<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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


For the quarterly period ended           March 31, 1997
                                     ------------------------------------------
                                       OR

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

For the transition period from ________________to______________

                         Commission file number 0-26368


                          TRANSMEDIA ASIA PACIFIC, INC.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                                              <C>       
                    DELAWARE                                             13-3760219
        -------------------------------                          -------------------------
         (State or other jurisdiction of                              (I.R.S. Employer
         incorporation of organization)                              Identification No.)
</TABLE>


                 11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND
               (Address of principal executive offices) (zip code)

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



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


                                                               Yes /X/   No / /



The number of shares outstanding of the issuer's common stock, $.00001 par
value, as of May 9, 1997: 15,249,221
<PAGE>   2
                   TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
--------------------------------------------------------------------------------



PART I : CONDENSED CONSOLIDATED FINANCIAL INFORMATION

<TABLE>
<S>                                                                                                        <C> 
ITEM 1 ..................................................................................................  Pages 1-8
Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Operations for the three months ended and
the six months ended March 31, 1997 (unaudited) and March 31, 1996 (unaudited).

Condensed Consolidated Balance Sheets as of:
-   September 30, 1996
-   March 31, 1997 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended and
the six months ended March 31, 1997 (unaudited) and March 31, 1996 (unaudited).

Condensed Consolidated Statement of Changes in Stockholders Equity for the three
month period ended March 31, 1997 (unaudited) and for the fiscal years ended
September 30, 1995 and 1996.

Notes


ITEM 2 ..................................................................................................  Pages 9-12
Management's Discussion and Analysis of Financial
Condition and Results of Operations



PART II:  OTHER INFORMATION..............................................................................  Page 13
---------------------------



SIGNATURES ..............................................................................................  Page 14
</TABLE>
<PAGE>   3
2

PART 1:  FINANCIAL INFORMATION
ITEM 1

                   TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                        Three months        Three months          Six months          Six months
                                               ended               ended               ended               ended
                                           March 31,           March 31,           March 31,           March 31,
                                                1996                1997                1996                1997
                                         (unaudited)         (unaudited)         (unaudited)         (unaudited)
                                        ------------        ------------        ------------        ------------

<S>                                     <C>                 <C>                 <C>                 <C>         
Revenues                                $    473,560        $    490,114        $    842,147        $  1,054,735
Membership fees                               41,475              33,556              80,850              99,940
                                        ------------        ------------        ------------        ------------

Total revenues and fees                      515,035             523,670             922,997           1,154,675

Cost of sales                               (313,981)           (328,955)           (557,406)           (688,036)
                                        ------------        ------------        ------------        ------------

Gross profit                                 201,054             194,715             365,591             466,639

Selling, general and
administrative expenses                     (697,342)           (927,443)         (1,432,991)         (1,664,282)
                                        ------------        ------------        ------------        ------------

Loss from operations                        (496,288)           (732,728)         (1,067,400)         (1,197,643)

Interest income                                2,168              11,810               8,655              18,494
                                        ------------        ------------        ------------        ------------

Loss before income taxes                    (494,120)           (720,918)         (1,058,745)         (1,179,149)

Income taxes                                      --                  --                  --                  --
                                        ------------        ------------        ------------        ------------

Net loss                                    (494,120)           (720,918)         (1,058,745)         (1,179,149)

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

Loss per common share                   $      (0.04)       $      (0.05)       $      (0.08)       $      (0.09)

Weighted average number of common
shares outstanding                        12,469,590          13,918,697          12,469,590          13,695,586
                                        ------------        ------------        ------------        ------------
</TABLE>


See accompanying notes to the condensed consolidated financial statements.


                                       1
<PAGE>   4
                   TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                  September 30,       March 31,
                                                                           1996            1997
                                                                                    (unaudited)
                                                                  -------------     -----------


<S>                                                                <C>              <C>       
ASSETS

Current assets

      Cash and cash equivalents                                    $1,171,305       $  653,251

      Trade accounts receivable                                        66,211           25,016

      Restaurant credits (net of allowance for irrecoverable
      credits of  $119,762 at September 30, 1996 and of
      $146,326 at March 31, 1997)                                     636,808          497,241

      Amounts due from related parties (note 2)                        48,857          334,428

      Prepaid expenses and other current assets                       142,127           57,446
                                                                   ----------       ----------
                                                                    2,065,308        1,567,382


Total current assets

      Property and equipment, (net of accumulated
      depreciation $77,616 at September 30, 1996 and
      $90,886 at March 31, 1997)                                      143,463          148,620

      Intangible assets, (net of accumulated
      amortisation of $245,440 at September 30, 1996
      and $306,800 at March 31, 1997)                               1,596,176        1,534,805

      Other assets (note 4)                                           150,000          406,952
                                                                   ----------       ----------

TOTAL ASSETS                                                       $3,954,947       $3,657,759
                                                                   ----------       ----------
</TABLE>


See accompanying notes to the condensed consolidated financial statements.


                                       2
<PAGE>   5
                   TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    September 30,         March 31,
                                                                                             1996              1997
                                                                                                        (unaudited)
                                                                                    -------------       -----------
<S>                                                                                 <C>                 <C>        
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

      Bank overdraft                                                                 $    40,051        $        --
      Trade accounts payable                                                             253,432            236,968
      Deferred membership fee income                                                     139,215             81,804
      Accrued liabilities                                                                250,352            236,414
      Amount due to related party (note 2)                                                93,300                 --
                                                                                     -----------        -----------
Total Current Liabilities                                                            $   776,350        $   555,186
                                                                                     -----------        -----------


STOCKHOLDERS' EQUITY

      Preferred stock, $0.01 par value per share
      Authorised 5,000,000 shares; none issued                                                --                 --

      Common stock, $0.00001 par value per share Authorised 95,000,000 shares;
      (13,362,447 issued and outstanding at September 30, 1996
      and 13,918,697 at March 31, 1997)                                                      134                139

      Additional paid in capital                                                       7,470,749          8,568,244

      Cumulative foreign currency translation
      adjustment                                                                          53,910             59,535

      Accumulated deficit                                                             (4,346,196)        (5,525,345)

                                                                                     -----------        -----------
      Total Stockholders' Equity                                                     $ 3,178,597        $ 3,102,573
                                                                                     -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $ 3,954,947        $ 3,657,759
                                                                                     -----------        -----------
</TABLE>


See accompanying notes to the condensed consolidated financial statements.


                                       3
<PAGE>   6
                   TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                            Three months      Three months          Six months         Six months
                                                                   ended             ended               ended              ended
                                                               March 31,         March 31,           March 31,          March 31,
                                                                    1996              1997                1996               1997
                                                             (unaudited)        (unaudited)        (unaudited)        (unaudited)
                                                            -------------       -----------        ------------       ------------
<S>                                                         <C>                 <C>                <C>                <C>         
Cash flows from Operating Activities:
      - Net loss                                             $  (494,120)       $  (720,918)       $(1,058,745)       $(1,179,149)
Adjustment to reconcile net loss
to net cash used in operating activities
      - Depreciation                                               7,269              7,899             14,938             15,991
      - Amortization of intangible assets                         30,680             30,680             61,360             61,360
      - Provision for irrecoverable restaurant credits             7,700                473              7,700             26,564
      - Deferred membership fees                                 (19,531)            (4,429)           (55,546)           (56,019)
      - Amortization of deferred compensation                     75,000                 --            150,000                 --
Changes in assets and liabilities:
      - Trade accounts payable                                    17,037             47,548             63,388            (13,930)
      - Accrued liabilities                                      (26,299)            16,936             21,640            (14,326)
      - Restaurant credits                                        56,552             90,947             33,844            106,635
      - Prepaid expenses and other current assets                 28,939             37,987             48,097            125,877
      - Write off of Hawaii option                                    --            150,000                 --            150,000
                                                             -----------        -----------        -----------        -----------
Net cash used in operating activities                           (316,773)          (342,877)          (713,324)          (776,997)
                                                             -----------        -----------        -----------        -----------
Cash flows from investing activities:
      - Due (to)/from related parties                             34,728            (20,871)            28,551           (380,510)
      - Purchase of  property and equipment                       (7,627)             5,818            (14,804)           (21,151)
      - Purchase of NHS option                                        --             (8,205)                --           (142,946)
      - Purchase of Countdown option                                  --           (264,006)                --           (264,006)
                                                             -----------        -----------        -----------        -----------
Net cash (used in)/provided by investing activities               27,101           (287,264)            13,747           (808,613)
                                                             -----------        -----------        -----------        -----------
Cash flows from financing activities:
      - Bank overdraft                                            (5,984)           (54,624)          (126,148)           (40,051)
      - Net proceeds from issuance
        of common stock                                               --                 --                 --          1,097,500
                                                             -----------        -----------        -----------        -----------
Net cash (used in)/provided by financing activities               (5,984)           (54,624)          (126,148)         1,057,449
                                                             -----------        -----------        -----------        -----------

Effects of foreign currency on cash                               14,722            (22,081)            14,722             10,107
                                                             -----------        -----------        -----------        -----------
Net decrease in cash and
cash equivalents                                                (280,934)          (706,846)          (811,003)          (518,054)

Cash and cash equivalents at
beginning of period                                              411,029          1,360,097            941,098          1,171,305
                                                             -----------        -----------        -----------        -----------
Cash and cash equivalents
at end of period                                             $   130,095        $   653,251        $   130,095        $   653,251
                                                             ===========        ===========        ===========        ===========
</TABLE>

Supplemental disclosures of cash flow information:

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


                                       4
<PAGE>   7
                   TRANSMEDIA ASIA PACIFIC INC AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     Number of       Common       Additional          Cumulative          Accumulated   
                                      shares         stock     paid-in capital    currency translation      deficit     
                                                                                      adjustment      
                                   -----------       ------    ---------------    --------------------    -----------   
                                                                                                      
<S>                                <C>               <C>       <C>                <C>                     <C>           
Balance, September 30, 1994         11,815,790        $118       $ 4,363,109            $   (500)         $  (349,650)  
Issuance of  common stock              673,800           7         2,021,393                  --                   --   
Issue costs                                 --          --          (128,744)                 --                   --   
Net loss                                    --          --                --                  --           (1,990,288)  
Effect of foreign currency                                                                            
translation                                 --          --                --               1,449                   --   
Treasury stock                         (20,000)         --           (20,000)                 --                   --   
Compensation expense                        --          --                --                  --                   --   
                                   -----------        ----       -----------            --------          -----------   
Balance, September  30, 1995        12,469,590        $125       $ 6,235,758            $    949          $(2,339,938)  
Issuance of  common stock              892,857           9         1,249,991                  --                   --   
Issue costs                                 --          --           (15,000)                 --                   --   
Net loss                                    --          --                --                  --           (2,006,258)  
Effect of foreign currency                                                                            
translation                                 --          --                --              52,961                   --   
Compensation expense                        --          --                --                  --                   --   
                                   -----------        ----       -----------            --------          -----------   
Balance, September  30, 1996        13,362,447        $134       $ 7,470,749            $ 53,910          $(4,346,196)  
Issuance of  common stock              556,250           5         1,112,495                  --                   --   
Issue costs                                 --          --           (15,000)                 --                   --   
Net loss                                    --          --                --                  --           (1,179,149)  
Effect of foreign currency                                                                            
translation                                 --          --                --               5,625                   --   
                                   -----------        ----       -----------            --------          -----------   
Balance, March 31, 1997             13,918,697        $139       $ 8,568,244            $ 59,535          $(5,525,345)  
                                   ===========        ====       ===========            ========          ===========   


<CAPTION>
                                       Unearned            Total
                                    compensation
                                 
                                    ------------        -----------
                                 
<S>                                 <C>                 <C>        
Balance, September 30, 1994            $      --        $ 4,013,077
Issuance of  common stock               (300,000)         1,721,400
Issue costs                                   --           (128,744)
Net loss                                      --         (1,990,288)
Effect of foreign currency       
translation                                   --              1,449
Treasury stock                                --            (20,000)
Compensation expense                      87,750             87,750
                                       ---------        -----------
Balance, September  30, 1995           $(212,250)       $ 3,684,644
Issuance of  common stock                     --          1,250,000
Issue costs                                   --            (15,000)
Net loss                                      --         (2,006,258)
Effect of foreign currency       
translation                                   --             52,961
Compensation expense                     212,250            212,250
                                       ---------        -----------
Balance, September  30, 1996                  --        $ 3,178,597
Issuance of  common stock                     --          1,112,500
Issue costs                                   --            (15,000)
Net loss                                      --         (1,179,149)
Effect of foreign currency       
translation                                   --              5,625
                                       ---------        -----------
Balance, March 31, 1997                $      --        $ 3,102,573
                                       =========        ===========
</TABLE>


See accompanying notes to the consolidated financial statements.


                                       5
<PAGE>   8

TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 (a)     Basis of Presentation

         The balance sheet as of September 30, 1996 was derived from the
         Company's audited financial statements. The condensed consolidated
         financial statements included herein have been prepared in conformity
         with generally accepted accounting principles in the United States and
         should be read in conjunction with the September 30, 1996 Form 10-K
         filing. The information presented in the unaudited condensed
         consolidated financial statements, in the opinion of management,
         reflects all adjustments (consisting of normal recurring accruals)
         necessary for a fair presentation of the results for all interim
         periods. The results for the three months ended and six months ended
         March 31, 1997 are not necessarily indicative of the results to be
         expected for the full year. The Company filed a registration statement
         under the Securities Act 1933 with the Securities and Exchange
         Commission that was declared effective on August 4, 1995.

(b)      Description of business

         Transmedia Asia Pacific, Inc. ("the Company") was incorporated in
         Delaware on March 10, 1994. The main business activity of Transmedia
         Asia Pacific, Inc. and its subsidiary (collectively the "Group") 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 card (see note
         1(c)). Presently, the Company's sole area of operation is in Australia
         through its wholly owned subsidiary Transmedia Australia Pty Limited.

         The Company has been granted a license (the "Transmedia License") by
         TMNI International Inc., an affiliate of Transmedia Network Inc.
         (collectively "Network"), a corporation which is incorporated in the
         United States of America. The license is to operate a specialized
         restaurant charge card business in Australia and New Zealand with
         limited rights to sublicense the Asia Pacific Region. The agreement to
         purchase the Transmedia License was initially entered into by Conestoga
         Partners II Inc. ("Conestoga"), a corporation which is related to the
         Company by virtue of the shareholding in Conestoga held by Edward J.
         Guinan III, the Chairman of the Board, Chief Executive Officer and a
         Director of the Company (see note 2).

         The Company intends to expand operations in other portions of the
         licensed territories through wholly-owned subsidiaries, unaffiliated
         sublicensees and franchisees or through joint ventures. On April 3,
         1997, the Company purchased 50% of the outstanding capital stock of
         Countdown Holdings Limited, a privately owned United Kingdom company
         based in London, England ("Countdown"). The balance of the outstanding
         capital stock of Countdown was simultaneously purchased by Transmedia
         Europe, Inc. on similar terms to the terms of the Company's purchase.
         The Company's element of the consideration consisted of $800,000
         (500,000 pounds sterling) in cash and the issuance of 1,330,524 shares
         of Common Stock in the Company. In addition, 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. 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 matures on September 27, 1997,
         bears interest at the rate of 12% per annum and is collateralized by a
         pledge of all the Countdown shares purchased by the Company. In
         connection with the loan, the Company issued the director and
         stockholder five-year warrants to purchase up to 138,596 shares of
         Common Stock at $1.13 per share.

         As of March 31, 1997, Transmedia Asia Pacific, Inc, has equity
         interests in the following companies:

<TABLE>
<CAPTION>
         Name                                        Country of  Incorporation             % Owned

<S>                                                  <C>                                   <C>
         Transmedia Australia Pty Ltd.               Australia                               100
         Transmedia Australasia Ltd.                 New Zealand                             100
</TABLE>

(c)      License Cost

The      Company evaluates the carrying value of its investment in License Costs
         for impairment based on an estimate of future undiscounted net cash
         flows that are expected to be generated and are directly attributable
         to the Transmedia License. If the sum of those estimated future
         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, there was no permanent
         impairment in the carrying value of the license costs at September 30,
         1996 or at March 31, 1997.


                                       6
<PAGE>   9

TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

 (d)     Revenue Recognition

         Revenues represent the retail value of food and beverages acquired from
         the participating restaurants by the Company's cardholders, reduced by
         the 20% or 25% discount offered to cardholders. Revenues from card
         membership fees are time apportioned over the period to which they
         relate.

(e)      Restaurant Credits

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

         The funds advanced to participating restaurants are generally unsecured
         and are recoverable as cardholders utilize their restaurant charge card
         at the respective restaurant. In certain cases, the Company may request
         a personal guarantee from the owner of a restaurant with respect of 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.

2.  RELATED PARTY TRANSACTIONS

         Amounts due from/(to) related parties consist of the following:

<TABLE>
<CAPTION>
                                September 30,         March 31,
                                         1996              1997
                                -------------        ----------
<S>                             <C>                  <C>      
E Guinan III                        $      --        $      --
Conestoga Partners Inc.                26,260           26,260
Transmedia Europe Inc.                (93,300)         271,403
Paul Harrison                          22,597           36,765
                                    ---------        ----------
                                    $ (44,443)       $  334,428
                                    ---------        ----------
</TABLE>

         The above loans are unsecured, non interest bearing, and repayable on
         demand. Information regarding the activity with respect to the amounts
         due from related parties is as follows:
<TABLE>
<CAPTION>
                                                    Conestoga    Transmedia
                                 E Guinan III    Partners Inc.   Europe Inc.     P Harrison
                                 ------------    -------------   -----------     ----------
<S>                              <C>             <C>             <C>             <C>     
Balance at September 30, 1996       $     --        $26,260       $ (93,300)       $ 22,597

Additions                             79,750             --         848,750          15,807
Amounts charged                           --             --        (441,991)             --
Amounts collected                    (79,750)            --         (42,056)             --
Foreign currency movement                 --             --              --          (1,639)
                                    --------        -------       ---------        --------
Balance at March 31, 1997           $     --        $26,260       $ 271,403        $ 36,765
                                    --------        -------       ---------        --------
</TABLE>

3.  PROPOSED MERGER

         The Company entered into an Agreement and Plan of Reorganization (the
         'Agreement'), dated as of February 10, 1997, with Transmedia Europe,
         Inc., a Delaware corporation, the Common Stock of which is quoted on
         the NASDAQ Small Cap Market ('Transmedia Europe'), Transmedia Europe
         Acquisition Corporation, a Delaware corporation and wholly-owned
         subsidiary of the Transmedia Europe ('Europe Acquisition'), and
         Transmedia Asia Acquisition Corporation, a Delaware corporation and
         wholly-owned subsidiary of the Transmedia Europe ('Asia Acquisition').

         Under the terms of the Agreement, among other things (i) Transmedia
         Europe will make a contribution to the capital of Europe Acquisition by
         conveying substantially all of Transmedia Europe's assets, except for
         its equity interest in Transmedia La Carte Restaurant S.A. , to Europe
         Acquisition; and (ii) immediately thereafter Asia Acquisition will
         merge with and into the Company pursuant to which the Company will be
         the surviving entity and become a wholly-owned subsidiary of Transmedia
         Europe and holders of Common Stock of the Company will be entitled to
         receive 0.9109 of a share of Common Stock of Transmedia Europe for each
         Company share previously owned.


                                       7
<PAGE>   10
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

4.       OTHER ASSETS

         The other assets consist of the following:
<TABLE>
<CAPTION>
                                                                                   September 30,      March 31,
                                                                                            1996           1997
                                                                                           -----          -----
<S>                                                                                <C>                <C>     
Investment in option to acquire:
         - Network franchise in the State of Hawaii                                  $  150,000       $     --
         - National Helpline Services Pty Limited                                            --        142,946
         - Countdown Holdings Limited                                                        --        264,006
                                                                                     ----------       --------
                                                                                     $  150,000       $406,952
                                                                                     ==========       ========
</TABLE>


         The Company made an investment of $150,000 to extend the option to
         operate the sole Network franchise in the State of Hawaii during the
         year ended September 30, 1995. This investment has been written off in
         the three months ended March 31, 1997 as the option has lapsed as the
         Company decided not to open in that State. This was as a result of the
         Company wanting to focus on the existing Transmedia territories and the
         integration of the Transmedia and Countdown businesses.

         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 Asia
         Pacific, Inc. acquired an option, on identical terms to the Company,
         over the remaining 50% share capital of NHS. Although the 6 month
         option has expired, the Company is currently in ongoing negotiations
         with the NHS management to acquire 50% of that company. The Company
         currently believes that the option cost will be offset against the
         purchase consideration on completion.

         On March 27, 1997 International Advance, Inc., a company of which
         Edward J Guinan III, Chairman of the Company, is the principal
         shareholder and an officer and a director , assigned the Countdown
         option agreement at cost to the Company and Transmedia Asia Pacific,
         Inc. for a consideration of approximately $205,000 (125,000 sterling)
         each and related legal costs of $59,006 each.

5.       POST BALANCE SHEET EVENT

         On April 3, 1997, the Company purchased 50% of the outstanding capital
         stock of Countdown Holdings Limited, a privately owned United Kingdom
         company based in London, England ("Countdown"). The balance of the
         outstanding capital stock of Countdown was simultaneously purchased by
         Transmedia Europe, Inc. on similar terms to the terms of the Company's
         purchase.

6.       CONTINGENT LIABILITY

         The Company did not withhold any amount from Edward J Guinan III's
         remuneration with respect to either U.S. or U.K. taxes through March
         31, 1997. Such treatment was used pending resolution by Edward J
         Guinan III of his tax residence. Mr. Guinan has committed 500,000
         shares of the Company's Common Stock and 500,000 shares of Transmedia
         Europe, Inc.'s Common Stock to be privately sold in order to provide
         an aggregate of pound sterling 300,000 of tax guarantees against any
         potential tax liabilities of the Company and Transmedia Europe, Inc..
         Any excess proceeds will be first used to repay any loans of Mr.
         Guinan and his affiliates with the balance of the proceeds to be paid
         to him. There can be no assurance as to whether such sale will be
         affected and/or whether the proceeds will be adequate to cover any
         potential liabilities  of the Company.


                                       8
<PAGE>   11
ITEM 2
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARY
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 and the
related disclosures.

The nature of the Company's business is such that there is a lead time before
profitable operations can be anticipated. This is demonstrated in the financial
results for the three month periods ended March 31, 1997 and 1996 and the six
month periods ended March 31, 1997 and 1996. The success of the Company is
dependent upon increasing the number of cardholders ('Company Cardholders') of
the Company's card ('The Restaurant Card') and the number of restaurants
('Company Participating Restaurants'), as well as obtaining increased usage of
The Restaurant Card by Company Cardholders. The Company's joint venture
marketing partners are predominantly large size organisations, with lengthy
internal procedures. Consequently preparing campaigns for launch and the
resulting anticipated increase in Company Cardholders is taking considerably
longer than was initially anticipated. As of May 9, 1997 the Company had
approximately 26,700 Company Cardholders and 370 Company Participating
Restaurants.

Certain statements in this Report under the caption "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, including, without limitation,
statements regarding future cash requirements. 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, the following: the loss of a large number of
Company Cardholders or Company Participating Restaurants; general economic and
business conditions; industry capacity; industry trends; demographic changes;
competition; changes in business strategy or development plans; quality of
management; availability, terms and deployment of capital; business abilities
and judgment of personnel; availability of qualified personnel; changes in, or
the failure to comply with, government regulations; and other factors referenced
in this Report.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996

The Company generated revenues of $490,114 ,an increase of 3% over 1996 (4%
after deducting for foreign exchange movements) for the three months ended March
31, 1997. The Company increased its number of Company Cardholders from 11,200 at
March 31, 1996 to 24,800 at March 31, 1997 largely as a result of Company
Cardholders produced by the Westpac Banking Corp campaign since August 1996. In
December 1996 the Company began signing additional Company Cardholders using the
Australian company FAI Insurance ('FAI') as a joint marketing partner. This
novel arrangement allows a 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
increased its number of Company Participating Restaurants from 350 at March 31,
1996 to 385 at March 31, 1997. Membership fees for the three months ended March
31, 1997 of $33,556 are significantly lower than the $41,475 reported for the
three months ended March 31, 1996. This is as a result of an accounting
adjustment of $15,584 between the quarter ended December 31, 1996 and the
quarter ended March 31, 1997 and. There was an 18% increase before making the
adjustment which is a result of the Company billing Company Cardholders for the
first time following a typically waived initial membership period.

Cost of sales amounted to $328,955, an increase of 5% over 1996 (6% after
deducting for foreign exchange movements) for the three months ended March 31,
1997, in line with the 3% increase in revenues. Cost of sales are approximately
50% of the gross food and beverages value consumed by Company Cardholders and
represents the recovery of the advances ('Restaurant Credits') made by the
Company to the respective Company Participating Restaurants.

Selling, general and administrative expenses, consisting primarily of the costs
of operations, for the three months ended March 31, 1997 amounted to $927,443.
This exceeded the $697,342 for the three months ended March 31, 1996 by 33% due
to the write off of the Hawaii option (see Liquidity and Capital Resources) of
$150,000 and professional fees of $94,500 incurred through the end of the
quarter for work on the proposed merger with Transmedia Europe, Inc..

The Company earned $11,810 and $2,168 for the three months ended March 31, 1997
and 1996, respectively, from the temporary investment of excess cash funds. The
Company remains in a net operating loss carry forward position for income tax
purposes and no tax benefit has been recognized for the three months ended March
31, 1997.

The Company incurred a net loss of $720,918 (increase of 46% over 1996) for the
three months ended March 31, 1997. This increase is due to the 3% increase in
revenues being far outweighed by the 33% in selling, general and administrative
expenses as detailed above.


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<PAGE>   12
TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

SIX MONTHS ENDED MARCH 31, 1997 COMPARED TO SIX MONTHS ENDED MARCH 31, 1996

The Company generated revenues of $1,054,735, an increase of 25% over 1996 (22%
after deducting for foreign exchange movements) for the six months ended March
31, 1997. The 22% increase in revenues is principally due to the increase in the
number of Company Cardholders. Membership fees for the six months ended March
31, 1997 of $99,940 are significantly greater than the $80,850 reported for 1996
and are as a result of the Company billing Company Cardholders for the first
time following the typically waived initial membership period.

Cost of sales amounted to $688,036, an increase of 23% over 1996 (20% after
deducting for foreign exchange movements) for the six months ended March 31,
1997, in line with the 25% increase in revenues. Cost of sales are approximately
50% of the gross food and beverages value consumed by Company Cardholders and
represents the recovery of the Restaurant Credits made by the Company to the
respective Company Participating Restaurants. Selling, general and
administrative expenses, consisting primarily of the costs of operations, for
the six months ended March 31, 1997 amounted to $1,664,282 representing an
increase of 16% over 1996. The increase is due to the write off of the Hawaii
option of $150,000 and professional fees of $94,500 incurred through the end of
the six month period for work on the proposed merger with Transmedia Europe,
Inc. netted against significant savings on printing costs.
                     
The Company earned $18,494 and $8,655 for the six months ended March 31, 1997
and 1996, respectively, 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 six months ended March
31, 1997.

The Company incurred a net loss of $1,179,149 (increase of 11% over 1996) for
the six months ended March 31, 1997. This increase is due to the 25% increase in
revenues being exceeded by the 23% increase in cost of sales and 16% increase in
selling, general and administrative expenses as detailed above.

LIQUIDITY AND CAPITAL RESERVES

The Company was initially capitalized with 7,250,000 shares. On May 26, 1994,
the Company issued: (i) 450,000 shares of Common Stock to Conestoga for
$450,000; (ii) 590,790 shares were issued to Network as partial consideration
for the purchase of the Transmedia License; and (iii) 3,525,000 shares 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 Transmedia
License from the private placement of shares, 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 Transmedia License. Initially
such utlization 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 573,800
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 Transmedia License. The net cash to the
Company from the second private placement of shares in April 1995 was
$1,892,656. On June 16, 1995 the Company entered into an agreement with Nomura,
Wassertein, Perella and Co. Ltd. to provide certain consulting services through
June 16, 1996. Pursuant to such agreement, the Company issued 100,000 shares of
Common Stock and paid a $100,000 retainer to Nomura, Wassertein, Perella and Co.
Ltd.

In July 1996 the Company completed a private placement of 892,857 shares of
Common Stock at a price of $1.40 per share. The net proceeds of $1,235,000 have
been used to provide working capital to existing operations. In December 1996
the Company issued, in a private placement, 556,250 shares of Common Stock at a
price of $2.00 per share together with warrants to purchase 185,417 shares of
Common Stock, which expire in December 1999 and have an exercise price of $2.00
per share. The net proceeds of $1,097,500 are being used to provide working
capital to existing operations.

The Company made investments of $150,000 to extend the option to operate the
sole Network franchise in the State of Hawaii and $1,000,000 to acquire the
Transmedia License during the year ended September 30, 1995 and period ended
September 30, 1994, respectively. The investment in the Network franchise in the
State of Hawaii has been written off in the three months ended March 31, 1997 as
the option has lapsed as the Company decided not to open in that State. This was
as a result of the Company wanting to focus on the existing Transmedia
territories and the integration of the Transmedia and Countdown businesses.


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<PAGE>   13
TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

In December 1996 Transmedia Network, Inc. ("TMNI") and its affiliate Transmedia
International, Inc. agreed, at the Company's request, to amend the Transmedia
License. The principal revisions allowed the Company to expand into new
businesses, acquire Countdown PLC and undertake a corporate restructuring. In
consideration a $750,000 fee was paid on April 3, 1997 when the acquisition of
Countdown PLC was completed. This fee was split between the Company and
Transmedia Europe, Inc. and took the form of $125,000 each in cash to TMNI and
each agreed to issue a promissory note in the principal amount of $250,000 and
bearing interest at the rate of 10% per annum. The promissory notes are to be
convertible at the holder's option into common stock of the issuer at the rate
of $1.20 per share. A $250,000 fee, split between the Company and Transmedia
Europe, Inc. subject to joint and several liability, will also be payable when,
and if, a corporate restructuring is completed.

In order to maintain full rights under the Transmedia License the Company must
commmence operations in a country other than Australia and New Zealand by May
25, 1997. The Company will not be able to comply with this requirement. While
the Company will seek to negotiate a time extension of this requirement with
Network, there can be no assurance as to the outcome of such a negotiation.

In October 1996, the Company made an initial 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'). NHS is an Australian business based in
Sydney which operates an innovative telephone helpline and medical evacuation
business. Its main clients are businesses in the financial services sector who
are seeking to augment the package offered to their customers. As of December,
1996, NHS had approximately 4 million members in Australia. Transmedia Europe,
Inc. acquired an option, on identical terms to the Company, over the remaining
50% share capital of NHS. A further $8,205 for NHS-related legal fees has been
capitalised within the investment cost of the NHS option during the three months
ended March 31, 1997. Although the 6 month option has expired, the Company is
currently in ongoing negotiations with the NHS management to acquire 50% of that
company. The Company currently believes that the option cost will be offset
against the purchase consideration on completion.

In addition to the investments above, there were cash outflows to related
parties of $20,871 and inflows from related parties of $34,728 for the three
months ended March 31, 1997 and 1996, respectively. There were cash outflows to
related parties of $380,510 and inflows from related parties of $28,551 for the
six months ended March 31, 1997 and 1996, respectively. On March 27, 1997
International Advance, Inc., a company of which Edward J Guinan III, Chairman of
the Company, is the principal shareholder and an officer and director , assigned
the Countdown option agreement at cost to the Company and Transmedia Europe,
Inc. for a consideration of approximately $205,000 (125,000 sterling) each and
related legal costs of $59,006 each.

Net cash used in operating activities for the three months ended March 31, 1997
and 1996 was $342,877 and $316,773, respectively, and for the six months ended
March 31, 1997 and 1996 was $776,997 and $713,324, respectively, mainly
resulting from the net loss for the relevant periods. Of these amounts $90,947
and $56,552 represent the net cash inflow for the three months ended March 31,
1997 and 1996, respectively, and $106,635 and $33,844 represent the net cash
inflow for the six months ended March 31, 1997 and 1996, respectively, for
advances to Company Participating Restaurants.

The cash resources of the Company will be used to provide Restaurant Credits to
Company Participating Restaurants in Asia and the Pacific Rim including Japan,
China, Hong Kong, Taiwan, Korea, The Philippines and India (the 'Licensed
Territories'), and to pay for general and administrative expenses, including
officers' compensation and compensation to independent sales consultants for the
recruitment of Company Participating Restaurants, and Company Cardholders.

The Restaurant Credits are generally unsecured and are recoverable only as
Company Cardholders utilise The Restaurant Card at the respective Company
Participating Restaurant. In a small number of cases, the Company may request a
personal guarantee from the owner. Generally, no other forms of collateral or
security are obtained from restaurant owners. Recovery of Restaurant Credits as
well as generation of gross profit from operations is strongly dependent upon
the frequency of use by existing Company Cardholders of The Restaurant Card.
Losses from restaurant failures have not been significant in the limited
operating experience of the Company.

The Company has not made any significant capital commitments other than the
commitments made under the Transmedia License. The Company does not have an
immediate plan to make other significant capital commitments related to the
operation of its business in Australia.



                                       11
<PAGE>   14
TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Although the Company anticipates that its current cash, together with revenues
expected to be derived from operations, should, based upon its internal
calculations, be sufficient to fund operating, and other capital needs for the
next year, the Company will be required to seek additional financing during such
period in the event it either intends to make acquisitions or that there are
delays, cost overruns, sales declines or unanticipated expenses. While the
Company is confident that sufficient funds will be available to meet its
anticipated business expansion needs for the next year there can be no assurance
that the Company will be able to obtain such additional financing in the
remainder of fiscal year 1997.

The Company entered into an Agreement and plan of Reorganization (the
'Agreement'), dated as of February 10, 1997, with Transmedia Europe, Inc., a
Delaware corporation, the Common Stock of which is quoted on the NASDAQ Small
Cap Market ('Transmedia Europe'), Transmedia Europe Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of the Transmedia Europe
('Europe Acquisition'), and Transmedia Asia Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of the Transmedia Europe ('Asia
Acquisition'). Under the terms of the Agreement, among other things (i)
Transmedia Europe will make a contribution to the capital of Europe Acquisition
by conveying substantially all of Transmedia Europe's assets, except for its
equity interest in Transmedia La Carte Restaurant S.A. , to Europe Acquisition;
and (ii) immediately thereafter Asia Acquisition will merge with and into the
Company pursuant to which the Company will be the surviving entity and become a
wholly- owned subsidiary of Transmedia Europe and stockholders of Common Stock
of the Company will be entitled to receive 0.9109 of a share of Common Stock of
Transmedia Europe.

The Company did not withhold any amounts from Edward J Guinan III's remuneration
with respect to either U.S. or U.K. taxes. Such treatment has been used pending
resolution by Edward J Guinan III of his tax residence. Mr. Guinan has
committed 500,000 shares of the Company's Common Stock and 500,000 shares of
Transmedia Europe, Inc.'s Common Stock to be privately sold in order to provide
an aggregate of pound sterling 300,000 of tax guarantees against any potential
tax liabilities of the Company and Transmedia Europe, Inc.. Any excess proceeds
will be first used to repay any loans of Mr. Guinan and his affiliates with the
balance of the proceeds to be paid to him. There can be no assurance as to
whether such sale will be affected and/or whether the proceeds will be adequate
to cover any potential liabilities of the Company.

On April 3, 1997, the Company purchased 50% of the outstanding capital stock of
Countdown Holdings Limited, a privately owned United Kingdom company based in
London, England ("Countdown"). The balance of the outstanding capital stock of
Countdown was simultaneously purchased by Transmedia Europe, Inc. on similar
terms to the terms of the Company's purchase. The Company's element of the
consideration consisted of $800,000 (500,000 pounds sterling) in cash and the
issuance of 1,330,524 shares of Common Stock in the Company. In addition, 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. 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 matures on September 27, 1997, bears
interest at the rate of 12% per annum and is collateralized by a pledge of all
the Countdown shares purchased by the Company. In connection with the loan, the
Company issued the director and stockholder five-year warrants to purchase up to
138,596 shares of Common Stock at $1.13 per share.

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.


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<PAGE>   15
TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY




PART II:  OTHER INFORMATION
Item 2:  Recent sales of unregistered securities

On April 3, 1997 the Company issued 1,330,524 shares of Common Stock to C.E.C.
Radbone as part payment of the consideration for the acquisition of 50% of the
outstanding capital stock of Countdown Holdings Limited. In addition, the
Company granted an option to purchase up to 277,193 shares of Common Stock at a
purchase price of $0.9019 per share to C.E.C. Radbone. In connection with the
loan of $1,000,000 received from J.V. Vittoria on April 3, 1997, the Company
issued J.V. Vittoria five-year warrants to purchase up to 138,596 shares of
Common Stock at $1.13 per share. The Company has claimed an exemption from the
registration requirements of the Securities Act of 1933, as amended
('Securities Act') by relying on section 4 (2) of the Securities Act, which
allows for an exemption for transactions by an issuer not involving a public
offering, and the rules and regulations thereunder.

Item 6:  Exhibits and Reports on Form 8-K

a) Exhibits:

         10.1 (o) Service Agreement dated as of April 3, 1997, between
                  Countdown plc and C.E.C. Radbone

         10.1 (p) Common Stock Purchase Warrant dated as of April 3, 1997,
                  between the Company and J.V. Vittoria

         10.1 (q) Loan Facility Agreement dated as of March 27, 1997,
                  between the Company and J.V. Vittoria

         10.1 (r) Share Pledge Agreement dated as of April 3, 1997 between
                  the Company and J.V. Vittoria

         10.1 (s) Master License Amendment dated as of December 20, 1996, by and
                  among the Company, Transmedia Network, Inc. and TMNI
                  International Incorporated

         10.1 (t) Registration Rights Agreement dated as of April 3, 1997 by
                  and among the Company, Transmedia Europe, Inc. and C.E.C.
                  Radbone

         10.1 (u) Agreement dated December 6, 1996, by and among Transmedia
                  Network, Inc., Transmedia International Incorporated, 
                  the Company and Transmedia Asia Pacific, Inc., as amended by
                  Amendment No. 1 thereto dated as of April 1, 1997.

b) Reports on Form 8-K: - A report on Form 8-K was filed on April 18, 1997
regarding the acquisition of 50% of the outstanding capital of Countdown
Holdings Limited.


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TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
--------------------------------------------------------------------------------



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused their Report to be signed on its behalf by the
undersigned thereunto duly authorised.



TRANSMEDIA ASIA PACIFIC, INC.






By /s/ William H. Price
   -------------------------------------------------------
WILLIAM H. PRICE
Chief Financial Officer and Duly Authorised Representative

May 14, 1997


<PAGE>   17
                                EXHIBIT INDEX
                                -------------

Exhibit
  No.                          Description
-------                        -----------

10.1 (o)          Service Agreement dated as of April 3, 1997, between
                  Countdown plc and C.E.C. Radbone

10.1 (p)          Common Stock Purchase Warrant dated as of April 3, 1997,
                  between the Company and J.V. Vittoria

10.1 (q)          Loan Facility Agreement dated as of March 27, 1997,
                  between the Company and J.V. Vittoria

10.1 (r)          Share Pledge Agreement dated as of April 3, 1997 between
                  the Company and J.V. Vittoria

10.1 (s)          Master License Amendment dated as of December 20, 1996, by and
                  among the Company, Transmedia Network, Inc. and TMNI
                  International Incorporated

10.1 (t)          Registration Rights Agreement dated as of April 3, 1997 by
                  and among the Company, Transmedia Europe, Inc. and C.E.C.
                  Radbone

10.1 (u)          Agreement dated December 6, 1996, by and among Transmedia
                  Network, Inc., Transmedia International Incorporated, 
                  the Company and Transmedia Asia Pacific, Inc., as amended by 
                  Amendment No. 1 thereto dated as of April 1, 1997.

27                Financial Data Schedule