UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q/A
                                (Amendment No. 1)
(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, 1998 

                                       OR

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

For the transition period from__________________to________________

                         Commission file number 0-26368

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

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

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

                            U.K. 011-44-171-930-0706
                            ------------------------
                              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 |_| No |X|

           17,991,316 Shares, $.00001 par value, as of April 15, 1998
  (Indicate the number of shares outstanding of each of the issuer's classes of
                 common stock as of the latest practicable date)

<PAGE>

                 TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARIES

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

                                TABLE OF CONTENTS

PART I: CONSOLIDATED FINANCIAL INFORMATION

ITEM 1                                                              Pages 1- 15
Consolidated Financial Statements (Unaudited)

Consolidated Balance Sheet as of March 31, 1998 and 
September 30, 1997

Consolidated Statement of Operations for the three months 
ended March 31, 1998 and 1997 and the six months ended 
March 31, 1998 and 1997

Consolidated Statement of Cash Flows for the six months
ended March 31, 1998 and 1997

Notes to the Consolidated Financial Statements

ITEM 2                                                              Pages 16-18
Management's Discussion and Analysis of Financial
Condition and Results of Operations

PART II:  OTHER INFORMATION                                         Page 19

SIGNATURES                                                          Page 19

The consolidated financial statements are unaudited. However, management
believes that all necessary adjustments (which include only normal recurring
accruals) have been reflected to present fairly the financial position of the
company at September 30, 1997 and March 31, 1998, the results of its operations
for the three and six months ended March 31, 1998 and 1997 and the changes in
its cash flows for the six months ended March 31, 1998 and 1997.

<PAGE>

                  TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

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

                                                        March 31,  September 30,
                                                             1998           1997
                                                      (Unaudited)      (Audited)
                                                      -----------      ---------

Assets                                                              
------                                                                
Current assets                                                      
                                                                    
    Cash and cash equivalents                          $  937,435     $   13,104
                                                                    
    Trade accounts receivable                             250,639         56,563
                                                                    
    Restaurant credits (net of allowance for                        
    irrecoverable credits of  $125,207 at                           
    March 31, 1998 and of $ 114,610 at                              
    September 30, 1997)                                   191,006        301,815
                                                                    
    Amounts due from related parties (note 14)             68,409        258,533
                                                                    
    Prepaid expenses and other current assets             473,453         18,784
                                                       ----------     ----------
                                                                    
Total current assets                                    1,920,942        648,799
                                                                    
Non current assets                                                  
                                                                    
    Investment in affiliated company (Note 9)           2,432,006      2,715,442
                                                                    
    Property and equipment, (net of accumulated                     
    depreciation  of  $598,349 at March 31, 1998 and                
    $106,260 at September 30, 1997)                       206,465         94,250
                                                                    
    Intangible and other assets, (net of accumulated                
    amortisation of  $705,965 at March 31, 1998 and                 
    $ 643,847 at September 30, 1997)(note 10)           1,134,825      1,196,943
                                                                    
    Goodwill, (net of accumulated                                   
    amortisation of  $84,828 at March 31, 1998 and                  
    $ Nil at September 30, 1997)(note 11)               3,732,447              0
                                                                    
    Other assets                                                0        142,946
                                                       ----------     ----------
                                                                    
Total assets                                           $9,426,685     $4,798,380
                                                       ==========     ==========
                                                                   
See accompanying notes


                                       1
<PAGE>

                  TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

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

                                                      March 31,   September 30,
                                                           1998            1997
                                                    (Unaudited)       (Audited)
                                                     ---------         -------
Liabilities and Stockholders' Equity

Current liabilities

    Trade accounts payable                         $    290,790    $    267,232
    Deferred membership fee income                      252,953         104,375
    Accrued liabilities                                 799,608         330,908
    Deferred cost of investment                       2,034,288               0
    Amount due to related parties (note 14)           3,305,646       1,345,712
                                                   ------------    ------------
Total Current Liabilities                          $  6,683,285    $  2,048,227
                                                   ------------    ------------

Stockholders' equity

    Common stock, $0.00001 par value per share
    Authorised 95,000,000 shares; (17,991,316
    issued and outstanding at March 31, 1998
    and 15,249,221 at September 30, 1997)                   180             153

    Additional paid in capital                       12,058,261       9,962,922

    Cumulative foreign currency translation             459,047         163,719
    adjustment

    Accumulated deficit                              (9,992,139)     (7,376,641)

                                                   ------------    ------------
    Total Stockholders' Equity                        2,525,349       2,750,153
                                                   ------------    ------------

    Minority interest                                   218,051               0

                                                   ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  9,426,685    $  4,798,380
                                                   ============    ============

See accompanying notes


                                       2
<PAGE>

                  TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                Three months    Three months      Six months      Six months
                                                       ended           ended           ended           ended
                                                   March 31,       March 31,       March 31,       March 31,
                                                        1998            1997            1998            1997
                                                ------------    ------------    ------------    ------------
<S>                                               <C>               <C>           <C>             <C>        
Total revenues                                     1,062,755         523,670       1,752,791       1,154,675

Cost of sales                                       (296,248)       (328,955)       (578,357)       (688,036)
                                                ------------    ------------    ------------    ------------

Gross profit                                         766,507         194,715       1,174,434         466,639

Selling, general and
administrative expenses                           (1,535,796)       (927,443)     (3,723,763)     (1,664,282)
                                                ------------    ------------    ------------    ------------

Loss from operations                                (769,289)       (732,728)     (2,549,329)     (1,197,643)

Share of profits/losses of associated company         37,542               0           5,978               0

Interest income                                        1,438          11,810           2,936          18,494
                                                ------------    ------------    ------------    ------------

Loss before income taxes                            (730,309)       (720,918)     (2,540,415)     (1,179,149)

Income taxes                                               0               0               0               0
                                                ------------    ------------    ------------    ------------

Loss after income taxes                             (730,309)       (720,918)     (2,540,415)     (1,179,149)

Minority Interest                                    (37,298)              0         (75,083)              0
                                                ------------    ------------    ------------    ------------

Net loss                                        $   (767,607)   $   (720,918)   $ (2,615,498)   $ (1,179,149)

Loss per common share                           $      (0.05)   $      (0.05)   $      (0.16)   $      (0.09)

Weighted average number of  common
shares outstanding                                16,687,695      13,918,697      16,111,653      13,695,586
                                                ------------    ------------    ------------    ------------
</TABLE>

See accompanying notes


                                       3
<PAGE>

                  TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

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

<TABLE>
<CAPTION>
                                                     Six months ended   Six months ended
                                                       March 31, 1998    March 31, 1997
                                                       --------------    --------------
<S>                                                      <C>              <C>         
Cash flows from Operating Activities:
    - Net loss                                           $(2,615,498)     $(1,179,149)

Adjustment to reconcile net loss                                         
to net cash used in operating activities                                 
    - Depreciation                                            22,315           15,991
    - Amortization of intangible assets                      146,946           61,360
    - Provision for irrecoverable restaurant credits         100,000           26,564
    - Accrued sign-on fees                                 1,120,418               --
    - Share of associated company profits                     (5,978)              --
    - Unrealised foreign exchange losses                     249,339               --
    - Minority interest                                       75,083               --

Changes in assets and liabilities net of acquisitions:                   
    - Trade accounts payable                                (267,232)         (13,930)
    - Accrued liabilities                                     52,878          (14,326)
    - Restaurant credits                                      10,809          106,635
    - Prepaid expense and other current assets               (96,635)         125,877
    - Trade accounts receivable                               35,880               --
    - Deferred membership fees                               (46,570)         (56,019)
    - Write off of Hawaii option                                  --          150,000
    - Due from/(due) to related parties                      241,384         (380,510)
                                                         -----------      -----------
Net cash used in operating activities                       (976,861)      (1,157,507)
                                                         -----------      -----------
Cash flows from investing activities:                                    
    - Purchase of property and equipment                           0          (21,151)
    - Purchase of NHS option                                (763,323)        (142,946)
    - Purchase of Countdown option                                 0         (264,006)
    - Loan from Countdown                                    181,812                0
                                                         -----------      -----------
Net cash used in investing activities                       (581,511)        (428,103)
                                                         -----------      -----------
Cash flows from financing activities:                                    
    - Bank overdraft                                               0          (40,051)
    - Net proceeds received from issuance of:                            
      common stock                                         1,595,366        1,097,500
    - NHS cash acquired                                      841,347                0
                                                         -----------      -----------
Net cash (used in)/provided by financing activities        2,436,713        1,057,449
                                                         -----------      -----------
Effect of foreign currency on cash                            45,990           10,107
                                                         -----------      -----------
Net (decrease)/increase in cash and                                      
cash equivalents                                             924,331         (518,054)
Cash and cash equivalents at                                             
beginning of period                                           13,104        1,171,305
                                                         -----------      -----------
Cash and cash equivalents at end of period               $   937,435      $   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

See accompanying notes


                                       4
<PAGE>

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

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

Item 1 - The Company

Transmedia Asia Pacific, Inc. ("TMAP" or "the Company") is a Delaware
corporation which was organized in March 1994 and commenced 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"), 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 restaurant discount charge card business. The
licensed territories comprise all Asian and Pacific Rim countries including
Japan, China, Hong Kong, Taiwan, Korea, the Philippines and India (the "Licensed
Territories"). Network is an independent company which, through its affiliate
TMNI International Inc., ("TMNI"), is a shareholder of the Company.

On April 3, 1997 the Company acquired a 50% interest in Countdown Holdings
Limited ("Countdown"). In a simultaneous transaction Transmedia Europe, Inc.
("TME"), a Delaware corporation which shares common directors and officers with
the Company, acquired the remaining 50% of Countdown. Founded 27 years ago,
Countdown is an international provider of shopping and leisure discount benefits
to approximately 6,500,000 members with over 100,000 participating merchants in
47 countries. Countdown's head office is based in London with further
infrastructure support provided by licensees operating in 14 countries. Within
the UK market, there are approximately 25,000 participating merchants and
2,500,000 members.

On December 2, 1997 Transmedia Australia Holdings Pty Limited ("Transmedia
Australia"), an Australian company owned equally by the Company and TME,
purchased 51% of the shares of common stock of NHS Australia Pty Limited
("NHS"). NHS purchased the net assets and business of Nationwide Helpline
Services Pty Limited ("Nationwide"). Nationwide, established in 1989, is an
Australian based provider of "member benefit" programs primarily to
organizations with large consumer bases such as banks and insurance companies.
The operations of NHS are controlled by the Company and consolidated within the
Company's financial statements effective December 2, 1997. Transmedia Australia
also acquired an option to purchase the balance of 49% of the shares of common
stock of NHS, which was exercised on December 23, 1997. (Refer to Note 13
"Acquisitions" for further details).

As of March 31, 1998, Transmedia Asia Pacific, Inc., had the following equity
interests in its direct subsidiaries and affiliates:

                                                   Country of
Name                                               Incorporation        % Owned
                                                   
Transmedia Australia Pty Ltd                       Australia               100
Transmedia Australasia Pty Ltd                     New Zealand             100
Transmedia Australia Holdings Pty Ltd              Australia                50
Countdown Holdings Limited                         UK                       50
Transmedia Australia Travel Holdings Pty Ltd       Australia                50

All references herein to "Company" and "TMAP" include Transmedia Asia Pacific,
Inc. and its subsidiaries unless otherwise indicated.


                                       5
<PAGE>

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

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

Note 2. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in conformity with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
consolidated financial statements. In the opinion of management, the statements
contain all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the financial position as of March 31, 1998, the results of
operations for the three and six months ended March 31, 1998 and 1997 and the
changes in cash flows for the six months ended March 31, 1998 and 1997. The
results of operations for the three and six months ended March 31, 1998 are not
necessarily indicative of the results to be expected for the full year.

The consolidated financial statements include the financial statements of the
Company and its subsidiaries. The consolidated balance sheet includes the assets
and liabilities of NHS and the consolidated statement of operations includes the
results of operations of NHS, notwithstanding the fact that the Company's
interest in the equity capital of Transmedia Australia (owner of 51% of NHS) is
50%. This basis of presentation has been adopted because the Company has
effective control of Transmedia Australia. All significant intercompany
transactions have been eliminated in consolidation.

The September 30, 1997 balance sheet has been derived from the audited
consolidated financial statements at that date included in the Company's annual
report on Form 10-K. These unaudited consolidated financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's annual report on Form 10-K

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's ability to continue as a
going concern may depend on its ability to obtain outside financing sufficient
to support its operations and complete identified acquisitions. Management
remains confident, based upon the Company's history of obtaining necessary
financing, that sufficient funds will be available to the Company to enable it
to operate for the foreseeable future and complete identified acquisitions.
However there can be no assurance given that the Company will obtain such
short-term or long-term outside financing or complete the acquisitions.

Note 3. Foreign Currencies

The reporting currency of the Company is the United States dollar. The
functional currencies of the Company's operating subsidiaries and affiliates are
UK pound sterling and the Australian dollar.

For consolidation purposes, the assets and liabilities of the Company's
subsidiaries are translated at the exchange rate in effect at the balance sheet
date. Consolidated statements of income for the Company's subsidiaries are
translated at the average rates of exchange during the period. Exchange
differences arising on these translations are taken directly to stockholders'
equity.


                                       6
<PAGE>

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

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

Note 3. Foreign Currencies (continued)

The average exchange rates during the three and six months ended March 31, 1998
and March 31, 1997 and the exchange rates in effect at March 31, 1998 and
September 30, 1997 were as follows:

                                               UK Pound        Australian
                                       Sterling (pound)            Dollar

      Average exchange rates

      3 months ended March 31, 1998              1.6500            0.6579
      6 months ended March 31, 1998              1.6400            0.6667
      3 months ended March 31, 1997              1.5700            0.7407
      6 months ended March 31, 1997              1.5600            0.7353

      Closing exchange rate

      September 30, 1997                         1.6125            0.7251
      March 31, 1998                             1.6700            0.6452

Note 4. Income taxes

The Company adopts Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" which recognizes (a) the amount of taxes payable
or refundable in the current year and (b) deferred tax liabilities and assets
for the future tax consequences of events that have been recognized in an
enterprise's financial statements or tax returns.

A valuation allowance is established to reduce the deferred tax assets when
management determines it is more likely than not that the related tax benefits
will not be realized

Note 5. New Accounting Standards

Effective for the quarter ended March 31, 1998 the Company adopted Statement of
Financial Accounting Standards No. 128 "Earnings per Share". SFAS No. 128
requires that all prior period earnings per share data be restated to conform to
this standard. The adoption of this standard has not had a material effect on
the Company's restated historic earnings per share.


                                       7
<PAGE>

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

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

Note 6. Revenues

Revenues comprise:

(i)   the retail value of food and beverage purchased from participating
      restaurants by the Company's Transmedia cardholders (less the cardholders'
      20% or 25% discount) and the cardholders' membership fees, and

(ii)  Travel agency commissions earned by the Teletravel division of NHS.

Transmedia card membership fees are recognised as revenue in equal monthly
instalments over the membership period. NHS membership fees paid by sponsoring
corporations for the provision of "helpline" services, are recognized as revenue
when received.

Note 7. License Costs

The Company evaluates the carrying value of its investment in License Costs for
impairment based on estimated future net cash flows generated by, and directly
attributable to, the Transmedia License. If the estimated future net cash flows
are less than the carrying value of the license costs, it is the policy of the
Company to recognize the impairment and adjust the carrying value of the License
Costs to their estimated fair value. In the opinion of management, there has
been no permanent impairment of the License Costs as at March 31, 1998.

Note 8. Restaurant Credits

Restaurant credits represent the total advances made to participating
restaurants less the amount recouped by the Company as a result of Company
cardholders using their cards at participating restaurants. Restaurant credits
are recouped by the Company within one year of advance and accordingly are
classified as a current asset. The amount by which such credits are recouped
equates to approximately 50% of the retail value of the food and beverage
purchased by cardholders at participating restaurants. The Company periodically
reviews the recoverability of restaurant credits and establishes an appropriate
provision against irrecoverable restaurant credits.

The funds advanced to participating restaurants are generally unsecured.


                                       8
<PAGE>

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

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

Note 9. Investment in Affiliated Company

Investment in affiliated company comprises the Company's interest in Countdown
which is made up as follows:

                                                    March 31,     September 30,
                                                         1998              1997
                                                         ----              ----
         Cost of investment                       $ 2,854,347       $ 2,854,347
         Share of profits/(losses)
         - Year ended 30 September, 1997             (202,905)         (202,905)
         - Six months ended 30 March, 1998              5,978                 0
         Amounts due from/(to) affiliates            (117,812)           64,000
         Amortization of goodwill on investment      (107,602)
                                                  -----------       -----------
                                                  $ 2,432,006       $ 2,715,442
                                                  ===========       ===========

Note 10. Intangible Assets

Intangible assets consist of the cost of the Transmedia License net of
amortization. The Transmedia License cost is being amortized on a straight line
basis over its estimated useful life of fifteen years from the commencement of
operations on October 1, 1993. The carrying value of the Transmedia License is
made up as follows:

Intangible assets consists of the following:

                                         License Costs
      Cost

      Balance at September 30, 1997         $1,840,790
      Additions                                      0
                                            ----------
      Balance at March 31, 1998              1,840,790
                                            ----------
      Amortization                          
                                            
      Balance at September 30, 1997            643,847
      Charge for period                         62,118
                                            ----------
      Balance at March 31, 1998                705,965
                                            ----------
      Net book value                        $1,134,825
                                            ----------


                                       9
<PAGE>

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

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

Note 11. Goodwill

      The Company recognizes the excess of the purchase price paid over the fair
      value of net assets acquired in connection with its acquisitions as
      goodwill. Goodwill arising on acquisitions is being amortized on a
      straight line basis usually over a period of fifteen years

                                              Goodwill
      Cost

      Balance at September 30, 1997         $        0
      Additions                              3,817,275
                                            
                                            ----------
      Balance at March 31, 1998              3,817,275
                                            ----------
      Amortization                          
                                            
      Balance at September 30, 1997                  0
      Charge for period                         84,828
                                            ----------
      Balance at March 31, 1998                 84,828
                                            ----------
      Net book value                        $3,732,447
                                            ----------

Note 12. Stockholders Equity

      On August 7, 1997 the Company commenced a private placement (the
      "Placement") pursuant to the exemption from registration afforded by
      Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
      promulgated thereunder. The Placement closed on December 31, 1997 upon the
      sale of 1,497,095 shares of common stock at $1.00 per share resulting in
      gross proceeds to the company of $1,497,095. For every three shares
      purchased each purchaser received a three year warrant to purchase one
      share of the common stock of the Company at an exercise price of $1.00 per
      share for no additional consideration. The warrants are exercisable at any
      time after the date of grant for a period of three years.


                                       10
<PAGE>

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

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

Note 12. Stockholders Equity (continued)

      On February 1, 1998 the Company commenced a private placement (the
      "February Placement") of shares of the Company's common stock at a price
      of $1.25 per share. The Placement was made pursuant to the exemption from
      registration afforded by Section 4(2) of the Securities Act of 1933, as
      amended, and Regulation D promulgated thereunder. The Placement closed on
      April 30, 1998 upon the sale of 1,950,000 shares of common stock of the
      Company resulting in net proceeds to the company of $2,437,500. For every
      three shares sold each subscriber received a three year warrant to
      purchase one share of the common stock of the Company at an exercise price
      of $1.25 per share for no additional consideration. The warrants are
      exercisable at any time after the date of grant for a period of three
      years.

Note 13. Acquisitions

      On December 2, 1997, Transmedia Australia purchased 51% of the common
      stock of NHS. NHS purchased the net assets and business of Nationwide.
      Nationwide was established in 1989 and is an Australian based provider of
      "member benefit programs". The operations of Transmedia Australia are
      controlled by the Company and accordingly Transmedia Australia's accounts
      are consolidated into the accounts of the Company. The total consideration
      paid by Transmedia Australia for its 51% interest in the equity capital of
      NHS was Aus$6,000,000 (approximately $4,290,000 as of December 2, 1997).
      Transmedia Australia also agreed to purchase the balance of the equity
      capital of NHS for Aus$2,500,000 (approximately $1,787,500) on June 30,
      1998 with the right to extend such obligation ("Balance Obligation") until
      September 30, 1998 by paying interest at 5% per annum. Transmedia
      Australia exercised the extension right. In addition, the Company and TME
      agreed to pay Aus$4,000,000 (approximately $2,860,000 as of December 2,
      1997) in sign-on fees to the two former executive directors of Nationwide.

      The Aus$6,000,000 required to complete the acquisition of 51% of NHS was
      to be advanced to Transmedia Australia by the Company and TME as follows:

                                Company            TME          Total
                                                                     
      Deposit                   200,000        200,000        400,000
      1st Installment         1,400,000      1,400,000      2,800,000
      2nd Installment         1,400,000      1,400,000      2,800,000
                                                                     
      Total                   3,000,000      3,000,000      6,000,000

      The deposit was paid to the sellers in June, 1997. The first installment
      of Aus$2,800,000 was paid in December 1997, 50% in cash and the balance by
      the issuance of 500,000 of the common stock of each of the Company and TME
      (valued at the then market price). The second installment was payable on
      January 31, 1998. However, pursuant to the terms of the acquisition
      agreement, such payment date was extended to May 1, 1998. As a result of
      the extension of the payment date, Transmedia Australia became liable to
      pay interest at the rate of 5% per annum during such extension period. The
      second installment was paid on May 1, 1998 together with accrued interest
      in the sum of Aus$34,781.


                                       11
<PAGE>

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

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

Note 13. Acquisitions (continued)

      In connection with the acquisition, NHS entered into employment contracts
      with Mr. Kevin Bostridge ("Bostridge") and Mr. Robert Swinbourn
      ("Swinbourn"), shareholders and former executive directors of Nationwide.
      Each of the contracts were for a fixed term of three years and provided
      for the payment of an annual salary of Aus$200,000 to Bostridge and
      Aus$150,000 to Swinbourn. As an inducement to Bostridge and Swinbourn to
      enter into such employment contracts, the Company and TME agreed to
      jointly pay sign-on fees of Aus$4,000,000 (approximately $2,860,000) in
      aggregate to Bostridge and Swinbourn. Such sign-on fees were apportioned
      to Aus$2,914,286 pertaining to Bostridge and Aus$1,085,714 pertaining to
      Swinbourn and were payable by instalment.

      The first installment was payable on January 31, 1998 of which an
      aggregate of Aus$1,250,000 could be deferred until May 1, 1998. On January
      31, 1998, in lieu of the required minimum payment of Aus$750,000,
      Aus$203,571 was paid in cash and the balance was settled by a promissory
      note in the sum of Aus$546,429 payable on June 30, 1998. The promissory
      note was guaranteed by Mr. Edward Guinan, Chairman of the Company. The
      Aus$1,250,000 due on May 1, 1998 was paid together with accrued interest
      thereon at 5% per annum, approximately Aus$15,240.

      The Company has previously described the terms of a letter of intent to
      acquire a privately owned corporation engaged in a business complimentary
      to that of the Company for approximately $8,500,000 of which the Company
      would be responsible for one half ($4,250,000). The terms of the letter of
      intent were revised on April 30, 1998. Under the revised terms the Company
      and TME have agreed to a purchase price of $8,900,000, represented by
      300,000 shares of the Company's common stock plus 300,000 shares of TME
      plus a number of shares at closing equal to $600,000 in value plus cash of
      $7,700,000. In addition the sellers will receive earn out payments over a
      five year period if predetermined threshold profit levels are achieved. To
      date the Company and TME have each issued 100,000 shares and made cash
      payments of $300,000 all of which will not be recovered if the transaction
      does not close. In addition, Edward J Guinan III, Chairman of the Company
      and TME, has pledged 200,000 shares of each of the Company and TME owned
      by him, which shares will be replaced by new shares issued by the Company
      and TME if the transaction closes.

      The Company has previously described the terms of a letter of intent to
      acquire a privately owned corporation, trading as Logan Leisure, engaged
      in a business complimentary to that of the Company for one million pounds
      sterling (approximately $1,650,000) of which the Company would be
      responsible for one half (approximately $825,000). The terms of the letter
      of intent were revised in March 1998. Under the revised terms, the Company
      and TME agreed to a total purchase price of $1,749,000 represented by
      200,000 shares of the Company's common stock, 200,000 shares of the common
      stock of TME and $1,089,000 payable in cash. The acquisition was completed
      on May 15, 1998 and will be more fully described in a Form 8K to be filed
      no later than May 30, 1998.


                                       12
<PAGE>

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

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

Note 13. Acquisitions (continued)

      On January 9, 1998, the Company and TME entered into an agreement in
      principle to purchase 85% of the issued and outstanding common stock of
      Network America Inc. ("NAI"), a Texas corporation for a total
      consideration $400,000 payable in cash ($200,000 each) and an undertaking
      from the Company and TME to fund NAI's working capital requirements over
      an eighteen month period by way a monthly loan advance of $55,555 in total
      ($27,777 each) an aggregate of $1,000,000 over the eighteen month period,
      commencing April 1, 1998. The Company and TME advanced the purchase
      consideration and the April working capital installment against a series
      of secured promissory notes. The acquisition was due to complete on April
      24, 1998. Based upon recent developments at NAI the Company is seeking to
      perfect its interest in the monies advanced. In this regard the Company
      may seek, among other things, to take control of NAI in exchange for these
      advances. It is undetermined at this point what, if any, working capital
      commitment the Company will make to the operations of NAI. (Refer Note 15
      "Commitments and Contingencies").

Note 14. Related party transactions

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

                                                     March 31,     September 30,
                                                          1998              1997
                                                          ----              ----
      Amounts due from
      Transmedia Europe, Inc.                       $        0        $  190,124
      Conestoga Partners Inc.                           26,260            26,260
      Paul Harrison                                     42,149            42,149
                                                    ----------------------------
                                                    $   68,409        $  258,533
                                                    ----------------------------

      Amounts due to

      J.V. Vittoria                                 $1,121,973        $1,061,479
      TMNI                                             274,999           284,233
      Transmedia Europe, Inc                         1,908,674                 
                                                    ----------------------------
                                                    $3,305,646        $1,345,712
                                                    ----------------------------

      The Company has, effective January 16, 1998 accepted the resignation of
      Christopher Radbone as a director of the Company and its subsidiary
      Countdown plc. Contemporaneous with such resignation, Countdown plc has
      agreed to release Mr. Radbone from his service contract, and Mr. Radbone
      granted an option to Edward J. Guinan III to purchase the shares of Common
      Stock of the Company held by him at a price of $1.00 per share


                                       13
<PAGE>

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

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

Note 15. Commitments and Contingencies

      Transmedia Australia

      The Company is committed, jointly with its affiliate TME through
      Transmedia Australia, to purchase the balance of the equity capital of NHS
      for Aus$2,500,000 on June 30, 1998 with the right to extend such
      obligation until September 30, 1998 by paying interest at 5% per annum
      ("Balance obligation"). If Transmedia Australia fails to make such
      payment, all amounts paid to date are not subject to recovery and the
      entire 51% interest in NHS previously purchased will revert to the former
      owners.

      Management fully intends to acquire the balance of 49% of the equity
      capital of NHS. However no assurance can be given that management will
      have the necessary funds available for it to acquire the balance.

      The Company is also committed to repay a promissory note in the sum of
      Aus$546,429 together with accrued interest of approximately Aus$11,228 on
      June 30, 1998. (Refer Note 13 "Acquisitions" for further details)

      Network America, Inc. ("NAI")

      The Company has advanced approximately $200,000 to NAI against a series of
      secured promissory notes in respect of its acquisition of NAI. The
      acquisition was due to complete on April 24, 1998. Based upon recent
      developments at NAI, the Company is seeking to perfect its interest in the
      monies advanced. In this regard the Company may seek, among other things,
      to take control of NAI in exchange for these advances. It is undetermined
      at this point what, if any, working capital committment the Company will
      make to the operations of NAI.

      Legal proceedings

      In the opinion of management there are no material lawsuits or claims
      pending against the Company.


                                       14
<PAGE>

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

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

Note 16. Subsequent Events

Notes Payable

      On April 29, 1998 the Company engaged in a private placement of
      securities. The Placement was made pursuant to the exemption from
      registration afforded by Section 4(2) of the Securities Act of 1933, as
      amended, and Regulation D promulgated thereunder. The placement consisted
      of three (pound)250,000 (approximately $413,000) face amount, 8%
      promissory notes payable on November1, 1998 and one (pound)200,000
      (approximately $330,000) face amount, 8% promissory note payable on the
      same date. The holders of the (pound)250,000 promissory notes each
      received a three and a half year warrant to purchase 41,660 shares of the
      common stock of the Company at an exercise price of $2.00 per share and
      the holder of the (pound)200,000 promissory note received a warrant to
      purchase 33,328 shares on the same terms. The warrants are exercisable at
      any time after issuance through November 1, 2001.

Transmedia Australia

      On May 1, 1998 the Company, through Transmedia Australia, paid the
      following as consideration for its 51% interest in the equity capital of
      NHS.

      (i)   Aus$1,400,000 ($900,000) as second instalment for the purchase of
            51% of the equity capital of NHS together with interest of
            Aus$17,390 ($11,000).

      (ii)  Aus$625,000 ($400,000) as sign-on fees to the former principals of
            NHS together interest of Aus$7,620 ($5,000).

      (Refer to Note 13 "Acquisitions" for further details)


                                       15
<PAGE>

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

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

General

The following discussion should be read in conjunction with the unaudited
Consolidated Financial Statements and notes thereto.

The business of the Company is the design and supply of a range of member
benefit programs to corporations, affinity groups and individuals on an
international scale.

The future success of the Company is dependent upon its ability to increase its
membership base and broaden the range of member benefit programs offered. The
acquisition with TME of Countdown Holdings Limited and 51% of the issued and
outstanding share capital of NHS has enabled the Company to commence
implementation of its strategy to create a broader based international member
benefits business.

The Company will continue to look for new opportunities within the member
benefits industry and expand its operations through acquisition and organic
growth. Management believes that while the industry has shown good growth, which
is expected to continue, this has been primarily in the United States. Outside
the United States, the international market is significantly less well-developed
providing an excellent opportunity for the Company to expand its operations from
its established base in Europe and Australasia and its network of sub-licensees
and franchisees in a number of other countries.

The Company recorded significant losses in its fiscal year ended September 30,
1997 and in prior years. Such losses and the Company's acquisition and expansion
program to date have been funded by the sale of equity securities and loan
finance. The Company's ability to continue as a going concern may depend on its
ability to obtain outside financing sufficient to support its operations and
expansion plans. Based upon the Company's history of obtaining necessary
financing, management remains confident that sufficient funds will be available
to the Company to enable it to operate for the foreseeable future and complete
identified acquisitions. However there can be no assurance given that the
Company will obtain such short-term or long-term outside financing or complete
such acquisitions. In addition there can be no assurance as to the acceptability
of the terms of any future financing.

Results of Operations

Three Months ended March 31, 1998 compared to Three Months ended March 31, 1997

The Company generated revenues of $1,062,755 (1997: $523,670) in the three
months ended March 31, 1998, an increase of $539,085 or 103% over the
corresponding period in 1997, reflecting the impact of the NHS acquisition. NHS
generated revenues of $711,172 while the pre-existing business recorded a
decline in revenues of $172,087 due to lower card usage by cardholders as a
result of rationalization of the participating restaurant base.

Cost of sales totaled $296,248 (1997: $328,955) for the three months ended March
31, 1998, generating a gross profit percentage of 72.1% (1997: 37.2%). The
increase in gross profit percentage reflects the impact of the higher margin NHS
business. The gross profit percentage achieved in the period by NHS was 86.9% as
compared to 35.1% by pre-existing operations.

Selling, general and administrative expenses totaled $1,535,796 (1997: $927,443)
for the three months ended March 31, 1998, an increase of $608,353 or 65.6% over
the corresponding period in 1997. NHS accounted for $400,366 of the increase.
Selling, general and administrative expenses of pre-existing operations were
$1,135,430 an increase of $207,987 or 22.4% over the corresponding period in
1997. This increase is primarily due to costs associated with the NHS
acquisition and amortization of goodwill ($63,621).


                                       16
<PAGE>

The Company's share of profits of its affiliate Countdown was $37,542 for the
three months ended March 31, 1998 (1997: Nil).

The minority interests in the Company comprise TME's 50% interest in Transmedia
Australia.

Six months ended March 31, 1998 compared to the Six months ended March 31, 1997

Revenues totaled $1,752,791 (1997: $1,154,675) for the six months ended March
31, 1998, an increase of 51.8% over the corresponding period in 1997. NHS
revenues totaled $988,248 with the pre-existing business recording a decrease in
revenues of $390,132. This decrease is due to the impact of the refocusing and
rationalization of the participating restaurant base and its effect on
cardholder usage.

Cost of sales totaled $578,357 (1997: $688,036) for the six months ended March
31, 1998, generating a gross profit percentage of 67.0% (1997: 40.4%) The
increase in gross profit percentage is primarily due to the impact of the high
margin NHS acquisition. NHS achieved a gross profit percentage 86.2%. The
pre-existing business recorded an increased gross profit percentage, 42.2% in
the six months ended March 31, 1998 as compared to 40.4% in 1997

Selling, general, and administrative expenses totaled $3,723,763 (1997:
$1,664,282) for the six months ended March 31, 1998, an increase of 123.7% over
the corresponding period in 1997. NHS Selling, general, and administrative
expenses totaled $701,413. Costs associated with the pre-existing business
increased by 1,358,068 (81.6 %) as compared to the corresponding period in 1997.
This increase is primarily due to sign-on fees paid relating to the NHS
acquisition ($1,258,090) and amortization of goodwill ($84,828).

The Company's share of profits of its associate Countdown was $5,978 for the six
months ended March 31, 1998 (1997: Nil).

The minority interests in the Company comprise the TME 50% interest in
Transmedia Australia.


                                       17
<PAGE>

Liquidity and Capital Resources

The Company's audited financial statements for the year ended September 30, 1997
recorded losses for the year then ended of $3,030,445, which, when taken with
prior year results, recorded an accumulated deficit of $7,376,641 as of
September 30, 1997.

During the six months ended March 31, 1998 the Company recorded further losses
of $2,615,498 resulting in net cash outflows from operating activities of
$976,861 compared to $1,157,507 for the corresponding period in 1997. During the
period the Company relied on net revenues and the net proceeds of equity
placements to fund its operating needs. Management has taken steps to reduce the
amount of cash used by operations, including reducing staffing levels, however
the Company's operations may not provide sufficient internally generated cash
flows to meet its projected requirements.

Additionally the Company is committed to funding a number of business
acquisitions, increasing its investment in NHS through Transmedia Australia, as
described in Notes 13 and 15 to the unaudited consolidated financial statements
for the quarter ended March 31, 1998.

Subsequent to March 31, 1998 the Company received net proceeds of $1million from
the private placement of 800,000 shares of common stock. To supplement the
funding of its operations and its acquisition program, the Company also obtained
net cash proceeds from short term loans of approximately $1,567,750 from
unaffiliated third parties (Refer Note 16 to the unaudited consolidated
financial statements).

The Company will require further capital infusions in order to meet its
acquisition commitments and the ongoing funding requirements of its operations.
Based upon the Company's history of obtaining necessary financing, management
remains confident that sufficient funds will be available to the Company to
operate in the foreseeable future and complete its investments and committed
acquisitions. However there can be no assurance given that the Company will be
able to obtain such funding. In addition there can be no assurance as to the
acceptability of the terms of any future financing.

Inflation and Seasonality

The Company does not believe that its operations have been materially influenced
by inflation in the six months ended March 31, 1998, a situation which is
expected to continue for foreseeable future. The business of individual
Participating Restaurants may be seasonal depending on their location and the
types of food and beverage sold. However, the Company has no basis at this time
on which to project the seasonal effects, if any, on its business as a whole.


                                       18
<PAGE>

                           Part II: OTHER INFORMATION

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

Item 6 Exhibits and Reports on Forms 8-K

(A) Exhibits filed herewith:

      None

(B) Forms 8-K filed during quarter

      None

SIGNATURES

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

TRANSMEDIA ASIA PACIFIC, INC.


/s/ Paul Harrison
-------------------------------------
Paul Harrison
President and Chief Financial Officer

January 15, 1999


                                       19