<PAGE>


                                    FORM 10-K/A
                                   AMENDMENT NO.1

                        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___________
                             COMMISION FILE NO. 0-26368
                                          
                                          

                           TRANSMEDIA ASIA PACIFIC, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN IT'S CHARTER)
                                          
                                          
  Delaware                                               13-3760219
(State or other jurisdiction of                       (I.R.S. Employer
incorporation of organization)                       Identification No.)
                                          
                                          
          11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND           
          (Address of principal executive offices) (zip code)
                                          
  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 items 1-13 inclusive.

<PAGE>


                                       PART I
                                          
Item 1 - Business

Background

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

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 lower central overhead and to increase operating
efficiency; and to formalise the existing commonality of management. The
proposed merger is subject to approval of the respective Boards, issuance of
fairness opinions by independent investment advisers and approval by
shareholders of both companies. Management has already announced that at such
time as the companies are merged, that the merged entity will be operated under
the name MemberTek International Inc.

Corporate Expansion

Following a review of the Company's operations, management identified the
opportunity to broaden the base of the businesses in order to exploit the
rapidly growing member benefit services industry. While the Transmedia program
provided the core business operating as an international discount dining charge
card, management has 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.


<PAGE>

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. See "-Countdown
Business". TME effectively controls the operations of Countdown and, as such,
Countdown's operations are accounted for on the equity method in the financial
statements of the Company included herein. 

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

Nationwide Helpline Services

On December 2, 1997 Transmedia Australia Holdings Pty Limited (`Transmedia
Australia'), a newly formed company owned equally by the Company and TME,
indirectly purchased 51% of the shares of common stock 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 shares
of common stock NHS. If this option is not taken, it could result in the loss of
the whole investment to date. See `NHS Acquisition'.

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

NHS's services are sold primarily on a wholesale basis to a wide range of major
corporations who typically brand the services under their own name, thereby
providing additional benefits to their own customer base. Management believes
that the acquisition of 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. 

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

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

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


<PAGE>

Transaction Illustration

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

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

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

<TABLE>
<CAPTION>

Name           Amount Received   Nature of Allocation
<S>            <C>               <C>
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.).

</TABLE>

Countdown Acquisition

On April 3, 1997, the Company purchased from Mr. C.E.C. Radbone 50% of the
outstanding capital stock of Countdown Holdings Limited, a privately owned
United Kingdom company based in London, England. Countdown, through its
wholly-owned subsidiary, Countdown plc, is an international provider of
membership discount services, offering lifestyle benefits and discounted
purchases of merchandise and services, to approximately 6,500,000 cardholders
distributed 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.

<PAGE>

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

The cash portion of the purchase price was funded by a $1,000,000 loan from a
director and stockholder of the Company.  The loan was originally scheduled to
mature on September 27, 1997, bears interest at a rate of 12% per annum, and has
been renewed by agreement between 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 connection with the loan, the Company issued to
the director and stockholder five-year warrants to purchase up to 138,596 shares
of Common Stock at $1.13 per share and granted piggyback registration rights
with respect to such shares.

Contemporaneously with the Acquisition, Countdown entered into an employment
agreement with Mr. Radbone pursuant to which Mr. Radbone was employed as
Managing Director of Countdown.  Upon consummation of the acquisition, Mr
Radbone was elected a director of the Company, and Messrs. Edward J. Guinan III
and Paul Harrison were elected directors of Countdown and Countdown Plc. On
January 16, 1998, Mr. C.E.C. Radbone resigned from the Board of Directors. 
Contemporaneously, his employment agreement, according to the terms of which he
had been serving as Managing Director of Countdown plc, a subsidiary of the
Company, was cancelled.  Mr. Radbone 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.

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 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
Countdown Acquisition, which consent was required by the terms of the master
license agreement from TMNI under which the Company operates its discount
restaurant charge card business. The transaction was described in more detail in
the Company's Form 8-K dated April 3, 1997 which is incorporated by reference
herein.


NHS Acquisition

On December 2, 1997, Transmedia Australia, a newly-formed company owned equally
by the Company and TME, indirectly through NHS Australia Pty Limited, purchased
in simultaneous transactions 51% of the shares of common stock of NHS, an
Australian company. The total purchase price for the transaction (including a
deposit of Aus.$ 345,000 = $226,974) is approximately Aus. $12,500,000
($6,578,950), Aus. $4,000,000 ($2,631,578) of which represents sign-on fees for
certain principals of NHS, and the balance of which represents amounts payable
to NHS in two tranches. The first tranche was paid on December 2, 1997 in the
form of cash, 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
($1,870,092)) is payable on January 31,1998 (which date may be extended by up to
90 days provided that interest will accrue during any such extension at 5% per
annum).

<PAGE>

The sign on fees are payable 50% on January 31, 1998 and the balance on June 30,
1998 (subject to extension of each instalment (with the exception of a portion
of the first instalment) by up to 90 days provided that interest will accrue on
the extended amounts at 5% per annum). 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 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 shares of common stock for an additional Aus. $2,497,655
($1,643,194) (less potential reductions). The option is exercisable at any time
through June 30,1998 (subject to extension for up to 90 days) provided that
interest will accrue on the exercise price during any such extension at 5% per
annum.  Failure to exercise this option during its term will give the NHS
principals the rights to repurchase Transmedia Australia's 51% interest for nil
consideration.  NHS is a provider of benefit packages for organizations with
large customer bases such as banks and insurance companies.  For a more detailed
discussion of the terms of this transaction, reference is made to the Company's
current report on Form 8-K dated December 2, 1997, which is incorporated by this
reference herein.

Employees

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

Competition

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

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

The Countdown membership benefit program, with over 6,500,000 members world-wide
and over 100,000 accepting merchants in 47 countries, provides a core of
business activity upon which the Company intends to build a more diversified
benefits program. Countdown competes directly with the discount programs offered
by many of the Company's competitors notwithstanding which it has achieved and
maintained dominant market positions in several countries through alliances with
influential local licensees and by reputation associated with 27 years of
trading.

<PAGE>

NHS is the largest membership benefits provider in Australia offering 5,000,000
members a diverse range of benefits including helpline, lifestyle and retail
products and services. NHS intends to maintain its dominant market position in
Australia through the acquisition of members and by adding to the range of
products and services being offered to members. The Company intends to
introduce, wherever possible, the benefits offered by NHS into its operations
through the global extension or duplication of existing programs.
     
Government Regulation

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

Important Factors Regarding Forward Looking Statements and Other Risks

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

Limited Operating History, Accumulated Deficit, No Assurance of Profitability

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


<PAGE>

License Obligations

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

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 move forward with 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 to
complete the proposed 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.

In relation to a loan made by a shareholder of $1,000,000 in connection with 
the countdown acquisition, although the loan has been renewed for an 
indefinite period, repayments may be demanded upon provision of 60 days 
notice. There is a risk that the Company will need to find additional funds 
to finance this repayment.

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, which will be applied in February
1998 for continued listing on Nasdaq, a company must maintain at least
$2,000,000 in net tangible assets, and a minimum bid price of $1 per share, and
adhere to certain corporate governance provisions.

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

<PAGE>

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

Restaurant Card Risk

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

Market Acceptance

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

<PAGE>

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

Dependence Upon Network

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

Dependence Upon Use of Charge Card Accounts

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

Operations Abroad

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

Although the Company plans to operate its business in the Licensed Territories
in a manner that is similar to Network's business in the United States, some
practices have been modified for local tax and other considerations. In certain
situations, the Company may be obligated to pay amounts to Network in
predetermined United States dollars even though revenues will be paid to the
Company in foreign currency. Therefore, fluctuations in currency could have an
adverse effect on the Company's profit margins. 

<PAGE>

The Company presently does not intend to engage in currency swaps or other
similar hedging contracts to offset possible losses, but may consider such
activities in the future. 

In addition, limitations on the transfer of funds from locations in the Licensed
Territories, and unfavourable economic or political developments in the Licensed
Territories, could have an adverse effect on the Company's operations or its
ability to exploit the License.

Dependence on Management

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

<PAGE>


No Dividends on Common Stock

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

Delaware Anti-Takeover Law

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

<PAGE>

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. 

<PAGE>

                                      PART II

Item 5 - Market for Registrant's Common 
Equity and Related Stockholder Matters

(a)  Market Information:  The Company's Common Stock $.00001 par value (the
     "Common Stock") is traded on Nasdaq Small Cap Market ("Nasdaq") under the
     symbol "MBTA".  The following table sets forth, for the periods indicated
     and as reported by Nasdaq, the high and low bid prices for shares of the
     Company's Common Stock.

<TABLE>
<CAPTION>

     Quarter ended                 High           Low
     --------------                ----           ---
     <S>                           <C>            <C>
     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
     December 31, 1997             1 3/8            1/2
     
     February 13, 1998             1 3/8          1/2

</TABLE>

     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 has 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.
In consideration for their agreement to purchase, on a standby basis, a certain
number of shares in the Private Placement, the Company agreed to issue to
certain holders of preferred stock of the Company three-year warrants to
purchase up to an aggregate of 327,656 shares of Common Stock at an exercise
price of $1 per share. The Private Placement was made pursuant to the exemption
from the registration requirement of the Securities Act of 1933, as amended,
afforded by Section 4(2) thereof and Regulation D promulgated thereunder.

<PAGE>
ITEM 6--SELECTED FINANCIAL DATA
 
    The following table sets forth a summary of selected financial data for each
of the last three fiscal years. This information should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements of the Company included in
this Report.
 
    In December 1997 the Company acquired an interest in NHS, whose results are
not reflectedherein but whose results will be consolidated in fiscal 1998 using
the purchase method of accounting.
 
INCOME STATEMENT DATA
 
<TABLE>
<CAPTION>
                                                                                              PERIOD MARCH 10,
                                                YEAR ENDED     YEAR ENDED     YEAR ENDED            1994
                                               SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,     (INCEPTION) TO
                                                   1997           1996           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 associated company........      (209,715)       --             --                 --
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)
</TABLE>
 
BALANCE SHEET DATA
 
<TABLE>
<CAPTION>
                                                                  AS AT SEPTEMBER 30
                                                                ----------------------
<S>                                                             <C>         <C>         <C>         <C>
                                                                   1997        1996        1995        1994
                                                                ----------  ----------  ----------  ----------
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
Numberof Participating Restaurants............................         274         430         330          25
Number of Company Cardholders.................................      36,800      18,000       9,000      --
</TABLE>
 

<PAGE>

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

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
General

The discussion and analysis of financial condition and results of operations
should be read in conjunction with the consolidated financial statements, the
related disclosures and the selected financial data.

The nature of the Company's Transmedia 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 joint venture
marketing partners have been predominantly large size organisations, with
lengthy internal procedures. Consequently preparing campaigns for launch and the
resulting anticipated growth in 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 discount services and in
December 1997 jointly acquired with  TME  an interest in NHS, the largest
provider of telephone helpline and lifestyle 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 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
Reorganisation 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. 

<PAGE>

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. This increase was
largely as a result of the Westpac Banking Corp. campaign launched in September
1996 and a novel marketing exercise in December 1996 with the Australian company
FAI Insurance ('FAI') as a joint marketing partner. The arrangement allows an
FAI customer, taking The Restaurant Card to reduce their insurance costs by the
25% saving on food and beverages purchased, net of taxes and service, received
from using The Restaurant Card. The Company decreased the number of Company
Participating Restaurants from 430 at September 30, 1996 to 274 at September 30,
1997. This decrease was as a result of the Company removing under-performing
restaurants from the program.

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.

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,
additional goodwill amortization of $276,445 to reflect a diminution in the
carrying value of the license based upon estimated future cash flows, $112,875
of costs relating to the termination agreement with Mr C.E.C. Radbone, a former
director of the Company, $242,012 of unrealised foreign exchange losses arising
on the restatement of the inter-company balance between the Company and
Transmedia Australia and the write off of the Hawaii option of $150,000. 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 realise
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

<PAGE>

The Company remains in a net operating loss carry forward position for income
tax purposes and no tax benefit has been recognised 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 Banking Corp.
campaign 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. campaign.

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 favourably 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 recognised 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 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.

<PAGE>

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 recognised
in the 1995 fiscal year.
     
Liquidity and Capital Resources

The Company requires substantial additional funds to move forward with 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 to
complete the proposed acquisitions of which $3,500,000 is required to complete
the funding 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 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.

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 to fund its losses, as well as provide capital for
the acquisition program, will depend on its ability to continue selling equity
securities and effecting the exercising of warrants (see "Consolidated Financial
Statements").

The Company was initially capitalised with 7,249,500 shares, after giving
retroactive effect to stock dividends. On May 26, 1994, TMAP issued and sold
4,565,790 shares of Common Stock of which: (i) 450,000 to Conestoga for
$450,000; (ii) 590,790 to Network, as partial consideration for the purchase of
the License; and (iii) 3,525,000 were sold to private investors in a private
placement at an offering price of $1 per share. Of the cash proceeds of
$3,525,000, $1,000,000 was paid to Network for further consideration (in
addition to the $250,000 paid to Network by Conestoga and reimbursed to
Conestoga by the Company) for the purchase of the License leaving a balance,
after costs, of $2,322,212 available to the Company for use as working capital
in respect of the utilization by the Company of its rights under the License. 

Initially such utilization has taken place in Australia through the Company's
wholly owned subsidiary, Transmedia Australia Pty Limited. In the future, the
Company may expand operations in other portions of the Licensed Territories
through wholly owned subsidiaries or through unaffiliated sublicensees and
franchisees. 

In April 1995, the Company completed a second private placement of 673,800
shares of Common Stock at a price of $3 per share. The net proceeds of such
private placement were used as working capital in respect of the utilization by
the Company of its rights under the License agreement. The net cash to the
Company from the second private placement of shares in April 1995 was
$1,892,656. 

In July 1996, the Company sold 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 purchasers were also issued warrants to purchase an
aggregate of 185,417 shares of common stock 

<PAGE>

at $2 per share. The net proceeds of
$1,097,500 were used to provide working capital to existing operations. 

Commencing August 1997 and terminating in December 1997, the Company 
completed 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.  For every three 
shares purchased, each purchaser will receive, for no additional 
consideration, a warrant to purchase one share of Common Stock at $1 per 
share."See Item 5. Market for Registrant's Common Equity and Related 
Stockholder Matters".

The Restaurant Credits are generally unsecured and are recoverable only as
Company Cardholders utilise The Restaurant Card at the respective Company
Participating Restaurant.  In a small number of cases, the Company may request a
personal guarantee from the owner.  Generally, no other forms of collateral or
security are obtained from restaurant owners.  Recovery of Restaurant Credits as
well as generation of gross profit from operations is strongly dependent upon
the frequency of use by existing Company Cardholders of The Restaurant Card.

On December 2, 1997, Transmedia Australia, a company owned equally by the
Company and TME indirectly purchased in simultaneous transactions 51% of the
business and assets of NHS.  The total purchase price for the transaction
(including a deposit of Aus $345,000 ($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 individuals of NHS, and the balance of which represents
amounts payable to NHS in two tranches. The first tranche was paid on December
2, 1997 in the form of cash and 500,000 shares of Common Stock of the Company
and its affiliate, 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 are payable one half on January 31, 1998 and the balance on June
30, 1998 (subject to extension of each instalment, with the exception of a
portion of the first instalment, by up to 90 days provided that interest will
accrue on the extended amounts at 5% per annum). 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 nil consideration.

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. $50,000 in cash and 200,000 shares of Common
Stock in the Company, held by Edward J. Guinan III, the Chairman of the Board of
Directors were placed as a deposit. This deposit became the property of the
Principals in the corporation as of January 15, 1998. 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. If the closing
does not occur on or prior to March 31, 1998, the deposit is subject to
forfeiture to the seller.

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

<PAGE>

On January 9, 1998, the Company entered into an agreement in principle, subject
to confirmation by contract, to purchase 85% of the share capital of Network
America Inc., of Dallas, Texas. The consideration consists of a cash deposit of
$50,000 to the Principals, the 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 a sum of $250,000 in cash to
the Principals on March 31, 1998, and an undertaking by the Company to pay a sum
of $1,000,000 in eighteen subsequent equal monthly instalments of $55,555 each.

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, a subsidiary of the Company,
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.

Aquisition 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 promisory 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.

Inflation and Seasonality

The Company does not believe that its operations will be influenced by inflation
in the foreseeable future.  The business of individual Company Participating
Restaurants may be seasonal depending on their location and the type of food and
beverages served.  However, the Company at this time has no basis on which to
project seasonal effects, if any, to its business as a whole.

Effect of Year 2000

The Company is aware that it must evaluate the effect of the year 2000 on
the Company's internal operating and accounting software and other systems and
third party systems with whom Countdown does business, and make an assessment as
to the significance of cost to the Company of becoming year 2000 compliant.
There can be no assurance as to the extent of the impact of this assessment. 

The Company has not yet completed its evaluation of the potential impact,
but management expects to complete this in the near future. There can be no
assurance that the cost will not be significant.

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

<PAGE>

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.

<PAGE>

Item 8- Financial Statements
                                          
                     INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                             Page
<S>                                                         <C>

Report of Independent Auditors                              F1 - F2


Consolidated Balance Sheets                                 F3 - F4
     September 30, 1996 and 1997


Consolidated Statement of Operations                           F5
     for the year ended 
     September 30, 1997, 1996 and 1995

Consolidated Statement of Stockholders Equity                  F6
     for the year ended September 30, 1997.


Consolidated Statement of Cash Flows                           F7
     for the year ended September 30, 1997


Notes to the Consolidated Financial Statements.             F8 - F26

</TABLE>

<PAGE>

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


We have audited the accompanying consolidated balance sheet of Transmedia Asia
Pacific, Inc.and subsidiaries as of September 30, 1997 and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the year ended September 30, 1997. These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit 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 audit provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Transmedia Asia Pacific, Inc. and subsidiaries as of September 30, 1997, and the
results of their operations and their cash flows for the year ended September
30, 1997, in conformity with generally accepted accounting principles in the
United States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 3 to
the financial statements, the Company has experienced losses during the year
ended September 30, 1997, both from operations and from restructuring.  It has
funded this through sales of equity securities and exercises of warrants, and
its ability to continue as a going concern is dependent on the Company's ability
to continue to effect such sales of equity and exercises of warrants.  Should
the Company be unable to continue to effect such sales of equity and exercises
of warrants or obtain other sources of funding, this would raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3.  The consolidated
financial statements do not include any adjustment which might result from this
uncertainty.



March 2, 1998

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
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                   SEPTEMBER 30,                    SEPTEMBER 30,
                                                                        1997                            1996
                                                  ------------------------------------------------  -------------
<S>                                               <C>                                               <C>
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) and 8)............................  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 10)..........................  142,946                                                --
                                                  ------------------------------------------------  -------------
Total assets....................................  $4,798,380                                         $ 3,954,947
                                                  ------------------------------------------------  -------------
                                                  ------------------------------------------------  -------------
</TABLE>
 
           See accompanying summary of accounting policies and notes to the
                     consolidated financial statements.
 
                                       F-3
<PAGE>

Transmedia Asia Pacific, Inc. 
Consolidated Balance Sheets (Continued)
 
<TABLE>
<CAPTION>
                                                                                         SEPTEMBER     SEPTEMBER
                                                                                            30,           30,
                                                                                            1997         1996
                                                                                        ------------  -----------
<S>                                                                                     <C>           <C>
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 9)..........................................................       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
Authorised 5,000,000 shares; none issued.
Common stock, $.00001 par value per share Authorised 95,000,000 shares; 13,918,697
  issued and outstanding shares at September 30, 1997 and 13,362,447 shares at
  September 30, 1996..................................................................           153          134
Additional paid in capital............................................................     9,962,922    7,470,749
Cumulative foreign currency translation adjustment....................................       163,719       53,910
Accumulated deficit...................................................................    (7,376,641)  (4,346,196)
                                                                                        ------------  -----------
Total stockholders' equity............................................................  $  2,750,153  $ 3,178,597
                                                                                        ------------  -----------
Total liabilities and stockholders' equity............................................  $  4,798,380  $ 3,954,947
                                                                                        ------------  -----------
                                                                                        ------------  -----------
</TABLE>
 
           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 companyInterest income.................       (209,715)      --             --
                                                                              31,007         21,005         85,459
                                                                       -------------  -------------  -------------
Loss before income tax...............................................     (3,030,445)    (2,006,258)    (1,990,288)
Income taxes (notes 1(f) and 14).....................................       --             --             --
                                                                       -------------  -------------  -------------
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>
                                                                   CUMULATIVE
                                                 ADDITIONAL         CURRENCY
                     NUMBER OF       COMMON        PAID-IN        TRANSLATION       ACCUMULATED     UNEARNED
                   COMMON SHARES      STOCK        CAPITAL         ADJUSTMENT         DEFICIT     COMPENSATION     TOTAL
                   --------------  -----------  -------------  ------------------  -------------  ------------  ------------
<S>                <C>             <C>          <C>            <C>                 <C>            <C>           <C>
Balance,
  September 30,
  1994...........     11,815,790    $     118    $ 4,363,109       $     (500)     $    (349,650)  $   --       $  4,013,077
Issuance of common
  stock..........        673,800            7      2,021,393           --               --           (300,000)     1,721,400
Issue costs......        --            --           (128,744)          --               --             --           (128,744)
Net loss.........        --            --            --                --             (1,990,288)      --         (1,990,288)
Effect of foreign
  currency
  translation....        --            --            --                 1,449           --             --              1,449
Treasury stock...        (20,000)      --            (20,000)          --               --             --            (20,000)
Compensation
  expense........        --            --            --                --               --             87,750         87,750
                   --------------       -----   -------------        --------      -------------  ------------  ------------
Balance,
  September30,
  1995...........     12,469,590    $     125    $ 6,235,758       $      949      $  (2,339,938)  $ (212,250)  $  3,684,644
Issuance of common
  stock..........        892,857            9      1,249,991           --               --             --          1,250,000
Issue costs......        --            --            (15,000)          --               --             --            (15,000)
Net loss.........        --            --            --                --             (2,006,258)      --         (2,006,258)
Effect of foreign
  currency
  translation....        --            --            --                52,961           --             --             52,961
Compensation
  expense........        --            --            --                --               --            212,250        212,250
                   --------------       -----   -------------        --------      -------------  ------------  ------------
Balance,
  September30,
  1996...........     13,362,447    $     134    $ 7,470,749       $   53,910      $  (4,346,196)  $   --       $  3,178,597
Issuance of common
  stock..........        556,250           19      2,335,313           --               --             --          2,335,332
Issue costs......        --            --            (15,000)          --               --             --            (15,000)
Net loss.........        --            --            --                --             (3,030,445)      --         (3,030,445)
Effect of foreign
  currency
  translation....        --            --            --               109,809           --             --            109,809
Option re
  Countdown......        --            --            171,860           --               --             --            171,860
                   --------------       -----   -------------        --------      -------------  ------------  ------------
Balance,
  September30,
  1997...........     13,918,697    $     153    $ 9,962,922       $  163,719      $  (7,376,641)  $   --       $  2,750,153
                   --------------       -----   -------------        --------      -------------  ------------  ------------
                   --------------       -----   -------------        --------      -------------  ------------  ------------
</TABLE>
 
                                       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 licence............................................       399,192        122,720        122,720
-Provision for irrecoverable restaurant credits.....................        (5,152)        79,344         40,418
-Amortisation of deferred compensation..............................       --             212,250         87,750
-Write off of Hawaii option.........................................       150,000        --             --
-Provision for loss by affiliate....................................       202,905        --             --
Changes in assets and liabilities:
-Trade accounts payable.............................................        13,800        131,837        116,918
-Accrued liabilities................................................        80,585         (5,021)       128,198
-Restaurant credits.................................................       340,145        (98,997)      (572,707)
-Prepaid expenses and other current assets..........................        (9,956)       (60,299)      (138,873)
-Deferred membership fees...........................................       (34,840)         5,066        128,990
                                                                      -------------  -------------  -------------
Net cash used in operating activities...............................    (1,855,571)    (1,583,819)    (2,045,395)
Cash flows from investing activities:
-Due from/(to) related parties......................................       978,726        663,930       (424,437)
-Purchase of property and equipment.................................       --             (29,861)       (49,599)
- Extension of Hawaii option........................................       --             --            (150,000)
-Interest acquired in affiliate.....................................    (2,682,487)       --             --
-Proceeds on disposal of fixed assets...............................         4,045        --             --
                                                                      -------------  -------------  -------------
Net cash provided by/(used in) investing activities.................    (1,699,716)       634,069       (624,036)
Cash flows from financing activities:
-Net proceeds received from issuance of common stock................     2,320,313      1,235,000      1,592,656
-Bank overdraft.....................................................       (40,051)       (86,097)       126,148
-Purchase of treasury stock.........................................       --             --             (20,000)
                                                                      -------------  -------------  -------------
Net cash provided by financing activities...........................     2,280,262      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>

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 Licence is to operate a
     specialized restaurant charge card business in Australia and New Zealand
     with limited rights to sublicence the Asia Pacific Region.  The agreement
     to purchase the Transmedia License was initially entered into by Conestoga
     Partners Inc. (`Conestoga'), a corporation which is related to the Company
     by virtue of the majority shareholding in Conestoga held by Edward J Guinan
     III, the Chairman and a Director of the Company (see note 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:

<TABLE>
<CAPTION>
          <S>                                     <C>
          Name                                    Country of Incorporation

          Transmedia Australia Pty Limited        Australia
          Transmedia Australasia Pty Ltd          New Zealand

</TABLE>
  
     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 capitalised with 7,249,500 shares. On May
      26, 1994, TMAP issued and sold shares of common stock: (i) 
      450,000 to Conestoga for $450,000; (ii) 590,790 to Network, 
      as partial consideration for the purchase of the License; and 
      (iii) 3,525,000 to investors in a private placement at an 
      offering price of $1 per share. 

      Of the cash proceeds from the private placement of $3,525,000, 
      $1,000,000 was paid to Network for further consideration (in 
      addition to the $250,000 paid to Network by Conestoga 

                                             F-8

<PAGE>
                                           
1(a) Description of business (continued)
     
     
     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.  For every three shares purchased, 
     each purchaser will receive, for no additional consideration, a 
     warrant to purchase one share of Common Stock at $1 per share.  As 
     of the date of this filing, 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.
          
          
     
     
     
                                        F-9

<PAGE>
                                           
(c)  Restaurant credits

     Restaurant credits represent the total advances made to participating
     restaurants in exchange for credits less the amount by which these credits
     are recouped by the Company as a result of Company cardholders utilising
     their cards at participating restaurants. The amount by which such credits
     are recouped amounts to approximately 50% of the retail value of food and
     beverages consumed by cardholders. The Company reviews recoverability of
     credits and establishes an allowance for credits to restaurants that have
     ceased operations or whose credits may not be utilised by cardholders.

     The amount of funds advanced to participating restaurants are generally
     unsecured and are recoverable as cardholders utilise their restaurant
     charge card at the respective restaurant.  In certain cases, the Company
     may request a personal guarantee from the owner of a restaurant with
     respect to the recoverability of the advance if the restaurant ceases
     operations or ceases to be a participating restaurant.  Generally, no other
     forms of collateral or security are obtained from the restaurant owners.

(d)  Intangible assets

     Intangible assets consist entirely of the cost of the Transmedia License
     and represents the consideration paid to Network in both cash and the fair
     value of Company shares for the Transmedia License to operate in the
     licensed territories using the systems, procedures and 'know how' of the
     Transmedia business.
     
     The license cost is being amortised on a straight line basis over its
     estimated useful life of 15 years from the commencement of operations in
     November 1994.
     
     The Company evaluates the carrying value of its investment in license costs
     for impairment based on an estimate of future undiscounted cash flows that
     are expected to be generated and are directly attributable to the
     Transmedia License. If the sum of those estimated undiscounted cash flows
     is less than the carrying value of the License costs, it is the policy of
     the Company to measure impairment on the basis of the fair value of the
     License costs, using a discounted cash flow technique. In the opinion of
     management the carrying value of the License costs at September 30, 1997
     represents future undiscounted cash flows that are expected to be generated
     and are directly attributable to the Transmedia licence.

(e)  Property and equipment

     Property and equipment are stated at cost.  Depreciation on property and
     equipment is calculated using the straight line method over the estimated
     useful lives of the assets as follows:

<TABLE>
<S>                                               <C>
     Furniture and fixtures                       5 years
     Office equipment                             4-5 years
     Computer equipment                           3-4 years

</TABLE>

                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                        F-10

<PAGE>
                                          
(f)  Income taxes

     The Company recognises deferred tax liabilities and assets for the expected
     future tax consequences of events that have been included in the financial
     statements or tax returns.  Accordingly, deferred tax liabilities and
     assets are determined based on the difference between financial statement
     and tax basis of assets and liabilities using enacted rates in effect for
     the year in which the differences are expected to reverse.  The effect on
     deferred tax assets and liabilities of a change in tax rates is recognised
     in income in the period that includes the enactment date.
     
     A valuation allowance is established to reduce the deferred tax assets when
     management determines it is more likely than not that the related tax
     benefits will not be realised.

(g)  Revenue recognition

     Revenues represent the retail value of food and beverages acquired from
     participating restaurants by the Company's cardholders, less the 20% or 25%
     discount offered to cardholders.  Membership fees collected are deferred
     and recognised as revenue in equal monthly instalments over the periods
     benefited.

(h)  Unearned compensation

     The Company has recorded unearned compensation for shares of restricted
     common stock issues in exchange for certain consultancy and financial
     advisory services.  The restricted shares and the unearned compensation
     have been recorded at the fair value of the shares at the date at which
     they were issued.  Compensation expense is recorded on a periodic basis as
     the restriction on such shares expires.

(i)  Cardholder bonuses

     The Company operates a number of cardholder "Bonuses" programs whereby the
     cardholder receives  a bonus of food and beverage, credited to their
     account.  The bonus is utilised as the cardholder uses The Restaurant Card
     and is processed as an additional saving to the standard 20% or 25% saving
     offered by the Company. The bonus is accrued by the Company when the bonus
     is granted to the Cardholder.

 (j) Loss per common share

     Loss per common share is computed by dividing net loss by the weighted
     average number of common stock outstanding.  Common stock equivalents have
     not been included because they are considered anti-dilutive.


                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                        F-11
                                          
<PAGE>
                                           
(k)  Foreign currencies

     The reporting currency of the Company is the United States dollar.

     For consolidation purposes, the assets and liabilities of overseas
     subsidiary undertakings are translated at the closing exchange rates.
     Consolidated statements of income of such undertakings are consolidated at
     the average rates of exchange during the period. Exchange differences
     arising on these translations are taken directly to stockholders' equity.

     Transactions in foreign currencies are recorded using the rate of exchange
     ruling at the date of the transaction.  Monetary assets and liabilities
     denominated in foreign currencies are translated using the rate of exchange
     ruling at the balance sheet date and the gains or losses on translation are
     included in the consolidated statement of operations. In the year to
     September 30, 1997 the Company recorded an exchange loss of $176,575 (1996
     a loss of $221,038).

(l)  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 capitalised.
     
(n)  Use of estimates

     In preparing the consolidated financial statements in conformity with
     generally accepted accounting principles, management is required to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and the disclosure of contingent liabilities at the date of the
     consolidated financial statements and revenues and expenses during the
     reported period. Actual results could differ from these estimates.
     
(o)  Financial instruments

     Financial instruments held by the Company include cash and cash
     equivalents, restaurant credits and amounts due from/to related parties
     (see Note 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 10), the Company continued
     negotiations, and eventually indirectly acquired a 51% interest in NHS on
     December 2, 1997 together with TME (See Note 17).
                                          
                                          
                                          
                                          
                                        F-12

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

     In December 1996, the FASB issued SFAS No. 128 "Earnings Per Share", which
     is effective for both interim and annual periods ending after December 15,
     1997. SFAS No. 128 requires that all prior period earnings per share data
     be restated to conform to this statement. The Company will adopt SFAS No.
     128 for the year ended September 30, 1998. The adoption of this standard is
     not expected to have a material effect on the Company's earnings per share

     In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
     Income", which established standards for reporting and display of
     comprehensive income, its components and accumulated balances.
     Comprehensive income is defined to include all changes in equity except
     those resulting from investments by, or distributions to, owners. Among
     other disclosures, SFAS No. 130 requires that all items that are required
     to be recognized under current accounting standards as components of
     comprehensive income be reported in a financial statement that is displayed
     with the same prominence as other financial statements.

     SFAS No. 130, effective for all fiscal years beginning after December 15,
     1997, requires comparative information for earlier years to be restated and
     early adoption is permitted. The Company intends to adopt SFAS No. 130
     effective October 1, 1998. Results of operations and financial position
     will be unaffected by implementation of this standard.

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 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.

     Notwithstanding the foregoing 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.

     The position of KPMG as stated in the letter of February 13, 1998, is 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".


                                     F-13


<PAGE>

2.   Auditors continued...

     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. Except as stated with
     respect to the audit report of KPMG, all necessary consents have been
     obtained by the Company. The Company does not believe that the changes
     contained in this Form represent a material change in the financial
     information previously presented.

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 been able to fund this deficit, and the cost of its
     acquisition and restructuring of Countdown Holdings Limited, principally by
     the sale of equity securities and a loan from a director and stockholder of
     the Company during the year. Whilst the Company is taking steps to reduce
     the level of operating losses, the Company has required, and will continue
     to require, additional funds from the sale of equities in order to fund
     these deficits. The Company is also dependent on being able to raise
     additional funds in order to complete the funding of the acquisition of
     Nationwide Helpline Services Pty Limited (see Note 17) and other
     acquisitions being contemplated. Management estimates that an amount of
     $8,250,000 will be required to complete the proposed acquisitions. In
     addition to this management estimates that approximately $1,000,000 will be
     required to provide working capital to operations in the period to April
     30, 1998. In the event that management is not successful, or only partially
     successful in raising this additional finance, the acquisition program will
     have to be curtailed with the possible loss of deposits or payments made on
     account of approximately $1,375,000, and the Company may not continue as a
     going concern.
     
     Whilst management accepts and acknowledges that there is no guarantee that
     the plans referred to directly above will be entirely successful, based
     upon management's knowledge of the capital markets and their contacts
     within those markets, management remains reasonably confident that
     sufficient funds will become available to enable the Company to operate for
     the foreseeable future and complete its proposed acquisition program.
     Accordingly, the financial statements are prepared on a going concern basis
     and do not include any adjustments which may be necessary if such a basis
     was not appropriate.



                                        F-14
                                          
<PAGE>
                                           
4.   Investment in affiliated company

          The Investment in Countdown consists of the following 
(see note 12 for discussion on the acquisition). The Company's 
interest in Countdown's operations is accounted for using the 
equity method.

<TABLE>
<S>                                                  <C>
     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
                                                     --------------
                                                     --------------

</TABLE>

     The transaction and the financial position of Countdown at acquisition was
     described in more detail in the Company's Form 8-K dated April 3. 1997,
     which is incorporated by reference herein. 

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).


                                        F-15

<PAGE>
                                           
5.   Related Party Transactions (continued)

     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 totalling
     $60,742, during the year ended September 30, 1995 ($2,467 during the period
     from inception to September 30, 1994), which have been charged to the
     Company.

     During the year ended September 30, 1996, the Company was charged a
     corporate management fee of $240,267 from Transmedia Europe, Inc. in
     respect of the Company's share of the head office expenses, comprising
     salaries, rent and other associated office and professional costs.  In
     addition, Transmedia Europe, Inc.  has paid travel, accommodation and 
     other costs totalling $122,526, during the year ended September 30, 1996
     ($60,742 during the year ended September 30, 1995), which have been 
     charged to the Company. 

     During the year ended September 30, 1997, the Company was charged a
     corporate management fee of $556,789 from Transmedia Europe, Inc. in
     respect of the Group's share of the head office expenses, comprising
     salaries, rent and other associated office and professional costs. In
     addition, Transmedia Europe, Inc. has paid travel, accommodation and other
     costs totalling $122,997, during the year ended September 30, 1997
     ($122,526 in the year to September 30, 1996), which have been charged to
     the Company.
     
     The amounts due from related parties consist of the following:

<TABLE>
<CAPTION>
                                        September 30,       September 30,
                                           1997                 1996

     <S>                                <C>                 <C> 
     Conestoga                           $ 26,260              $ 26,260
     Transmedia Europe, Inc.              190,124                  -
     P. Harrison                           42,149                22,597
                                         -----------         -----------
                                         $ 258,533             $ 48,857
                                         -----------         -----------
</TABLE>

     The amounts due to related parties consist of the following:


<TABLE>
<CAPTION>
                                        September 30,       September 30,
                                           1997                 1996

     <S>                                <C>                 <C> 
     J.V. Vittoria                       $ 1,061,479               $  -
     TMNI.                                   284,233                  -
     Transmedia Europe, Inc.                 -                       93,300
                                         -------------         ------------
                                          $1,345,712                $93,300
                                         -------------         ------------
</TABLE>

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

                                        F-16
     
<PAGE>
5.   Related Party Transactions (continued)
 
     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:
 
<TABLE>
<CAPTION>
                                                                                          TRANSMEDIA
                                                                              CONESTOGA     EUROPE,
                                                               E. GUINAN III   PARTNERS      INC.      P HARRISON
                                                               -------------  ----------  -----------  -----------
<S>                                                            <C>            <C>         <C>          <C>
Balance at September 30, 1995................................   $    43,891      155,169      416,280       3,937
Additions....................................................       159,978       --        1,193,520      18,450
Amounts collected............................................       --            --         (362,793)     --
Amounts collected............................................      (203,869)    (128,909)  (1,340,307)     --
Foreign currency movement....................................       --            --          --              210
                                                               -------------  ----------  -----------  -----------
Balance at September 30, 1996................................       --            26,260      (93,300)     22,597
Additions....................................................       --            --        1,240,000      19,552
Amounts charged..............................................       --            --       (1,078,512)     --
Amounts collected............................................       --            --          121,936      --
Foreign currency movement....................................       --            --          --           --
                                                               -------------  ----------  -----------  -----------
Balance at September 30, 1997................................   $   --        $   26,260  $   190,124   $  42,149
                                                               -------------  ----------  -----------  -----------
                                                               -------------  ----------  -----------  -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                        J.V. VITTORIA     TMNI
                                                                                        -------------  -----------
<S>                                                                                     <C>            <C>
Balance at September 30, 1996.........................................................  $    --        $   --
Loan received.........................................................................     (1,000,000)     --
Promissory Note.......................................................................       --           (250,000)
Amounts collected.....................................................................        (61,479)     (34,233)
                                                                                        -------------  -----------
Balance at September 30, 1997.........................................................  $  (1,061,479) $  (284,233)
                                                                                        -------------  -----------
                                                                                        -------------  -----------
</TABLE>
 
                                     F-17

<PAGE>

6.   INTANGIBLE ASSETS
 
     Intangible assets consist of:
 
<TABLE>
<CAPTION>
                                                                FORMATION    TRANSMEDIA     HAWAII
                                                                 EXPENSES     LICENCE       OPTION       TOTAL
                                                                ----------  ------------  ----------  ------------
<S>                                                             <C>         <C>           <C>         <C>
Acquisition cost..............................................  $      770  $  1,840,790  $  150,000  $  1,991,560
Amortization as at September 30, 1996.........................      --          (245,440)     --          (245,440)
Foreign currency..............................................          56       --           --                56
                                                                ----------  ------------  ----------  ------------
Balance at September 30, 1996.................................         826     1,595,350     150,000     1,746,176
Amortization charge for the year..............................         (26)     (122,720)     --          (122,746)
Foreign currency..............................................         (42)      --           --               (42)
Write off during the year.....................................      --          (276,445)   (150,000)     (426,445)
                                                                ----------  ------------  ----------  ------------
Balance at September 30, 1997.................................  $      758  $  1,196,185  $   --      $  1,196,943
                                                                ----------  ------------  ----------  ------------
</TABLE>
 
     The cost of the acquisition of the Transmedia License of $1,840,790 is 
     based upon a cash payment of $1,000,000, 250,000 shares of common stock 
     issued to Conestoga as reimbursement for a cash down payment of 
     $250,000 made by Conestoga to Network, and the issue of 590,790 shares 
     of common stock at a value of $1 per share which was determined on the 
     basis of the issue of stock at that time.

     During the year $276,445 has been written off the carrying value of the 
     license in recognition of a diminution in the future cash flows to be 
     derived from the Transmedia License.
 
     The Hawaii Option, an option to license the sole Transmedia Franchise in 
     the State of Hawaii, expired during the year, as the Company decided 
     not to open in that State and was thus written off during the year.
 
                                       F-18

<PAGE>

 
7.   PROPERTY AND EQUIPMENT
 
     Property and equipment consist of the following:
 
<TABLE>
<CAPTION>
                                                                FURNITURE AND    OFFICE      COMPUTER
                                                                  FITTINGS      EQUIPMENT    EQUIPMENT     TOTAL
                                                                -------------  -----------  -----------  ----------
<S>                                                             <C>            <C>          <C>          <C>
Cost
At September 30, 1995.........................................    $  77,325     $  46,756    $  57,750   $  181,831
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
                                                                -------------  -----------  -----------  ----------
                                                                -------------  -----------  -----------  ----------
</TABLE>
 
8. ALLOWANCE FOR IRRECOVERABLE RESTAURANT CREDITS
 
    Changes in the Company's allowance for irrecoverable restaurant credits were
as follows:
 
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED     YEAR ENDED
                                                                                      SEPTEMBER 30,  SEPTEMBER 30,
                                                                                          1997           1996
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Balance at beginning of year........................................................   $   119,762    $    40,418
Additions/(Adjustments)--charged to costs and expenses..............................        (5,152)        79,344
                                                                                      -------------  -------------
Balance at end of year..............................................................   $   114,610    $   119,762
                                                                                      -------------  -------------
                                                                                      -------------  -------------
</TABLE>
 
                                       F-19

<PAGE>

9.   ACCRUED LIABILITIES
 
     Accrued liabilities consist of the following:
 
<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,  SEPTEMBER 30,
                                                                                          1997           1996
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Payroll taxes and holiday pay.......................................................   $   109,300    $    83,987
Income taxes payable................................................................         6,300          6,300
Cardholder bonuses..................................................................       --              19,259
Tips and tax........................................................................         3,214          1,082
Food and beverage provision.........................................................       --              40,874
Professional fees...................................................................       149,200         54,800
Royalties payable...................................................................       --               9,926
Other...............................................................................        19,540         34,124
Withholding taxes...................................................................        43,354        --
                                                                                      -------------  -------------
                                                                                       $   330,908    $   250,352
                                                                                      -------------  -------------
</TABLE>
 
10. OTHER ASSETS
 
    Other assets consist of the following:
 
<TABLE>
<CAPTION>
                                                                                       SEPTEMBER 30    SEPTEMBER 30
                                                                                           1997            1996
                                                                                       ------------  --------------
<S>                                                                                    <C>           <C>
Interest in option to acquire:
National Helpline Services Pty Limited...............................................   $  142,946       $  --
                                                                                       ------------      ------
                                                                                       ------------      ------
</TABLE>
 
     In October 1996 the Company made an investment of $134,741, subsequently 
     increasing to $142,946 for ongoing legal costs, to acquire a renewable 
     6 month option to acquire 50% of the share capital of National Helpline 
     Services PTY Limited ("NHS"). Transmedia Europe Inc., acquired an 
     option on identical terms to the Company, over the remaining 50% share 
     capital of NHS. Although the 6 month option had expired prior September 
     30, 1997, the Company continued negotiations, and eventually indirectly 
     acquired an interest in NHS on December 2, 1997, together with 
     Transmedia Europe Inc. (See Note 17).
 
11.  STOCK OPTIONS AND WARRANTS
 
     Under the Company's 1994 stock option and rights plan (the 'Plan'), the 
     Company may grant stock options and stock appreciation rights to 
     persons who are now or who during the term of the Plan become key 
     employees (including those who are also directors) and to independent 
     sales agents. Stock options granted under the Plan may either be 
     incentive stock options or non-qualified stock options for US federal 
     income tax purposes. The Plan provides that the stock option committee 
     of the board of directors may grant stock options or stock appreciation 
     rights with respect of a maximum of 250,000 shares of common stock at 
     an exercise price not less than the fair market value at the date of 
     grant for qualified and non-qualified stock options.
 
 
                                       F-20

<PAGE>

11.  STOCK OPTIONS AND WARRANTS (continued)

     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>
                                                                                    WEIGHTED
                                                                       OPTIONS       AVERAGE     WARRANTS
                                                                      NUMBER OF     EXERCISE      NUMBER     EXERCISE
                                                                        SHARES        PRICE     OF SHARES      PRICE
                                                                     ------------  -----------  ----------  -----------
<S>                                                                  <C>           <C>          <C>         <C>
Balance at September 30, 1994......................................       800,000   $    1.00       --       $  --
Granted............................................................       --           --          200,000        1.50
Exercised..........................................................       --           --           --          --
                                                                     ------------       -----   ----------       -----
Balance at September 30, 1995......................................       800,000        1.00      200,000        1.50
Granted............................................................        40,000        1.78      297,619        1.40
Exercised..........................................................       --           --          100,000        2.50
Granted............................................................       --           --           --          --
                                                                     ------------       -----   ----------       -----
Balance at September 30, 1996......................................       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, 1997......................................     1,117,193   $    1.00      921,632   $    1.62
                                                                     ------------       -----   ----------       -----
                                                                     ------------       -----   ----------       -----
</TABLE>
 
    The Company applies APB Opinion No.25 in accounting for its stock options
and warrants and, accordingly, no compensation cost has been recognised for its
stock options and warrants in the financial statements. Had the Company
determined compensation cost based upon the fair value at the grant date for its
stock options and warrants under SFAS No.123, the Company's net losses would
have been increased to the pro forma amounts indicated below: 

 
                                       F-21

<PAGE>



11   Stock Options and Warrants (continued)
 
<TABLE>
<CAPTION>
                                                                                          1997           1996
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Net Loss
-As reported........................................................................  $  (3,030,445) $  (2,006,258)
-Pro forma..........................................................................  $  (3,044,470) $  (2,018,298)
Loss per share
-As reported........................................................................  $       (0.22) $       (0.16)
-Pro forma..........................................................................  $       (0.22) $       (0.16)
</TABLE>
 
     In arriving at such pro-forma amounts the Company estimates the fair 
     value of each stock option on the grant date by using the Black Scholes 
     Valuation Method with the following weighted average assumptions used 
     for grants in fiscal 1997, 1996, and 1995 respectively: no dividends 
     paid for all years; expected volatility of 40%; a risk free interest 
     rate of 5.2% and an expected life being the remaining term of the 
     option. The per share weighted fair value of the stock options granted 
     in 1997, 1996 and 1995 were $0.74, $0.33, and $0.55 respectively.
 
     Pro forma net loss reflects only options granted in 1997 and 1996. The 
     full impact of calculating compensation cost for stock options under 
     SFAS No.123 is reflected in the pro forma net loss amounts.
 
12.  ACQUISITION OF COUNTDOWN
 
     On April 3, 1997, the Company purchased from Mr. C.E.C. Radbone 50% of 
     the outstanding capital stock of Countdown Holdings Limited. Countdown 
     Holdings Limited, through its wholly owned operating subsidiary, 
     Countdown plc, is an international provider of membership discount 
     services. The balance of the outstanding capital stock was 
     simultaneously purchased by Transmedia Europe Inc ("TME") on terms 
     similar to the Company's purchase.
 
     In payment of the purchase price, the Company issued 1,330,524 shares of 
     its Common Stock, $0.00001 par value per share ("Common Stock") and 
     paid pounds (UK) 500,000 (approximate US$ equivalent as of April 3, 
     1997 was $800,000) in cash. In addition, the Company granted Mr. 
     Radbone a five year option to purchase up to 277,193 shares of Common 
     Stock at a purchase price of $0.90 per share.

     The cash portion of the purchase price was funded by a $1,000,000 loan 
     from a director and stockholder of the Company. The Loan matured on 
     September 27, 1997, bears interest at a rate of 12% per annum, and has 
     been renewed by agreement between Edward J. Guinan III, Chairman of the 
     Board, and the director. The expiration date has been extended for an 
     indefinite period of time and is repayable on notice of 60 days and the 
     loan continues to bear interest at 12% per annum. The loan is 
     collateralised by a pledge of all the shares purchased by the Company 
     from Mr. Radbone. In connection with the loan, the Company issued to 
     the director and stockholder five-year warrants to purchase up to 
     138,596 shares of Common Stock at $1.13 per share.
 
                                       F-22 
<PAGE>

12   Acquisition of Countdown (continued)

     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. For a more detailed discussion of 
     the terms of this transaction, reference is made to the Company's 
     current report on form 8-K dated December 2, 1997, which is 
     incorporated by this reference herein.
 
13.  LEASES
 
     The Company leases certain office space under lease agreements.
 
     Future minimum lease payments under non-cancellable operating leases as of
     September 30, 1997, are as follows:

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

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

14.  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>
 
                                       F-23

<PAGE>

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

     Each quarter the Company must pay to Network in cash for any part of the 
     licensed territories developed by the Company or any affiliate of the 
     Company a royalty equal to 2% of gross sales. 'Gross sales' are the 
     gross reduction during the quarter in Food and Beverage Credits. The 
     Company will also pay Network 2% of the gross sales resulting from any 
     other services that Network in the future may provide to cardholders or 
     participating restaurants. Royalties charged to income, 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 prior permission of Network, may 
     acquire beneficial ownership of 30% or more of the Company; (2) Edward 
     J Guinan III is required to maintain beneficial ownership of no less 
     than the lower of 20% of common stock, or 15% of the common stock (as 
     long as the three other largest stockholders beneficially own no more 
     than 15% in the aggregate); (3) the Company must commence operations 
     (a) in Australia and/or New Zealand within 4 months after May 26, 1994 
     closing date under the Transmedia License (the 'Closing Date'); (b) in 
     another country within 3 years after the closing date; and (c) in a 
     second other country within the earlier of 2 years after the first 
     country or five years from the closing date; (4) the Company must 
     procure in Australia and/or New Zealand (a) 100 participating 
     restaurants within the first 12 months or 250 participating restaurants 
     within the first 24 months of the full rights under the Transmedia 
     License; (b) 2,000 cardholders within the first 12 months or 5,000 
     cardholders within the first 24 months of the Transmedia License 
     (including those receiving cards without the payment of the initial 
     fee) and (c) participating restaurant renewals at the rate of 70% per 
     year. As at September 30, 1997 the Company has complied, in all 
     material respects, with all the covenants contained in the License 
     Agreement.
 
                                       F-24

<PAGE>

15   Commitments (continued)

     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 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.
 
16.  BUSINESS AND CREDIT CONCENTRATIONS
 
     Most of the Group's customers are located in Australia or New Zealand. No 
     single customer accounted for more than 10% of the Company's service 
     revenues in the three year period ended September 30, 1997 No single 
     restaurant's credit was greater than 10% of the Company's total 
     restaurant credit balance at September 30, 1997, and no single merchant 
     under the Countdown discount purchase program accounted for greater 
     than 10% of the Countdown volume of business.
 
17.  SUBSEQUENT EVENTS

     The Company, jointly with its affiliate TME, has made a significant 
     capital commitment for the completion of the purchase of 51% on an 
     indirect basis, of NHS in Australia. This commitment consists of a 
     total commitment of Aus. $12,500,000 ($9,125,000), of which Aus. 
     $4,000,000 ($2,940,000) represents sign-on fees payable to certain 
     individuals of NHS, and the balance of which represents a deposit and 
     amounts payable to NHS in two tranches. The first tranche was paid on 
     December 2, 1997 in cash and shares of Common Stock of the Company and 
     its affiliate, Transmedia Europe, Inc., while the second tranche is 
     payable in cash only. The Company also, jointly with its affiliate TME, 
     acquired an option to purchase the 49% balance of NHS's business and 
     assets for an additional Aus. $2,497,655. ($1,823,000)
 
                                       F-25

<PAGE>

 
     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. $50,000 in cash and 200,000 
     shares of Common Stock in the Company, held by Edward J. Guinan III, 
     the Chairman of the Board of Directors were placed as a deposit. This 
     deposit became the property of the Principals in the corporation as of 
     January 15, 1998. 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. If the closing does not occur on 
     or prior to March 31, 1998, the deposit is subject to forfeiture to the 
     seller.

     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. 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. The Letter of Intent 
     provides for a purchase price of pounds UK 500,000 ($800,000) in cash 
     with an option to take up to pounds UK 200,000 ($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. If the closing does not occur on or prior to March 31, 1998, 
     the deposit is subject to forfeiture to the seller.
 
     On January 9, 1998, the Company entered into an agreement in principle, 
     subject to confirmation by contract, to purchase 85% of the share 
     capital of Network America Inc., of Dallas, Texas. The consideration 
     consists of a cash deposit of $50,000 to the Principals, the 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 a sum of $250,000 in cash to the Principals on 
     March 31, 1998, and an undertaking by the Company to pay a sum of 
     $1,000,000 in eighteen subsequent equal monthly instalments of $55,555 
     each.
 
     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, a subsidiary of the Company, 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.
 
                                       F-26
<PAGE>

ITEM 9--CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES
 
NOT APPLICABLE
 
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. The term of each director expires at the next
annual meeting of stockholders and upon his successor being duly elected and
qualified.
 
<TABLE>
<CAPTION>
NAME                                                       AGE                            POSITION
-----------------------------------------------------      ---      -----------------------------------------------------
<S>                                                    <C>          <C>
Edward J. Guinan III.................................          51   Chairman and Chief Executive Officer
Paul L. Harrison.....................................          37   Director and Secretary
Carl Freyer..........................................          58   Director
Ellis Varejes........................................          46   Director
Joseph V. Vittoria...................................          63   Director
David S. Vaillancourt................................          51   Chief Financial Officer
</TABLE>
 
(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 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.

<PAGE>


(c) Experience of Directors and Executive Officers for the Past Five Years
(continued)
 
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 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 engineerig 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 practises 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, $.00001 par value per share (the "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, the Company
believes 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.
 
 
<PAGE>

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 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           $ 100,000(1)         0                   0
                                                              1996             153,625(2)         0                22,925(3)
                                                              1995             160,000(4)         0                   0
Paul L. Harrison                                              1997           $ 154,000(1)         0                   0        
                                                              1996             122,900(2)         0                   0
                                                              1995             128,000(4)         0                   0
</TABLE>
 
------------------------
 
(1) Based upon an exchange rate of L1 to $1.621
 
(2) Based upon an exchange rate of L1 to $1.536
 
(3) Represents reimbursement of travel and entertainment expenses
 
(4) Based upon an exchange rate of L1 to $1.60
 
     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, non of the Named Executives 
     was granted any options or 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 year end price of the Common Stock 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>

Paul L Harrison              0                 0            800,000(E)                 80,000
1995 Plan for outside
        directors         50,000               0             50,000(U)
CEC Radbone              277,193               0            277,193(U)


</TABLE>


<PAGE>
 

     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 L100,000 ($162,100). 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.
 
     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 calibre 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 incentive stock 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 1994 Plan. Under the 1994 Plan, 
     no stock 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, a 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.


<PAGE>

 
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 curent 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.
 
<TABLE>
<CAPTION>
                                       NUMBER AND PERCENTAGE OF SHARES OF COMMON STOCK OWNED
     -------------------------------------------------------------------------------------------------------------------------
     <S>                                             <C>                                             <C>
     NAME AND ADDRESS                                                 SHARES OWNED                       PERCENTAGE OWNED
     ----------------------------------------------  ----------------------------------------------  -------------------------
     FAI Overseas..................................         1,740,476(1)
     Investment Pty
                                                     77 Pacific Highway
     Sydney, Australia 2059
     Edward J. Guinan III..........................      5,759,050(2)(3)
     Paul L. Harrison
     Joseph V. Vittoria............................             959,200
     All directors and officers as a group (six
       persons as a group) (2)(3)(4)(5)(6)

</TABLE>
      
     ------------------------
      
(1) Includes 297,619 shares of Common Stock issuable upon exercise of warrants.
      
(2) 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.
 
(3) 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 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.
 
(4) 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.
 
(5) Includes 50,000 shares of Common Stock issuable upon exercise of options.
 
(6) Includes 10,000 shares of Common Stock issuable upon exercise of options.
 
ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     During the year, 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 as renewed, upon maturity, by agreement between 
     Edward J. Guinan III, Chairman of the Board, and Mr. Joseph V. 
     Vittoria.


<PAGE>


     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 and 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 Acquisition and -- NHS Acquisition."

     Mr. Joseph V. Vittoria, a director and shareholder of the Comapny, and 
     FAT Overseas Investment Pty Ltd., being princiapl shareholders of the 
     Comapny, purchased respectively 181,355 and 362,600 shares of Common 
     STock of the Company (and 60,445 and 120,866 warrants respectively) in 
     the Comapny's Private Placement which was completed in December 1997. 
     In addition, Mr. Vittoria and FAO 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. 

     In November 1997, the Company, jointly with Transmedia Europe, signed a
     letter of intent to purchase another company. In connection therewith, 
     shares held personally in the Company by Mr. Edward Guinan wore tendered
     as a deposit. See "Item 7 -- Liquidity."

     In January 1998, the Company, jointly with Transmedia Europe, signed a
     letter of intent to purchase another company. In connection therewith,
     cash was tendered as a deposit, together with shares in the Company held
     personally by Mr. Edward Guinan. See "Item 7 -- Liquidity."

     In January 1998, Mr. Guinan acquired from Mr. Radbone an option to
     purchase the shares an options held by Mr. Radbone in the Company. The
     consideration for this option was a pledge by Mr. Guinan of $250,000 in
     value of shares of Common Stock in the Company owned by him, together with
     $250,000 in value of shares of Common Stock in Transmedia Europe. In
     addition, Mr. Guinan extended a loan to the Company of UK pounds 100,000
     ($162,500), which loan is non-interest bearing and without specified
     repayment terms.

<PAGE>


                                    PART IV
 
ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K-A
---------------------------------------------------------------------------
 
     The following documents are being filed as part of this Report. 

     (a)(1)  Financial Statements:
 
             Transmedia Asia Pacific, Inc. 
             See "Index to Financial Statement" contained in Part II, Item 8 

     (a)(2)  Financial Statement Schedule: 
 
             All schedules are omitted because they are not applicable or the
             required information is shown in the Financial Statement or the
             Notes thereto. 

     (a)(3)  Exhibits:
 
             (i)     Consolidated Financial Statements for significant
                     associate Countdown Holdings Limited (no difference
                     between UK GAAP and US GAAP for these accounts)

            (ii)     Agreement between the Company, Transmedia Europe, Inc. 
                     and C.E.C. Radbone as to the acquisition of Countdown 
                     Holdings Limited
            (iii)    Amendment to loan agreement by a director of the Company,
                     in connection with a loan of $1,000,000 to facilitate the
                     acquisition of Countdown Holdings Limited
            
            (iv)     Lease on 1 Hurlingham Business Park, Sulivan Road, London
                     SW6 3DU, United Kingdom

            (v)      Option in respect of the purchase of ICON Travel Pty
                     Limited.


<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: MARCH 5, 1998             /S/ EDWARD J. GUINAN III 
                                --------------------------------------
                                NAME:   EDWARD J. GUINAN III 
                                TITLE:  CHAIRMAN, CHIEF EXECUTIVE OFFICER
                                         AND DIRECTOR     

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

DATE:   MARCH 5, 1998            /s/ Edward J. Guinan III
                                 ------------------------------------
                                 Name:  Edward J. Guinan III  
                                 Title: Chairman, Chief Executive Officer
                                         and Director

DATE:   MARCH 5, 1998            /s/ Paul L. Harrison 
                                 ------------------------------------
                                 Name:  Paul L. Harrison 
                                 Title: Secretary and Director

DATE:   MARCH 5, 1998            /s/Carl Freyer 
                                 ------------------------------------
                                 Name:  Carl Freyer 
                                 Title: Director  

DATE:   MARCH 5, 1998            /s/ Joseph Vittoria 
                                 ------------------------------------
                                 Name:  Joseph Vittoria 
                                 Title: Director

DATE:   MARCH 5, 1998            /s/ Ellis N. Varejes 
                                 ------------------------------------
                                 Name:  Ellis N. Varejes 
                                 Title: Director

DATE:   MARCH 5, 1998            /s/ David Vaillancourt 
                                 ------------------------------------
                                 Name:  David Vaillancourt 
                                 Title: Chief Financial Officer and
                                        Principal Financial Officer