FORM 10-K/A
                                 AMENDMENT NO. 4

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

        |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 NO. 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)

  Registrant's telephone number, including area code: U.K. 011-44-171-930-0706

          Securities registered pursuant to Section 12 (b) of the Act:

                                      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 (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes |_| 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. [ ]

The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 2, 1998 was $10,258,482 based upon the closing sale price
of a share of Common Stock on The National Association of Securities Dealers
Automated Quotation ("NASDAQ") Small Cap Market System.

Number of shares outstanding of the Registrant's Common Stock, as of February
27, 1998 was 16,596,095.

Documents Incorporated by Reference: None.

The purpose of this Amendment is to amend the 10-K for the fiscal year ended
September 30, 1997 in its entirety.
<PAGE>

                                     PART I

      Unless otherwise indicated, the information set forth in "Item 1
      Business," "Item 2 - Properties," "Item 3 - Legal Proceedings," "Item 5
      Market for Registrant's Common Equity," "Item 10 - Directors and Executive
      Officers of the Registrant," "Item 11 - Executive Compensation," "Item 12
      - Security Ownership of Certain Beneficial Owners and Management" and
      "Item 13 - Certain Relationships and Related Transactions" is as of March
      13, 1998. Updated information with respect to these items can be found in
      the Company's 10-K for the fiscal year ended September 30, 1998 which is
      being filed with the Securities and Exchange Commission simultaneously
      with the filing of this Amendment No. 4.

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 substantially 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.

      In April 1997 and December 1997, the Company acquired interests in
      Countdown Holdings Limited (`Countdown') and Nationwide Helpline Services
      Pty Limited (`NHS'), respectively. See "-Countdown", "- Nationwide
      Helpline Services", "- Countdown Acquisition" and "- NHS Acquisition".

      Corporate Development

      For some time, the management of both the Company and Transmedia Europe
      Inc., ("TME") a company which shares common directors, officers and
      stockholders with the Company, have 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 reduce central overhead and to increase
      operating efficiency; and to formalize the existing commonality of
      management. The proposed merger is subject to the approval of the
      respective Boards, issuance of fairness opinions by independent investment
      advisers and the 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."


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<PAGE>

      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 identified other businesses which, upon
      acquisition, would significantly increase the Company'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 and NHS.

      Countdown

      In April 1997, the Company acquired a 50% interest in Countdown, an
      international provider of membership discount services. The remaining 50%
      interest in Countdown was simultaneously purchased by TME. 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 was established in 1970. Its primary business
      operations are located in the United Kingdom. Additionally, Countdown has
      appointed licensees who operate in 14 countries around the world. The
      Countdown business is primarily a membership based business which arranges
      discounts with major suppliers of goods and services for its members.
      Countdown has approximately 6.5 million members and over 100,000
      participating merchants in 47 countries.

      Countdown markets membership on a retail and wholesale basis. Retail
      marketing involves selling membership to individuals. Memberships sold on
      this basis represent a small portion of total membership. Members pay an
      annual membership fee, currently $49, which entitles them to a Countdown
      card valid for one year. Members present their Countdown card at the point
      of sale when making purchases from participating merchants. Presentation
      of the Countdown card entitles the cardholder to a discount, at the time
      of purchase, of between 5 and 50% off the merchant's normal selling price.
      When members receive their Countdown card they also receive a directory of
      participating merchants. Directories are prepared on a geographical basis
      thereby enabling Countdown to supply a directory of participating
      merchants to cardholders specific to the geographical area in which the
      cardholder lives.

      Wholesale membership marketing involves the sale of membership packages to
      corporations, professional organizations, trade unions, etc. In the case
      of wholesale marketing the group or organization purchases membership for
      its own members or employees. Such members or employees receive a
      Countdown card and a directory for use as in the case of individual
      membership described above. The annual fee charged on a wholesale basis is
      typically 5% or less of the individual annual membership fee.

      Countdown has over a number of years attracted participating merchants
      numbering over 100,000 worldwide. Participating merchants have been
      recruited from over 45 different retail categories including clothing,
      household goods and leisure goods and services. Countdown does not pay any
      fee or royalty to participating merchants nor do such merchants pay any
      fee or royalty to Countdown. Countdown benefits from merchant
      participation by being able to offer a wider range of discount
      opportunities to its members. The merchant benefits from listing in the
      directory which encourages cardholders to shop at the participating
      merchant. Additionally, in each geographical location the 


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<PAGE>

      Company contracts with only one merchant per product or service category
      and therefore participating merchants do not compete for Countdown
      cardholders in the same geographic area.

      Countdown also operates a voucher system with participating merchants and
      others. This segment of the business involves Countdown purchasing
      vouchers from major retailers which can be used to pay for goods and
      services purchased at such major retailers outlets. Countdown sells such
      vouchers to its members. Countdown members can use the vouchers at face
      value to make purchases from the issuing retailer. These vouchers are
      typically sold by Countdown to its members at a discount to face value of
      approximately 5-10%.

      On December 23, 1997. Countdown entered an agreement with AirTours
      Holidays Limited ("AirTours"). AirTours is a tour operator operating
      within the United Kingdom providing vacation destinations throughout the
      world. Pursuant to the agreement, Countdown agreed to provide certain
      benefit packages to AirTours customers at the place of vacation. The
      benefit packages included a Countdown card covering certain restaurants
      and stores in the vacation area. The agreement is for an initial term of
      three years.

      Nationwide Helpline Services

      On December 2, 1997, Transmedia Australia Holdings Pty Limited
      (`Transmedia Australia'), a newly formed company owned equally by the
      Company and TME, purchased 51% of the shares of a company which acquired
      all of the 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. The operations of NHS will be effectively controlled by the
      Company and, as such, are anticipated to be consolidated within the
      Company's financial statements in future periods. Transmedia Australia
      also acquired an option to purchase the balance of 49% of the entity which
      acquired the assets of NHS. If this option is not exercised, it could
      result in the loss of the whole investment to date. See "NHS Acquisition".

      NHS is a provider of telephone helpline and member 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 five million members.

      NHS's services are sold primarily on a wholesale basis to a wide range of
      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 its interest in 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.


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<PAGE>

      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 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
      September 30, 1997, the Company had approximately 274 Company
      Participating Restaurants and approximately 36,800 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.

      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 authorized 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 realize 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.

      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 


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<PAGE>

      Republics. TME commenced operations in the United Kingdom in January 1994
      and has obtained approximately 52,000 cardholders since its launch.

      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.).

      Countdown Acquisition

      On April 3, 1997, the Company purchased from Mr.. C.E.C. Radbone 50% of
      the outstanding capital 


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<PAGE>

      stock of Countdown Holdings Limited, a privately owned United Kingdom
      company based in London, England. Countdown, through its wholly-owned
      subsidiary, Countdown plc, is an international provider of membership
      discount services, offering member benefits and discounted purchases of
      merchandise and services, to approximately 6,500,000 cardholders
      distributed worldwide, with over 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"), options to purchase 277,193 shares of Common Stock at
      $0.90 per share, 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 the Company 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
      consideration for the loan, the Company granted 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
      resigned from the Board of Directors. Contemporaneously, his employment
      agreement, pursuant to which he had been serving as Managing Director, was
      terminated. Mr. Radbone holds 1,330,524 shares of Common Stock of the
      Company and options to purchase 277,193 shares of Common Stock of the
      Company at $0.90 per share, and agreed to grant Edward J. Guinan III, the
      Chairman of the Board of Directors, an option to purchase these shares and
      options at a purchase price of $1 per share. Under this agreement, Mr.
      Guinan pledged $250,000 in value of shares of the Common Stock owned by
      him (together with $250,000 in value of Transmedia Europe, Inc. Common
      Stock owned by him), which will be transferred to Mr. Radbone if the
      option is not exercised and paid by January 15, 1999.

      In connection with the Acquisition, the Company and TME each agreed to pay
      $125,000 in cash to TMNI and the Company and TME jointly issued to TMNI a
      promissory note in the principal amount of $500,000, payable on April 2,
      1998 and bearing interest at the rate of 10% per annum. The promissory
      note is convertible at the holder's option into $250,000 in value 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
      Acquisition, which consent was required by the terms of the License.


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<PAGE>

      NHS Acquisition

      On December 2, 1997, Transmedia Australia, purchased 51% of the shares of
      common stock of a company which acquired all of the assets of NHS. The
      total purchase price for the transaction (including a deposit of Aus.
      $345,000 = $252,000) is approximately Aus. $12,500,000 ($9,125,000), Aus.
      $4,000,000 ($2,940,000) 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, 250,000 shares of the common stock of the Company and
      250,000 shares of the common stock of TME. The second tranche (Aus.
      $2,842,540 ($2,073,000)) was 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 were payable 50% 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). The Company has given notice that
      payment of the second tranche due January 31, 1998 is being extended by
      the permitted 90 days and, at the request of the principals, the payment
      of the portion of the sign on fees due on January 31, 1998 has been
      delayed pending their instructions. Transmedia Australia also acquired an
      option to purchase the 49% balance of the shares of common stock of NHS
      Australia Pty Limited for an additional Aus. $2,497,655 ($1,823,000) (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 would give the NHS
      principals the rights to repurchase Transmedia Australia's 51% interest
      for no consideration. NHS is a provider of benefit packages for
      organizations with large customer bases such as banks and insurance
      companies.

      Intellectual Property

      The Company operates its restaurant card business pursuant to the License
      acquired through the License Agreement with TMNI. Although the License
      Agreement grants the Company the right to use certain proprietary software
      and systems, the Company found it necessary to develop its own systems and
      practices for local taxation and other considerations. Accordingly, the
      Company does not rely on the License Agreement for the conduct its day to
      day operations. However, TRANSMEDIA(R) is a registered trademark and
      therefore the Company relies on the rights it acquired under the License
      Agreement to use such trademark and such other trademarks and service
      marks as Network may apply for in the Licensed Territories. The Company is
      also dependent on Network for protection of TRANSMEDIA(R) 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.

      Countdown(R) is a registered trademark of the Company's affiliate,
      Countdown Holdings Limited. Countdown has been established for over 28
      years and management believes that the business of Countdown is, to some
      extent, dependent on the consumer goodwill and recognition attaching to
      the Countdown name. 

      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


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      The "membership based" benefits business is highly competitive. The
      Company competes with a number of other operators, both internationally
      and in Australia. The Company's competitors range from small private
      companies to major corporations who collectively offer a full range of
      "membership based" benefit programs. Such benefit programs include
      discount shopping, hotel accommodation, travel, dining, and leisure
      activities. Additionally, the Company competes with other telephone
      helpline service operators and an array of reward programs such as "air
      miles".

      In its Restaurant Card business the Company competes against other
      restaurant discount programs. Competitors include programs offered by
      major credit card companies such as American Express, Visa, Mastercard and
      Diners Club. Additionally, other companies offer different kinds of
      discount programs. For example, Hilton International, an international
      hotel owner and hotel management company, provides two-for-one dining
      offers in its restaurants. The Company is not aware of any restaurant
      discount charge card business similar to that of the Company in the
      Licensed Territories at this time. The absence of a similar restaurant
      discount charge card is the principal method used to compete for business.
      However, there can be no assurance given that no new entrants will enter
      the market in the future.

      NHS competes with other helpline service providers and membership based
      benefit providers. NHS also competes with its product and service
      providers who promote their businesses independently of their arrangements
      with NHS. The principal methods used by NHS to compete effectively are
      price, quality of service and range of products and services offered.

      The Company's travel business competes with travel agents and other
      operators in the hotel and travel industries, including retail travel
      agents, airlines and hotel groups. The Teletravel business competes on
      price and convenience as compared to retail travel agents where the
      consumer must visit the travel agents premises.

      The Company's affiliate, Countdown, competes directly with a full range of
      discount shopping programs offered by a number of other operators. The
      Company believes that the Countdown program, with over 100,000
      participating merchants in 47 countries, is broader based than the
      programs offered by its competitors. Management believes that the size of
      its merchant base, as well as the international spread of such merchants,
      gives Countdown an advantage over its competitors. Such merchant based and
      program pricing are the principle methods used by Countdown to retain
      existing business and secure new business opportunities over its
      competitors.

      The Company is not aware of any dominant operators in its business
      segments and geographical markets. However, many of the Company's
      competitors have substantially greater financial, personnel,
      technological, marketing, administrative and other resources than the
      Company.

      Government Regulation

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

      The Company believes that it possesses all governmental permits or
      licenses necessary to operate its other businesses.


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<PAGE>

      Important Factors Regarding Forward Looking Statements and Other Risks

      Certain statements in this Annual Report on Form 10-K/A 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 Annual 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 "anticipate", "plan," "intend," 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. Except
      as required by law, 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.

      Limited Operating History, Accumulated Deficit, No Assurance of
      Profitability

      The Company's operations are subject to all the risks inherent in growing
      business enterprises, including limited capital, delays, uncertain markets
      and competition. The Company began conducting business operations will
      respect to the restaurant charge card business in the Fall of 1994 in
      Sydney, Australia. The operations of the Company have produced losses for
      the 1995, 1996 and 1997 fiscal years 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.

      Explanatory Paragraph in Auditor's Report

      The Company's independent auditors have included an explanatory paragraph
      in their report as of, and for the year ended September 30, 1997, stating
      that the Company's ability to continue as a going concern is dependent on
      its ability to continue selling equity securities and effecting the
      exercise of warrants. See "Consolidated Financial Statements."

      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 


                                       9
<PAGE>

      any location in the Licensed Territories will result in the loss of the
      License with respect to such location. The Company has received an
      extension of time for establishing new operations whereby the Company is
      required to establish another operation in a country other than Australia
      and New Zealand by September 1998 and in another by September, 2000.

      Need for Additional Financing

      The Company requires substantial additional funds to fund its business
      plans, including completion of the acquisition of NHS, and other possible
      acquisitions, and to satisfy existing creditors and to provide working
      capital. Management estimates that an amount of $8,250,000 will be
      required in the short term to complete the contemplated acquisitions of
      which $3,500,000 is required to complete the funding of NHS, and
      $4,750,000 to fund other planned acquisitions. A further amount of
      $1,000,000 is estimated to be required as working capital to fund the
      Company's deficit in the period to April 30, 1998.

      The Company has no available lines of credit at the present time. In the
      event that management is not successful or only partially successful in
      raising the necessary funds it will have to curtail its acquisition
      program, with the possible loss of deposits or payments on account of
      approximately $1,375,000.

      No assurance can be given that the Company will be successful in obtaining
      additional financing. Failure to obtain the necessary financing within the
      necessary time frame will have a significant adverse effect on the Company
      and its results of operations. Moreover, any additional financing,
      including any financing obtained through the issuance of equity, could
      result in substantial dilution to shareholders.

      Management of Growth

      Execution and implementation of the Company's plan of operation will
      require significant growth. The Company's current plans for growth will
      place a significant strain on the Company's financial, managerial and
      other resources. The Company's ability to manage its growth effectively
      will require it to continue to improve its operational, financial and
      management information systems and to attract, motivate and train key
      employees. If the Company's executives are unable to manage growth
      effectively, the Company's business, operating and financial condition
      would be materially and adversely affected.

      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 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 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 


                                       10
<PAGE>

      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 shareholders to sell the Common
      Stock 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.

      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.
      Although 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.


                                       11
<PAGE>

      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.

      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(R), Mastercard(R) or Delta(R) 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 parts 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.

      Foreign Operations

      The Company's restaurant card business, as well as the businesses of
      Countdown and NHS, are conducted outside of the United States. 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 restaurant card 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 does not currently 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 unfavorable 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.


                                       12
<PAGE>

      Dependence on Management

      The success of the Company will be dependent in part on the abilities and
      efforts of Mr. Guinan, Chairman of the Board of Directors of the Company
      and Mr. Harrison, a director of the Company. Any incapacity or inability
      of Mr. Guinan and Mr. Harrison 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 lives of Mr.
      Guinan or Mr. Harrison. 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.

      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 parts 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".


                                       13
<PAGE>

      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% or more of the corporation's voting stock.

Item 2 - Properties

      The Company leases office space of approximately 4,400 square feet in
      Sydney, Australia. The lease expires in September, 1999, at a net rental
      of approximately Aus. $65,000 ($47,000) per annum.

      NHS leases office space of approximately 3,500 square feet at an annual
      rental of approximately Aus.$130,000 ($94,000) per annum. The lease which
      expires in June 1998 is renewable for a further four years by mutual
      consent according to normal terms and provisions applicable in the area.

      The Company shares office space at 11 St James's Square, London, England
      which is leased to its affiliate TME. In the year ended September 30, 1997
      the Company reimbursed TME in the amount of $38,039 for its share of the
      rental cost.

Item 3 - Legal Proceedings

      There are currently no material 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 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 Common Stock.

            Quarter ended               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 of Common Stock as of January 30,
            1998 were $1.375 and $1.4375, respectively.

      (b)   Holders of Common Stock: The number of stockholders on record of the
            Common Stock on February 13, 1998 was 228. 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 sold in a private placement (the "Private Placement") an
            aggregate of 1,347,095 shares of Common Stock at a purchase price of
            $1 per share. For every three shares purchased, each purchaser
            received, 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. 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 and for the period from inception to
      September 30, 1994. 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.

      In December 1997 the Company acquired an interest in NHS, whose results
      are not reflected herein but whose results will be consolidated in fiscal
      1998 using the purchase method of accounting.

Income Statement Data

<TABLE>
<CAPTION>
                            Year Ended          Year Ended          Year Ended    Period March 10, 1994
                           September 30,         September           September       (inception) to
                               1997              30, 1996            30, 1995       September 30,1994
                               ----              --------            --------       -----------------
<S>                        <C>                 <C>                 <C>                 <C>        
Revenues                   $ 1,924,908         $ 1,659,515         $ 1,075,517         $        --

Membership fees                204,504             230,961              27,564                  --

Gross Profit                   871,593             791,810             400,358                  --

Loss from operation         (2,851,737)         (2,027,263)         (2,075,747)           (377,498)

Share of losses of            (209,715)                 --                  --                  --
associated company

Net loss                   $(3,030,455)        $(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         $    61,129

Intangible assets            1,196,943           1,746,176           1,868,855           1,841,560

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                          274                 430                 330                  25
Participating
Restaurants

Number of Company               36,800              18,000               9,000                  --
Cardholders
</TABLE>


                                       16
<PAGE>

Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

      General

      This Annual Report on Form 10-K/A and the documents incorporated herein by
      reference contain "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 Annual 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 "anticipate,"
      "plan," "intend," "believe," "estimate" 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. Except as required by law, the
      Company undertakes no obligation to update any forward-looking statement,
      whether as a result of new information, future events or otherwise.

      This discussion and analysis of financial condition and results of
      operations should be read in conjunction with the Consolidated Financial
      Statements and the notes thereof, the related disclosures and the selected
      financial data, and is qualified in its entirety by reference thereto.

      The nature of the Company's restaurant card business is such that there is
      a lead time before profitable operations can be achieved. The success of
      the Company is dependent upon increasing the number of Company Cardholders
      and Company Participating Restaurants, as well as obtaining increased
      usage of The Restaurant Card by Company Cardholders. The Company's
      marketing partners have been predominantly large size organizations, with
      lengthy internal procedures. Consequently preparing campaigns for launch
      and the resulting anticipated growth in the number of Company Cardholders
      has been considerably slower than was initially anticipated. This is
      demonstrated in the financial results for the years ended September 30,
      1997, 1996 and 1995.

      The Company's ability to grow has been restricted by the single product
      offered by the Transmedia dining program. During fiscal 1997 the Company
      and its affiliate TME jointly obtained the permission of TMNI to expand
      its business base by jointly paying $250,000 in cash and issuing a joint
      promissory note for $500,000 to TMNI. In April 1997 the Company and TME
      each purchased 50% of Countdown, an international provider of membership
      based discount programs and in December 1997 acquired an interest in NHS,
      a provider of telephone helpline and other member benefits in Australia.
      These acquisitions provide the Company with core business activities which
      are complementary to the Company's existing business and upon which the
      Company can build a more diversified benefits program. Subject to
      obtaining significant additional capital, further acquisitions are planned
      in fiscal 1998 which should add to the Company's cardholder/ membership
      base and expand the product range offered.

      The Company's anticipates that its short term capital needs will continue
      to be met from the proceeds of equity financings. There can be no
      assurance that the Company will continue to be successful in completing
      any such financings or that the terms of any such financing will be
      favorable to the Company. As evidenced by the Company's recent
      acquisitions of Countdown and NHS, the Company's strategy to achieve
      profitability is to focus more on the member benefit business rather 


                                       17
<PAGE>

      than the restaurant discount card business. There can be no assurance that
      the Company's strategy will be successful or as to when, if at all, the
      Company will achieve profitability.

      The results of Countdown are reflected in these statements from April 3,
      1997 (the date of acquisition) using the equity method of accounting. The
      results of NHS are not reflected herein but will be consolidated in fiscal
      1998 from December 2, 1997 (the date of acquisition), using the purchase
      method of accounting and will as a result affect the comparability of
      prior periods.

      In February 1997 the Company entered into an Agreement and Plan of
      Reorganization to merge the Company and its affiliate Transmedia Europe,
      Inc. under the name "Membertek International, Inc." The acquisition of NHS
      caused the Company to postpone the merger, however management is committed
      to merging the companies in fiscal 1998.

      Results of Operations

      The Company began generating revenues from operations in November 1994 as
      management began recruiting Company Cardholders. Revenues increased
      significantly on a monthly basis from November 1994 to May 1995 as the
      Company increased its base of Company Cardholders as a result of the
      Sydney Morning Herald promotion and also increased the number of Company
      Participating Restaurants. 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.

      Year Ended September 30, 1997

      The Company generated revenues of $1,924,908 (1996: $1,659,515 and 1995:
      $1,075,517) for the year ended September 30, 1997, an increase of 16% over
      the previous year. The Company increased the number of Company Cardholders
      from 18,000 at September 30, 1996 to 36,800 at September 30, 1997. The
      increase was largely the result of a promotion launched in September 1996
      with Westpac Banking Corp. and a new marketing initiative in December 1996
      with an Australian company, FAI Insurance. The arrangement with FAI
      Insurance provides for the Company to issue Restaurant Cards free of
      charge to FAI Insurance customers. Such customers would not receive an
      immediate cash benefit in respect of their 25% discount on food and
      beverage purchased at Participating Restaurants. Instead their discount is
      accumulated in a trust account which can be used in part payment of their
      subsequent years insurance premiums payable to FAI Insurance. The
      agreement with FAI Insurance gives the Company the right to cancel
      Restaurant Cards issued to FAI Insurance customers in the event that they
      do not maintain minimum spend levels using their Restaurant Card. The only
      obligation of the Company is to issue Restaurant Cards free of charge to
      FAI Insurance customers subject to their achieving the minimum spend
      levels referred to above.

      Membership fees of $204,454 (1996: $230,961 and 1995: $27,564) for the
      year ended September 30, 1997 show a reduction of 11% over the previous
      year. The decrease is a result of an accounting adjustment to the deferred
      membership fees in the first quarter and the effect of the free membership
      card. The "accounting adjustment" in the first quarter reduced revenues by
      $15,584. The adjustment was necessary to correct an accounting error in
      the calculation of deferred membership fees as of December 31, 1996. It is
      the Company's policy to account for membership fee revenue over the period
      of membership, usually one year. An error in the calculation of deferred
      membership fee income was discovered subsequent to finalization of the
      unaudited financial statements for the quarter ended December 31, 1996.
      The error was corrected in the quarter ended March 31, 1997. Previous
      periods were not adjusted because the amount involved was not considered
      material.


                                       18
<PAGE>

      Cost of sales amounted to $1,257,769 (1996: $1,098,666 and 1995: $702,723)
      for the year ended September 30, 1997, an increase of 15% over the
      previous year. The variance to the 16% increase in revenues is primarily
      attributable to the 20% discount associated with the free membership card.
      Cost of sales are approximately 50% of the gross food and beverage value
      consumed by Company Cardholders and represents the recovery of the
      advances (`Restaurant Advances') made by the Company to the respective
      Company Participating Restaurants.

      Selling, general, and administrative expenses, consisting primarily of
      salaries, rents, commissions, and other general overhead costs amounted to
      $3,723,330 (1996: $2,819,073 and 1995: 2,476,105) for the year ended
      September 30, 1997, an increase of 32% over the previous year. The
      increase is primarily due to professional fees of $118,642 for work on the
      proposed merger with TME, $276,472 write down of the License to fair value
      and $112,875 of costs relating to the termination agreement with Mr.
      C.E.C. Radbone, a former director of the Company. In addition, the Company
      incurred $242,012 of unrealized foreign exchange losses arising out of the
      translation of the inter-company balance between the Company and
      Transmedia Australia as of September 30, 1997 and a $150,000 write off of
      the Hawaii option. But for these additional expenses, the Company would
      have reported a small decrease for the year in selling, general and
      administrative expenses.

      The Company's share of losses relating to Countdown's operations for the
      period from April 3, 1997 to September 30, 1997 was $202,905. The 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.

      In October 1997 Countdown recruited two managers to establish a Countdown
      Direct Marketing division in the UK, to primarily sell membership directly
      to the public through a network of commissioned agents. Their initiative
      involves the Company in the periodic recruitment and training of agents
      with plans to have a network of approximately 200 agents within the first
      year of operation. The initial draft of agents completed their training in
      February 1998 and it is too early to determine if the initiative will be
      successful.

      The acquisition of Countdown provides management with the opportunity to
      realize cost savings and achieve economies of scale. In June 1997 the
      Transmedia UK operations relocated to Countdown's premises and the Company
      is seeking to sub-let a floor of the offices it shares with TME at 11 St
      James's Square, London vacated by the relocation. Management is currently
      reviewing means of sharing resources and out-sourcing functions and
      expects to be able to achieve significant savings in fiscal 1998

      The Company remains in a net operating loss carry forward position for
      income tax purposes and no tax benefit has been recognized for the year
      ended September 30, 1997.

      Year Ended September 30, 1996

      The Company generated revenues of $1,659,515 (1995: $1,075,517) in the
      year ended September 30, 1996, an increase of 54% over the previous year.
      The increase in revenues can be principally attributed to the September
      1995 launch in Melbourne with The Age newspaper. The Company has been well
      received by the Melbourne restaurant community, having attracted a number
      of award winning restaurants as Company Participating Restaurants. This
      success has subsequently been repeated in Brisbane, with approximately 50%
      of the Company Participating Restaurants receiving awards in the
      Queensland State Premier's 1996 annual tourist awards. The Company
      increased its number of Cardholders from 9,000 to 18,000 at September 30,
      1995 and September 30, 1996 respectively, largely as a result of the
      10,000 Company Cardholders produced by the Westpac 


                                       19
<PAGE>

      Banking Corp. promotion since August 1996. The Company increased its
      number of Participating Restaurants from 330 to 430 at September 30, 1995
      and at September 30, 1996 respectively. Membership fees for the year ended
      September 30, 1996 of $230,961 are significantly greater than the $27,564
      reported for 1995 and are as a result of the Company billing Company
      Cardholders for the first time following the typically waived membership
      period. In August 1996 the Company introduced the `Free card' option for
      membership whereby cardholders can opt for membership at no annual fee but
      with a reduced discount benefit of 20%, as compared to the standard
      discount of 25%. The Free card was launched at the same time as the
      Westpac Banking Corp. promotion.

      Cost of sales amounted to $1,098,666 (an increase of 54% over 1995) for
      the year ended September 30, 1996 and is in line with the 54% increase in
      revenues. Cost of sales are approximately 50% of the gross food and
      beverage value consumed by Company Cardholders and represents the recovery
      of the restaurant credits made by the Company to the respective Company
      Participating Restaurants. The relationship between revenues, net of
      discount, and cost of sales will change in future as cardholders opt for
      the 20% `Free card' discount.

      Selling, general and administrative expenses, consisting primarily of the
      costs of operations, for the year ended September 30, 1996 amounted to
      $2,819,073 representing an increase of 14% over 1995, which compares
      favorably when compared to the 54% increase in revenues. During the year
      significant savings have been achieved in printing costs.

      The Company earned $21,005 for the fiscal year from the temporary
      investment of excess cash funds. The Company remains in a net operating
      loss carry forward position for income tax purposes and no tax benefit has
      been recognized for the year ended September 30, 1996.

      Year Ended September 30, 1995

      Revenues, exclusive of membership fees of $27,564 for the year ended
      September 30, 1995 amounted to $1,075,517. Revenues represent the retail
      value of food and beverage 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 beverage 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
      $400,358 for the year amounts to 25% of the full retail value of the food
      and beverage consumed by the Company Cardholders, together with a pro rata
      portion of membership fees and other income. The Company acquired 9,000
      Cardholders during the year ended September 30, 1995. The Company
      increased its number of Company Participating Restaurants from 25 to 330
      at September 30, 1994 and at September 30, 1995. Selling, general and
      administrative expenses amounted to $2,476,105 for the year ended
      September 30, 1995 representing the costs of the first full year's
      operation and the costs relating to the registration of the Company's
      Common Stock under the Securities Act of 1933.

      The Company earned $85,459 and $34,148 for the year ended September 30,
      1995 and, the period ended September 30, 1994, respectively, from the
      temporary investment of excess cash funds. The Company was in a net
      operating loss carry forward position for income tax purposes however no
      tax benefit was recognized in the 1995 fiscal year.

      Liquidity and Capital Resources

      The following chart represents the net funds provided by or used in
      operating, financing and investment activities for each period as
      indicated:


                                       20
<PAGE>

                                                 Twelve Months Ended
                                                 -------------------
                                       September 30, 1997    September 30, 1996
                                       ------------------    ------------------
      Cash  provided by/(used in)
      Operating Activities                $ (2,126,864)          $  (919,889)
      Cash  provided by/(used in)
      Investment Activities               $ (1,205,610)          $   (29,861)
      Cash provided by financing 
      Activities                          $  2,057,449           $ 1,148,903

      During fiscal 1997 there were net cash outflows from operating activities
      of $2,126,864. This resulted from the Company's net loss in the period.
      During fiscal 1997, the Company relied on the net proceeds of an equity
      private placement to meet its working capital requirements and other
      operating needs. The proceeds of the equity private placement were needed
      to supplement cash generated by revenues from membership fees, usage of
      the Restaurant Card and reduced advances to Participating Restaurants.

      Net cash used in investing activities of $1,205,610 comprised the cash
      element of the Company's investment in Countdown of $1,209,655, net of the
      proceeds of sale of fixed assets of $4,045. The Company invested
      $2,682,487 in fiscal 1997 to acquire its interest in Countdown. The total
      consideration was paid by the issuance of 1,330,524 shares of the
      Company's Common Stock, the execution of a $250,000 loan note and a cash
      payment of $1,459,655. The cash element of the consideration was funded by
      a $1 million loan from a director of the Company and part of the net
      proceeds of an equity private placement.

      To meet its cash requirements, the Company in December 1996 sold in an
      equity private placement 556,250 shares of common stock at a price of $2
      per share. The subscribers received warrants to purchase an aggregate of
      185,417 shares of Common Stock at an exercise price of $2 per share. In
      August 1997 the Company commenced a further equity private placement. The
      placement was terminated in December 1997 upon the sale of 1,347,095
      shares of Common Stock at $1 per share and generated net proceeds of
      $1,347,095. For every three shares sold, the subscriber received, for no
      additional consideration, a warrant to purchase one share of the Company's
      Common Stock at an exercise price of $1 per share.

      The Company requires substantial additional cash to fund its business
      plans, including completion of the acquisition of NHS, and other
      contemplated acquisitions. In addition, the Company requires cash to pay
      existing creditors and to provide working capital. Management estimates
      that an amount of $8,250,000 will be required in the short term to
      complete the contemplated acquisitions of which $3,500,000 is required to
      complete the acquisition of NHS, $4,750,000 to fund other planned
      acquisitions. A further amount of $1,000,000 is estimated to be required
      as working capital to fund the Company's deficit in the period to April
      30, 1998.

      The Company's acquisition program includes the following:

      1. On December 2, 1997, Transmedia Australia, a company owned equally by
      the Company and TME indirectly purchased 51% of the business and assets of
      NHS. The total purchase price for the transaction (including a deposit of
      Aus $345,000 ($252,000)) was Aus $12,500,000 ($9,125,000), of which Aus
      $4,000,000 ($2,940,000) represents sign-on fees payable to 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 Common Stock of the Company and 


                                       21
<PAGE>

      500,000 shares of Common Stock of its affiliate, TME. The second tranche
      Aus. $2,842,540 ($2,073,000) 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 were 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). The Company has given notice that
      payment of the second tranche due January 31, 1998 is being extended by
      the permitted 90 days and, at the request of the principals, the payment
      of the portion of the sign on fees due on January 31, 1998 has been
      delayed pending their instructions. Transmedia Australia also acquired an
      option to purchase the 49% balance of NHS's business and assets for an
      additional Aus $2,497,655 ($1,823,000) (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 no consideration.

      2. On October 17, 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. The letter of intent provides for 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. A cash deposit of
      $50,000 was advanced on signing the letter of intent and 200,000 shares of
      the Common Stock of the Company, held by Edward J. Guinan III, Chairman of
      the Board of Directors, were delivered to the sellers as a further
      deposit. If the closing does not occur on or prior to March 31, 1998, the
      deposit is subject to forfeiture to the seller.

      3. On December 23, 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. The letter of intent provides for a
      purchase price of pounds UK 500,000 (approximately $800,000) in cash with
      an option to take up to pounds UK 200,000 (approximately $320,000) of the
      purchase price in 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. 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. If the closing does not occur on or prior to March 31, 1998, the
      deposit is subject to forfeiture to the seller.

      4. On January 9, 1998, the Company entered into an agreement in principle
      to purchase 85% of the common stock of Network America Inc., of Dallas,
      Texas. The consideration payable comprises a cash deposit of $50,000,
      redemption by the Company on January 19, 1998 of an outstanding Promissory
      Note in an amount of $103,000 held by an unrelated third party, an
      undertaking by the Company to pay $250,000 in cash on March 31, 1998 and
      an undertaking by the Company to advance $1,000,000 for working capital in
      eighteen subsequent equal monthly installments of $55,555 each.

      The Company has no available lines of credit at the present time. In the
      event that management is not successful or only partially successful in
      raising the necessary funds it will have to curtail its acquisition
      program, with the possible loss of deposits or payments on account of
      approximately $1,375,000.

      No assurance can be given that the Company will be successful in obtaining
      additional financing. In addition, no assurance can be given that if the
      Company is successful in raising such additional financing that
      profitability will be achieved in the future. Failure to obtain the
      necessary financing within the necessary time frame will have a
      significant adverse effect on the Company and its results 


                                       22
<PAGE>

      of operations. Moreover, any additional financing, including any financing
      obtained through the issuance of equity, could result in substantial
      dilution to shareholders.

      The Company's independent auditors report on the Company's financial
      statements included in Item 8 states that "......the Company has
      experienced losses during the year ended September 30, 1997, both from
      operations and from restructuring and has a working capital deficit that
      raises substantial doubt about its ability to continue as a going concern.
      The Company has funded operations 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.

      Historically the Company's ability to grow and generate cash from
      operations has been restricted by the single product offered by the
      Transmedia dining program. During fiscal 1997 the Company and its
      affiliate TME jointly obtained the permission of TMNI to expand its
      business base by jointly paying $250,000 in cash and issuing a joint
      promissory note in the amount of $500,000 to TMNI. In April 1997 the
      Company and TME each purchased 50% of Countdown, an international provider
      of membership based discount programs and in December 1997 jointly
      acquired an interest in NHS, a provider of telephone helpline and other
      member benefits in Australia. These acquisitions provide the Company with
      core business activities which are complementary to the Company's existing
      business and upon which the Company intends to build a more diversified
      benefits program. Management believes that such a diversified benefits
      program will enable the Company to achieve profitability in the medium
      term.

      Acquisition of Countdown

      In connection with the acquisition of the Company's interest in Countdown
      in April 1997, the Company borrowed $1,000,000 from a director, with
      interest at 12% per annum. In addition, the Company and TME jointly issued
      promissory notes to TMNI in the principal amount of $500,000, at 10% per
      annum. See Item 1- Business, "Countdown Acquisition".

      As Countdown is deemed to be under the control of TME, the results of
      Countdown have been included in these statements on an equity accounting
      basis. Included in the carrying value for Investment in Affiliates of
      $2,850,000 (see Note 3 to the financial statements) is $3,100,000 relating
      to goodwill on acquisition caused by the net liability position of
      Countdown at the date of acquisition.

      On January 16, 1998, Mr. C.E.C. Radbone 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 was
      cancelled. Mr. Radbone holds 1,330,524 shares of Common Stock of the
      Company and options to purchase 277,193 shares of Common Stock of the
      Company at $0.90 per share, and agreed to grant Edward J. Guinan III, the
      Chairman of the Board of Directors, an option to purchase these shares and
      options at a purchase price of $1 per share. Under the option, Mr. Guinan
      pledged $250,000 in value of shares of the Company's Common Stock owned by
      him (together with $250,000 in value of Transmedia Europe, Inc. Common
      Stock owned by him), which will be transferred to Mr. Radbone if the
      option is not exercised and paid by January 15, 1999.


                                       23
<PAGE>

      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 has developed a plan to address the possible exposure related
      to the impact on its computer systems of the Year 2000. Key operating,
      financial and information systems have been assessed and plans have been
      developed to address systems modifications required by December 31, 1999.
      Management estimates of the likely cost of system modifications is
      currently $100,000.

      In fiscal 1998 the Company established a Year 2000 group to evaluate the
      potential exposure of the Company's computer systems and computer reliant
      systems to Year 2000 issues. The working group completed its evaluation
      and has developed a plan to ensure that all of the Company's systems will
      be fully compliant by December 31, 1999.

      The core business system used in the Company's restaurant card business is
      not Year 2000 compliant and could fail to operate into the next millennium
      without corrective action. The system was scheduled for re-write in any
      event, with completion planned for the fourth quarter of 1999. Interim
      measures have been fully tested and will be implemented during the first
      quarter of 1999 as a precautionary measure. In other areas of the
      Company's operations systems are Year 2000 compliant. Breakaway is fully
      compliant, as are the telephone systems used by NHS. Non core business
      applications such as word processing and management information reporting
      systems require some minor modification. Computer hardware has been
      substantially upgraded to appropriate processors. The systems of the
      Company's affiliate, Countdown, have also been evaluated. Countdown
      systems require some modification and upgrading which is scheduled for
      completion in the first quarter of 1999.

      The Company is in communication with others with whom it does business,
      including but not limited to, financial institutions and key customers to
      determine their Year 2000 compliance readiness and the extent to which the
      Company is vulnerable to any third party Year 2000 issues. In particular
      the Company has not yet received confirmations from a number of banking
      institutions. There can be no assurance that the systems of third parties,
      on which the Company's systems rely, will be timely converted or that a
      failure to convert or a conversion that is incompatible with the Company's
      systems would not have a material adverse effect on the Company.

      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. 


                                       24
<PAGE>

      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.


                                       25
<PAGE>

Item 7A - Quantitative and Qualitative Disclosure About Market Risk

      Not Applicable

Item 8 - Financial Statements Supplementary Data

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        Page

Reports of Independent Auditors                       F-1 - F-2

Consolidated Balance Sheets
      September 30, 1996 and 1997                     F-3 - F-4

Consolidated Statement of Operations
      for the year ended
      September 30, 1997, 1996 and 1995                  F-5

Consolidated Statement of Stockholders Equity
      for the year ended September 30, 1997.             F-6

Consolidated Statement of Cash Flows
      for the year ended September 30, 1997              F-7

Notes to the Consolidated Financial Statements.       F-8 - F-27


                                       26
<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 1996 and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the two years ended September 30, 1997. We have also audited the
financial statements schedule listed in the accompanying index. These
consolidated financial statements and the schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and schedule 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
1996, and the results of their operations and their cash flows for the two years
ended September 30, 1997, in conformity with generally accepted accounting
principles in the United States. Also, in our opinion, the schedule presents
fairly, in all material respects, the information set forth therein.

The accompanying consolidated financial statements and schedule have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company has experienced
losses during the year ended September 30, 1997, both from operations and from
restructuring and has a working capital deficit that raises substantial doubt
about its ability to continue as a going concern. The Company has funded
operations 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. Management's
plans in regard to these matters are described in Note 3. The consolidated
financial statements and schedule do not include any adjustment which might
result from this uncertainty.


January 19, 1999

BDO Stoy Hayward
London, England


                                      F-1
<PAGE>

Report of Independent Public Accountants

The Board of Directors and Stockholders
Transmedia Asia Pacific, Inc.

We have audited the accompanying consolidated balance sheet of Transmedia Asia
Pacific, Inc. and subsidiary as of September 30, 1995 and the related
consolidated statement of operations, changes in stockholders' equity and cash
flows for the year ended September 30, 1995, and for the period from March 10,
1994 (inception) through September 30, 1994. 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. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material mis-statement. 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 subsidiary as of September 30, 1995, and the
results of their operations and cash flows for the year ended September 30, 1995
and for the period from March 10, 1994 (inception) through September 30, 1994 in
conformity with generally accepted accounting principles in the United States.


                                                                 Arthur Andersen
                                                                          Sydney
                                                                       Australia

                                                               December 20, 1995


                                      F-2
<PAGE>

Transmedia Asia Pacific, Inc.
Consolidated Balance Sheets

                                                   September 30,   September 30,
ASSETS                                                 1997            1996

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 at September 30, 1996                 
   (note 1 (c))                                        301,815        636,808
                                                                  
   Trade accounts receivable                            56,563         66,211
                                                                  
   Amounts due from related parties (note 5)           258,533         48,857
                                                                  
   Other current assets                                 18,784        142,127
                                                    ----------     ----------
Total current assets                                   648,799      2,065,308

Long Term assets                                                  
                                                                  
Investment in affiliates (note 4)                    2,715,442             --
                                                                  
Property and equipment, net of accumulated                        
depreciation $106,260 at September 30, 1997 and                   
$77,616 at September 30, 1996 (note 7)                  94,250        143,463
                                                                  
Intangible assets, net of accumulated amortization                
of $794,631 at September 30, 1997 and $245,440 at                 
September 30, 1996 (note 6)                          1,196,943      1,746,176
                                                                  
Other assets (note 9)                                  142,946             --
                                                    ----------     ----------
Total assets                                        $4,798,380     $3,954,947
                                                    ==========     ==========

 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 5)          1,345,712         93,300
                                                 -----------    -----------
   Total current liabilities                     $ 2,048,227    $   776,350
                                                 -----------    -----------

   Stockholders' equity

   Stockholders' equity
   Preferred stock, $.01 par value per share
   Authorized 5,000,000 shares; none issued               --             --

   Common stock, $.00001 par value per share
   Authorized 95,000,000 shares;
   15,249,221 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       September       September
                                                 30, 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       1,103,081

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)

Share of losses of associated company              (202,905)             --              --

Interest income                                      24,197          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 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>
----------------------------------------------------------------------------------------------------------------------------
                                            Number of          Common       Additional            Cumulative     Accumulated 
                                        common shares           stock  paid-in capital  currency translation         deficit 
                                                                                                  adjustment
<S>                                        <C>           <C>              <C>                   <C>             <C>          
Balance, September 30, 1994                11,815,790    $        118     $  4,363,109          $       (500)   $   (349,650)
                                                                                              
Issuance of  common stock                     673,800               7        2,021,393                    --              -- 
Issue costs                                        --              --         (128,744)                   --              -- 
Net loss                                           --              --               --                    --      (1,990,288)
Effect of foreign currency                                                                    
translation                                        --              --               --                 1,449              -- 
Treasury stock                                (20,000)             --          (20,000)                   --              -- 
Compensation expense                               --              --               --                    --              -- 
                                         ------------    ------------     ------------          ------------    ------------ 
Balance, September  30, 1995               12,469,590    $        125     $  6,235,758          $        949    $ (2,339,938)
                                                                                              
Issuance of  common stock                     892,857               9        1,249,991                    --              -- 
Issue costs                                        --              --          (15,000)                   --              -- 
Net loss                                           --              --               --                    --      (2,006,258)
Effect of foreign currency                                                                    
translation                                        --              --               --                52,961              -- 
Compensation expense                               --              --               --                    --              -- 
                                         ------------    ------------     ------------          ------------    ------------ 
Balance, September  30, 1996               13,362,447    $        134     $  7,470,749          $     53,910    $ (4,346,196)
                                                                                              
Issuance of  common stock                     556,250               6        1,112,494                    --              -- 
Issue costs                                        --              --          (15,000)                   --              -- 
Issuance of common stock relating to                                                          
Acquisition of Countdown                    1,330,524              13        1,222,819                    --
Net Loss                                                                                                          (3,030,445)
Effect of foreign currency                                                                    
translation                                        --              --               --               109,809              -- 
Option re Countdown                                --              --          171,860                    --              -- 
                                         ------------    ------------     ------------          ------------    ------------ 
Balance, September  30, 1997               15,249,221    $        153     $  9,962,922          $    163,719    $ (7,376,641)
                                         ============    ============     ============          ============    ============ 
</TABLE>

------------------------------------------------------------------- 
                                           Unearned           Total 
                                       compensation                 
                                                                    
                                                                    
Balance, September 30, 1994            $         --    $  4,013,077 
                                                                    
Issuance of  common stock                  (300,000)      1,721,400 
Issue costs                                      --        (128,744)
Net loss                                         --      (1,990,288)
Effect of foreign currency                                          
translation                                      --           1,449 
Treasury stock                                   --         (20,000)
Compensation expense                         87,750          87,750 
                                       ------------    ------------ 
Balance, September  30, 1995           $   (212,250)   $  3,684,644 
                                                                    
Issuance of  common stock                        --       1,250,000 
Issue costs                                      --         (15,000)
Net loss                                         --      (2,006,258)
Effect of foreign currency                                          
translation                                      --          52,961 
Compensation expense                        212,250         212,250 
                                       ------------    ------------ 
Balance, September  30, 1996           $         --    $  3,178,597 
                                                                    
Issuance of  common stock                        --       1,112,500 
Issue costs                                      --         (15,000)
Issuance of common stock relating to                                
Acquisition of Countdown                                            
Net Loss                                                 (3,030,445)
Effect of foreign currency                                          
translation                                      --         109,809 
Option re Countdown                              --         171,860 
                                       ------------    ------------ 
Balance, September  30, 1997           $         --    $  2,750,153 
                                       ============    ============ 
                                    ------------------------------- 


                                      F-6
<PAGE>

Transmedia Asia Pacific, Inc.
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                     Year ended      Year ended     Year ended
                                                    September 30,   September 30,  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 license                                122,720        122,720        122,720
- Write down of license to fair value                    276,472             --             --
- Provision for irrevocable restaurant credits            (5,152)        79,344         40,418
- Amortization of deferred compensation                       --        212,250         87,750
- Write off of Hawaii option                             150,000             --             --
- Share of loss of Affiliates                            202,905             --             --
Changes in assets and liabilities:
- Trade accounts payable                                  13,800        131,837        116,918
- Accrued liabilities                                     80,556         (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
- Due from/(to) related parties                         (271,264)       663,930       (424,437)
                                                     -----------    -----------    -----------
Net cash used in operating activities                 (2,126,864)      (919,889)    (2,469,832)
Cash flows from investing activities:
- Purchase of property and equipment                          --        (29,861)       (49,599)
- Extension of Hawaii option                                  --             --       (150,000)
- Investment in Countdown                             (1,209,655)            --             --
- Proceeds on disposal of fixed assets                     4,045             --             --
                                                     -----------    -----------    -----------
Net cash used in investing activities                 (1,205,610)       (29,861)      (199,599)
Cash flows from financing activities:
- Net proceeds received from issuance
  of common stock                                      1,097,500      1,235,000      1,592,656
- Loans from related parties re Countdown
  Acquisition                                          1,000,000             --             --
- Bank credit line                                       (40,051)       (86,097)       126,148
- Purchase of treasury stock                                  --             --        (20,000)
                                                     -----------    -----------    -----------
Net cash provided by financing activities              2,057,449      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>

                Supplemental disclosures of cash flow information

No amounts of cash were paid for interest or income taxes for each of the
periods presented

                   Supplemental Schedule of Non-Cash Investing
                            And Financing Activities

In April 1997 the Company issued 1,330,524 shares of its common stock as part
payment of its investment in Countdown Holdings Limited ("Countdown"). The
Company paid a total of $2,682,487 for its investment in Countdown made up as
follows:

Cash payment                                                          $1,209,655
Issuance of 1,330,524 shares
   of common stock                                                     1,222,832
Loan Note in favor of
   TMNI                                                                  250,000
                                                                      ----------
   Total                                                              $2,682,487
                                                                      ==========


                                      F-8
<PAGE>

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 wholly owned
      subsidiaries Transmedia Australia Pty Limited and Transmedia Australasia
      Pty Limited 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 subsidiaries. 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 License is to operate a
      specialized restaurant charge card business in Australia and New Zealand
      with limited rights to sublicense 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 5).

      The Company, through its associated 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:

          Name                               Country of Incorporation

          Transmedia Australia Pty Limited           Australia
          Transmedia Australasia Pty Ltd            New Zealand

      In addition, the Company has a 50% ownership in Countdown Holdings Ltd.,
      ("Countdown"), which is incorporated in the United Kingdom.

      In August 1994 the Company registered an initial public offering of its
      common stock with the Securities and Exchange Commission and the Company's
      Common Stock traded on the NASDAQ small capital market.

      The Company was initially capitalized 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 


                                      F-9
<PAGE>

      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.

      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 sold
      an aggregate of 1,347,095 shares of Common Stock at a purchase price of $1
      per share, of which $576,335 was received in October 1997, $895,760 was
      received in November 1997 and $25,000 in December 1997. The shares were
      issued in February 1998. For every three shares purchased, each purchaser
      received, for no additional consideration, a warrant to purchase one share
      of Common Stock at $1 per share. As of the date of this filing, the shares
      have been issued but the registration statement has yet to be filed. "See
      Item 5. Market for Registrant's Common Equity and Related Stockholder
      Matters".

(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.

(c)   Restaurant credits

      Restaurant credits represent the total advances made to participating
      restaurants in exchange 


                                      F-10
<PAGE>

      for credits less the amount by which these credits are recouped by the
      Company as a result of Company cardholders utilizing 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 utilized by cardholders.

      The amount of funds advanced to participating restaurants are generally
      unsecured and are recoverable as cardholders utilize 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 amortized 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 is not less than the fair value as determined using discounted
      cash flows.

(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:

      Furniture and fixtures                  5 years
      Office equipment                      4-5 years
      Computer equipment                    3-4 years

(f)   Income taxes

      The Company recognizes 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 


                                      F-11
<PAGE>

      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
      recognized 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 realized.

(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 recognized as revenue in equal monthly installments 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

      In fiscal 1995 and 1996 the Company operated a Restaurant Cardholder
      promotion to increase usage of the Restaurant Card and to recruit new
      cardholders. The promotion involved the granting of bonus food and
      beverage credits. The bonus food and beverage credits were utilized as the
      Cardholder used the Restaurant Card and were processed as an additional
      saving to the standard 20% or 25% discount obtained by using the
      Restaurant Card. The bonus was accrued by the Company when the bonus was
      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.

(k)   Foreign currencies

      The reporting currency of the Company is the United States dollar. The
      Company's functional currencies are the Australian dollar and the UK pound
      sterling. The Australian dollar is the functional currency of the
      Company's restaurant card business because it is the primary currency of
      the environment in which the business operates as an autonomous unit. All
      cash generated and expended by the restaurant card business is in
      Australian dollars. For the same reasons the functional currency of the
      Company's interest in Countdown is the UK pound sterling because that
      business is located, and primarily operates in, the United Kingdom.

      For consolidation purposes, the assets and liabilities of overseas
      subsidiary undertakings are 


                                      F-12
<PAGE>

      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)   Cash equivalents

      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 capitalized.

(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 5). 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 TME (See Note 16).

(p)   Recent U.S. accounting pronouncements not yet implemented


                                      F-13
<PAGE>

      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.

2.    Auditors

      Effective September 26, 1997, the Company's former auditors, KPMG,
      resigned as the Company's auditors and the Board of Directors, with the
      approval of the Audit Committee, retained BDO Stoy Hayward as its
      independent public accountants. The Company confirmed in its Form 8-K
      filing, as amended by Amendment No.2 filed October 27, 1997, and KPMG
      confirmed in its letter to the office of the Chief Accountant dated
      October 16, 1997, which letter was included in said filing, that during
      the period KPMG was retained, there were no disagreements with the former
      auditors on any matter of accounting principles or practices, financial
      statement disclosure or auditing scope or procedure with respect to the
      financial statements for the fiscal year ended September 30, 1996 or up
      through the time of replacement which, if not resolved to the former
      auditors satisfaction, would have caused them to make reference to the
      subject matter of the disagreement in connection with their report. During
      such fiscal years, no accountant's report prepared by KPMG contained an
      adverse opinion or disclaimer of opinion or was qualified or modified as
      to uncertainty, audit scope or accounting principles.

      Without the authorization of KPMG, the Company included an unsigned report
      of KPMG (dated December 20, 1996) in the Company's Annual Report on Form
      10-K for the year ended September 30, 1997, filed with the Securities and
      Exchange Commission on January 23, 1998 (the "1997 10-K"). Prior to that
      time, the last filing with the SEC which contained a report by KPMG which
      was included with their consent was the annual report on Form 10-K for the
      year ended September 30, 1996. By letter dated February 13, 1998, KPMG
      informed the Company that it would not agree to file a consent to the
      inclusion of its prior audit reports in the Form 10-K filing of the
      Company for the year ended September 30, 1997. Consequently, since a
      manually signed consent has not been received by the Company, the audit
      report of KPMG has not been included in this filing but the financial
      statements covered by the prior audit report have been included. The
      Company believes that there is no basis for the action of KPMG in light of
      the foregoing and is considering what appropriate action must be taken to
      resolve this situation.


                                      F-14
<PAGE>

      The position of KPMG as stated in the letter of February 13, 1998, was as
      follows:

            "Based on an evaluation of circumstances and recent events we have
            decided that we are not willing to accept an assignment to consider
            whether we would re-sign our audit report as of September 30, 1996
            and for the year then ended for inclusion in the Form 10-K filing of
            Transmedia Asia Pacific, Inc. for the year ended September 30,
            1997".

      The financial statements for the fiscal year ended September 30, 1996 have
      been re-audited by BDO Stoy Hayward.

      It should be noted that the Form 10-K for 1997 was inadvertently filed on
      January 23, 1998 prior to receipt of all necessary auditor consents. This
      Form 10K/A amends said filing in its entirety. All necessary consents have
      now been obtained by the Company.

3.    Going Concern

      The consolidated financial statements record a loss for the year ended
      September 30, 1997 of $3,030,445, which, when taken with the previous
      years' results, record an accumulated deficit of $7,376,641 as at
      September 30, 1997. The Company has also recorded losses since the balance
      sheet date.

      The Company has been able to fund this deficit, the cost of its
      acquisition and restructuring of Countdown Holdings Limited, and its
      acquisition of the business of Nationwide Helpline Services Pty Limited
      (Note 16), principally by the sale of equity securities, a loan from a
      director and stockholder of the Company during the year and the issuance
      of loan notes after the year end.

      Management has taken steps to reduce the amount of cash used by
      operations, including reducing staffing levels, however, the Company's
      operations may not provide sufficient internally generated cash flows to
      meet its projected requirements in the short-term. Accordingly, the
      Company is likely to require further capital infusions in order to meet
      its loan repayment commitments and the ongoing funding requirements of its
      operations. Based upon the Company's history of obtaining necessary
      financing, management remains confident that sufficient funds will be
      available to the Company to operate in the foreseeable future and meet its
      loan repayment obligations. However there can be no assurance given that
      the Company will be able to obtain such funding. In addition there can be
      no assurance as to the acceptability of the terms of any future financing.

4.    Investment in affiliated company

      The Investment in Countdown 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.

      At September 30, 1996                                         $        --
      Cost of investment                                              2,682,487
      Add: Cost of option                                               171,860
                                                                    -----------
                                                                      2,854,347
      Share of losses                                                  (202,905)
      Amounts due from affiliates                                        64,000
                                                                    -----------
      At September 30, 1997                                         $ 2,715,442
                                                                    ===========


                                      F-15
<PAGE>

5.    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.

      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, 1995, 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 totaling $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 totaling $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 


                                      F-16
<PAGE>

      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 totaling $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.

      The amounts due from related parties consist of the following:

                                                   September 30,   September 30,
                                                        1997           1996

      Conestoga                                       $ 26,260       $ 26,260
      Transmedia Europe, Inc.                          190,124             --
      P. Harrison                                       42,149         22,597
                                                      --------       --------
                                                      $258,533       $ 48,857
                                                      --------       --------

      The amounts due to related parties consist of the following:

                                                  September 30,   September 30,
                                                      1997            1996

      J.V. Vittoria                                $1,061,479      $       --
      TMNI                                            284,233              --
      Transmedia Europe, Inc.                              --          93,300
                                                   ----------      ----------
                                                   $1,345,712      $   93,300
                                                   ----------      ----------

      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 note is payable on April
      2, 1998, bears interest at the rate of 10% per annum, and is convertible
      at the holder's option into Common Stock of each 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:


                                      F-17
<PAGE>

<TABLE>
<CAPTION>
                                     E. Guinan III    Conestoga      Transmedia    P Harrison
                                                       Partners     Europe, Inc.
<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                        --             --        121,936             --
      Foreign currency movement                --             --             --             --
                                      -----------    -----------    -----------    -----------
      Balance at September 30, 1997   $        --    $    26,260    $   190,124    $    42,149
                                      ===========    ===========    ===========    ===========
</TABLE>

                                                 J.V. Vittoria         TMNI

      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)
                                                  ===========       ===========


6.    Intangible Assets

      Intangible assets consist of:

<TABLE>
<CAPTION>
                                               Formation      Transmedia       Hawaii         Total
                                               Expenses        License         Option
<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. This write down 


                                      F-18
<PAGE>

      represents the difference between the carrying amount and the fair value
      of the License, as determined using discounted cash flows attributable to
      the 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.

7.    Property and Equipment

      Property and equipment consist of the following:

                               Furniture     Office      Computer
                              and fittings  equipment    equipment      Total

       Cost
       At September 30, 1995   $  77,325    $  46,756    $  57,750    $ 181,831
         Additions                 5,115        1,480       23,266       29,861
         Foreign currency          4,124        2,494        2,769        9,387
                               ---------    ---------    ---------    ---------
       At September 30, 1996      86,564       50,730       83,785      221,079
         Additions                    --           --           --           --
         Disposals                (1,820)      (5,674)      (2,603)     (10,097)

         Foreign currency         (4,505)      (2,353)      (3,614)     (10,472)
                               ---------    ---------    ---------    ---------
       At September 30, 1997      80,239       42,703       77,568      200,510
                               ---------    ---------    ---------    ---------

       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)        (706)      (1,536)      (3,499)
                               ---------    ---------    ---------    ---------
       At September 30, 1997      34,917       18,602       52,741      106,260
                               ---------    ---------    ---------    ---------

       Net book value
       At September 30, 1997   $  45,322    $  24,101    $  24,827    $  94,250
                               =========    =========    =========    =========

       At September 30, 1996   $  59,830    $  35,893    $  47,740    $ 143,463
                               =========    =========    =========    =========


                                      F-19
<PAGE>

8.    Accrued Liabilities

      Accrued liabilities consist of the following:

                                                  September 30,   September 30,
                                                       1997           1996

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

9.    Other Assets

      Other assets consist of the following:

                                                   September 30    September 30
                                                       1997            1996

      Interest in option to acquire:
      National Helpline Services Pty Limited         $142,946        $    --
                                                     ========        =======

      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).

10.   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.


                                      F-20
<PAGE>

      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 following weighted average assumptions:
      no dividends paid for all years; expected volatility of 40%; a risk free
      interest rate of 6.7%; and an expected life being the remaining term of
      the option.

      Stock option and warrant activity during the periods indicated is as
      follows:

<TABLE>
<CAPTION>
                                            Options    Weighted
                                            Number      Average   Warrants
                                              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 recognized
      for its stock options and 


                                      F-21
<PAGE>

      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:

                                                     1997               1996

       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)

      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.

11.   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.


                                      F-22
<PAGE>

      In connection with the acquisition, the Company and TME each agreed to pay
      $125,000 in cash to TMNI International Incorporated ("TMNI") and the
      Company and TME issued 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 note is 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.

12.   Leases

      The Company leases certain office space under lease agreements.

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

      Year ending September 30, 1998                               $ 48,100
                                                                   ========

      Year ending September 30, 1999                               $180,299
      Year ending September 30, 2000                                210,122
      Year ending September 30, 2001                                276,017
      Year ending September 30, 2002                                276,017
      Thereafter                                                    276,017

      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-23
<PAGE>

13.   Income taxes

      Income taxes reflected in the accompanying consolidated 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           1995
<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>
<S>                                         <C>            <C>            <C>        
      Deferred tax assets:
      Net operating loss carry forwards     $ 1,999,000    $ 1,306,000    $   648,000
      Pre operating costs capitalized 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.

14.   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 is
      also required to 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, pursuant to this
      agreement amounted to $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 the prior permission of Network, may
      acquire beneficial ownership of 30% 


                                      F-24
<PAGE>

      or more of the Company; (2) Edward J Guinan III is required to maintain
      beneficial ownership 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 is
      required to commence operations (a) in Australia and/or New Zealand within
      4 months after May 26, 1994 under the Transmedia License (the `Closing
      Date'); (b) in another country within 3 years after the Closing Date; (c)
      in a second other country within the earlier of 2 years after the first
      country or five years from the Closing Date; and (d) the Company has
      received an extension of time for establishing new operations whereby the
      Company is required to establish another operation in a country other than
      Australia and New Zealand by September 1998 and a further additional
      country by September 2000; (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, jointly with its affiliate TME, is committed to making
      further payments in relation to the acquisition of NHS. These consist of
      payments due on January 31, 1998 to certain principals as sign-on fees
      amounting to Aus.$2,000,000 ( $1,460,000) and the second tranche for 51%
      of the shares of common stock of NHS for Aus.$2,842,540 ($2,075,000).
      Payment of the second tranche and Aus. $1,250,000 ($912,500) of the
      sign-on fee due to the principals, may be extended by up to 90 days
      provided that interest will accrue during any such extension at 5% per
      annum. The Company has given notice that payment of the second tranche and
      Aus. $1,250,000 ($912,500) of the sign-on fee due to the principals, due
      January 31, 1998 is being extended by the permitted 90 days and, at the
      request of the principals, the payment of the proportion of the sign on
      fees due on January 31, 1998 has been delayed pending their instructions.
      The balance of the payments due to certain principals as sign-on fees
      amounting to Aus.$2,000,000 ($1,460,000) 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
      the shares of common stock of NHS for Aus.$2,497,655 ($1,823,000) 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.

15.   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 


                                      F-25
<PAGE>

      under the Countdown discount purchase program accounted for greater than
      10% of the Countdown volume of business.

16.   Subsequent Events

On November 17, 1998 the Company acquired the remaining 49% of NHS (Refer Note 7
"Acquisitions" for further details).

On May 22, 1998, the Company acquired 100% of the issued share capital of
Breakaway Travel Club Pty Limited ("Breakaway"). The total consideration paid
was Aus$375,000 (approximately $230,000) plus acquisition costs of $16,000. Such
consideration was paid equally by the Company and TME in cash.

On May 14, 1998 the Company and TME purchased 100% of the outstanding common
stock of Porkpine Limited ("Porkpine"). The consideration paid totaled 1,060,000
pounds sterling ($1,749,000 approximately) subject to an adjustment to equal net
assets as at May 14, 1998.


                                      F-26
<PAGE>

Item 9 - Changes and Disagreements with Accountants on Accounting and Financial
Disclosures

      Effective September 26, 1997, the Company's former auditors, KPMG,
      resigned as the Company's auditors and the Board of Directors, with the
      approval of the Audit Committee, retained BDO Stoy Hayward as its
      independent public accountants. The Company confirmed in its Form 8-K
      filing, as amended by Amendment No.2 filed October 27, 1997, and KPMG
      confirmed in its letter to the office of the Chief Accountant dated
      October 16, 1997, which letter was included in said filing, that during
      the period KPMG was retained, there were no disagreements with the former
      auditors on any matter of accounting principles or practices, financial
      statement disclosure or auditing scope or procedure with respect to the
      financial statements for the fiscal year ended September 30, 1996 or up
      through the time of replacement which, if not resolved to the former
      auditors satisfaction, would have caused them to make reference to the
      subject matter of the disagreement in connection with their report. During
      such fiscal years, no accountant's report prepared by KPMG contained an
      adverse opinion or disclaimer of opinion or was qualified or modified as
      to uncertainty, audit scope or accounting principles.

      Without the authorization of KPMG, the Company included an unsigned report
      of KPMG (dated December 20, 1996) in the Company's Annual Report on Form
      10-K for the year ended September 30, 1997, filed with the Securities and
      Exchange Commission on January 23, 1998 (the "1997 10-K"). Prior to that
      time, the last filing with the SEC which contained a report by KPMG which
      was included with their consent was the annual report on Form 10-K for the
      fiscal year ended September 30, 1996. By letter dated February 13, 1998,
      KPMG informed the Company that it would not agree to file a consent to the
      inclusion of its prior audit reports in the Form 10-K filing of the
      Company for the year ended September 30, 1997.

      The position of KPMG as stated in the letter of February 13, 1998, was as
      follows:

            "Based on an evaluation of circumstances and recent events we have
            decided that we are not willing to accept an assignment to consider
            whether we would re-sign our audit report as of September 30, 1996
            and for the year then ended for inclusion in the Form 10-K filing of
            Transmedia Asia Pacific, Inc. for the year ended September 30,
            1997".

      The financial statements for the fiscal year ended September 30, 1996 have
      been re-audited by BDO Stoy Hayward and their report is included in this
      Annual Report.

      It should be noted that the Form 10-K for 1997 was inadvertently filed on
      January 23, 1998 prior to receipt of all necessary auditor consents. This
      Form 10K/A amends said filing in its entirety. All necessary consents have
      now been obtained by the Company.

Item 10 - Directors and Executive Officers of the Registrant

(a) Table of Directors and Executive Officers.

The table below sets forth the names and ages for all of the directors and
executive officers of the Company as of March 13, 1998. The term of each
director expires at the next annual meeting of stockholders and upon his
successor being duly elected and qualified.


                                       27
<PAGE>

      Name                     Age                     Position
--------------------------------------------------------------------------------

Edward J. Guinan III            51          Chairman and Chief Executive Officer
Paul L. Harrison                37          President and Secretary, Director
Carl Freyer                     58          Director
Ellis Varejes                   46          Director
Joseph V. Vittoria              63          Director
David S. Vaillancourt           51          Chief Financial Officer

(b) Family Relationships

There are no family relationships among any of the directors or executive
officers of the Company.

(c) Experience of Directors and Executive Officers for the Past Five Years.

Edward J. Guinan III has been the Chairman of the Company, Chief Executive
Officer and a director of the Company since its inception. Mr. Guinan has been
the Chairman, Chief Executive Officer and director of Transmedia Australia since
its inception. Mr. Guinan began his career on Wall Street when he purchased a
seat on the New York Mercantile Exchange. He traded on the floor for his own
account until 1979, when he became a broker for the firm of Moseley Hallgarten
Estabrook and Weeden, where he eventually became manager of their New York
office. From 1982 through 1984, he was employed by Cowen and Company in New
York. In 1984, Mr. Guinan established his own broker-dealer firm, Guinan and
Company. From 1990 through 1991, Mr. Guinan was a broker at the head of the
corporate finance department at Ernst and Company, a member of the New York
Stock Exchange. During 1992, Mr. Guinan was head of the corporate finance
department at First Hanover Securities, Inc., a New York broker-dealer. Since
February 1993, Mr. Guinan has served as President, Chief Executive Officer and
director of the Company, as well as its affiliate company, Transmedia Europe
Inc. ("Transmedia Europe"). Since May 1995, Mr. Guinan has served as President,
Chief Executive Officer, Chief Financial Officer and the sole director of
International Advance, Inc. ("Advance"). Since November, 1995, Mr. Guinan has
been a director of Transmedia La Carte Restaurant SA ("Transmedia France"), of
which Transmedia Europe has a 50.1% equity interest. Mr. Guinan presently
devotes substantially all of such time as is necessary to the affairs of the
Company.

Paul L. Harrison is presently President, Secretary and a director of the
Company, and was a director and President of Transmedia Australia from May 1994
until June 1997. Mr. Harrison is also Secretary and a director of Transmedia
Europe. In 1993, Mr. Harrison acted as a consultant to Transmedia Europe in
connection with the commencement of business operations and initial financing
thereof. From 1989 until 1994, Mr. Harrison was Vice-President - European
Equities of Salomon Brothers, London, with responsibility for coordinating and
marketing the sales of various derivatives and other equity securities to
European based institutional clients. Mr. Harrison held that position from 1989
onwards. From 1988 through 1989, Mr. Harrison was Main Board Director of
County/NatWest, Wood Mackenzie, the investment banking arm of NatWest Bank NA in
the United Kingdom, with responsibility for developing business strategy and
managing a team of securities brokers. For two years prior thereto, Mr. Harrison
was an Assistant Director of Hill Samuel Merchant Bank and Executive
Vice-President of Wood Mackenzie Inc., with responsibilities to manage and
develop the United States brokerage operations of this United Kingdom firm.

Joseph V. Vittoria has been a director of the Company since inception. From
September 1987 to 


                                       28
<PAGE>

January 1997, Mr. Vittoria was the Chairman and Chief Executive Officer of Avis
Inc., and was a senior executive at Avis since 1982. Mr. Vittoria is a director
of UAL Corporation. He holds a BS in civil engineering from Yale University and
an MBA from Columbia University. Mr. Vittoria also holds an honorary Doctor of
Laws degree from Molloy College. Mr. Vittoria is also a director of Transmedia
Europe.

Carl H. Freyer has been a director of the Company since 1996. Mr. Freyer is the
President of Freyer Corporation, a financial consulting firm. He has been a
director of G-Tech Corporation, Computer Investors Group Inc. and two banks. Mr.
Freyer holds a BS in electrical engineering from Tufts University and an MBA
from Harvard University.

Ellis Varejes has been a director of the Company since 1997. He is the corporate
services partner of Abbott Tout, Solicitors, in Sydney, Australia. Mr. Varejes
practices principally in the area of corporate and business transactions, both
nationally and internationally. He has significant experience in mergers and
acquisitions and corporate finance, as well as in banking and taxation law. He
is a graduate in Commerce and in Laws from the University of Witwatersrand,
South Africa.

David S. Vaillancourt has been Chief Financial Officer of the Company since
1997. Mr. Vaillancourt is also Chief Financial Officer of Transmedia Europe.
Prior to joining the Company, Mr. Vaillancourt spent three years as Senior Vice
President and Chief Administrative Officer of an international human resource
company, based in Toronto - with overall responsibility for domestic and
international finance and administration. Prior to this, Mr. Vaillancourt spent
seven years in corporate finance and venture capital consulting, when he
operated his own company working in North and Central America, Western Europe,
the Middle East and Australasia/Pacific. He has also served as Vice President
Finance for a subsidiary of Olympia and York Inc., as well as Chief Financial
Officer International, for Carlson Companies, Inc., in Minneapolis and Chicago.
He is a member of the Chartered Institute of Management Accountants, London.

(d) Involvement in Certain Legal Proceedings

None.

(e) Compliance with Section 16 (a) of the Securities Exchange Act of 1934.

      Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company by each person who, at any time during the fiscal year
ended September 30, 1997, was a director, executive officer or beneficial owner
of more than 10% of the Company's Common Stock with respect to the fiscal year
ended September 30, 1997 and Forms 5 and amendments thereto furnished to the
Company by such persons with respect to such fiscal year, and any written
representations from such persons that no other reports were required for such
persons, the Company believes, except as described below, that during and with
respect to the fiscal year ended September 30, 1997, all filing requirements
under Section 16(a) of the 1934 Act, applicable to its directors, executive
officers and the beneficial owners of more than 10% of the Company's Common
Stock were complied with.

      In January 1998, Mr. Vittoria filed Forms 4 reflecting transactions during
the months of October and November 1997. Also in January 1998, Mr. Vittoria
filed a Form 5 with respect to the fiscal year ended September 30, 1997 which
form was due on November 14, 1997. To the best of the Company's knowledge Mr.
Vittoria is now current in his filings.


                                       29
<PAGE>

      Mr. Guinan is not current with respect to his filing obligations under
Section 16(a) of the 1934 Act. Mr. Guinan last filed a Form 4 in July, 1996 and
is in the process of bringing his filings up to date.

Item 11 - Executive Compensation

      Summary Compensation Table

      The following Summary Compensation Table sets forth the total compensation
      (including salary, bonus and all other forms of annual and long-term
      compensation) paid to or accrued by the Company during the fiscal years
      1997, 1996 and 1995 for the Chief Executive Officer and the current
      executive officers of the Company who earned over $100,000 during the
      Company's last fiscal year (the "Named Executives").

      Mr. Guinan is the Chairman and Chief Executive Officer and Mr. Harrison is
      the President and Secretary of the Company. During fiscal year 1997, no
      officer of the Company, other than Mr. Guinan and Mr. Harrison, earned
      more than $100,000.

<TABLE>
<CAPTION>
                                                                 Long-Term
                                                   Annual      Compensation
                                                Compensation      Awards
                                                ------------      ------
                                                                                 All other
      Name and Principal Position     Year         Salary      Options/SAR's    compensation
      ---------------------------     ----         ------      -------------    ------------
      <S>                           <C>          <C>                 <C>          <C>   
      Edward J. Guinan III          1997         $162,000(1)         0            38,472
        Chairman and Chief          1996          158,000(2)         0            22,925(3)
        Executive Officer           1995          160,000(4)         0              0
      Paul L. Harrison              1997         $137,700(1)         0              0
        President                   1996          126,400(2)         0              0
                                    1995          128,000(4)         0              0
</TABLE>

      (1)   Based upon an exchange rate of(pound)1 to $1.621.
      (2)   Based upon an exchange rate of(pound)1 to $1.536.
      (3)   Represents reimbursement of travel and entertainment expenses.
      (4)   Based upon an exchange rate of (pound)1 to $1.60.

      Option/SAR Grants During Fiscal 1997

            No option grants were made by the Company during the fiscal year
      ended September 30, 1997 to any of the Named Executives.

      Year End Option Values Table

      The following table sets forth information at September 30, 1997,
      concerning exercisable and non exercisable options held by the Named
      Executives. During fiscal 1997, none of the Named Executives exercised any
      options. The table also includes the value of "in-the-money" options which
      represents the spread between the exercise price of the existing stock
      options and the price of the


                                       30
<PAGE>

      Common Stock on September 30, 1997 which was $1 3/8.

<TABLE>
<CAPTION>
                                                 Number of Securities        Value of      
                                                      Underlying           Unexercised
                                                      Unexercised           In-the-Money
                            Shares                 Options at Fiscal     Options at fiscal
                           Acquired       Value        Year-End(#)           Year-End($)
                          on Exercise   Realized    Exercisable(E)/       Exercisable(E)/
      Name                    (#)         ($)       Unexercisable(U)      Unexercisable(U)
      ------------------------------------------------------------------------------------
      <S>                      <C>         <C>           <C>                   <C>
      Edward J. Guinan         0           0             0/0                   0/0

      Paul L. Harrison         0           0           800,000/0               0/0
</TABLE>

      Employment Agreements

            Mr. Guinan and Mr. Harrison have each entered into employment
      agreements ("Employment Agreements") with the Company, effective May 26,
      1994 ("Effective Date"). The Employment Agreements provide for an initial
      term of three years, with one year renewals thereafter unless terminated
      by either party and for restrictions on confidentiality and
      non-competition during the term and for a period of two years thereafter.
      Mr Guinan's contract provides for a salary of $100,000 per annum and
      participation in executive benefit programs and Mr. Harrison's provides
      for a salary of (pound)80,000. Mr. Harrison's original contract also
      provided for the issuance of non-transferable options to purchase 800,000
      shares of Common Stock at $1 per share vesting 50% on May 9, 1995 and the
      balance on May 9, 1996, and participation in executive benefit programs.
      Mr. Guinan and Mr. Harrison may be discharged for cause including failure
      or refusal to perform their respective duties, dishonesty, conviction of a
      felony or fraud, failure adequately to perform their services, engagement
      in acts detrimental to the Company, material breach of their respective
      Employment Agreements, disability or death. Mr. Guinan is also employed by
      Transmedia Europe and Advance. Mr. Guinan is required to devote sufficient
      time to the business of the Company in his discretion. On March 2, 1998,
      Mr. Guinan entered into a new three year employment agreement
      substantially similar to the prior employment agreement except for (i)
      reducing his salary to (pound)50,000 per annum (50% of his previous
      salary) and (ii) providing for the granting of 2,500,000 options, subject
      to stockholder approval.

      Stock Option Plans

      Effective May 2, 1994, the Company adopted the 1994 Stock Option Plan
      ("the 1994 Plan"). The purpose of the 1994 Plan is to attract and retain
      personnel of the highest caliber and provide increased incentives for
      officers, and employees to promote the well-being of the Company.

      The 1994 Plan authorizes the granting of incentive stock options or
      non-qualified stock options of Common Stock, subject to adjustment in the
      event of stock splits, stock dividends, recapitalizations, mergers,
      reorganizations, exchanges of shares and other similar changes affecting
      the issued Common Stock. Unless sooner terminated, the 1994 Plan expires
      on April 1 2004. Officers, employees and other independent contractors who
      perform services for the Company or any of its subsidiaries are eligible
      to receive options. The 1994 Plan is administered by the Board of
      Directors (or a committee appointed by it), which determines the persons
      to whom awards will be granted, the number of awards to be granted and the
      specific terms of each grant, subject to the provisions of the


                                       31
<PAGE>

      1994 Plan. Under the 1994 Plan, no option may be granted having an
      exercise price which is less than the fair market value of the Common
      Stock on the date of grant.

      Effective May 25, 1994 in connection with the Employment Agreement of Paul
      Harrison, the Company granted non-transferable options to purchase 800,000
      shares of Common Stock at $1 per share, all of which are vested.

      In January 1996, the Company's Board of Directors approved, and on April
      25, 1996 the Company's stockholders approved, the 1995 Outside Directors
      Stock Option Plan (the "Outside Directors Plan"). The purpose of the
      Outside Directors Plan is to attract and retain the services of
      experienced and knowledgeable independent directors. The Outside Directors
      Plan provides for automatic granting to each non-employee director of the
      Company on each January 1, commencing January 1, 1996, of stock option for
      10,000 shares of Common Stock, and that Mr. Vittoria and another
      non-employee director who subsequently resigned each would receive
      thereunder options covering 20,000 shares with respect to prior services
      on the Board. The maximum number of shares of Common Stock which may be
      issued under the Outside Directors Plan is 300,000, which amount is
      subject to adjustment in the event of stock splits, stock dividends,
      recapitalizations, mergers, reorganizations, exchanges of shares and other
      similar changes affecting the Company's issued Common Stock. Each option
      issued under the Outside Directors Plan will be exercisable by the
      optionee for a period of five years from the date of the grant. Unless
      sooner terminated, the Outside Directors Plan expires on January 11, 2006.
      The Outside Directors Plan is administered by the Company's employee
      directors. Options granted under the Outside Directors Plan will have an
      exercise price equal to the fair market value of the Common Stock on the
      last date preceding the date of grant. As of January 30, 1998, 40,000
      options have been granted under the Outside Directors Plan.

Item 12 - Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth information as to the number of shares of
      Common Stock beneficially owned as of January 30, 1998 by (i) each
      beneficial owner of more than five percent of the outstanding Common
      Stock, (ii) each current Named Executive and director and (iii) all
      current executive officers and directors of the Company as a group. All
      shares are owned both of record and beneficially unless otherwise
      indicated. Unless otherwise indicated, the address of each beneficial
      owner is c/o Transmedia Asia Pacific, Inc. 11 St. James's Square, London
      SW1Y 4LB, England.

              Number and Percentage of Shares of Common Stock Owned
              -----------------------------------------------------

Name and Address                            Shares Owned      Percentage Owned
----------------                            ------------      ----------------

FAI Overseas Investment Pty
77 Pacific Highway
Sydney, Australia 2059                    3,058,799(2)(8)          16.6%

Edward J. Guinan III                      5,695,550(3)(4)          31.0%

Paul L. Harrison                            987,500(5)              5.4%

Joseph V. Vittoria                        1,496,969(6)(7)(9)        8.1%

All directors and officers as a group


                                       32
<PAGE>

(four persons as a group)                 8,180,019(2) to (9)      46.1%

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

      (1)   Based on 16,596,095 shares of Common Stock outstanding on February
            27, 1998.
      (2)   Includes 297,619 shares of Common Stock issuable upon exercise of
            warrants.
      (3)   Includes the 450,000 shares of Common Stock owned by Conestoga
            Partners II Inc. ("Conestoga") which Mr. Guinan may be deemed to
            beneficially own. Mr. Guinan is a director and the President and
            Chief Executive Officer of Conestoga and owns 75% of the outstanding
            capital stock thereof.
      (4)   Includes 800,000 shares of Common Stock placed in trusts set up for
            Mr. Guinan's children and certain other shares for which Mr. Guinan
            disclaims beneficial ownership and 158,050 shares of Common Stock
            owed by International Advance, Inc. ("Advance") which Mr. Guinan may
            be deemed to beneficially own. Mr. Guinan is a director, President,
            Chief Executive Officer and the controlling stockholder of Advance.
            Does not include 93,750 shares of Common Stock owned by Edward J.
            Guinan Jr., Mr. Guinan's father, of which Mr. Guinan disclaims
            beneficial ownership.
      (5)   Includes 800,000 shares of Common Stock issuable on exercise of
            options. Does not include 226,858 shares of Common Stock owned by
            Conestoga, of which Mr. Harrison is a director and minority
            shareholder, of which he disclaims beneficial ownership.
      (6)   Includes 40,000 shares of Common Stock issuable upon exercise of
            options.
      (7)   Includes 138,596 shares of Common Stock issuable upon exercise of
            warrants issued in connection with the acquisition of the Company's
            interest in Countdown.
      (8)   Includes 335,723 shares of Common Stock issuable upon exercise of
            share warrants issued in connection with the August 1997 private
            placement.
      (9)   Includes 167,893, shares of Common Stock issuable upon exercise of
            share warrants issued in connection with the August 1997 private
            placement.

Item 13 - Certain Relationships and Related Transactions

      In April 1997, the Company entered into an agreement with Mr. Joseph
      Vittoria, a director and shareholder of the Company, whereby Mr. Vittoria
      advanced the sum of $1,000,000 as a loan to the Company for the cash
      portion of the purchase of Countdown Holdings Limited ("Countdown"). The
      loan was originally scheduled to mature on September 27, 1997, bears
      interest at 12% per annum, and is collateralised by a pledge of all the
      shares in Countdown purchased by the Company from Mr. C.E.C. Radbone, the
      former owner. The loan was renewed, upon maturity, by agreement between
      the Company, and Mr. Joseph V. Vittoria.

      During fiscal 1997, the Company received a net payment of $1,240,000 from
      Transmedia Europe in repayment of temporary funding. In fiscal 1997,
      management expenses of $892,566 were charged from Transmedia Europe on
      behalf of the Company. The $254,134 balance as of September 30, 1997 due
      to Transmedia Europe from the Company is non-interest bearing and is
      repayable on demand. Messrs. Guinan, Vittoria, Harrison and Freyer are
      also directors of Transmedia Europe. See "Directors and Executive Officers
      of Registrant." In April 1997 and December 1997, the Company and
      Transmedia Europe engaged in two significant acquisitions. See "Item 1.
      Business - Countdown Business and - NHS Acquisition." In January 1998, a
      letter of intent was signed on behalf of the Company and Transmedia Europe
      to acquire another company. In connection therewith, Mr. Edward Guinan
      tendered shares of Common Stock of the Company and Transmedia Europe held
      personally by him towards the deposit.

      Mr. Joseph V. Vittoria, a director and shareholder of the Company, and FAI
      Overseas Investment Pty Ltd., a principal shareholder of the Company,
      purchased respectively 181,355 and 362,600 shares of Common Stock of the
      Company (and 60,445 and 120,866 warrants respectively) in the Company's
      Private Placement which was completed in December 1997. In addition, Mr.
      Vittoria and FAI Overseas Investments Pty Ltd were granted 107,248 and
      214,857 warrants respectively in exchange for their agreement to purchase
      on a standby basis a portion of the shares in the Private Placement.


                                       33
<PAGE>

      In November of 1997, the Company, jointly with Transmedia Europe, signed a
      letter of intent to purchase a company in the United States engaged in
      certain discount programs. In connection with the acquisition which is
      scheduled to close in September 1998, 200,000 shares of the Company's
      common stock owned by Mr. Guinan have been transferred to the sellers as a
      non-refundable deposit. On closing, the Company will reimburse Mr. Guinan
      for such issuance by the issuance of the same number of shares to Mr.
      Guinan that were tendered as a deposit.

                                     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 Schedules:

             I.  Consolidated Financial Statements for significant associate
                 Countdown Holdings Limited
             II. Schedule of Qualifying Accounts

      (a)(3) Exhibits:

             (i) Agreement dated December 23, 1997 between Airtours Holidays
                 Limited and Countdown

      (b) Reports on Form 8-K.

             None.


                                       34
<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 15, 1999       /s/ Edward J. Guinan III
                             --------------------------------------------
                             Edward J. Guinan III
                             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 15, 1999       /s/ Edward J. Guinan III
                             ---------------------------------------------
                             Edward J. Guinan III
                             Chairman, Chief Executive Officer and
                             Director
                             (Principal Executive Officer)


Date: January 15, 1999       /s/ Paul L. Harrison
                             ---------------------------------------------
                             Paul L. Harrison
                             President, Acting Chief Financial Officer
                             and Director
                             (Principal Accounting Officer)


Date: January 15, 1999       /s/ Carl Freyer
                             ---------------------------------------------
                             Carl Freyer
                             Director


Date: January 15, 1999       /s/ Joseph Vittoria
                             ---------------------------------------------
                             Joseph Vittoria
                             Director

<PAGE>

                                                                      Schedule 1

COUNTDOWN HOLDINGS LIMITED

Report of the auditors

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

To the shareholders of Countdown Holdings Limited

      We have audited the accompanying consolidated balance sheet of Countdown
      Holdings Limited and subsidiaries as of 30 September 1997 and consolidated
      profit and loss account for the year ended 30 September 1997 and month
      ended 30 September 1996.

      Respective responsibilities of directors and auditors

      The company's directors are responsible for the preparation of the
      financial statements. It is our responsibility to form an independent
      opinion, based on our audit, on those statements and to report our opinion
      to you.

      Basis of opinion

      We conducted our audit in accordance with generally accepted auditing
      standards in the United Kingdom which are substantially similar to and do
      not differ in any material respect from auditing standards generally
      accepted in the United States of America. An audit includes examination,
      on a test basis, of evidence relevant to the amounts and disclosures in
      the financial statements. It also includes an assessment of the
      significant estimates and judgements made by the directors in the
      preparation of the financial statements, and of whether the accounting
      policies are appropriate to the company's circumstances, consistently
      applied and adequately disclosed.

      We planned and performed our audit so as to obtain all the information and
      explanations which we considered necessary in order to provide us with
      sufficient evidence to give reasonable assurance that the financial
      statements are free from material misstatement, whether caused by fraud or
      other irregularity or error. In forming our opinion we also evaluated the
      overall adequacy of the presentation of information in the financial
      statements.

      Fundamental uncertainty

      In forming our opinion, we have considered the adequacy of the disclosures
      made in note 1 to the financial statements concerning the uncertainty
      about the continuing support of the company's bankers and the ability of
      the major shareholders Transmedia Europe Inc and Transmedia Asia Pacific
      Inc to continue to provide financial support. Our opinion is not qualified
      in this respect.

      Opinion

      In our opinion the financial statements give a true and fair view of the
      state of affairs of the company and its subsidiaries as at 30 September
      1997 and of its result for the year ended 30 September 1997 and month
      ended 30 September 1996 in conformity with generally accepted accounting
      principles.

      BDO STOY HAYWARD
      Chartered Accountants
       and Registered Auditors
      London

      13 February 1998


                                       1
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Consolidated profit and loss account for the period ended 30 September 1997

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

<TABLE>
<CAPTION>
                                                                                              As restated
                                                          Year ended        Month ended       Year ended
                                                Note  30 September 1997  30 September 1996  31 August 1996
                                                           (pound)            (pound)           (pound)
<S>                                              <C>      <C>                 <C>              <C>      
Turnover                                                  4,734,863           394,572          4,949,539
                                                                                           
Cost of sales                                             2,960,839           246,737          2,988,184
                                                         ----------        ----------         ----------
                                                                                           
Gross profit                                              1,774,024           147,835          1,961,355
                                                                                           
Net operating expenses                                    2,376,732           198,061          2,171,398
                                                         ----------        ----------         ----------
                                                                                           
Operating loss                                             (602,708)          (50,226)          (210,043)
                                                                                           
Share of affiliates loss                                         --                --            (21,500)
Interest receivable                                              --                                  157
Interest payable and similar charges                         53,232             4,436             27,311
                                                         ----------        ----------         ----------
                                                                                           
Loss on ordinary activities before taxation       2        (655,940)          (54,662)          (258,697)
                                                                                           
Tax on loss on ordinary activities                3           8,408                --             26,738
                                                         ----------        ----------         ----------
                                                                                           
Loss for the period                              14        (647,532)          (54,662)          (231,959)
                                                         ==========        ==========         ==========
</TABLE>

All amounts relate to continuing activities.
All recognized gains and losses are included in the profit and loss account. 
The loss for the period represents the movement in shareholders' funds.

The notes on pages 6 to 14 form part of these financial statements.


                                       2
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Consolidated balance sheet at 30 September 1997

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

<TABLE>
<CAPTION>
                                                                                      As restated
                                                  Note    30 September 1997          31 August 1996
                                                        (pound)       (pound)     (pound)      (pound)
<S>                                                 <C> <C>         <C>           <C>           <C>    
Fixed assets
  Intangible assets                                 4                  284,138                   300,355
  Tangible assets                                   5                  311,378                   512,341
                                                                   -----------                ----------

                                                                       595,516                   812,696

Current assets
  Stocks                                            6     129,950                   138,175             
  Debtors                                           7     403,518                   538,396             
  Cash at bank and in hand                                 26,663                    71,443             
                                                       ----------                ----------

                                                          560,131                   748,014             
Creditors: amounts falling due
 within one year                                    8   1,719,602                 1,365,927             
                                                       ----------                ----------

Net current liabilities                                             (1,159,471)                 (617,913)
                                                                   -----------                ----------

Total assets less current liabilities                                 (563,955)                  194,783

Creditors: amounts falling due
 after more than one year                           9                  (26,691)                  (83,235)
                                                                   -----------                ----------

                                                                      (590,646)                  111,548
                                                                   ===========                ==========

Capital and reserves
  Called up share capital                          13                  500,000                   500,000
  Profit and loss account                                           (1,090,646)                 (388,452)
                                                                   -----------                ----------

Shareholders' funds - equity                       14                 (590,646)                  111,548
                                                                   ===========                ==========
</TABLE>

The financial statements were approved by the Board on 13 February 1998

P Harrison
Director

The notes on pages 6 to 14 form part of these financial statements.


                                       3
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Statement of cash flows

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

<TABLE>
<CAPTION>
                                                                         As restated
                                                        Year ended        Month ended       Year ended
                                                    30 September 1997  30 September 1996  31 August 1996
                                                          (pound)           (pound)           (pound)
<S>                                                      <C>                <C>              <C>      
Cash flows from operating activities
  Net loss                                               (647,532)          (54,662)         (231,959)
                                                                                           
Adjustments to reconcile net loss to net cash                                              
 provided by operating activities:                                                         
  Depreciation and amortization charges                   290,494            24,208           100,231
  Income taxes receivable                                  28,763                --           (28,763)
  Profit on sale of plant and equipment                   (11,447)               --           (15,056)
                                                                                           
Net changes in operating assets and liabilities:                                           
  Increase in payables                                    215,004                --            44,859
  Decrease in receivables                                 106,115                --            40,707
  Decrease in inventories                                   8,225                --            67,320
  Other, net                                                   --                --             3,180
                                                         --------          --------          --------
                                                                                           
Net cash used by operating activities                     (10,378)          (30,454)          (19,481)
                                                         --------          --------          --------
Cash flows from investing activities                                                       
  Additions to plant and equipment                        (59,954)               --           (37,246)
  Proceeds from disposition of plant and equipment         15,096                --            20,832
  Net cash paid for affiliate company                          --                --           (21,500)
  Net cash received on acquisition of subsidiary               --                --            90,492
                                                         --------          --------          --------
Net cash (used in)/provided by investing                                                   
 activities                                               (44,858)               --            52,578
                                                         --------          --------          --------
Cash flows from financing activities                                                       
  Finance lease repayments                                (19,703)               --           (21,272)
                                                         --------          --------          --------
                                                                                           
Net cash used by financing activities                     (19,703)               --           (21,272)
                                                         --------          --------          --------
Net (decrease)/increase in cash and cash                                                   
 equivalents                                              (74,939)          (30,454)           11,825
                                                                                           
Cash and cash equivalents at beginning of year           (337,981)         (307,527)         (319,352)
                                                         --------          --------          --------
                                                                                           
Cash and cash equivalents at end of year                 (412,920)         (337,981)         (307,527)
                                                         ========          ========          ========
Supplemented disclosure of cash flow                                                       
 information:                                                                              
  Interest paid during the year                            48,091             4,007            23,632
  Income taxes (received)/paid during the year            (37,171)               --             2,631        
                                                         ========          ========          ========
</TABLE>

The notes on pages 6 to 14 form part of these financial statements.


                                       4
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30
September 1997

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

1. Accounting policies

      The financial statements have been prepared under the historical cost
      convention and are in accordance with applicable accounting standards. The
      following principal accounting policies have been applied:

      Basis of accounting - going concern

            The group sustained a net loss for the period as well as for the two
            preceding years, and as a consequence, net assets have been
            depleted. Furthermore, the group had net current liabilities at the
            balance sheet date and has incurred losses subsequently.

            During the period the company was acquired by Transmedia Europe,
            Inc. and Transmedia Asia Pacific, Inc.

            The financial statements have been prepared on the going concern
            basis which assumes that the company will continue in operational
            existence for the foreseeable future.

            The validity of this assumption depends upon the financial support
            of Transmedia Europe, Inc. and Transmedia Asia Pacific, Inc., the
            continued support of the company's bankers and a return to
            profitable trading.

            The nature and stage of development of Transmedia Europe Inc.'s
            operations are such that there will be the need for significant
            additional funding requirements over the next twelve months.
            Transmedia Europe, Inc. and its related company, Transmedia Asia
            Pacific, Inc. are immediately seeking to raise $1.0m and require an
            additional amount of approximately $8.25m to fund planned and
            potential acquisitions.

            Transmedia Europe, Inc. has indicated that it is confident that
            Transmedia Europe, Inc. and Transmedia Asia Pacific, Inc. will be
            able to raise the funds necessary to continue the group's operations
            for the foreseeable future and, subject to it being able to raise
            adequate additional funding, it is its intention to provide
            continuing financial support to the company. However, inherently,
            there can be no certainty in relation to the raising of future
            finance.

            On the basis of the cash flow information and the assurances
            received from the directors of the company's parent company, the
            directors consider that the company and group will be provided with
            sufficient funds available to it to enable it to operate for the
            foreseeable future.

            The financial statements do not include any adjustments that would
            result if the parent company is unable to raise additional funds.

      Turnover

            Turnover represents the invoiced value of goods and services
            supplied, and membership fees.

            Membership fees are recognized as revenue in equal monthly
            installments over the membership period.


                                       5
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30
September 1997 (Continued)

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

1. Accounting policies (Continued)

      Subscription income - change in accounting policy

            The receipts basis of accounting was amended during the year ended
            September 30, 1997 to a deferred basis to align the accounting
            policy with that of the parent. Refer to note 14 for the impact of
            this change on prior periods.

      Long-lived assets

            Long-lived assets, such as property, plant and equipment and
            intangibles, are evaluated for impairment when events or changes in
            circumstances indicate that the carrying amount of the assets may
            not be recoverable through the estimated undiscounted future cash
            flows from the use of these assets. When any such impairment exists,
            the related assets will be written down to fair value. An impairment
            write-down of (pound)206,220 was recorded for the year ended 30
            September 1997 (month ended 30 September 1996 - (pound)Nil; year
            ended 31 August 1996 - (pound)Nil).

      Depreciation

            Depreciation is provided to write off the cost, less estimated
            residual values, of all fixed assets, except freehold land and some
            freehold buildings, evenly over their expected useful lives. It is
            calculated at the following rates:

               Freehold property   - 2% on cost
               Plant and equipment - 25% on written down value
               Leasehold property  - over the life of the lease

      Stocks

            Stocks are valued at the lower of cost and net realizable value.

      Deferred taxation

            Provision is made for timing differences between the treatment of
            certain items for taxation and accounting purposes, to the extent
            that it is more likely than not that a liability or asset will be
            realized.

      Leased assets

            Where assets are financed by leasing agreements that give rights
            approximating to ownership ('finance leases'), the assets are
            treated as if they had been purchased outright. The amount
            capitalized is the present value of the minimum lease payments
            payable during the lease term. The corresponding leasing commitments
            are shown as amounts payable to the lessor. Depreciation on the
            relevant assets is charged to the profit and loss account.

            Lease payments are analyzed between capital and interest components
            so that the interest element of the payment is charged to the profit
            and loss account over the period of the lease and represents a
            constant proportion of the balance of capital repayments
            outstanding. The capital part reduces the amounts payable to the
            lessor. All other leases are treated as operating leases. Their
            annual rentals are charged to the profit and loss account on a
            straight-line basis over the term of the lease.


                                       6
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30 September
1997 (Continued)

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

1. Accounting policies (Continued)

      Pension costs

            Contributions to the company's defined contribution pension scheme
            are charged to the profit and loss account in the year in which they
            become payable.

      Goodwill

            Goodwill arising on consolidation is shown in the balance sheet
            under intangible assets and is amortized on a straight line basis
            over its expected economic life of 20 years.

      Investments

            Fixed asset investments are stated at cost less provision for any
            permanent diminution in value.

      Basis of consolidation

            The group financial statements consolidate the financial statements
            of the company and all its subsidiaries made up to 30 September 1997
            using the acquisition method of accounting.

      Foreign currencies

            Assets and liabilities expressed in foreign currencies are
            translated into sterling at the rate of exchange ruling at the
            balance sheet date. Transactions in foreign currencies are
            translated into sterling at the rate of exchange ruling at the date
            of the transaction. Exchange differences are taken into account in
            arriving at the operating profit.

2. Loss before taxation

<TABLE>
<CAPTION>
                                                                                       As restated
                                                    Year ended        Month ended       Year ended
                                                30 September 1997  30 September 1996  31 August 1996
                                                      (pound)          (pound)            (pound)
<S>                                                    <C>                <C>             <C>  
      The operating loss is stated after
       charging/(crediting):

        Amortization of goodwill                        14,970            1,247            6,995
        Depreciation of tangible assets: Owned         266,044           22,171           77,492
                                         Leased          9,480              790           15,744
        Auditors' remuneration: Audit fee               21,630            1,802           19,660
                                Non-audit fee            5,144              429           33,745
        (Profit) on disposal of fixed assets           (11,447)              --          (15,056)
                                                      ========         ========         ========
</TABLE>


                                       7
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30 September
1997 (Continued)

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

3. Taxation

<TABLE>
<CAPTION>
                                                                                          As restated
                                                       Year ended        Month ended       Year ended
                                                   30 September 1997  30 September 1996  31 August 1996
                                                         (pound)            (pound)          (pound)
<S>                                                        <C>                  <C>           <C>   
      The tax credit/(charge) on loss on ordinary                                           
       activities for the period was as follows:                                            
                                                                                            
        Corporation tax at 33%                                                              
         (1996 - 25% and 33%)                              2,087                --            26,759
        Overseas taxation                                  6,321                --               (21)
                                                         -------           -------           -------
                                                                                            
                                                           8,408                --            26,738
                                                         =======           =======           =======
</TABLE>

      Tax losses carried forward at 30 September 1997 amounted to (pound)477,658
      (1996 - (pound)91,047). A full valuation provision has been made against
      deferred tax assets related to these tax losses due to uncertainties
      regarding the realization of the related tax benefits in future years.

4.  Intangible fixed assets
                                                                    Goodwill on
                                                                   consolidation
                                                                      (pound)

    Group

      Cost
        At 1 September 1996 and at 30 September 1997                  324,350
                                                                      -------
      Amortization
        At 1 September 1996                                            23,995
        Charge for period                                              16,217
                                                                      -------

        At 30 September 1997                                           40,212
                                                                      -------
      Net book value
        At 30 September 1997                                          284,138
                                                                      =======

        At 31 August 1996                                             300,355
                                                                      =======


                                       8
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30
September 1997 (Continued)

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

5. Tangible fixed assets

<TABLE>
<CAPTION>
                                                        Short
                                         Freehold     leasehold    Plant and
                                         buildings     property    equipment      Total
                                          (pound)      (pound)      (pound)      (pound)
<S>                                        <C>           <C>         <C>         <C>      
    Group

      Cost

        At 1 September 1996                257,612       46,406      926,589     1,230,607
        Additions                               --           --      101,171       101,171
        Disposals                               --           --      (40,339)      (40,339)
                                        ----------   ----------   ----------    ----------

        At 30 September 1997               257,612       46,406      987,421     1,291,439
                                        ----------   ----------   ----------    ----------

      Depreciation

        At 1 September 1996                 38,573        3,275      676,418       718,266
        On disposals                            --           --      (36,690)      (36,690)
        Charge for the period               69,039       43,131      186,315       298,485
                                        ----------   ----------   ----------    ----------

        At 30 September 1997               107,612       46,406      826,043       980,061
                                        ----------   ----------   ----------    ----------

      Net book value

        At 30 September 1997 - Owned       150,000           --      125,843       275,843
                             - Leased           --           --       35,535        35,535
                                        ----------   ----------   ----------    ----------

                                           150,000           --      161,378       311,378
                                        ==========   ==========   ==========    ==========

        At 31 August 1996 - Owned          219,039       43,131      201,587       463,757
                          - Leased              --           --       48,584        48,584
                                        ----------   ----------   ----------    ----------

                                           219,039       43,131      250,171       512,341
                                        ==========   ==========   ==========    ==========
</TABLE>


                                       9
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30
September 1997 (Continued)

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

6. Stocks

                                               30 September 1997  31 August 1996
                                                     (pound)          (pound)

    Group

      Cards and books                                 77,563          75,596
      Store discount vouchers                         52,387          62,579
                                                     -------         -------
                                                                   
                                                     129,950         138,175
                                                     =======         =======
                                                                   
7. Debtors                                                         
                                                                   
      Trade debtors                                  284,174         350,581
      Other debtors                                   40,867          56,318
      Amount due from associated undertaking              --             952
      Taxation recoverable                                --          28,763
      Prepayments and accrued income                  78,477         101,782
                                                     -------         -------
                                                                   
                                                     403,518         538,396
                                                     =======         =======
                                                                    
      The amounts above fall due for payment in less than one year.

8. Creditors: amounts falling due within one year

Bank loan and overdrafts (note 10)                   439,583         378,970
Trade creditors                                      707,752         356,883
Amounts owed to subsidiary undertakings                   --              --
Amounts owed to associated companies                  28,181              --
Obligations under finance leases and                               
 hire purchase agreements (note 11)                   22,761          19,703
Social security and PAYE                              34,116          95,296
Other creditors and accruals                         487,209         515,075
                                                   ---------       ---------
                                                                   
                                                   1,719,602       1,365,927
                                                   =========       =========


                                       10
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30 September
1997 (Continued)

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

9. Creditors: amounts falling due after more than one year

                                               30 September 1997  31 August 1996
                                                    (pound)          (pound)

      Obligations under finance leases
       and hire purchase agreements (note 11)        26,691            8,235
      Other creditor                                      -           75,000
                                                   --------         --------

                                                     26,691           83,235
                                                   ========         ========

10. Bank loans and overdrafts

      The aggregate amount of bank loans and overdrafts is as follows:

      Falling due within one year:
        Bank overdraft                              340,265          269,902
        Bank loan                                    99,318          109,068
                                                   --------         --------

                                                    439,583          378,970
                                                   ========         ========

      The bank loan is secured by a fixed charge over the freehold property. The
      bank overdraft is secured by a fixed charge over the book debts and a
      floating charge on the other assets of the group.

11. Obligations under finance leases
                                               30 September 1997  31 August 1996
                                                    (pound)          (pound)

      The finance lease payments are as follows:

        Under one year                               27,570           21,788
        In the second to fifth year inclusive        28,982            8,537
                                                    -------          -------

                                                     56,552           30,325
        Less: Amount representing future finance 
         charges                                     (7,100)          (2,387)
                                                    -------          -------

                                                     49,452           27,938
                                                    =======          =======


                                       11
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30 September
1997 (Continued)

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

12. Leases

      The group leases contain office space under lease agreements.

      Future minimum lease payments under non-cancelable operating leases as of
      30 September 1997 were:

                                                                         (pound)

        Year ending 30 September 1998                                     5,320
                                 1999                                     5,320
                                 2000                                     5,320
                                 2001                                     5,320
                                 2002                                     5,320
        Thereafter                                                      100,000
                                                                        =======

13. Called up share capital

<TABLE>
<CAPTION>
                                                   30 September 1997   31 August 1996
                                                        (pound)           (pound)
<S>                                                      <C>             <C>    
      Authorized, issued, called up and fully paid
        500,000 Ordinary shares of (pound)1 each         500,000          500,000
                                                         =======         ========

14. Reconciliation of shareholders' funds                                 (pound)

      Shareholders funds
        As previously reported at 1 September 1995                        457,247
        Prior year adjustment (see below)                                (113,740)
                                                                         --------

        As restated at 1 September 1995                                   343,507
        Loss for the year ended 31 August 1996 (restated)                (231,959)
                                                                         --------

        Balance at 31 August 1996                                         111,548
        Loss for the month ended 30 September 1996 (restated)             (54,662)
                                                                         --------

        Balance at 30 September 1996                                       56,886
        Loss for the year ended 30 September 1997                        (647,532)
                                                                         --------

        Balance at 30 September 1997                                     (590,646)
                                                                         ========
</TABLE>

      As stated in note 1 one of the company's subsidiaries, Countdown Plc,
      changed its accounting treatment of subscription income from recognition
      on a receipts basis to a deferred basis.


                                       12
<PAGE>

COUNTDOWN HOLDINGS LIMITED

Notes forming part of the financial statements for the period ended 30 September
1997 (Continued)

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

15. Related party transactions

      A subsidiary company has acquired a twenty year lease in respect of a
      property from The Countdown plc Self-administered Scheme. The director, Mr
      C E C Radbone, is the only member of this pension scheme. The current rent
      is (pound)100,000 per annum.

16. Pension commitments

      The group operates a defined contribution pension scheme. The assets of
      the scheme are held separately from those of the company. The cost of the
      contributions to the scheme are charged to the profit and loss account in
      the year in which they fall due. There were no amounts due at the balance
      sheet date (1996 - Nil).

17. Ultimate holding company

      On 3 April 1997, the entire share capital of Countdown Holdings Limited
      was acquired in an equal share by Transmedia Europe, Inc. and Transmedia
      Asia Pacific, Inc., companies incorporated in the USA.

      Due to the control exerted over Countdown Holdings Limited, by Transmedia
      Europe, Inc. Countdown Holdings Limited is treated as a subsidiary of that
      company. Therefore Transmedia Europe, Inc. is the parent of the largest
      and the smallest groups of which the company is a member.

      A copy of each of the holding companies accounts is available from the
      Companies' registered office.

Countdown Holdings Limited

Report and Financial Statements

Period ended

30 September 1997


                                       13
<PAGE>

                                                                     Schedule II

                          Transmedia Asia Pacific, Inc.
                                   Schedule II
                        Valuation and Qualifying Accounts
              For the Years ended September 30, 1997, 1996 and 1995

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
          Column A                Column B               Column C                Column D        Column E
                                                         Additions              Deductions      Balance at
                                                                                (describe)    End of Period
                                 Balance at      Charged to     Acquisition
                                Beginning of      Costs and         of
        Description                Period         Expenses     Subsidiaries

Allowance for Irrecoverable
     Restaurant Credits
<S>                               <C>              <C>                <C>         <C>           <C>   
            1995                   40,418               0             0                0         40,418
            1996                   40,418          79,344             0                0        119,762
            1997                  119,762               0             0           (5,152)(1)    114,610
-----------------------------------------------------------------------------------------------------------
</TABLE>

Note 1. Release of Provision no longer required