners II Inc. ("Conestoga") the rights 
     Conestoga had previously acquired from Transmedia Network, Inc. 
     ("Network") an independent company which, through its affiliate TMNI 
     International Inc., ("TMNI"), is a shareholder of the Company, pursuant 
     to a Master License Agreement ("License Agreement") dated March 21, 
     1994.  The rights acquired were an exclusive license (the "License") to 
     use certain trademarks and service marks, proprietary computer software 
     programs and know-how of Network in establishing and operating a 
     discount restaurant charge card business in essentially all the 
     countries in Asia and the Pacific Rim including Japan, China, Hong Kong, 
     Taiwan, Korea, the Philippines and India (the "Licensed Territories"). 
     As used in this report, the term "Company" includes Transmedia Asia 
     Pacific Inc. and its subsidiaries unless otherwise indicated.

     Corporate Development

     For some time, the management of both the Company and Transmedia Europe 
     Inc., a company which shares common directors, officers and stockholders 
     with the Company, has been questioning the need to maintain two separate 
     corporate entities. This dual structure was a direct result of the 
     timing difference in obtaining the original licenses for the respective 
     territories. By the beginning of 1997, management felt that keeping the 
     corporate structures distinct and separate was no longer advantageous to 
     shareholders and therefore announced its intention to merge the two 
     companies. 

     Management's motivation for initiating this step was driven by several 
     factors including, among other things, to reduce the confusion of having 
     two separate stock quotes for essentially the same businesses operating 
     in different geographical regions; to lower central overhead and to 
     increase operating efficiency; and to formalise the existing commonality 
     of management. The proposed merger is subject to approval of the 
     respective Boards, issuance of fairness opinions by independent 
     investment advisers and approval by shareholders of both companies. 
     Management has already announced that at such time as the companies are 
     merged, that the merged entity will be operated under the name MemberTek 
     International Inc.

     Corporate Expansion

     Following a review of the Company's operations, management identified 
     the opportunity to broaden the base of the businesses in order to 
     exploit the rapidly growing member benefit services industry. While the 
     Transmedia program provided the core business operating as an 
     international discount dining charge card, management has already 
     identified other businesses which, upon acquisition, would significantly 
     increase the Group's product range, and in doing so, provide a wider 
     base upon which to build future growth. This change of emphasis was 
     initiated with the identification and subsequent acquisition of 
     Countdown Holdings Limited.

     Countdown

     In April 1997, the Company acquired a 50% interest in Countdown Holdings 
     Limited ("Countdown"), an international provider of membership discount 
     services. The remaining 50% interest in Countdown was simultaneously 
     purchased by Transmedia Europe Inc. ("TME"), a company which shares 
     common directors, officers and stockholders with the Company. See 
     "-Countdown Business". TME effectively controls the operations of 
     Countdown and, as such, Countdown's operations are accounted for on the 
     equity method in the financial statements of the Company included 
     herein. 

     The Countdown business of the Company ("Countdown") consists of 
     arranging discount privileges with major suppliers of goods and services 
     offering lifestyle benefits to consumers, and of distributing

                                       -2-
<PAGE>


     access to those discount privileges to consumers through selling 
     memberships in the Countdown card. Countdown sells these memberships to 
     consumers individually, as well as through affiliation with various 
     groups (unions, professional organisations, etc.). These discount 
     privileges include household goods and supplies, clothing, and leisure 
     goods and services. Countdown has approximately 6,500,000 members, with 
     over 100,000 accepting merchants in 47 countries. Countdown also sells 
     vouchers to consumers. These vouchers are sold at a discount to the face 
     value of the voucher, typically of 5 -10%, and are redeemable by 
     consumers, at their face value, in connection with purchases similar to 
     those described above, at accepting merchants.

     Nationwide Helpline Services

     On December 2, 1997, a newly formed company owned equally by the Company 
     and TME indirectly purchased, through a wholly owned subsidiary, 
     Transmedia Australia Holdings Pty Limited, 51% of the business and 
     assets of Nationwide Helpline Services Pty Limited ("NHS"), an 
     Australian company which, among other things, provides benefit packages 
     to organizations with large customer bases such as banks and insurance 
     companies. See "- NHS Acquisition." The operations of NHS are 
     effectively controlled by the Company.  At this time Transmedia Asia 
     Pacific also acquired an option to purchase the 49% balance of NHS's 
     business and assets.

     NHS is Australasia's leading provider of telephone helpline and 
     lifestyle benefits, with a product range that includes advice lines on 
     legal, tax, accounting, medical and home emergency issues, as well as 
     the sale of travel products such as insurance, airline tickets and 
     holiday packages. In addition, through a subsidiary called IMAN, the 
     Company provides international medical case management and repatriation 
     services to a number of major insurance corporations. NHS has 
     approximately 5 million members.

     NHS's services are sold primarily on a wholesale basis to a wide range 
     of major corporations who typically brand the services under their own 
     name, thereby providing additional benefits to their own customer base. 
     Management believes that the acquisition of NHS is another important 
     development in its stated strategy to broaden its range of member 
     benefit services.

Transmedia Business Activities

     The restaurant card business of the Company is the exploitation of the 
     rights acquired under the License Agreement.  The Company advances money 
     to restaurants selected by it which agree to become participating 
     restaurants ("Company Participating Restaurants"). The Company recovers 
     its advances ("Restaurant Credits") from food and beverages purchased 
     net of taxes and service ("Food and Beverage Credits") from Company 
     Participating Restaurants, by accepted cardholders ("Company 
     Cardholders") who complete applications to become holders of the 
     restaurant card ("The Restaurant Card") offered by the Company. The 
     Company keeps a current record of the amount of Food and Beverage 
     Credits outstanding at each Company Participating Restaurant. As food 
     and beverages are consumed by Company Cardholders at Company 
     Participating Restaurants by such Company Cardholders charging the 
     retail price of such food and beverages with The Restaurant Card, the  
     Food and Beverage Credits outstanding are reduced and the Restaurant 
     Credits outstanding are also reduced by one-half of such Food and 
     Beverage Credits used.

     The Company Cardholder receives on each purchase a credit equal to 25% 
     of the Food and Beverage credits used. The Company Participating 
     Restaurant is paid its taxes and service by the Company from a portion 
     of the proceeds received by the Company from the payment by a Company 
     Cardholder of the amount charged on The Restaurant Card. The Company 
     retains the balance which reduces the Restaurant Credits by 50% of the 
     Food and Beverage Credit used. The Company pays a royalty of 2% of Food 
     and Beverage Credits used to Network and 2.5% of Food and Beverage 
     Credits used as sales commissions.

     The Restaurant Card is a discount restaurant charge card used by a 
     Company Cardholder in lieu of a major credit card to charge food and 
     beverages purchased at a Company Participating Restaurant.  The 
     Restaurant Card charges are transferred to the major credit card used by 
     the Company Cardholder as listed in the Restaurant Card application. The 
     full amount of the charge is listed on the major credit 

                                        -3-
<PAGE>


     card bill along with a separate credit equal to 25% of the cost of food 
     and beverages at a Company Participating Restaurant (excluding taxes and 
     service). As at December 31, 1997, the Company had approximately 269 
     Company Participating Restaurants and approximately 37,300 Company 
     Cardholders.  The Company is currently operating in Australia and New 
     Zealand, and plans in the future to develop the License within the 
     Licensed Territories directly, through subsidiaries, and through the 
     sale of sub-licenses and franchises to others.  In connection with this 
     business, the Company will receive revenue from (a) the difference 
     between the amount of its Restaurant Credits to Company Participating 
     Restaurants and Food and Beverage Credits used at Company Participating 
     Restaurants by Company Cardholders, net of the 25% discount to Company 
     Cardholders, the Network royalty and sales commissions, (b) annual 
     membership fees and renewal fees of Company Cardholders, and (c) 
     sub-license and franchise fees when and if received by the Company from 
     future franchises and sub-licenses, net of minimum up-front payments to 
     Network with regard to such franchises and licenses.

     The Company launched The Restaurant Card in Sydney, Australia through a 
     promotional campaign with the SYDNEY MORNING HERALD in November 1994. In 
     September 1995, the Company launched in Melbourne, Australia with THE 
     AGE newspaper. More recently, the Company has launched in Brisbane and 
     the Gold Coast, Australia. The Company is in the process of developing 
     additional campaigns to attract new Company Cardholders.

     Network, from whose affiliate, TMNI, the License was granted and on 
     whose business the Company's operations are modeled, is a publicly 
     traded company operating in the United States both directly and through 
     licensees and franchisees. Under the License the Company is authorised 
     to engage in business within the Licensed Territories in the same manner 
     as Network operates in the United States, except that under the License 
     Agreement the Company must pay certain royalties to Network based both 
     on operations and the sale of license rights and must get the approval 
     of Network for certain changes in key executives and principal 
     shareholdings. Company Cardholders and Cardholders of Network and its 
     franchisees are able to use The Restaurant Card to purchase meals in all 
     territories covered by the Company, Network and its franchisees. The 
     Company will realise all financial benefits from meals consumed within 
     the Licensed Territories and no financial benefit from meals consumed 
     outside of the Licensed Territories.  

     Network was issued 590,790 shares of Common Stock of the Company, as 
     partial consideration for the sale of the License to the Company, and 
     has the right to designate one director of the Company. There is not 
     currently a director that has been designated by Network.

     Transmedia Europe Inc., ("TME"), of which Edward J. Guinan III, Chairman 
     of the Board of Directors is the principal shareholder, owns an 
     equivalent license from TMNI covering all the countries in Europe, 
     Turkey and the other countries outside of Europe that were formerly part 
     of the Union of Soviet Socialist Republics. TME commenced operations in 
     the United Kingdom in January 1994 and has obtained approximately 52,000 
     cardholders since its launch.

                                     -4-
<PAGE>


Transaction Illustration

     The following is a descriptive illustration of a hypothetical 
     transaction by a Company Cardholder at a Company Participating 
     Restaurant.

     The Company, through a commissioned sales representative, recruits 
     Restaurant A, a full service restaurant operating in Sydney, as a 
     Company Participating Restaurant.  The Company grants Restaurant Credits 
     in the amount of $3,000 (Aus.) which entitles the Company to collect the 
     proceeds from $6,000 (Aus.) of Food and Beverage Credits charged by 
     Company Cardholders on The Restaurant Card at Restaurant A. John Smith, 
     a Company Cardholder, enjoys a meal at Restaurant A and pays the $100 
     (Aus.) check (consisting of $80 (Aus.) for food and beverages and $20 
     (Aus.) for taxes and service) with The Restaurant Card.  Mr Smith 
     presents The Restaurant Card.  Restaurant A delivers The Restaurant Card 
     receipt for Mr Smith's meal to the Company for processing through the 
     Major Credit Card Account designated by Mr Smith in The Restaurant Card 
     application and for payment.  The Company utilizes $80 (Aus.) of 
     Restaurant A's Food and Beverage Credits (for which it has made 
     Restaurant Credits of $40 (Aus.)) and reduces the Restaurant Credits due 
     to it from Restaurant A by $40 (Aus.).  The Company then submits a 
     credit to Mr Smith's Major Credit Card Account in the amount of $20 
     (Aus.) (representing 25% of the $80 (Aus.) of food and beverages 
     consumed). Upon receipt of The Restaurant Card receipt of Mr Smith of 
     $100 (Aus.), the Company forwards $20 (Aus.) of this amount 
     (representing the tax and service portion of Mr Smith's meal check) to 
     Restaurant A.  The Company forwards $1.60 (Aus.) as a royalty to Network 
     (2% of the $80 (Aus.) of Food and Beverage Credits used) and keeps 
     $58.40 (Aus.).  This compares with Restaurant Credits made by the 
     Company of $40 (Aus.) to Restaurant A and the $80 (Aus.) of Food and 
     Beverage Credits utilized in providing Mr Smith his meal.  The Company 
     is responsible for paying the commissions of its sales representatives 
     which are currently 5% of Food and Beverage Credits used.

     The allocation of the hypothetical $100 (Aus.) check can be summarized 
     as follows:

     Name              Amount Received    Nature of Allocation
     Mr Smith          $20 (Aus.)         25% of food and beverage charges 
                                          (exclusive of tip and taxes
                                          credited to his Major Credit Card
                                          account.

     Restaurant A      $20 (Aus.)         Payment of service and taxes.

     Restaurant A      -0-                The Restaurant Credits due to the 
                                          Company by Restaurant A are reduced
                                          by $40 (Aus.).

     Network           $1.60 (Aus.)       A royalty fee of 2% of the $80 
                                          (Aus.) of Food and Beverage Credits
     used is payable to                   Network.

     The Company       $58.40 (Aus)       This represents a reduction of 
                                          Restaurant Credits by $40 (Aus.) 
                                          plus $18.40 (Aus.) of gross profit.
                                          From this amount a sales
                                          representative of the Company will 
                                          typically receive a commission of
                                          3.75% of Food and Beverage Credits 
                                          used or in this example $3 (Aus.).

                                     -5-
<PAGE>


Countdown Business

     On April 3, 1997, the Company purchased from Mr. C.E.C. Radbone 50% of 
     the outstanding capital stock of Countdown Holdings Limited, a privately 
     owned United Kingdom company based in London, England ("Countdown"). 
     Countdown, through its wholly-owned subsidiary, Countdown plc, is an 
     international provider of membership discount services, offering 
     lifestyle benefits and discounted purchases of merchandise and services, 
     to approximately 6,500,000 cardholders distributed throughout the United 
     Kingdom, with nearly 100,000 accepting merchants in 47 countries. The 
     transaction ("the Acquisition") was consummated pursuant to an 
     Acquisition Agreement dated as of April 3 1997 ("the Acquisition 
     Agreement") among the Company, C.E.C. Radbone and TME.

     In payment of the purchase price, the Company issued 1,330,524 shares 
     (the "Radbone Shares") of its common stock, $.00001 par value per share 
     ("Common Stock"), 277,193 options to purchase shares at $0.90 each, and 
     paid UK pounds 500,000 (approximate U.S. Dollar equivalent as of April 
     3, 1997 was $800,000) in cash.  In addition, the Company granted Mr. 
     Radbone piggyback and demand registration rights with respect to the 
     Radbone Shares.  In accordance with the Acquisition agreement, the 
     balance of the outstanding capital stock of Countdown was simultaneously 
     purchased by TME on terms similar to the terms of the Company's purchase.

     The cash portion of the purchase price was funded by a $1,000,000 loan 
     from a director and stockholder of the Company.  The loan was originally 
     scheduled to mature on September 27, 1997, bears interest at a rate of 
     12% per annum, and has been renewed by agreement between Edward J. 
     Guinan III, Chairman of the Board, and the director. The repayment 
     period of the loan has not been stipulated and it continues to bear 
     interest at 12% per annum. It is collateralised by a pledge of all the 
     shares purchased by the Company from Mr. Radbone. In connection with the 
     loan, the Company issued to the director and stockholder five-year 
     warrants to purchase up to 138,596 shares of Common Stock at $1.13 per 
     share and granted piggyback registration rights with respect to such 
     shares.

     Contemporaneously with the Acquisition, Countdown entered into an 
     employment agreement with Mr. Radbone pursuant to which Mr. Radbone was 
     employed as Managing Director of Countdown.  Upon consummation of the 
     acquisition, Mr Radbone was elected a director of the Company, and 
     Messrs. Edward J. Guinan III and Paul Harrison were elected directors of 
     Countdown and Countdown Plc. On January 16, 1998, Mr. C.E.C. Radbone, a 
     director of the Company, resigned from the Board of Directors.  
     Contemporaneously, his employment agreement, according to the terms of 
     which he had been serving as Managing Director of Countdown plc, a 
     subsidiary of the Company, was cancelled.  Mr. Radbone held 1,200,000 
     shares of Common Stock of the Company and agreed to grant Edward J. 
     Guinan III, the Chairman of the Board of Directors, an option to 
     purchase these shares at a value of $1 per share. The consideration for 
     this option is $500,000 payable in shares of the Company. 

     In connection with the Acquisition, the Company and Transmedia Europe 
     each agreed to pay $125,000 in cash to TMNI International Incorporated 
     ("TMNI") and both issued to TMNI a joint promissory note in the 
     principal amount of $500,000 with a combined liability, payable on April 
     2, 1998 and bearing interest at the rate of 10% per annum. The 
     promissory notes are convertible at the holder's option into Common 
     Stock of each issuer at the rate of $1.20 per share. The Company agreed 
     to pay such amounts in order to obtain the consent to the Countdown 
     acquisition, which consent was required by the terms of the master 
     license agreement from TMNI under which the Company operates its 
     discount restaurant charge card business. The transaction was described 
     in more detail in the form 8-K filed at the time of the transaction, 
     reference to which is incorporated herein.


                                       -6-
<PAGE>

NHS Acquisition

     On December 2, 1997, Transmedia Australia Holdings Pty Limited 
     ("Transmedia Australia"), a newly-formed company owned equally by the 
     Company and Transmedia Europe Inc., indirectly through NHS Australia Pty 
     Limited, purchased in simultaneous transactions 51% of Nationwide 
     Helpline Services Pty Limited, an Australian company ("NHS"). The total 
     purchase price for the transaction (including a deposit of Aus.$ 345,000 
     = $226,974) is approximately Aus. $10,000,000 ($6,578,950), Aus. 
     $4,000,000 ($2,631,578) of which represents sign-on fees for certain 
     principals of NHS, and the balance of which represents amounts payable 
     to NHS in two tranches. The first tranche was paid on December 2, 1997 
     in the form of cash and 500,000 shares of the common stock of the 
     Company and its affiliate Transmedia Europe Inc. The second tranche 
     (Aus. $2,842,540 ($1,870,092)) is payable on January 31,1998 (which date 
     may be extended by up to 90 days provided that interest will accrue 
     during any such extension at 5% per annum).  The sign on fees are 
     payable one half on January 31, 1998 and the balance on June 30, 1998 
     (subject to extension of each installment (with the exception of a 
     portion of the first installment) by up to 90 days provided that 
     interest will accrue on the extended amounts at 5% per annum).  
     Transmedia Australia also acquired an option to purchase the 49% balance 
     of NHS's business and assets for an additional Aus. $2,497,655 
     ($1,643,194) (less potential reductions). The option is exercisable at 
     any time through June 30,1998 (subject to extension for up to 90 days) 
     provided that interest will accrue on the exercise price during any such 
     extension at 5% per annum.  Failure to exercise this option during its 
     term will give the NHS principals the rights to repurchase the 51% 
     interest for nil consideration.  NHS is a provider of benefit packages 
     for organizations with large customer bases such as banks and insurance 
     companies.  For a more detailed discussion of the terms of this 
     transaction, reference is made to the Company's current report on Form 
     8-K dated December 2, 1997, which is incorporated by this reference 
     herein.

Employees

     As of December 29, 1997, the Company employed 62 persons, none of whom 
     are affiliated with a union.  The Company believes that its relationship 
     with its employees is good.

Competition

     The charge card business, including the discount restaurant card 
     business, is highly competitive, both internationally and in Australia. 
     The Company competes to enrol Company Participating Restaurants and 
     Company Cardholders against other discount programs.  Competitors 
     include discount programs offered by major credit card companies such as 
     American Express, Visa, Mastercard and Diners Club.  Moreover, other 
     companies offer different kinds of discount marketing programs.  For 
     example, Hilton International, an international hotel management company 
     and hotel owner, provides two-for-one dining offers in its restaurants. 
     Many of the Company's competitors have substantially greater financial, 
     personnel, technological, marketing, administrative and other resources 
     than the Company. 

                                       -7-
<PAGE>


     The Company believes that the unique feature of The Restaurant Card is 
     that it can be used by Company Cardholders at Company Participating 
     Restaurants with virtually no restrictions, that The Restaurant Card 
     provides substantial savings without the need for a Company Cardholder 
     to present discount coupons when paying for a meal, and that Company 
     Participating Restaurants are provided with cash in advance of customer 
     charges. The Company believes that all these features contribute to the 
     Company's competitiveness. Although the Company is not aware of any 
     discount programs, restaurant financing business or discount restaurant 
     charge card business in any of the areas in the Licensed Territories, 
     there is no guarantee that others will not offer, in the future, similar 
     services in any of the Licensed Territories. The Company also believes 
     that advertising and promotion, which will require significant cash 
     outlays, will be necessary to maintain competitiveness.  However, 
     competitive pressure may require significant additional cash 
     expenditures for advertising and promotion, the amount and timing of 
     which may be dictated in part by the marketing policies of competitors.  
     If the revenues from the Company's operations are insufficient to permit 
     management to match promotional campaigns of competitors, the number of 
     Company Cardholders and Company Participating Restaurants in the 
     Licensed Territory may decline, with a resulting adverse effect on the 
     Company's financial condition.

     The Countdown membership benefit program, with over 6,500,000 
     cardholders in the United Kingdom and over 100,000 accepting merchants, 
     provides a core of business activity upon which the Company intends to 
     build a more diversified benefits program.

Government Regulation

     The Company believes that it possesses all governmental permits or 
     licenses necessary to operate in Australia and the remainder of the 
     Licensed Territories, but has not inquired yet as to whether or not any 
     permits may be required in the rest of the Licensed Territories.

Important Factors Regarding Forward Looking Statements and Other Risks

     Certain statements in this Report under the captions "Item 1. Business," 
     "Item 7. Management's Discussion and Analysis of Financial Condition and 
     Results of Operations" and elsewhere, constitute "forward looking 
     statements" within the meaning of the Private Securities Litigation 
     Reform Act of 1995. Such forward-looking statements involve known and 
     unknown risks, uncertainties and other factors which may cause the 
     actual results, performance or achievements of the Company, or industry 
     results, to be materially different from any future results, performance 
     or achievements expressed or implied by such forward-looking statements. 
     Such factors include, among others, those described below and those 
     presented elsewhere by management from time to time. When used in this 
     Report, statements that are not statements of current or historical fact 
     may be deemed to be forward-looking statements. Without limiting the 
     foregoing, the words "anticipates", "plans," "intends," and similar 
     expressions are intended to identify such forward-looking statements. 
     Readers are cautioned not to place undue reliance on these 
     forward-looking statements, which speak only as of the date hereof. The 
     Company undertakes no obligation to publicly release the result of any 
     revisions to these forward-looking statements that may be made to 
     reflect events or circumstances after the date hereof or to reflect the 
     occurrence of unanticipated events. 

                                       -8-
<PAGE>


Limited Operating History, Accumulated Deficit, No Assurance of Profitability

     The Company's operations are subject to all the risks inherent in 
     rapidly growing business enterprises, including limited capital, delays, 
     uncertain markets and competition. The Company began conducting business 
     operations in the Fall of 1994 in Sydney, Australia. The operations of 
     the Company have produced losses which have continued through the date 
     hereof. As of September 30, 1997, the Company's accumulated deficit 
     since inception was $7,376,641 and the Company's net loss for the fiscal 
     year then ended was $3,030,445. There can be no assurance that the 
     Company will ever achieve profitable operations. The likelihood that the 
     Company will succeed in the member discount business must be considered 
     in light of general economic conditions and the difficulties, expenses 
     and delays experienced. The economic conditions which exist in Australia 
     in particular should be considered. There can be no assurance that the 
     Company will succeed in its business in such an environment or that an 
     improving economic environment will not adversely affect such business.

     Management also estimates that an amount of approximately $1,000,000 
     will be required in the period to April 30, 1998 to complete the funding 
     of Nationwide Helpline Services Pty Limited, as well as other 
     acquisitions currently under consideration. In the event that management 
     is not successful, or only partially successful in raising this sum of 
     $5,500,000, it may have to curtail its acquisition program, with the 
     possible loss of deposits or payments made on account of approximately 
     $1,950,000.

     Whilst management accepts and acknowledges that there is no guarantee 
     that the plans referred to directly above will be entirely successful, 
     based upon management's experience of the capital markets, and their 
     contacts within those markets, management remains reasonably confident 
     that sufficient funds will become available to enable the Company to 
     operate for the foreseeable future. Accordingly, the financial 
     statements are prepared on a going concern basis and do not include any 
     adjustments which may be necessary if such a basis was not appropriate. 
     In addition, the Company's independent auditors have included an 
     explanatory paragraph in their Report, stating that the Company's 
     ability to continue to fund its losses, as well as provide capital for 
     the acquisition program, will depend on its ability to continue selling 
     equity securities and effecting the exercising of warrants.

     License Obligations

     The Company is required to operate its restaurant charge card business 
     in accordance with the requirements and specifications established by 
     the License Agreement. The License Agreement also establishes minimum 
     development requirements for procuring new Company Participating 
     Restaurants and renewals and new Company Cardholders and renewals. The 
     failure of the Company to satisfy these requirements could result in the 
     termination of the License. In addition, the failure to establish 
     operations in countries other than Australia and New Zealand, prior to 
     specified times may result in loss of rights granted under the License 
     for the Licensed Territories other than Australia. Moreover, the failure 
     to operate the Company's business or a sub-licensee's business 
     successfully in any location in the Licensed Territories will result in 
     the loss of the License with respect to such location. 

     Need for Additional Financing

     The Company requires substantial additional funds to move forward with 
     its business plans, including completion of the acquisition of 
     Nationwide Helpline Services Pty Limited, and other possible 
     acquisitions, and in satisfaction of existing creditors and for the 
     provision of working capital, until such time, if ever, that the 
     operations of the Company are profitable. The Company has no available 
     lines of credit at the present time. No assurance can be given that the 
     Company will be successful in obtaining additional financing. Moreover, 
     any additional financing, including any financing obtained through the 
     issuance of equity, could result in substantial dilution to 
     shareholders. Failure to obtain additional financing will have a 
     material adverse effect on the Company and could force the Company to 
     curtail operations and/or lose  rights and deposits with respect to 
     uncompleted acquisitions and existing licenses.

                                     -9-
<PAGE>

     Impact of Nasdaq Listing on Marketability of Securities

     The National Association of Securities Dealers, Inc. ("NASD") has rules 
     which establish criteria for the initial and continued listing of 
     securities on Nasdaq SmallCap Market ("Nasdaq"). Under the rules which 
     will be supplied in February 1998 for continued listing on Nasdaq, a 
     company must maintain at least $2,000,000 in net tangible assets, and a 
     minimum bid price of $1 per share, and adhere to certain corporate 
     governance provisions.

     During the 1997 fiscal year the Company was notified by Nasdaq that the 
     bid price of the Company's Common Stock had fallen below the $1 minimum 
     level. Within the time allowed by Nasdaq, the Company was able to meet 
     the necessary requirements.

     While the Company's Common Stock is currently listed on Nasdaq, the 
     Company might not be able to maintain the standards for continued 
     listing in the future and the listed securities could, at such time, 
     become subject to delisting from Nasdaq. If the Common Stock is delisted 
     in the future, trading in the Common Stock could be conducted on the 
     NASD Bulletin Board or in the over-the-counter market in what is 
     commonly referred to as the "pink sheets". If this occurs, an investor 
     will find it more difficult to dispose of the Common Stock or to obtain 
     accurate quotations as to the price of the Common Stock and it could 
     have an adverse effect on the coverage of news concerning the Company. 
     In addition, if the Common Stock is not listed, the Common Stock would 
     be subject to a rule that imposes additional sales practice requirements 
     on broker-dealers who sell the Common Stock to persons other than 
     established customers and accredited investors (accredited investors are 
     generally persons having net worth in excess of $1,000,000 or an annual 
     income exceeding $200,000 or $300,000 together with a spouse). For 
     transactions covered by this rule, the broker-dealer must make a special 
     suitability determination for the purchaser and must have received the 
     purchaser's written consent to the transaction prior to sale, as well as 
     disclosing certain information concerning the risks of purchasing 
     low-priced securities on the market for such securities. Consequently 
     the delisting would adversely affect the ability of broker-dealers to 
     sell the Common Stock and the ability of purchasers in the Offering to 
     sell the Common Stock in the secondary market and would make subsequent 
     financing more difficult.

     Restaurant Card Risk

     The restaurant business is marked by a large number of business 
     failures, many of which occur in the first year of operation. The 
     Company believes that current industry financial conditions, especially 
     in Australia and New Zealand, may be worse than historical experience. 
     The Company plans to determine the viability of prospective Company 
     Participating restaurants in the Licensed Territories through credit 
     checks, business viability analysis and on-site visits. The Restaurant 
     Credits made to Company Participating Restaurants in the Licensed 
     Territories will be repaid by the Company Cardholders charging their 
     meals on The Restaurant Card on the basis of reducing the Restaurant 
     Credits at a rate of 50% of the Food and Beverage Credits used. The 
     Company will bear the credit risk that such Company Participating 
     Restaurants may fail before the Restaurant Credits are so repaid. While 
     the closing of any one such Company Participating restaurant would not 
     be likely to have a material effect on the Company's business, the 
     closing of Company Participating restaurants in the Licensed Territories 
     with substantial outstanding Restaurant Credits would have a material 
     adverse effect on the Company's business. 

                                        -10
<PAGE>


     Market Acceptance

     Although the market for charge cards in general is very mature, the 
     market for restaurant-specific charge cards is relatively undeveloped. 
     The Company's success also will depend in large part upon the Company's 
     ability to recruit and retain Company Participating Restaurants and 
     Company Cardholders. The Company began to recruit Participating 
     Restaurants and Company Cardholders in Australia in the Fall of 1994. 
     While the Company expects that it will benefit from the use of The 
     Restaurant Card in the Licensed Territories by Network Cardholders, the 
     Company's success will depend primarily upon the number of Company 
     Cardholders that are recruited in the Licensed Territories, and the 
     level of usage of The Restaurant Card in the Licensed Territories. The 
     Company is offering a product that is new in the marketplace in each of 
     the Licensed Territories and faces all the risks and uncertainties 
     attendant to offering such a product. There can be no assurance that the 
     Company will be able to procure the number of Company Cardholders, 
     Company Participating Restaurants and renewals thereof in the Licensed 
     Territories that will be required for it to fund the development and 
     expansion of its business or to meet its minimum development 
     requirements under the License. Failure to do so could result in the 
     termination of the License.

     Competition

     The charge card business, including the discount restaurant charge card 
     business, is highly competitive and the Company will be competing for 
     both restaurants and cardholders. Competitors of the Company will 
     include discount programs offered by major credit card companies and 
     other companies that offer a wide variety of discount marketing 
     programs. Some competitors make their discount charge cards available 
     for a variety of purchases, for example, travel, hotels and restaurants. 
     If the revenues from the Company's operations are insufficient to permit 
     the Company to match promotional campaigns of competitors, the number of 
     Company Cardholders and Company Participating Restaurants in the 
     Licensed Territories may decline, with a resulting material adverse 
     effect on the Company's financial condition. Many of the Company's 
     competitors have substantially greater financial, personnel, 
     technological, marketing, administrative and other resources than the 
     Company. There can be no assurance that the Company will be able to 
     compete successfully with these companies or that these companies will 
     not successfully adopt marketing and operating strategies similar to 
     those used to promote the business of the Company and Network.

     Dependence Upon Network

     The Company's Restaurant Card business is dependent upon Network for 
     consumer goodwill and name recognition. Any material adverse condition 
     suffered by Network may have a material adverse effect on the Company. 
     The Company's operations could be adversely affected by negative 
     developments or adverse publicity involving Network or its franchisees, 
     or sublicensees. In addition, there can be no assurance that the working 
     relationships that have been established between the Company and Network 
     would not be negatively impacted by any future changes in control of 
     Network. The Company is also dependent on Network for protection of 
     TRANSMEDIA -Registered Trademark- trademark and such other trademarks 
     and service marks as Network may apply for in the Licensed Territories. 
     Network has the right, but not the obligation, to institute action 
     against persons who infringe upon or misappropriate any of the licensed 
     marks. If Network chooses not to take any such action, the Company may 
     not take action. 

                                     -11-
<PAGE>


     Dependence Upon Use of Charge Card Accounts

     The success of the Company is dependent, in part, upon its ability to 
     use recognized charge cards for collecting billing charges on The 
     Restaurant Card in the Licensed Territories. The Company has recently 
     entered into a clearing agreement with Westpac Banking Corporation Pty 
     Limited, with respect to the processing of charges by Company 
     Cardholders on The Restaurant Card, allowing charges by Company 
     Cardholders on The Restaurant Card to be charged to a Visa -Registered 
     Trademark-, Mastercard -Registered Trademark- or Delta -Registered 
     Trademark- account of the Company Cardholder. There can be no assurance 
     that the Company will be able to establish the necessary relationships 
     with processing banks or charge card companies in other portions of the 
     Licensed Territories, or continue or renew the existing arrangements 
     with Westpac Banking Corporation Pty Limited, or any other that it may 
     establish. Depending on a variety of factors, the termination of the 
     Company's relationship with any charge card company or processing agent 
     could have a material effect on the Company's operations and business.

     Operations Abroad

     The Company's Transmedia restaurant card business, as well as the 
     business of Countdown and NHS are conducted abroad.  As such the 
     Company's revenue and earnings, which are expressed in United States 
     Dollars, will be subject to the risks of currency exchange to the extent 
     of currency fluctuations between the United States Dollar and other 
     currencies in which the company transacts its business.

     Although the Company plans to operate its business in the Licensed 
     Territories in a manner that is similar to Network's business in the 
     United States, some practices have been modified for local tax and other 
     considerations. In certain situations, the Company may be obligated to 
     pay amounts to Network in predetermined United States dollars even 
     though revenues will be paid to the Company in foreign currency. 
     Therefore, fluctuations in currency could have an adverse effect on the 
     Company's profit margins. The Company presently does not intend to 
     engage in currency swaps or other similar hedging contracts to offset 
     possible losses, but may consider such activities in the future. In 
     addition, limitations on the transfer of funds from locations in the 
     Licensed Territories, and unfavourable economic or political 
     developments in the Licensed Territories, could have an adverse effect 
     on the Company's operations or its ability to exploit the License.

     Dependence on Management

     The success of the Company will be dependent on the abilities and 
     efforts of Mr. Guinan, Chairman of the Board of Directors of the 
     Company. Any incapacity or inability of Mr. Guinan to perform such 
     functions would have a material adverse effect on the Company. In the 
     event of death or incapacity of Mr. Guinan, Network has the right to 
     approve his proposed replacement. There is no guarantee that Network 
     will approve any such replacement. The Company has no key man life 
     insurance on the life of Mr. Guinan. The success of the Company will 
     also be dependent upon its ability to hire additional managerial, 
     administrative, systems, sales and marketing personnel. Mr. Guinan is a 
     United States citizen who has the Right to Remain in the United Kingdom.

     Voting Control

     Mr. Guinan is the largest owner of the Company's Common Stock. Mr. 
     Guinan and the Company's management have the ability to control the 
     outcome of substantially all issues submitted to the Company's Board of 
     Directors or stockholders and an investor will be dependent upon the 
     capabilities and judgement of the Company's management. Moreover, 
     concentration of effective voting control could serve to perpetuate 
     current management and could make the Company less attractive to 
     potential acquirors. 

                                     -12-
<PAGE>


     Guarantee of Sublicenses and Franchise Obligations.

     Under the License Agreement the Company has guaranteed the payment of 
     all amounts owed by its sublicensees and/or franchisees to Network. In 
     the event that such sublicensees and/or franchisees fail to make any 
     payment to Network, the Company could suffer substantial losses from the 
     payment of such amounts to Network.

     Restaurant Card Renewals

     Most of The Restaurant Cards issued by the Company provide for the 
     waiver of the annual fee for six months. There is no assurance as to the 
     number of holders who will elect not to renew based upon the 
     requirements to pay an annual fee.

     Government Regulation

     The Company believes that it possesses all governmental permits or 
     licenses necessary to operate in Australia and New Zealand. However, it 
     does not possess any governmental permits or licenses for other portions 
     of the Licensed Territories, and has not inquired yet whether any 
     permits or licenses will be required. In the event permits or licenses 
     are necessary for the conduct of the Company's business in other 
     portions of the Licensed Territories, or additional licenses or permits 
     are required in respect of operations in Australia and New Zealand, 
     there is no guarantee that the Company will be able to procure them, the 
     failure of which could have a material adverse effect on the Company's 
     ability to operate or expand its operations in the Licensed Territories.

     No Dividends on Common Stock

     Since its inception, the Company has not paid any dividends on its 
     Common Stock. The Company intends to retain future earnings, if any, to 
     provide funds for the operation of its business and, accordingly, does 
     not anticipate paying any cash dividends on its Common Stock in the 
     reasonably foreseeable future. See "Dividend Policy".

     Delaware Anti-Takeover Law

     The Company is governed by the provisions of Section 203 of the General 
     Corporation law of the State of Delaware. In general, this law prohibits 
     a public Delaware corporation from engaging in a "business combination" 
     with an "interested stockholder" for a period of three years after the 
     date of the transaction in which such person became an interested 
     stockholder, unless the business combination is approved in a prescribed 
     manner. A "business combination" is defined to include mergers, asset 
     sales and other transactions resulting in a financial benefit to the 
     stockholder. An "interested stockholder" is defined as a person who, 
     together with affiliates and associates, owns (or within the prior three 
     years, did own) 15 per cent or more of the corporation's voting stock.

Item 2 - Properties

     The Company leases office space of approximately 4,400 square feet. The 
     lease expires in September, 1999, at a net rental of approximately Aus. 
     $65,000 ($47,000) per annum.  The lease is renewable by mutual consent 
     according to normal terms and provisions applicable in the area.


                                   -13-
<PAGE>


Item 3 - Legal Proceedings

     There are currently no legal proceedings involving the Company.

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

     During the quarter ended September 30, 1997, no matters were submitted 
     to a vote of the security holders.

                                    -14-

<PAGE>
                                    PART II
 
Item 5--Market for Registrant's Common
  Equity and Related Stockholder Matters
 
    (a) Market Information: The Company's Common Stock $.00001 par value (the 
        "Common Stock") is traded on Nasdaq Small Cap Market ("Nasdaq") under 
        the symbol "MBTA". The following table sets forth, for the periods 
        indicated and as reported by Nasdaq, the high and low bid prices for 
        shares of the Company's Common Stock.
 
        DATE                                                 HIGH        LOW
        -------------------------------------------------  ---------  ---------
        December 31, 1995................................      2 1/4      1 3/4
        March 31, 1996...................................          2      1 3/8
        June 30, 1996....................................      2 5/8          1
        September 30, 1996...............................        7/8        1/8
        December 31, 1996................................      1 1/2          1
        March 31, 1997...................................      1 3/8        1/2
        June 30, 1997....................................      1 1/4        1/2
        September 30, 1997...............................      1 3/8        1/2
 
    The closing bid and ask prices as of January 7, 1998 were $1.375 and $1.4375
    respectively.
 
    (b) Holders of Common Stock: The number of stockholders on record of the 
        Common Stock on January 16, 1998 was 216. The Company believes that 
        there is a significant number of beneficial owners of its Common 
        Stock whose shares are held in "Street Name.".
 
    (c) Dividends: The Company has paid no cash dividends with respect to the 
        Common Stock since February 9, 1993 (inception). The Company intends 
        to retain future earnings, if any, that may be generated from the 
        Company's operations to help finance the operations and expansion of 
        the Company and accordingly does not plan, for the foreseeable 
        future, to pay dividends to holders of the Common Stock. Any decision 
        as to the future payment of dividends will depend on the results of 
        operations and financial position of the Company and such other 
        factors as the Company's Board of Directors, in its discretion, deems 
        relevant.
 
Recent Sales of Unregistered Securities
 
        At various times from August 24, 1997 to December 31, 1997, the 
        Company initiated a private placement (the "Private Placement") in 
        which it expected to sell an aggregate of 1,492,165 shares of Common 
        Stock at a purchase price of $1 per share. As of the date of filing, 
        no shares have been issued. For every three shares purchased, each 
        purchaser will receive, for no additional consideration, a warrant to 
        purchase one share of Common Stock at $1 per share. The warrants are 
        presently exercisable and expire in three years from the date of 
        issuance. In consideration for their agreement to purchase, on a 
        standby basis, a certain number of shares in the Private Placement, 
        certain holders of preferred stock of the Company will be granted 
        three-year warrants to purchase up to an aggregate of 327,656 shares 
        of Common Stock at an exercise price of $1 per share. The Private 
        Placement was made pursuant to the exemption from the registration 
        requirement of the Securities Act of 1933, as amended, afforded by 
        Section 4(2) thereof and Regulation D promulgated thereunder.

                                     -15-
<PAGE>

 
Item 6--Selected Financial Data
 
        The following table sets forth a summary of selected financial data 
        for each of the last three fiscal years. This information should be 
        read in conjunction with "Management's Discussion and Analysis of 
        Financial Condition and Results of Operations" and the consolidated 
        financial statements of the Company included in this Report.
 
Income Statement Data
 
<TABLE>
<CAPTION>
                                                                                                    PERIOD MARCH
                                                                                                         10,
                                                                                                     (INCEPTION)
                                                       SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  TO SEPTEMBER
                                                           1997           1996           1995         30, 1994
                                                       -------------  -------------  -------------  -------------
<S>                                                    <C>            <C>            <C>            <C>
Total revenues.......................................   $ 2,129,362    $ 1,890,476    $ 1,103,081           --
Gross profit.........................................       871,593        791,810        400,358           --
Loss from operations.................................    (2,851,737)    (2,027,263)    (2,075,747)      (377,948)
Net loss.............................................   $(3,030,445)   $(2,006,258)   $(1,990,288)     ($349,650)
Net loss per share...................................   $     (0.22)   $     (0.16)   $     (0.17)     ($   0.03)
 
Balance Sheet Data

<CAPTION>
                                                                             AS AT SEPTEMBER 30,
                                                       ----------------------------------------------------------
                                                           1997           1996           1995           1994
                                                       -------------  -------------  -------------  -------------
<S>                                                    <C>            <C>            <C>            <C>
Restaurant credits...................................   $   301,815    $   636,808    $   593,418    $    61,128
Intangible assets....................................     1,196,943      1,746,176      1,868,855      !,841,560
Total assets.........................................     4,798,380      3,954,947      4,312,460      4,164,997
Total liabilities....................................     2,048,227        776,350        627,816        151,920
Total equity.........................................     2,750,153      3,178,597      3,684,644      4,013,077

Other Data

Number of Participating Restaurants..................           274            430            330             25
Number of Company Cardholders........................        36,800         18,000           9000            --
</TABLE>
 
Item 7--Management's Discussion and Analysis of

                                     -16-

<PAGE>
 
Financial Condition and Results of Operations
 
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                          AND RESULTS OF OPERATIONS 

General
 
        The Company was formed in March 1994 and began business operations in 
        November 1994. The Company acquired in May 1994, the rights to 
        exploit, as the exclusive licensee of Network, the operation of The 
        Restaurant Card throughout the Licensed Territories. Currently, the 
        Company has operations in Australia and New Zealand. The success of 
        the Company is dependent upon continuing to pursue an expansion 
        strategy based upon the acquisition of businesses in similar or 
        complementary fields, as well as increasing the number of Company 
        Cardholders and Company Participating Restaurants, as well as 
        obtaining increased usage of The Restaurant Card by Company 
        Cardholders.
 
Results of Operations
 
        As a corporation domiciled in the state of Delaware, the Company is 
        subject to US federal as well as state income taxes. Although the 
        Company did not generate any revenues from operations for the year 
        ended September 30, 1997, the Company had taxable income for US 
        federal and state income tax purposes because expenses incurred prior 
        to the generation of revenues form the operation of a business are 
        capitalised for income tax purposes and amortised over a five year 
        period. Accordingly, the Company had taxable income for U.S. federal 
        tax purposes for interest income. For financial statement purposes, 
        the Company did not recognise any deferred tax benefit for tax loss 
        carry forwards or amounts of expenses capitalised for tax purposes.
 
Year Ended September 30, 1997
 
        Revenues, exclusive of membership fees of $204,454 (1996: $230,961 
        and 1995 $27,564), for the year ended September 30, 1997 amounted to 
        $1,924,908 (1996: $1,659,515 and 1995 $1,075,517). Revenues represent 
        the retail value of food and beverages consumed by Company 
        Cardholders at Company Participating Restaurants, less the 25% 
        discount that is granted to Company Cardholders. Cost of sales is 
        approximately 50% of the retail value of the food and beverages 
        consumed by Company Cardholders and represents the recovery of the 
        Restaurant Credits made by the Company to the respective Company 
        Participating Restaurants. The gross profit of $871,593 (1996: 
        $791,810 and 1995 $400,358) for the year amounts to 25% of the full 
        retail value of the food and beverages consumed by Company 
        Cardholders, together with a pro rata portion of membership fees and 
        other income.
 
        The Company began generating revenues from operations in November 
        1994, as management began recruiting Company Cardholders. Revenues 
        increased significantly after inception, since the Company benefited 
        from a promotion campaign in the Sydney Morning Herald, which also 
        increased the number of Company Participating Restaurants. In 
        addition, the September 1995 launch of the Restaurant Card in The Age 
        newspaper in Melbourne had a significant effect on revenues and 
        cardholder numbers, which was realised during the 1996 financial 
        year. During the year ended September 30, 1997, the Company was 
        successful in raising revenues and gross profits. This was as a 
        result of reducing the number of under performing restaurants (those 
        which had been nominally registered as part of the Company's base of 
        operations, but which did not effectively participate in the scheme), 
        but more by doubling the number of Company Cardholders.

                                     -17-

<PAGE>
 
        The Company's revenues are generated primarily from the usage of The 
        Restaurant Card. Accordingly, the Company has marketing programs 
        which are intended to increase the frequency of use of The Restaurant 
        Card in addition to obtaining new Company Cardholders. The Company 
        had approximately 36,800 Restaurant Cardholders (1996: 18,000 and 
        1995 9,000) and 274 Company Participating Restaurants (1996: 430 and 
        1995 330) at September 30, 1997. Although it is the goal of the 
        Company to increase its Company Cardholders and Company Participating 
        Restaurant base through various marketing programs, the Company 
        expects that the future growth of its Company Cardholder and Company 
        Participating Restaurant base to be more gradual as compared to the 
        1997 fiscal year.
 
        Selling, general, and administrative expenses amounted to $3,666,124 
        (1996: $2,819,073 and 1995: 2,476,105) for the year ended September 
        30, 1997, consisting primarily of salaries, rents, commissions, and 
        other general overhead costs and includes $112,875 for the cost of 
        the termination agreement with one of the Company's executives, Mr 
        CEC Radbone, a director of the company, and $118,642 of costs 
        relating to the registration of the Company's Common Stock under the 
        Securities Act of 1933. The Company's share of losses in its 
        associate Countdown for the period from April 3, 1997 to September 
        30, 1997 was $202,905The Company earned $31,007 (1996: $21,005 and 
        1995 $85,459) for the 1997 fiscal year from the temporary investment 
        of excess cash funds and from loans to certain stockholders of which 
        $6,810 relates to the associate Countdown. The Company is in a net 
        operating loss carry forward position for income tax purposes and no 
        tax benefit has been recognised in the 1997 fiscal year ended 
        September 30, 1997
 
Liquidity and Capital Resources
 
        The Company continues to require capital for both operating and 
        capital purposes. To date, the Company has been successful in raising 
        such capital, but there can be no assurance that it will continue to 
        be possible to raise the funds required. There is a risk that failure 
        to raise the capital required, with the result that the Company would 
        be unable to continue operations.
 
        The Company was initially capitalised with 7,249,500 shares, after 
        giving retroactive effect to stock dividends. On May 26, 1994, TMAP 
        issued and sold 4,565,790 shares of Common Stock of which: (i) 
        450,000 to Conestoga for $450,000; (ii) 590,790 to Network, as 
        partial consideration for the purchase of the License; and (iii) 
        3,525,000 were sold to private investors in a private placement at an 
        offering price of $1 per share. Of the cash proceeds of $3,525,000, 
        $1,000,000 was paid to Network for further consideration (in addition 
        to the $250,000 paid to Network by Conestoga and reimbursed to 
        Conestoga by the Company) for the purchase of the License leaving a 
        balance, after costs, of $2,322,212 available to the Company for use 
        as working capital in respect of the utilization by the Company of 
        its rights under the License. Initially such utilization has taken 
        place in Australia through the Company's wholly owned subsidiary, 
        Transmedia Australia Pty Limited. In the future, the Company may 
        expand operations in other portions of the Licensed Territories 
        through wholly owned subsidiaries or through unaffiliated 
        sublicensees and franchisees.
 
        In the future, the Company may expand operations in other portions of 
        the Licensed Territories through wholly-owned subsidiaries or through 
        unaffiliated sub-licensees and franchisees.
 
        In April 1995, the Company completed a second private placement of 
        673,800 shares of Common Stock at a price of $3 per share. The net 
        proceeds of such private placement were used as working capital in 
        respect of the utilization by the Company of its rights under the 
        License agreement. The net cash to the Company from the second 
        private placement of shares in April 1995 was $1,892,656.
 
        In July 1996, the Company issued 892,857 shares of Common Stock at a 
        price of $1.40 per share. The net proceeds of $1,235,000 were used to 
        provide working capital to existing operations.

                                     -18-

<PAGE>
 
        In December 1996, the Company issued 556,250 shares of Common Stock 
        at a price of $2 per share. The purchasers were also issued warrants 
        to purchase an aggregate of 185,417 shares of common stock at $2 per 
        share. The net proceeds of $1,097,500 were used to provide working 
        capital to existing operations.
 
        In August 1997, the Company initiated a private placement in which it 
        expected to sell an aggregate of 1,467,165 shares of Common Stock at 
        a purchase price of $1 per share. For every three shares purchased, 
        each purchaser will receive, for no additional consideration, a 
        warrant to purchase one share of Common Stock at $1 per share. As of 
        the date of this filing, no shares have been issued. "See Item 5. 
        Market for Registrant's Common Equity and Related Stockholder 
        Matters".
 
        The cash resources of the Company are used to provide Restaurant 
        Credits to Company Participating Restaurants in the Licensed 
        Territories, and to pay for general and administrative expenses, 
        including officers' compensation and compensation to independent 
        sales consultants for the recruitment of Company Participating 
        Restaurants, and Company Cardholders.
 
        The Restaurant Credits are generally unsecured and are recoverable 
        only as Company Cardholders utilise The Restaurant Card at the 
        respective Company Participating Restaurant. In a small number of 
        cases, the Company may request a personal guarantee from the owner. 
        Generally, no other forms of collateral or security are obtained from 
        restaurant owners. Recovery of Restaurant Credits as well as 
        generation of gross profit from operations is strongly dependent upon 
        the frequency of use by existing Company Cardholders of The 
        Restaurant Card.
 
        On December 2, 1997, Transmedia Australia Holdings, a company owned 
        equally by the Company and Transmedia Europe indirectly purchased in 
        simultaneous transactions 51% of the business and assets of NHS. The 
        total purchase price for the transaction (including a deposit of Aus 
        $345,000 ($226,974)) was Aus $12,500,000 ($8,223,684), of which Aus 
        $4,000,000 represents sign-on fees payable to certain individuals of 
        NHS, and the balance of which represents amounts payable to NHS in 
        two tranches. The first tranche was paid on December 2, 1997 in the 
        form of cash and 500,000 shares of Common Stock of the Company and 
        its affiliate, Transmedia Europe Inc. The second tranche (Aus. 
        $2,842,540 [$1,870,092]) is payable in cash on January 31, 1998 
        (which date may be extended by up to 90 days provided that interest 
        will accrue during such extension at 5% per annum). The sign-on fees 
        are payable one half on January 31, 1998 and the balance on June 30, 
        1998 (subject to extension of each instalment, with the exception of 
        a portion of the first instalment, by up to 90 days provided that 
        interest will accrue on the extended amounts at 5% per annum. 
        Transmedia Australia Holdings also required an option to purchase the 
        49% balance of NHS's business and assets for an additional Aus 
        $2,497,655 ($1,643,194) (less potential reductions). The option is 
        exercisable at any time through June 30, 1998 (subject to extension 
        for up to 90 days) provided that interest will accrue on the exercise 
        price during any such extension at 5% per annum. Failure to exercise 
        the option during its term will give the NHS principals the rights to 
        repurchase the 51% interest for nil consideration.
 
        In October 1997, the Company signed a Letter of Intent to purchase 
        50% of the shares of Common Stock of a privately held corporation 
        engaged in a complementary field of business. $50,000 in cash and 
        200,000 shares of Common Stock in the Company, held by Edward J. 
        Guinan III, the Chairman of the Board of Directors were placed as a 
        deposit. This deposit becomes the property of the vendors of the 
        corporation as of January 15 1998. The Letter of Intent provides that 
        the purchase must close on or prior to March 31, 1998 and commits the 
        Company to a consideration of $3,750,000 in cash, plus $500,000 in 
        unrestricted shares of Common Stock of TME, the value of the shares 
        of Common Stock being that as of the day of closing of the purchase.

                                     -19-

<PAGE>

 
        On January 16, 1998, Mr. C.E.C. Radbone, a director of the Company, 
        resigned from the Board of Directors. Contemporaneously, his 
        employment agreement, according to the terms of which he had been 
        serving as Managing Director of Countdown plc, an affiliate of the 
        Company, was cancelled. Mr. Radbone held 1,200,000 shares of Common 
        Stock of the Company and agreed to grant Edward J. Guinan III, the 
        Chairman of the Board of Directors, an option to purchase these 
        shares at a value of $1 per share. The consideration for this option 
        is $500,000, which was payable in cash and secured on shares of 
        Common Stock of the Company and its affiliate, TME.
 
        In fiscal 1998, based upon projected promotions by the Company, it is 
        anticipated that additional funds will be required in order to 
        support a higher level of restaurant advances. This higher level will 
        be required in connection with the anticipated substantial increase 
        in fiscal 1998 in the number of Company Cardholders and Company 
        Participating Restaurants. Additional funds will have to be obtained 
        by the Company from one or more sources including bank loans or other 
        debt financings, equity financings, or the sale of sublicenses or 
        franchises. While there can be no assurance of any such sources of 
        funds or the terms upon which they can be obtained, the Company is 
        confident that sufficient funds will be available to meet its 
        anticipated business expansion needs in fiscal 1998, based upon 
        management's knowledge of the capital markets and their contacts 
        within those markets.
 
Acquisitions
 
        Effective April 3, 1997, the Company acquired 50% ownership in 
        Countdown Holdings Ltd. and subsidiaries, a United Kingdom 
        corporation offering discounted merchandise purchases and other 
        benefits to approximately 6,500,000 cardholders. These cardholders 
        are distributed throughout the United Kingdom, with nearly 100,000 
        accepting merchants in 47 countries. The consideration paid for this 
        acquisition was $4,750,000 split equally between the Company and its 
        affiliate TME. Of this $4,750,000, $400,000 was paid as a deposit, 
        $1,600,000 was paid in cash, with the balance of $2,750,000 paid in 
        shares of common stock and options to purchase common stock from the 
        Company and Transmedia Europe Inc, in approximately equal values. Of 
        the total consideration of $4,750,000, some $6,000,000 is goodwill. 
        An individual who is a member of the board of directors of the 
        Company advanced the Company sufficient funds to complete the cash 
        portion of this transaction.
 
        Operating losses in Countdown for the year ended September 30, 1997 
        total $ 419,431.
 
Inflation and Seasonality
 
        The Company does not believe that its operations will be influenced 
        by inflation in the foreseeable future. The business of individual 
        Company Participating Restaurants may be seasonal depending on their 
        location and the type of food and beverages served. However, the 
        Company at this time has no basis on which to project seasonal 
        effects, if any, to its business as a whole.
 
Effect of Year 2000
 
        The Company is aware that it must evaluate the effect of the year 
        2000 on its internal operating and accounting software and other 
        systems and make an assessment as to the significance of cost to the 
        Company of becoming year 2000 compliant.
 
        The Company has not yet completed its evaluation of the potential 
        impact, but management expects to complete this in the near future.

                                     -20-

<PAGE>

 
New U.S. accounting pronouncements not yet implemented
 
        In December 1996, the FASB issued SFAS No. 128 "Earnings Per Share", 
        which is effective for both interim and annual periods ending after 
        December 15, 1997. SFAS No. 128 requires that all prior period 
        earnings per share data be restated to conform to this statement. The 
        Company will adopt SFAS No. 128 for the year ended September 30, 
        1998. The adoption of this standard is not expected to have a 
        material effect on the Company's earnings per share
 
        In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive 
        Income", which established standards for reporting and display of 
        comprehensive income, its components and accumulated balances. 
        Comprehensive income is defined to include all changes in equity 
        except those resulting from investments by, or distributions to, 
        owners. Among other disclosures, SFAS No. 130 requires that all items 
        that are required to be recognized under current accounting standards 
        as components of comprehensive income be reported in a financial 
        statement that is displayed with the same prominence as other 
        financial statements.
 
        SFAS No. 130, effective for all fiscal years beginning after December 
        15, 1997, requires comparative information for earlier years to be 
        restated and early adoption is permitted. The Company intends to 
        adopt SFAS No. 130 effective October 1, 1998. Results of operations 
        and financial position will be unaffected by implementation of this 
        standard.




                                     -21-
<PAGE>

Item 8- Financial Statements
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                           ----------
<S>                                                          <C>
Report of Independent Auditors......................         F1--F2
Consolidated Balance Sheets.........................         F3--F4
  September 30, 1996 and 1997
Consolidated Statement of Operations................           F5
  for the year ended 
  September 30, 1997, 1996 and 1995
Consolidated Statement of Stockholders Equity.......           F6
  for the year ended September 30, 1997
Consolidated Statement of Cash Flows ...............           F7
  for the year ended September 30, 1997
Notes to the Consolidated Financial Statements......         F8--F17
</TABLE>

                                     -22-

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Transmedia Asia Pacific, Inc.

    We have audited the accompanying consolidated balance sheets of 
Transmedia Asia Pacific, Inc.and subsidiaries as of September 30, 1997 and 
the related consolidated statements of operations, changes in stockholders' 
equity, and cash flows for the year ended September 30, 1997. These 
consolidated financial statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these consolidated 
financial statements based on our audits.
 
    We conducted our audits in accordance with generally accepted auditing 
standards in the United States. These standards require that we plan and 
perform the audit 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 consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Transmedia Asia Pacific, Inc. and subsidiaries as of September 30, 1997, 
and the results of their operations and their cash flows for the year ended 
September 30, 1997, in conformity with generally accepted accounting 
principles in the United States.
 
    The accompanying consolidated financial statements have been prepared 
assuming that the Company will continue as a going concern. As discussed in 
Note 2 to the financial statements, the Company has experienced losses during 
the year ended September 30, 1997, both from operations and from 
restructuring. It has funded this through sales of equity securities and 
exercises of warrants, and its ability to continue as a going concern is 
dependent on the Company's ability to continue to effect such sales of equity 
and exercises of warrants. Should the Company be unable to continue to effect 
such sales of equity and exercises of warrants or obtain other sources of 
funding, this would raise substantial doubt about its ability to continue as 
a going concern. Management's plans in regard to these matters are also 
described in Note 2. The consolidated financial statements do not include any 
adjustment which might result from this uncertainty.
 
    The comparative figures have been audited by another accounting firm.
 
January 23, 1998
 
BDO Stoy Hayward
London, England

                                      F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS



The Board of Directors and Stockholders
Transmedia Asia Pacific, Inc.
 
    We have audited the accompanying consolidated balance sheets of 
Transmedia Asia Pacific, Inc. and subsidiaries as of September 30, 1996 and 
1995 and the related consolidated statements of operations, changes in 
stockholders' equity, and cash flows for each of the years in the three-year 
period ended September 30, 1996. These consolidated financial statements are 
the responsibility of the Company's management. Our responsibility is to 
express an opinion on these consolidated financial statements based on our 
audits.
 
    We conducted our audits in accordance with generally accepted auditing 
standards in the United States. These standards require that we plan and 
perform the audit 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 consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Transmedia Asia Pacific, Inc. and subsidiaries as of September 30, 1996 
and 1995, and the results of their operations and cash flows for each of the 
years in the three-year period ended September 30, 1996, in conformity with 
generally accepted accounting principles in the United States.
 
December 20, 1996                              KPMG
                                                London
                                                England

                                      F-2

<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
Consolidated Balance Sheets
 
<TABLE>
<CAPTION>
                                                                                        SEPTEMBER    SEPTEMBER 30,
                                                                                         30, 1997        1996
                                                                                       ------------  -------------
<S>                                                                                    <C>           <C>
Assets
Current assets
Cash (including temporary cash investments of $nil at September 30, 1997 and
  $1,564,741 at September 30, 1996)..................................................  $     13,104   $ 1,171,305
Restaurant credits net of allowance for irrecoverable credits of $114,610 at
  September 30, 1997 and of $119,762 nil at September 30, 1996 (note 1 (c))..........       301,815       636,808
Trade accounts receivable............................................................        56,563        66,211
Amounts due from related parties (note 4)............................................       322,533        48,857
Other current assets.................................................................        18,784       142,127
                                                                                       ------------  -------------
Total current assets.................................................................       712,799     2,065,308
Long Term assets
Investment in affiliates (note 3)....................................................     2,651,442            --
Property and equipment, net of accumulated depreciation $106,260 at September 30,
  1997 and $77,615 at September 30, 1996 (note 6)....................................        94,250       143,463
Intangible assets, net of accumulated amortization of $507,270 at September 30, 1997
  and $108,086 at September 30, 1996 (note 5)........................................     1,196,943     1,596,176
Other assets (note 9)................................................................       142,946       150,000
                                                                                       ------------  -------------
Total assets.........................................................................  $  4,798,380   $ 3,954,947
                                                                                       ------------  -------------
                                                                                       ------------  -------------
</TABLE>

       See accompanying summary of accounting policies and notes to the
                     consolidated financial statements.

                                     F-3

<PAGE>

Transmedia Asia Pacific, Inc.
Consolidated Balance Sheets (Continued)

                                                    September      September
                                                        30,            30,
                                                       1997           1996
                                                    ----------    -----------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdraft................................. $         --    $    40,051
  Trade accounts payable.........................      267,232        253,432
  Deferred membership fee income.................      104,375        139,215
  Accrued liabilities (note 8)...................      330,908        250,352
  Royalties Payable
  Deferred Advances
  Amount due to related parties (note 4).........    1,345,712         93,300
                                                    ----------    -----------
  Total current liabilities......................   $2,048,227    $   776,350
                                                    ----------    -----------

Stockholders' Equity
  Stockholders' equity
  Preferred stock, $.01 par value per share
  Authorised 5,000,000 shares; none issued.
 
  Common stock, $.00001 par value per share
  Authorised 95,000,000 shares;
  13,918,697 issued and outstanding shares 
  at September 30, 1997 and 13,362,447
  shares at September 30, 1996...................          153            134
 
  Additional paid in capital.....................    9,962,922      7,470,749
 
  Cumulative foreign currency translation 
  adjustment.....................................      163,719         53,910
 
  Accumulated deficit............................   (7,376,641)    (4,346,196)
                                                    ----------    -----------
  Total stockholders' equity.....................   $2,750,153     $3,178,597
                                                    ----------    -----------
Total liabilities and stockholders' equity.......   $4,798,380     $3,954,947
                                                    ----------    -----------
                                                    ----------    -----------

    See accompanying summary of accounting policies and notes to the
                consolidated financial statements.

                                      F-4

<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
Consolidated Statement of Operations
 
<TABLE>
<CAPTION>
                                                                        YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                       SEPTEMBER 30,    SEPTEMBER      SEPTEMBER
                                                                           1997         30, 1996       30, 1995
                                                                       -------------  -------------  -------------
<S>                                                                    <C>            <C>            <C>
Revenues (note 1 (g))................................................   $ 1,924,908   $   1,659,515  $   1,075,517
Membership fees......................................................       204,454         230,961         27,564
Total revenues and fees..............................................     2,129,362       1,890,476        1103081
Cost of sales........................................................    (1,257,769)     (1,098,666)      (702,723)
                                                                       -------------  -------------  -------------
Gross profit.........................................................       871,593         791,810        400,358
Selling, general and administrative expenses.........................    (3,723,330)     (2,819,073)    (2,476,105)
                                                                       -------------  -------------  -------------
Loss from operations.................................................    (2,851,737)     (2,027,263)    (2,075,747)
Associated company...................................................      (209,715)             --             --
Interest income......................................................        31,007          21,005         85,459
                                                                       -------------  -------------  -------------
Loss before income tax...............................................    (3,030,445)     (2,006,258)    (1,990,288)
Income taxes (notes 1(f) and 13).....................................            --              --             --
                                                                       -------------  -------------  -------------
Net loss.............................................................   $(3,030,445)  $  (2,006,258) $  (1,990,288)
                                                                       -------------  -------------  -------------
                                                                       -------------  -------------  -------------
Loss per common and common equivalent share..........................   $     (0.22)  $       (0.16) $       (0.17)
                                                                       -------------  -------------  -------------
                                                                       -------------  -------------  -------------
Weighted average number of common and common equivalent shares
  outstanding........................................................   $13,802,812   $  12,618,400  $  12,082,691
                                                                       -------------  -------------  -------------
                                                                       -------------  -------------  -------------
</TABLE>
 
         See accompanying summary of accounting policies and notes to
                      consolidated financial statements
 
                                      F-5

<PAGE>

                  TRANSMEDIA ASIA PACIFIC INC AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 
<TABLE>
<CAPTION>
                                                                 CUMULATIVE
                                               ADDITIONAL         CURRENCY
                   NUMBER OF       COMMON        PAID-IN        TRANSLATION       ACCUMULATED      UNEARNED
                 COMMON SHARES      STOCK        CAPITAL         ADJUSTMENT         DEFICIT      COMPENSATION       TOTAL
                 --------------  -----------  -------------  ------------------  -------------  --------------  ------------
<S>              <C>             <C>          <C>            <C>                 <C>            <C>             <C>
Balance,
  September 30,
  1994.........     11,815,790    $     118    $ 4,363,109            ($500)       ($349,650)    $        --   $  4,013,077
Issuance of
  common
  stock........        673,800            7      2,021,393               --               --        (300,000)     1,721,400
Issue costs....             --           --       (128,744)              --               --              --       (128,744)
Net loss.......             --           --             --               --       (1,990,288)             --     (1,990,288)
Effect of
  foreign
  currency
  translation..             --           --             --            1,449               --              --           1,449
Treasury
  stock........        (20,000)          --        (20,000)              --               --              --         (20,000)
Compensation
  expense......             --           --             --               --               --          87,750          87,750
                    ----------    ---------    -----------       ----------     -------------     ----------      -----------
Balance,
  September 30,
  1995.........     12,469,590    $     125    $ 6,235,758             $949      $(2,339,938)     $ (212,250)   $  3,684,644
Issuance of
  common
  stock........        892,857            9      1,249,991               --               --              --       1,250,000
Issue costs....          -----           --        (15,000)              --               --              --         (15,000)
                    ----------    ---------    -----------       ----------     -------------     ----------      -----------
Net loss.......             --           --             --               --       (2,006,258)             --      (2,006,258)
Effect of
  foreign
  currency
  translation..             --           --             --           52,961               --              --          52,961
Compensation
  expense......             --           --             --               --               --         212,250         212,250
Balance,
  September 30,
  1996.........     13,362,447    $     134    $ 7,470,749       $   53,910      ($4,346,196)        $    --    $  3,178,597
Issuance of
  common
  stock........        556,250           18      2,335,313               --               --              --       2,335,331
Issue costs....             --           --        (15,000)              --               --              --         (15,000)
Net loss.......             --           --            --                --       (3,030,445)             --      (3,030,445)
Effect of
  foreign
  currency
  translation..             --           --            --           110,100               --              --         110,100
Option re
  Countdown....             --           --        171,860               --               --              --         171,860
                    ----------    ---------    -----------       ----------     -------------     ----------      -----------

Balance,
  September 30,
  1997.........     13,918,697    $     152    $ 9,962,922       $  164,010      ($7,376,641)     $       --      $ 2750,443
                    ----------    ---------    -----------       ----------     -------------     ----------      -----------
                    ----------    ---------    -----------       ----------     -------------     ----------      -----------
</TABLE>

                                      F-6

<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
Notes to the Consolidated Financial Statements

TRANSMEDIA ASIA PACIFIC, INC.
Consolidated Statements of Cash Flows
 
<TABLE>
<CAPTION>
                                                                                            SEPTEMBER 30,
                                                                                     ----------------------------
                                                                       YEAR ENDED                    YEAR ENDED
                                                                      SEPTEMBER 30,   YEAR ENDED    SEPTEMBER 30,
                                                                          1997           1996           1995
                                                                      -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>
Cash flows from operating activities:
-Net loss...........................................................   $(3,030,445)  $  (2,006,258)  $(1,990,288)
Adjustment to reconcile net loss to net cash used in operating
  activities:
-Depreciation.......................................................        38,195          35,539        31,479
-Amortization of licence............................................       399,191         122,720       122,720
-Provision for irrecoverable restaurant credits.....................        (5,152)         79,344        40,418
-Amortisation of deferred compensation..............................       000,000         212,250        87,750
-Write off of Hawaii option.........................................       150,000              --            --
Changes in assets and liabilities:
-Trade accounts payable.............................................        13,800         131,837       116,918
-Accrued liabilities................................................        80,557          (5,021)      128,198
-Restaurant credits.................................................       340,145         (98,997)     (572,707)
-Prepaid expenses and other current assets..........................        (9,956)        (60,299)     (138,873)
-Deferred membership fees...........................................       (34,840)          5,066       128,990
                                                                      -------------  -------------  -------------
Net cash used in operating activities...............................    (1,855,599)     (1,583,819)   (2,045,395)
Cash flows from investing activities:
-Due from/(to) related parties......................................       978,726         663,930      (424,437)
-Purchase of property and equipment.................................            --         (29,861)      (49,599)
-Extension of Hawaii option.........................................            --              --      (150,000)
-Interest acquired in affiliate.....................................    (2,854,347)             --            --
-Proceeds on disposal of fixed assets...............................         4,045              --            --
                                                                      -------------  -------------  -------------
Net cash provided by/(used in) investing activities.................    (1,668,671)        634,069      (624,036)
Cash flows from financing activities:
- Net proceeds received from issuance of common stock...............     2,492,192       1,235,000     1,592,656
-Bank overdraft.....................................................       (40,051)        (86,097)      126,148
-Purchase of treasury stock.........................................       --             --             (20,000)
                                                                      -------------  -------------  -------------
Net cash provided by financing activities...........................     2,452,141       1,148,903     1,698,804
Effects of foreign currency translation.............................       116,824          31,054           (85)
                                                                      -------------  -------------  -------------
Net increase (decrease) in cash and cash equivalents................    (1,158,201)        230,207      (970,712)
Cash and temporary cash investments at beginning of period..........     1,171,305         941,098     1,911,810
                                                                      -------------  -------------  -------------
Cash and temporary cash investments at end of period................   $    13,104   $   1,171,305   $   941,098
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
</TABLE>
 
Supplemental disclosures of cash flow information:
No amounts of cash were paid for interest or income taxes for each of the
periods presented

                                      F-7

<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.      Description of business and summary of significant accounting policies

(a)     Description of business

        Transmedia Asia Pacific, Inc. ("the Company" and "TMAP") was 
        incorporated in Delaware in March 1994, and commenced operations in 
        November 1994.

        The Company's main business activity and that of its subsidiary is 
        to make 'cash advances' to restaurants for food and beverage 
        credits from certain participating restaurants which are then 
        recovered as Transmedia cardholders utilize their restaurant charge 
        cards (see Note 1 (c)), presently through its wholly owned 
        subsidiary Transmedia Australia Pty Limited. The Company is also 
        active in the area of customer discounts on merchandise purchases, 
        through its investment in Countdown plc, acquired in April 1997.

        The Company has been granted a license, (the 'Transmedia License') 
        by TMNI, an affiliate of Transmedia Network Inc., a corporation 
        which is incorporated in the United States of America. The Licence 
        is to operate a specialized restaurant charge card business in 
        Australia and New Zealand with limited rights to sublicence the 
        Asia Pacific Region. The agreement to purchase the Transmedia 
        License was initially entered into by Conestoga Partners Inc. 
        ('Conestoga'), a corporation which is related to the Company by 
        virtue of the majority shareholding in Conestoga held by Edward J 
        Guinan III, the Chairman and a Director of the Company (see note 4).
 
        In August 1994 the Company registered an initial public offer of 
        its common stock with the Securities Exchange Commission and the 
        Company's Common Stock traded on the NASDAQ small capital market.
 
        The Company was initially capitalised with 7,249,500 shares. On May 
        26, 1994, TMAP issued and sold shares of common stock: (i) 450,000 
        to Conestoga for $450,000; (ii) 590,790 to Network, as partial 
        consideration for the purchase of the License; and (iii) 3,525,000 
        to investors in a private placement at an offering price of $1 per 
        share. Of the cash proceeds from the private placement of 
        $3,525,000, $1,000,000 was paid to Network for further 
        consideration (in addition to the $250,000 paid to Network by 
        Conestoga and reimbursed to Conestoga by the Company) for the 
        purchase of the License, leaving a balance, after costs, of 
        $2,322,212 available to the Company for use as working capital in 
        respect of the utilization by the Company of its rights under the 
        License. Initially such utilization has taken place in Australia 
        through the Company's wholly owned subsidiary, Transmedia Australia 
        Pty Limited. In the future, the Company may expand operations in 
        other portions of the Licensed Territories through wholly owned 
        subsidiaries or through unaffiliated sublicensees and franchisees.
         
        In April 1995, the Company completed a second private placement of 
        673,800 shares of Common Stock at a price of $3 per share. The net 
        proceeds of such private placement were used as working capital in 
        respect of the utilization by the Company of its rights under the 
        License. The net cash to the Company from the second private 
        placement of shares in April 1995 was $1,892,656.
         
        In July 1996, the Company issued 892,857 shares of Common Stock at 
        a price of $1.40 per share. The net proceeds of $1,235,000 were 
        used to provide working capital to existing operations.

                                      F-8
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
1.      Description of business and summary of significant accounting policies
        (continued)

(a)     Description of business (continued)

        In December 1996, the Company issued 556,250 shares of Common Stock 
        at a price of $2 per share. The net proceeds of $1,097,500 were 
        used to provide working capital to existing operations.
         
        In August 1997, the Company initiated a private placement in which 
        it is expected to sell an aggregate of 1,467,165 shares of Common 
        Stock at a purchase price of $1 per share. For every three shares 
        purchased, each purchaser will receive, for no additional 
        consideration, a warrant to purchase one share of Common Stock at 
        $1 per share. As of the date of this filing, no shares have been
        issued. "See Item 5. Market for Registrant's Common Equity and Related
        Stockholder Matters".
 
        The Company, through its subsidiary company Countdown Holdings 
        Limited ("Countdown"), operates as a discount buying organization. 
        Countdown negotiates discount privileges with large retailers and 
        sells membership cards to customers, who may then take advantage of 
        these facilities. Countdown also offers a voucher discount service, 
        where discounts negotiated with suppliers are available to 
        Countdown members who purchase these discount vouchers.
 
        As of September 30, 1997, Transmedia Asia Pacific, Inc. has the 
        following subsidiaries all of which were 100% owned:
 
<TABLE>
<CAPTION>
Name                                  Country of Incorporation
------------------------------------  --------------------------
<S>                                   <C>
 
Transmedia Australia Pty Limited      Australia
 
Transmedia New Zealand Ltd            New Zealand
</TABLE>
 
        In addition, the Company has a 50% ownership in Countdown Holdings 
        Ltd., ("Countdown"), which is incorporated in the United Kingdom.
 
        The accompanying consolidated financial statements present the 
        results of operations of the Company for the period from October 1, 
        1996, to September 30, 1997. The Company commenced operations in 
        November 1994.
 
(b)     Principles of consolidation
 
        The consolidated financial statements include the financial 
        statements of the Company and its wholly owned subsidiaries. All 
        significant intercompany balances and transactions have been 
        eliminated in consolidation.
 
        As a result of the acquisition of 50% of Countdown on April 3, 
        1997. The Company's interest in Countdown's operations is accounted 
        for using the equity method while the acquisition has been 
        accounted for using the purchase method of accounting.
 
                                      F-9
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(c)     Restaurant credits
 
        Restaurant credits represent the total advances made to 
        participating restaurants in exchange for credits less the amount 
        by which these credits are recouped by the Company as a result of 
        Company cardholders utilising their cards at participating 
        restaurants. The amount by which such credits are recouped amounts 
        to approximately 50% of the retail value of food and beverages 
        consumed by cardholders. The Company reviews recoverability of 
        credits and establishes an allowance for credits to restaurants 
        that have ceased operations or whose credits may not be utilised by 
        cardholders.
 
        The amount of funds advanced to participating restaurants are 
        generally unsecured and are recoverable as cardholders utilise 
        their restaurant charge card at the respective restaurant. In 
        certain cases, the Company may request a personal guarantee from 
        the owner of a restaurant with respect to the recoverability of the 
        advance if the restaurant ceases operations or ceases to be a 
        participating restaurant. Generally, no other forms of collateral 
        or security are obtained from the restaurant owners.
 
(d)     Intangible assets
 
        Intangible assets consist entirely of the cost of the Transmedia 
        License and represents the consideration paid to Network in both 
        cash and the fair value of Company shares for the Transmedia 
        License to operate in the licensed territories using the systems, 
        procedures and 'know how' of the Transmedia business.
         
        The license cost is being amortised on a straight line basis over 
        its estimated useful life of 15 years from the commencement of 
        operations in November 1994.
         
        The Company evaluates the carrying value of its investment in 
        license costs for impairment based on an estimate of future 
        undiscounted cash flows that are expected to be generated and are 
        directly attributable to the Transmedia License. If the sum of 
        those estimated undiscounted cash flows is less than the carrying 
        value of the License costs, it is the policy of the Company to 
        measure impairment on the basis of the fair value of the License 
        costs, using a discounted cash flow technique. In the opinion of 
        management the carrying value of the License costs at September 30, 
        1997 represents future undiscounted cash flows that are expected to 
        be generated and are directly attributable to the Transmedia 
        licence.
 
(e)     Property and equipment
 
        Property and equipment are stated at cost. Depreciation on property 
        and equipment is calculated using the straight line method over the 
        estimated useful lives of the assets as follows:
 
<TABLE>
<S>                               <C>
Furniture and fixtures            5 years
 
Office equipment                  4-5 years
 
Computer equipment                3-4 years
</TABLE>

                                      F-10
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(f)     Income taxes
 
        The Company recognises deferred tax liabilities and assets for the 
        expected future tax consequences of events that have been included 
        in the financial statements or tax returns. Accordingly, deferred 
        tax liabilities and assets are determined based on the difference 
        between financial statement and tax basis of assets and liabilities 
        using enacted rates in effect for the year in which the differences 
        are expected to reverse. The effect on deferred tax assets and 
        liabilities of a change in tax rates is recognised in income in the 
        period that includes the enactment date.
 
        A valuation allowance is established to reduce the deferred tax 
        assets when management determines it is more likely than not that 
        the related tax benefits will not be realised.
 
(g)     Revenue recognition
 
        Revenues represent the retail value of food and beverages acquired 
        from participating restaurants by the Company's cardholders, less 
        the 20% or 25% discount offered to cardholders. Membership fees 
        collected are deferred and recognised as revenue in equal monthly 
        instalments over the periods benefited.
         
(h)     Unearned compensation
 
        The Company has recorded unearned compensation for shares of 
        restricted common stock issues in exchange for certain consultancy 
        and financial advisory services. The restricted shares and the 
        unearned compensation have been recorded at the fair value of the 
        shares at the date at which they were issued. Compensation expense 
        is recorded on a periodic basis as the restriction on such shares 
        expires.
 
(i)     Cardholder bonuses
 
        The Company operates a number of cardholder "Bonuses" programs 
        whereby the cardholder receives a bonus of food and beverage, 
        credited to their account. The bonus is utilised as the cardholder 
        uses The Restaurant Card and is processed as an additional saving 
        to the standard 20% or 25% saving offered by the Company. The bonus 
        is accrued by the Company when the bonus is granted to the 
        Cardholder.
 
(j)     Loss per common share
 
        Loss per common share is computed by dividing net loss by the 
        weighted average number of common stock outstanding. Common stock 
        equivalents have not been included because they are considered 
        anti-dilutive.

                                      F-11
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(k)     Foreign currencies
 
        The reporting currency of the Company is the United States dollar.
 
        For consolidation purposes, the assets and liabilities of overseas 
        subsidiary undertakings are translated at the closing exchange 
        rates. Consolidated statements of income of such undertakings are 
        consolidated at the average rates of exchange during the period. 
        Exchange differences arising on these translations are taken 
        directly to stockholders' equity.
 
        Transactions in foreign currencies are recorded using the rate of 
        exchange ruling at the date of the transaction. Monetary assets and 
        liabilities denominated in foreign currencies are translated using 
        the rate of exchange ruling at the balance sheet date and the gains 
        or losses on translation are included in the consolidated statement 
        of operations. In the year to September 30, 1997 the Company 
        recorded an exchange loss of $176,575 (1996 a loss of $221,038).
 
(l)     Temporary cash investments
 
        For purposes of the statements of cash flows, the Company considers 
        all investments with an original maturity of three months or less 
        to be a cash equivalent.
 
(m)     Advertising costs
 
        THE COMPANY EXPENSES ADVERTISING COSTS AS INCURRED.  Advertising 
        costs for the years ended September 30 1997 and 1996 were $nil and 
        $13,370 respectively. The Company has used direct response 
        advertising in the past and may use such advertising in the future. 
        However, the Company did not have costs related to direct response 
        advertising campaigns during the years ended September 30, 1997 and 
        1996 that should be capitalised.
 
(n)     Use of estimates
 
        In preparing the consolidated financial statements in conformity 
        with generally accepted accounting principles, management is 
        required to make estimates and assumptions that affect the reported 
        amounts of assets and liabilities and the disclosure of contingent 
        liabilities at the date of the consolidated financial statements 
        and revenues and expenses during the reported period. Actual 
        results could differ from these estimates.
 
(o)     Financial instruments
 
        Financial instruments held by the Company include cash and cash 
        equivalents, restaurant credits and amounts due from/to related 
        parties (see Note 4). The carrying value of these financial 
        instruments approximates the fair value because of the relatively 
        short-term maturity of the instruments.
         
        In addition, the Company holds a financial instrument in the form 
        of an option to acquire Nationwide Helpline Services Pty Limited 
        ("NHS"). Management does not believe it is practicable to estimate 
        the fair value of this financial instrument, because although the 6 
        month option had expired prior to year end (as described in Note 
        9), the Company continued negotiations, and eventually indirectly 
        acquired a 51% interest in NHS on December 2, 1997 together with 
        Transmedia Europe Inc. (See Note 16).
         
(p)     Recent U.S. accounting pronouncements not yet implemented
 
        In December 1996, the FASB issued SFAS No. 128 "Earnings Per 
        Share", which is effective 
        
                                      F-12
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


        for both interim and annual periods ending after December 15, 1997. 
        SFAS No. 128 requires that all prior period earnings per share data 
        be restated to conform to this statement. The Company will adopt 
        SFAS No. 128 for the year ended September 30, 1998. The adoption of 
        this standard is not expected to have a material effect on the 
        Company's earnings per share
 
        In June 1997, the FASB issued SFAS No. 130, "Reporting 
        Comprehensive Income", which established standards for reporting 
        and display of comprehensive income, its components and accumulated 
        balances. Comprehensive income is defined to include all changes in 
        equity except those resulting from investments by, or distributions 
        to, owners. Among other disclosures, SFAS No. 130 requires that all 
        items that are required to be recognized under current accounting 
        standards as components of comprehensive income be reported in a 
        financial statement that is displayed with the same prominence as 
        other financial statements.
 
        SFAS No. 130, effective for all fiscal years beginning after 
        December 15, 1997, requires comparative information for earlier 
        years to be restated and early adoption is permitted. The Company 
        intends to adopt SFAS No. 130 effective October 1, 1998. Results of 
        operations and financial position will be unaffected by 
        implementation of this standard.
 
2.      Going Concern
 
        The financial statements record a loss for the year ended September 
        30, 1997 of $3,030,445, which, when taken with the previous year's 
        results, record an accumulated deficit of $7,376,641 as at 
        September 30, 1997.
 
        The Company has been able to fund this deficit, and the cost of its 
        acquisition and restructuring of Countdown Holdings Limited, 
        principally by the sale of equity securities and a loan from a 
        director and stockholder of the Company during the year. Whilst the 
        Company is taking steps to reduce the level of operating losses, 
        the Company has required, and will continue to require, additional 
        funds from the sale of equities in order to fund these deficits. 
        The Company is also dependent on being able to raise additional 
        funds in order to complete the funding of the acquisition of 
        Nationwide Helpline Services Pty Limited (see Note 16) and other 
        acquisitions being contemplated. Management estimates that an 
        amount of $6,500,000 will be required in the short-term, being 
        prior to April 30, 1998. Of this amount, approximately $1,000,000 
        will be required to provide working capital to operations, while 
        the balance of $5,500,000 is required to complete the acquisition 
        program currently being pursued. In the event that management is 
        not successful, or only partially successful in raising this 
        additional finance, the acquisition program may have to be 
        curtailed with the possible loss of deposits or payments made on 
        account of approximately $1,850,000.
         
        Whilst management accepts and acknowledges that there is no 
        guarantee that the plans referred to directly above will be 
        entirely successful, based upon management's knowledge of the 
        capital markets and their contacts within those markets, management 
        remains reasonably confident that sufficient funds will become 
        available to enable the Company to operate for the foreseeable 
        future. Accordingly, the financial statements are prepared on a 
        going concern basis and do not include any adjustments which may be 
        necessary if such a basis was not appropriate.

                                      F-13
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.      Investment in affiliated company
 
        The Investment in Countdown Holdings Ltd. consists of the following 
        (see note 11 for discussion on the acquisition).
         
        The Company's interest in Countdown's operations is accounted for 
        using the equity method.
         
<TABLE>
<CAPTION>
                                                       SEPTEMBER 30,
                                                           1997
                                                       -------------
<S>                                                    <C>
 
Cost of investment...................................   $ 2,682,487
 
Add: cost of option..................................       171,680
                                                       -------------
 
                                                          2,854,347
 
Share of losses......................................      (202,905)
 
Amounts due from affiliate...........................        64,000
                                                       -------------
 
                                                        $ 2,715,442
                                                       -------------
                                                       -------------
</TABLE>
 
4.      Related Party Transactions
 
        On March 10, 1994, Edward J. Guinan III purchased 5,562,500 shares 
        of common stock in the Company. Edward J. Guinan III, the Chairman 
        of the Board, Chief Executive officer and Director of the Company, 
        is also the President, Secretary, Treasurer and a Director of 
        Conestoga. Mr Guinan owns approximately 73% of the outstanding 
        common stock of Conestoga.
 
        Conestoga assigned the Transmedia License to the Company on May 2, 
        1994 for the sum of $250,000, being equal to the amount of the 
        non-refundable advance payment previously made by Conestoga to 
        Network under the License Agreement.
 
        On May 2, 1994, Conestoga and the Company completed the 
        Conestoga/Company Offering of 375 units, with each unit consisting 
        of 1,067 shares of Conestoga common stock and 4,500 shares of the 
        Company's common stock, at a price of $1,200 per unit. Of the 
        $450,000 raised in the Offering, $449,831 was paid for shares of 
        Conestoga common stock and $168.75 was paid for shares of the 
        Company's Common Stock. The purchasers in the Conestoga/Company 
        Offering included Mr Paul Harrison and Mr Eugene A. Cernan, each of 
        whom purchased 41.67 units, or 133.33 shares of Conestoga common 
        stock and 187,500 shares of common stock of the Company for a 
        purchase price of $50,000. Mr Cernan is a Director of Conestoga, as 
        well as a Shareholder and former Director and former Officer of 
        Transmedia Europe, Inc. and Conestoga Partners, Inc., an entity 
        controlled by Mr Guinan whose sole asset consists of shares of 
        Transmedia Europe, Inc.

                                      F-14
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        The Company entered into a license agreement with Transmedia 
        Europe, Inc., holder of the European license, pursuant to which the 
        Company has the right to use certain computer software in 
        connection with the operation of the Company's business. Under the 
        license agreement, the Company has paid Transmedia Europe, Inc. an 
        initial license fee of $50,000, and is obliged to an annual 
        maintenance and support fee of 7,500 pound (UK), or $12,000 using 
        an approximation of the exchange rate at September 30, 1995 of 
        $1.60 to 1 pound (UK).
         
        During the year ended September 30, 1996, the company was charged a 
        corporate management fee of $156,313 by Transmedia Europe, Inc. in 
        respect of the Company's share of the head office expenses, 
        comprising salaries, rent and other associated office costs. In 
        addition, Transmedia Europe, Inc. has paid travel, accommodation 
        and other costs totalling $60,742, during the year ended September 
        30, 1995 ($2,467 during the period from inception to September 30, 
        1994), which have been charged to the Company.
         
        During the year ended September 30, 1996, the Company was charged a 
        corporate management fee of $240,267 from Transmedia Europe, Inc. 
        in respect of the Company's share of the head office expenses, 
        comprising salaries, rent and other associated office and 
        professional costs. In addition, Transmedia Europe, Inc. has paid 
        travel, accommodation and other costs totalling $122,526, during 
        the year ended September 30, 1996 ($60,742 during the year ended 
        September 30, 1995), which have been charged to the Company.
         
        During the year ended September 30, 1997, the Company was charged a 
        corporate management fee of $556,789 from Transmedia Europe, Inc. 
        in respect of the Group's share of the head office expenses, 
        comprising salaries, rent and other associated office and 
        professional costs. In addition, Transmedia Europe, Inc. has paid 
        travel, accommodation and other costs totalling $122,997, during 
        the year ended September 30, 1997 ($122,526 in the year to 
        September 30, 1996), which have been charged to the Company..
 
4.      Related Party Transactions (continued)

        The net amounts due from/(to) related parties consist of the 
        following:
 
<TABLE>
<CAPTION>
                                                            SEPTEMBER
                                            SEPTEMBER 30,      30,
                                                1997          1996
                                            -------------  -----------
<S>                                         <C>            <C>
 
Conestoga Partners, Inc...................   $    26,260    $  26,260
 
Transmedia Europe, Inc....................       190,124      (93,300)
 
P. Harrison...............................        42,149       22,597
 
J.V. Vittoria.............................    (1,061,479)
 
TMNI International Inc ("TMNI")...........      (284,233)
                                            -------------  -----------
 
                                             $(1,087,179)   $ (44,443)
                                            -------------  -----------
                                            -------------  -----------
</TABLE>

The above loans to related parties are unsecured, non-interest 
bearing, and repayable on demand. The loan received from J.V. 
Vittoria is secured on the Company's share of Countdown Holdings 
Limited, bears interest at a rate of 12% per annum, and is 
repayable on 60 days notice with an expiration date extended for an 
indefinite period of time.

The Company issued a joint promissory note together with TME in the 
principal amount of $500,000 for which the liability has been split 
between the two companies equally. The promissory 

                                      F-15
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

notes are payable on April 2, 1998, bear interest at the rate of 
10% per annum, and are to be convertible at the holder's option 
into Common Stock of the issuer at the rate of $1.20 per share.
 
Information regarding the activity with respect to the amounts due 
from/(to) related parties is as follows:

<TABLE>
<CAPTION>
                                                                   TRANSMEDIA
                                                       CONESTOGA     EUROPE,
                                        E. GUINAN III   PARTNERS      INC.      P HARRISON
                                        -------------  ----------  -----------  -----------
<S>                                     <C>            <C>         <C>          <C>
 
Balance at September 30, 1995.........   $    43,891      155,169      416,280       3,937
 
Additions.............................       159,978           --    1,193,520      18,450
 
Amounts collected.....................            --           --     (362,793)         --
 
Amounts collected.....................      (203,869)    (128,909)  (1,340,307)         --
 
Foreign currency movement.............            --           --           --         210
                                        -------------  ----------  -----------  -----------
 
Balance at September 30, 1996.........            --       26,260      -93,300      22,597

Additions.............................            --           --    1,240,000      19,552
                                                          
Amounts charged.......................            --           --    1,078,512          --
                                                          
Amounts collected.....................            --           --      (65,244)         --
                                                          
Foreign currency movement.............            --           --           --          --
                                        -------------  ----------  -----------  -----------
 
Balance at September 30, 1997.........   $        --   $   26,260  $   190,124   $  42,149
                                        -------------  ----------  -----------  -----------
                                        -------------  ----------  -----------  -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                J.V.
                                              VITTORIA       TMNI
                                             -----------  ----------
<S>                                          <C>          <C>
 
Balance at September 30, 1996..............  $        --  $      --
 
Loan received..............................   (1,000,000)        --
 
Promissory Note............................           --   (250,000)
 
Amounts collected..........................   (61,479)      (34,233)
                                             -----------  ---------- 
 
Balance at September 30, 1997..............  $ 1,061,479  $  284,233
                                             -----------  ---------- 
                                             -----------  ---------- 
</TABLE>

                                      F-16
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.      Intangible Assets
 
        Intangible assets consist of:
 
<TABLE>
<CAPTION>
                                     FORMATION   TRANSMEDIA       HAWAII
                                     EXPENSES     LICENCE         OPTION          TOTAL
                                   -----------  -----------  -----------------  ----------
<S>                                <C>          <C>          <C>                <C>         
Acquisition cost..............            770    1,840,790        150,000       1,991,560
Amortization as at                 
  September 30, 1996..........             --     (245,440)            --        (245,440)
Foreign currency..............             56          --              --              56
                                   -----------  -----------  -----------------  ----------  
Balance at September 30,           
  1996........................            826    1,595,350        150,000       1,746,176
Amortization charge for the        
  year........................            (26)    (122,720)            --        (122,746)
Foreign currency..............            (42)          --             --             (42)
                                   -----------  -----------  -----------------  ----------  
Write off during the               
  year........................                    (276,445)      (150,000)       (426,445)
                                   -----------  -----------  -----------------  ----------
Balance at September 30, 1997...     $     758  $1,196,185  $          --       1,196,943
                                   -----------  -----------  -----------------  ----------
</TABLE>
 
        The cost of the acquisition of the Transmedia License of $1,840,790 
        is based upon a cash payment of $1,000,000, 250,000 shares of 
        common stock issued to Conestoga as reimbursement for a cash down 
        payment of $250,000 made by Conestoga to Network, and the issue of 
        590,790 shares of common stock at a value of $1 per share which was 
        determined on the basis of the issue of stock at that time.
         
        During the year $276,445 has been written off the carrying value of 
        the license in recognition of a diminution in the future cash flows 
        to be derived from the Transmedia License.
         
        The Hawaii Option, an option to license the sole Transmedia 
        Franchise in the State of Hawaii, expired during the year, as the 
        Company decided not to open in that State and was thus written off 
        during the year.

                                      F-17
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6.     Property and Equipment
 
       Property and equipment consist of the following:
 
<TABLE>
<CAPTION>
                                                                    FURNITURE
                                                                       AND        OFFICE      COMPUTER
                                                                    FITTINGS     EQUIPMENT    EQUIPMENT     TOTAL
                                                                   -----------  -----------  -----------  ----------
<S>                                                                <C>          <C>          <C>          <C>
Cost
At September 30, 1995............................................   $  77,325    $  46,756    $  57,750   $  181,831
  Addittions.....................................................       5,115        1,480       23,266       29,861
  Foreign currency...............................................       4,125        2,494        2,769        9,387
                                                                   -----------  -----------  -----------  ----------
At September 30, 1996............................................      86,564       50,730       83,785      221,079
  Addittions.....................................................          --           --           --           --
  Disposals......................................................      (1,820)      (5,674)      (2,603)     (10,097)
  Foreign currency...............................................      (4,014)      (2,352)      (3,615       (9,980)
                                                                   -----------  -----------  -----------  ----------
At September 30, 1997............................................      80,730       42,703       77,568      201,001
                                                                   -----------  -----------  -----------  ----------
Accumulated depreciation
At September 30,1995.............................................      16,517        8,127       15,412       40,056
  Charge for the year............................................       9,337        6,277       19,925       35,539
  Foreign currency...............................................         880          433          708        2,021
                                                                   -----------  -----------  -----------  ----------
At September 30, 1996............................................      26,734       14,837       36,045       77,616
  Disposal.......................................................        (364)      (5,168)        (520)      (6,052)
  Charge for the year............................................       9,804        9,639       18,752       38,195
  Foreign currency...............................................      (1,257)        (705)      (1,535)      (3,498)
                                                                   -----------  -----------  -----------  ----------
At September 30, 1997............................................      34,917       18,602       52,741      106,260
                                                                   -----------  -----------  -----------  ----------
Net book value
At September 30, 1997............................................   $  45,813    $  24,101    $  24,826   $   94,741
                                                                   -----------  -----------  -----------  ----------
                                                                   -----------  -----------  -----------  ----------
At September 30, 1996............................................   $  59,830    $  35,893    $  47,740   $  143,463
                                                                   -----------  -----------  -----------  ----------
                                                                   -----------  -----------  -----------  ----------
</TABLE>
 
8.     Allowance for Irrecoverable Restaurant Credits
 
       Changes in the Company's allowance for irrecoverable restaurant 
       credits were as follows:
 
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED     YEAR ENDED
                                                                                         SEPTEMBER 30,  SEPTEMBER 30,
                                                                                             1997           1996
                                                                                         -------------  -------------
<S>                                                                                      <C>            <C>
Balance at the beginning of the period.................................................   $   119,762    $    40,418
Additions/(Adjustments)--charged to costs and expenses.................................        (5,152)        79,344
                                                                                         -------------  -------------
Balance at end of period...............................................................   $   114,610    $   119,762
                                                                                         -------------  -------------
                                                                                         -------------  -------------
</TABLE>
 
                                       F-18
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9.     Accrued Liabilities
 
       Accrued liabilities consist of the following:
 
<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,  SEPTEMBER 30,
                                                                                          1997           1996
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Payroll taxes and holiday pay.......................................................   $   109,300    $    83,987
Income taxes payable................................................................         6,300          6,300
Cardholder bonuses..................................................................            --         19,259
Tips and tax........................................................................         3,214          1,082
Food and beverage provision.........................................................            --         40,874
Professional fees...................................................................       149,200         54,800
Royalties payable...................................................................            --          9,926
Other...............................................................................        19,540         34,124
Withholding taxes...................................................................        43,354             --
                                                                                      -------------  -------------
                                                                                       $   330,908    $   250,352
                                                                                      -------------  -------------
                                                                                      -------------  -------------
</TABLE>
 
10.     Other Asset
 
        The other asset consists of the following:
 
<TABLE>
<CAPTION>
                                                                                       SEPTEMBER 30  SEPTEMBER 30
                                                                                              1997          1996
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
Interest in option to acquire:.......................................................   $  142,946    $
                                                                                       ------------  ------------
                                                                                       ------------  ------------
National Helpline Services Pty Limited

</TABLE>
 
        In October 1996 the Company made an investment of $134,741, 
        subsequently increasing to $142,946 for ongoing legal costs, to 
        acquire a renewable 6 month option to acquire 50% of the share 
        capital of National Helpline Services PTY Limited ("NHS"). Transmedia 
        Europe Inc., acquired an option on identical terms to the Company, 
        over the remaining 50% share capital of NHS. Although the 6 month 
        option had expired prior September 30, 1997, the Company continued 
        negotiations, and eventually indirectly acquired an interest in NHS 
        on December 2, 1997, together with Transmedia Europe Inc. (See Note 
        16).
 
                                       F-19
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.     Stock Options and Warrants

        Under the Company's 1994 stock option and rights plan (the 'Plan'), 
        the Company may grant stock options and stock appreciation rights to 
        persons who are now or who during the term of the Plan become key 
        employees (including those who are also directors) and to independent 
        sales agents. Stock options granted under the Plan may either be 
        incentive stock options or non-qualified stock options for US federal 
        income tax purposes. The Plan provides that the stock option 
        committee of the board of directors may grant stock options or stock 
        appreciation rights with respect of a maximum of 250,000 shares of 
        common stock at an exercise price not less than the fair market value 
        at the date of grant for qualified and non-qualified stock options.

        In addition, the Company issued options for 40,000 shares of Common 
        Stock in 1996 (of which 10,000 were cancelled in 1997) and 10,000 in 
        1997 under the Company's 1996 Stock Option Plan for Outside 
        Directors. The plan provides that the Stock Option Committee of the 
        board of Directors may grant stock options with respect to a maximum 
        of 300,000 shares of Common Stock. The options have a five year term.

        Mr Paul Harrison, President of the Company, has been granted options 
        to purchase 800,000 common shares at $1 per share. These options are 
        outside the Company's 1994 stock option and rights plan.

        In addition, in prior years the Company has also issued warrants to 
        purchase 497,619 shares of common stock at an exercise price ranging 
        from $1.40 to $1.50 per share. The warrants have a three to five year 
        term ending through July 2000.

        In April 1997, the Company granted an option to purchase up to 
        277,193 shares of Common Stock at a purchase price of $0.90 per share 
        to the owner of Countdown as part of the consideration given for the 
        50% purchase of Countdown (as described in Note 1). In addition, the 
        Company issued warrants to purchase 138,596 shares of Common Stock at 
        an exercise price of $1.13 per share, with an expiration of April 
        2002. The Company estimated the fair value of these options and 
        warrants using the Black Scholes valuation method with the same 
        assumptions as described previously with the exception of a risk free 
        interest rate of 6.7%.

                                       F-20
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


11.     Stock Options and Warrants (Continued)

        Stock option and warrant activity during the periods indicated is as 
        follows:
 
<TABLE>
<CAPTION>
                                                                                    WEIGHTED
                                                                       OPTIONS       AVERAGE     WARRANTS
                                                                      NUMBER OF     EXERCISE      NUMBER     EXERCISE
                                                                        SHARES        PRICE     OF SHARES      PRICE
                                                                     ------------  -----------  ----------  -----------
<S>                                                                  <C>           <C>          <C>         <C>
Balance at September 30, 1994......................................  $    800,000   $    1.00   $       --   $      --
  Granted..........................................................            --          --      200,000        1.50
  Exercised........................................................            --          --           --          --
                                                                     ------------  -----------  ----------       -----
Balance at September 30, 1995......................................       800,000        1.00      200,000        1.50
  Granted..........................................................        40,000        1.78      297,619        1.40
  Exercised........................................................            --          --      100,000        2.50
  Granted..........................................................            --          --           --          --
                                                                     ------------  -----------  ----------       -----
Balance at September 30, 1995......................................       840,000        1.04      597,619        1.62
  Granted..........................................................       277,193        0.90      138,596        1.13
  Granted..........................................................        10,000        1.00      185,417        2.00
  Exercised........................................................            --          --           --          --
  Cancelled........................................................       (10,000)      (1.78)          --          --
                                                                     ------------  -----------  ----------       -----
Balance at September 30, 1995......................................  $  1,117,193   $    1.00   $  921,632   $    1.62
                                                                     ------------  -----------  ----------       -----
                                                                     ------------  -----------  ----------       -----
</TABLE>

        The Company applies APB Opinion No.25 in accounting for its stock 
        options and warrants and, accordingly, no compensation cost has been 
        recognised for its stock options and warrants in the financial 
        statements. Had the Company determined compensation cost based upon 
        the fair value at the grant date for its stock options and warrants 
        under SFAS No.123, the Company's net losses would have been increased 
        to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                          1997           1996
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Net Loss - As reported..............................................................  $  (3,030,445) $  (2,006,258)
       - Pro forma..................................................................  $  (3,044,470)    (2,018,298)
Loss per share - As reported........................................................  $       (0.22) $       (0.16)
            - Pro forma.............................................................  $       (0.22) $       (0.16)
</TABLE>

        In arriving at such pro-forma amounts the Company estimates the fair 
        value of each stock option on the grant date by using the Black 
        Scholes Valuation Method with the following weighted average 
        assumptions used for grants in fiscal 1997, 1996, and 1995 
        respectively: no dividends paid for all years; expected volatility of 
        40%; a risk free interest rate of 5.2% and an expected life being the 
        remaining term of the option. The per share weighted fair value of 
        the stock options granted in 1997, 1996 and 1995 were $0.74, $0.33, 
        and $0.55 respectively.

        Pro forma net loss reflects only options granted in 1997 and 1996. 
        The full impact of calculating compensation cost for stock options 
        under SFAS No.123 is reflected in the pro forma net loss amounts.

                                       F-21
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
12.     Acquisition of Countdown
 
        On April 3, 1997, the Company purchased from Mr. C.E.C. Radbone 50% 
        of the outstanding capital stock of Countdown Holdings Limited. 
        Countdown Holdings Limited, through its wholly owned operating 
        subsidiary, Countdown plc, is an international provider of membership 
        discount services. The balance of the outstanding capital stock was 
        simultaneously purchased by Transmedia Europe Inc ("TME") on terms 
        similar to the Company's purchase.

        In payment of the purchase price, the Company issued 1,330,524 shares 
        of its Common Stock, $0.00001 par value per share ("Common Stock") 
        and paid pounds (UK) 500,000 (approximate US$ equivalent as of April 
        3, 1997 was $800,000) in cash. In addition, the Company granted Mr. 
        Radbone a five year option to purchase up to 277,193 shares of Common 
        Stock at a purchase price of $0.90 per share.

        The cash portion of the purchase price was funded by a $1,000,000 
        loan from a director and stockholder of the Company. The Loan matured 
        on September 27, 1997, bears interest at a rate of 12% per annum, and 
        has been renewed by agreement between Edward J. Guinan III, Chairman 
        of the Board, and the director. The expiration date has been extended 
        for an indefinite period of time and is repayable on notice of 60 
        days and the loan continues to bear interest at 12% per annum. The 
        loan is collateralised by a pledge of all the shares purchased by the 
        Company from Mr. Radbone. In connection with the loan, the Company 
        issued to the director and stockholder five-year warrants to purchase 
        up to 138,596 shares of Common Stock at $1.13 per share.

        In connection with the acquisition, the Company and TME each agreed 
        to pay $125,000 in cash to TMNI International Incorporated ("TMNI") 
        and each agreed to issue TMNI a joint promissory note in the 
        principal amount of $500,000. The liability has been split between 
        the two companies equally, and is payable on April 2, 1998 and 
        bearing interest at the rate of 10% per annum. The promissory notes 
        are to be convertible at the holder's option into an equal number of 
        shares of Common Stock of each issuer at the rate of $1.20 per share. 
        The Company agreed to pay such amounts in order to obtain the consent 
        to the Countdown acquisition, which consent was required by the terms 
        of the master license agreement from TMNI under which the Company 
        operates its discount restaurant card business. For a more detailed 
        discussion of the terms of this transaction, reference is made to the 
        Company's current report on form 8-K dated December 2, 1997, which is 
        incorporated by this reference herein.

13.     Leases

        The Company leases certain office space under lease agreements.

        Future minimum lease payments under non-cancellable operating leases 
        as of September 30, 1997, are as follows:

<TABLE>
<S>                                                                                  <C>
Year ending September 30 1998......................................................  $  48,100
                                                                                     ---------
                                                                                     ---------
</TABLE>

        The amount charged to the consolidated statement of operations for 
        rent expense in the year ended September 30,1997 was $42,465 (1996: 
        $44,641)

                                       F-22
<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. Income Taxes
 
    Income taxes reflected in the accompanying statements of operations 
differed from the amounts computed by applying the US federal tax rate of 34% 
to loss before taxes as a result of the following:
 
<TABLE>
<CAPTION>
                                   YEAR ENDED     YEAR ENDED     YEAR ENDED
                                  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                      1997           1996           1997
                                  -------------  -------------  -------------
<S>                               <C>            <C>            <C>         
Computed 'expected' tax benefit... $  (707,000)   $  (682,000)  $   (677,000)
State taxes.......................                $     8,000               --
Change in valuation allowance                                   
  for deferred tax assets.........     683,000        646,000          580,000
Effect of graduated tax rates.....          --                              --
Other.............................      24,000         28,000           97,000
                                  -------------  -------------  --------------
                                  -------------  -------------  --------------
Income tax expense                 $        --    $        --    $
                                  -------------  -------------  --------------
                                  -------------  -------------  --------------
</TABLE>

     The tax effects of temporary differences that give rise to  deferred tax 
assets are as follows:

<TABLE>
<CAPTION>

<S>                               <C>            <C>            <C>         

Deferred tax assets:
Net operating loss carry                                        
  forwards........................ $ 1,999,000    $ 1,306,000    $     648,000
Pre operating costs capitalised
  for tax purposes................      27,000         37,000           49,000
                                            --             --               --
Total.............................   2,026,000      1,343,000          697,000
Less valuation allowance..........  (2,026,000)    (1,343,000)       (697,000)
                                  -------------  -------------  --------------
Net deferred tax assets........... $         --   $         --   $          --
                                  -------------  -------------  --------------
                                  -------------  -------------  --------------
</TABLE>
 
    The US Federal net operating loss carry forward at September 30, 1997 of 
approximately $3.5 million will begin to expire in the year 2010. The foreign 
net operating loss carry forward of approximately $2.7 million may be carried 
forward indefinitely.

15. Commitments

    Each quarter the company must pay to Network in cash for any part of the 
licensed territories developed by the Company or any affiliate of the Company 
a royalty equal to 2% of gross sales. 'Gross sales' are the gross reduction 
during the quarter in Food and Beverage Credits. The Company will also pay 
Network 2% of the gross sales resulting from any other services that Network 
in the future may provide to cardholders or participating restaurants. 
Royalties charged to income for pursuant to this agreement amounted $93,893 
for the year ended September 30, 1997. ($42,596 in 1996).
 
    In order to maintain full rights under the Transmedia License (1) no person
or group of persons, without prior permission of Network, may acquire beneficial
ownership of 30% or more of the Company; (2) Edward J Guinan III is required to
maintain beneficial ownership 


                                     F-23

<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. Income Taxes (continued)

of no less than the lower of 20% of common stock, or 15% of the common stock 
(as long as the three other largest stockholders beneficially own no more 
than 15% in the aggregate); (3) the Company must commence operations (a) in 
Australia and/or New Zealand within 4 months after May 26, 1994 closing date 
under the Transmedia License (the 'Closing Date'); (b) in another country 
within 3 years after the closing date; and (c) in a second other country 
within the earlier of 2 years after the first country or five years from the 
closing date; (4) the Company must procure in Australia and/or New Zealand 
(a) 100 participating restaurants within the first 12 months or 250 
participating restaurants within the first 24 months of the full rights under 
the Transmedia License; (b) 2,000 cardholders within the first 12 months or 
5,000 cardholders within the first 24 months of the Transmedia License 
(including those receiving cards without the payment of the initial fee) and 
(c) participating restaurant renewals at the rate of 70% per year. As at 
September 30, 1997 the Company has complied, in all material respects, with 
all the covenants contained in the License Agreement.
 
    The Company also has other obligations under the Transmedia License 
respecting business practices, use of Network software programs, marketing, 
training, confidentiality and standard of performance, among others, the 
material breach of any of which may result in the termination of the full 
rights under the Transmedia License.
 
    The Company is committed to making further payments in relation to the 
acquisition of N.H.S. These consist of payments due on January 31, 1998 to 
certain principals as sign on fees amounting to Aus$750,000 ($47,000) and the 
second tranche for the business and assets of Aus$2,842,540 ($2,075,000). 
Payment of the second tranche may be extended by up to 90 days provided that 
interest will accrue during any such extension at 5% per annum. The balance 
of the payments due to certain principals as sign on fees amounting to 
Aus$750,000 ($547,000) is due on June 30, 1998 subject to an extension of 90 
days provided that interest will accrue during any such extension at 5% per 
annum. The option to acquire the 49% balance of NHS's business and assets for 
Aus$2,497,655 ($2,150,000) is exercisable at any time through June 30, 1998 
subject to an extension of 90 days provided that interest will accrue during 
any such extension at 5% per annum. Failure to exercise this option during 
its term will give the NHS principals the rights to repurchase the 51% 
interest for nil consideration.
 
    Effective January 16, 1998, the Company concluded an employment contract 
with the Chairman of the Board, Edward J. Guinan III, providing for a salary 
of pounds UK 100,000 ($165,000) per annum, for a period of three years, 
together with options.
 
16. Business and Credit Concentrations
 
    Most of the Group's customers are located in Australia or New Zealand. No 
single customer accounted for more than 10% of the Company's service revenues 
in the three year period ended September 30, 1997 No single restaurant's 
credit was greater than 10% of the company's total restaurant credit balance 
at September 30, 1997, and no single merchant under the Countdown discount 
purchase program accounted for greater than 10% of the Countdown volume of 
business.

17. Subsequent Events

    The Company has made a significant capital commitment for the completion of
the purchase of 51% on an indirect basis, of Nationwide Helpline Services Pty
Limited ("NHS") in 


                                     F-24

<PAGE>

TRANSMEDIA ASIA PACIFIC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

17. Subsequent Events (continued)

Australia. This commitment consists of a total commitment of Aus. $10,000,000 
($6,578,950), of which Aus. $4,000,000 ($2,631,578) represents sign-on fees 
payable to certain individuals of NHS, and the balance of which represents 
amounts payable to NHS in two tranches. The first tranche was paid on 
December 2, 1997 in cash and shares of Common Stock of the Company and its 
affiliate, Transmedia Europe, Inc., while the second tranche is payable in 
cash only. The Company also, jointly with its affiliate Transmedia Europe 
Inc., acquired an option to purchase the 49% balance of NHS's business and 
assets for an additional Aus. $2,497,655. ($1,643,194)
 
    In October 1997, the Company signed a Letter of Intent to purchase 50% of 
the shares of Common Stock of a privately held corporation in a complementary 
field of business. $50,000 in cash and 200,000 shares of Common Stock in the 
Company, held by Edward J. Guinan III, the Chairman of the Board of Directors 
were lodged as a deposit. The deposit is non refundable and may be forfeited 
in the event the transaction does not take place prior to March 31, 1998. The 
letter of Intent subject to satisfactory due diligence, contemplates a March 
31, 1998 closing and a purchase price of $3,750,000 in cash, plus $500,000 in 
unrestricted shares of Common Stock of the Company, the value of the shares 
of Common Stock being that as of the day of closing of the purchase. This 
letter of Intent contemplates that Transmedia Asia Pacific will purchase the 
balance of the Company's common stock on similar terms.
 
    On January 16 1998, Mr. C.E.C. Radbone, a director of the Company, 
resigned from the Board of Directors. Contemporaneously, his employment 
agreement, according to the terms of which he had been serving as Managing 
Director of Countdown plc, a subsidiary of the Company, was cancelled. Mr. 
Radbone held 1,200,000 shares of Common Stock of the Company and agreed to 
grant Edward J. Guinan III, the Chairman of the Board of Directors, an option 
to purchase these shares at a value of $1 per share. The consideration for 
this option is $500,000.


                                     F-25

<PAGE>

Item 9--Changes and Disagreements with Accountants
on Accounting and Financial Disclosures
 
    Not Applicable
 
Item 10--Directors and Executive Officers of the Registrant
 
    Information called for by Item 10 will be set forth under the heading 
    "Election of Directors" in the Company's definitive Proxy Statement for
    its annual meeting of shareholders (the "Proxy Statement"), to be filed
    on or before January 28, 1998, and is incorporated herein by this reference.
 
Item 11--Executive Compensation
 
    Information called for by Item 11 will be set forth under the heading
    "Executive Compensation" in the Proxy Statement, and is incorporated 
    herein by this reference.
 
Item 12--Security Ownership of Certain Beneficial Owners and Management
 
    Information called for by Item 12 will be set forth under the heading
    "Security Ownership of Certain Beneficial Owners and Management" in the
    Proxy Statement, and is incorporated herein by this reference.
 
Item 13--Certain Relationships and Related Transactions
 
    Information called for by Item 13 will be set forth under the heading
    "Certain Relationships and Related Transactions" in the Proxy Statement,
    to be filed on or before January 28, 1998, which is incorporated herein by
    this reference.


                                     F-26

<PAGE>

                                    PART IV
 
Item 14--Exhibits, Financial Statement Schedules and Reports on Form 8-K
 
    The following documents are being filed as part of this Report. 

    (a)(1)  Financial Statements: 

            Transmedia Asia Pacific, Inc. 
            See "Index to Financial Statement" contained in Part II, Item 8

    (a)(2)  Financial Statement Schedule: 

            All schedules are omitted because they are not applicable or the
            required information is shown in the Financial Statements or the 
            Notes thereto. 

    (a)(3)  Exhibits: 

            10.1 (m) Master License Agreement amendment, dated December 6, 1996,
            by and between Network, the Company and Transmedia Europe, Inc.
 
    (b)     Appointment of BDO Stoy Hayward independent auditors
 
    (c)     Exhibits:
 
            See paragraph (a) (3) above for items filed as exhibits to this Form
            10-K as required by item 601 of Regulation S-K.
 
    (d)     Financial Statement Schedules:
 
            See paragraphs (a) (1) and (a) (2) above for financial statement 
            schedules and supplemental financial statements filed as part of 
            this Form 10-K.


                                     F-27

<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 Report to be signed 
on its behalf by the undersigned, thereunto duly authorized
 
                                TRANSMEDIA ASIA PACIFIC, INC.
                                (Registrant)

Date:    January 22, 1998    /S/ Edward J. Guinan III 
                             ----------------------------------------------
                             Name:  Edward J. Guinan III 
                             Title: Chairman, Chief Executive Officer and 
                                    Director     

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, this Report has been signed below by the following 
persons on behalf of the Registrant and in the capacities and on the date 
indicated.

Date:    January 22, 1998    /S/ Edward J. Guinan III 
                             ----------------------------------------------
                             Name:  Edward J. Guinan III 
                             Title: Chairman, Chief Executive Officer 
                                    and Director     

Date:    January 22, 1998    /S/ Paul L. Harrison
                             ----------------------------------------------
                             Name:  Paul L. Harrison
                             Title: Secretary and Director
 
Date:    January 22, 1998    /S/ Carl Freyer
                             ----------------------------------------------
                             Name:  Carl Freyer
                             Title: Director

Date:    January 22, 1998    /S/ Joseph Vittoria
                             ----------------------------------------------
                             Name:  Joseph Vittoria
                             Title: Director

                             ----------------------------------------------

Item 10--Directors and Executive Officers of the Registrant
 
    Information called for by Item 10 will be set forth under the heading
"Election of Directors" in the Company's 1998 definitive Proxy Statement, to be
completed prior to January 28, 1998, which is 


                                     F-28

<PAGE>

    incorporated herein by this reference.
 
Item 11--Executive Compensation
 
    Information called for by Item 11 will be set forth under the heading
    "Executive Compensation" in the Company's 1998 definitive Proxy Statement,
    to be completed prior to January 28, 1998, which is incorporated herein by
    this reference.
 
Item 12--Security Ownership of Certain Beneficial Owners and Management
 
    Information called for by Item 12 will be set forth under the heading
    "Security Ownership of Certain Beneficial Owners and Management" in the
    Company's 1998 definitive Proxy Statement, to be completed prior to 
    January 28, 1998, which is incorporated herein by this reference.
 
Item 13--Certain Relationships and Related Transactions
 
    Information called for by Item 13 will be set forth under the heading
    "Certain Relationships and Related Transactions" in the Company's 1998
    definitive Proxy Statement, to be completed prior to January 28, 1998, 
    which is incorporated herein by this reference.
 
                                    PART IV
 
Item 14--Exhibits, Financial Statement Schedules and Reports on Form 8-K
 
                                     F-29