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 December 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)

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

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

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

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|

The number of shares outstanding of the issuer's common stock, $.00001 par
value, as of February 20, 1998: 16,203,459

<PAGE>

                  TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARY

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

PART I: CONDENSED CONSOLIDATED FINANCIAL INFORMATION

ITEM 1 ............................................................. Pages 1-9

Condensed Consolidated Financial Statements

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

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

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

      Condensed Consolidated Statement of Changes in Stockholders 
      Equity for the three month periods ended 
      December 31, 1996 and 1997 (unaudited)

Notes to Financial Statement

ITEM 2 ............................................................. Pages 10-16

Management's Discussion and Analysis of Financial
Condition and Results of Operations

PART II:  OTHER INFORMATION......................................... Page 17

SIGNATURES ......................................................... Page 18

<PAGE>

PART 1:  FINANCIAL INFORMATION
ITEM 1

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

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

                                        Three months ended    Three months ended
                                         December 31, 1997     December 31, 1996
                                               (unaudited)           (unaudited)
                                              ------------         ------------

Revenues                                      $  1,082,246         $    564,621
Membership fees                                    322,076               66,384
                                              ------------         ------------
Total revenues and fees                          1,404,322              631,005

Cost of sales                                     (853,538)            (359,081)
                                              ------------         ------------
Gross profit                                       550,784              271,924

Selling, general and
administrative expenses                         (2,231,609)            (736,840)
                                              ------------         ------------
Loss from operations                            (1,680,825)            (464,916)

Share of losses of associated
company                                            (31,564)                  --

Interest income                                      1,498                6,684
                                              ------------         ------------
Loss before income taxes                        (1,710,891)            (458,232)

Income taxes                                            --                   --
                                              ------------         ------------
Loss after income taxes                         (1,710,891)            (458,232)

Minority interest                                  (37,785)                  --
                                              ------------         ------------
Net loss                                      $ (1,748,676)        $   (458,232)
                                              ------------         ------------
Loss per common share                         $      (0.12)        $      (0.03)

Weighted average number of common               14,610,888           13,477,325
shares outstanding

See accompanying notes to the condensed consolidated financial statements.


                                       1
<PAGE>

                   TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                        December 31,  September 30,
                                                                1997           1997
                                                         (unaudited)
                                                          ----------      ----------
<S>                                                       <C>             <C>       
Assets

Current assets

    Cash and cash equivalents                             $  523,599      $   13,104

    Trade accounts receivable                                483,754          56,563

    Restaurant credits (net of allowance for
    irrecoverable credits of  $114,610 at
    September 30, 1997 and of $ 72,651 at
    December 31, 1997)                                       296,203         301,815

    Amounts due from related parties (note 2)                 68,409         322,533

    Prepaid expenses and other current assets                263,256          18,784
                                                          ----------      ----------
                                                           1,635,221         712,799

Total current assets

    Investment in affiliate                                2,702,893       2,651,442

    Property and equipment, (net of accumulated
    depreciation $106,260at September 30, 1997
    and $ 606,605  at December 31, 1997)                     245,606          94,250

    Intangible and other assets, (net of accumulated
    amortisation of $ 643,847 at September 30, 1997
    and $ 697,799 at December 31, 1997) (note 3)           5,195,577       1,196,943

    Other assets                                                  --         142,946
                                                          ----------      ----------
Total assets                                              $9,779,297      $4,798,380
                                                          ==========      ==========
</TABLE>

See accompanying notes to the condensed consolidated financial statements.


                                       2
<PAGE>

                   TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

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

<TABLE>
<CAPTION>
                                                    December 31,      September 30,
                                                            1997               1997
                                                     (unaudited)
                                                    ------------       ------------
<S>                                                 <C>                <C>         
Liabilities and Stockholders' Equity

Current liabilities

    Purchase cost liability                         $  2,671,959       $         --
    Trade accounts payable                               397,669            267,232
    Deferred membership fee income                       266,155
                                                                            104,375
    Accrued liabilities                                  767,659            330,908
    Amount due to related parties (note 2)             3,496,735          1,345,712
                                                    ------------       ------------
Total Current Liabilities                           $  7,600,177       $  2,048,227
                                                    ------------       ------------

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;
    (15,249,221 issued and outstanding at
    September 30, 1997 and 16,249,221 at
    December 31, 1997)                                       163                153

    Additional paid in capital                        10,962,912          9,962,922

    Cumulative foreign currency translation
    adjustment                                            52,233            163,719

    Accumulated deficit                               (9,125,317)        (7,376,641)
                                                    ------------       ------------
    Total Stockholders' Equity                         1,889,991          2,750,153
                                                    ------------       ------------
    Minority interest                                    289,129                 --
                                                    ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $  9,779,297       $  4,798,380
                                                    ============       ============
</TABLE>

See accompanying notes to the condensed consolidated financial statements.


                                       3
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                      Three months   Three months
                                                             ended          ended
                                                      December 31,   December 31,
                                                              1997           1996
                                                       (unaudited)    (unaudited)
                                                       -----------    -----------
<S>                                                    <C>            <C>         
Cash flows from Operating Activities:
    - Net loss                                         $(1,748,676)   $  (458,232)
Adjustment to reconcile net loss
to net cash used in operating activities
    - Depreciation                                          11,812          8,092
    - Amortization of intangible assets                     86,296         30,680
    - Provision for irrecoverable restaurant credits       (41,959)        26,091
    - Deferred membership fees                             161,780        (51,590)
    - Amortization of deferred compensation                     --             --
    - Share of losses in affiliate                          31,564             --
Changes in assets and liabilities:
    - Trade accounts payable                               130,437        (61,478)
    - Accrued liabilities                                  427,751        (31,262)
    - Restaurant credits                                    47,571         15,688
    - Prepaid expenses and other current assets           (244,472)        87,891
    - Trade accounts receivable                           (427,191)            --
    - Due from/(to) related parties                        359,657       (359,639)
                                                       -----------    -----------
Net cash used in operating activities                       90,444       (793,759)
                                                       -----------    -----------
Cash flows from investing activities:
    - Purchase of  property and equipment                       --        (26,969)
    - Interest acquired in affiliate                            --             --
    - Purchase of NHS                                     (881,368)      (134,741)
    - Proceeds on disposal of fixed assets                      --             --
                                                       -----------    -----------
Net cash (used in)/provided by investing activities       (881,368)      (161,710)
                                                       -----------    -----------
Cash flows from financing activities:
    - Bank overdraft                                            --         14,573
    - Net proceeds from issuance
      of common stock                                    1,000,000      1,097,500
                                                       -----------    -----------
Net cash (used in)/provided by financing activities      1,000,000      1,112,073
                                                       -----------    -----------

Effects of foreign currency on cash                         41,075         32,188
Minority interest                                          260,344             --
                                                       -----------    -----------
Net (decrease)/increase in cash and
cash equivalents                                           510,495        188,792

Cash and cash equivalents at
beginning of period                                         13,104      1,171,305
                                                       -----------    -----------
Cash and cash equivalents
at end of period                                       $   523,599    $ 1,360,097
                                                       -----------    -----------
</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>

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, 1997 was derived from the Company's
      unaudited 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,
      1997 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 December 31, 1997 are not
      necessarily indicative of the results to be expected for the full year.

      The Company filed a registration statement with the Securities and
      Exchange Commission that was declared effective on August 4, 1995.

(b)   Description of business

      Transmedia Asia Pacific, Inc. (the "Company") is a Delaware Corporation
      which was formed in March 1994 and began business operations in November
      1994. On May 2, 1994 the Company acquired from Conestoga Partners II, Inc.
      ("Conestoga")(see note 2) the rights Conestoga had previously acquired
      from Transmedia Network, Inc. ("Network") an independent company which
      owns approximately 5% of the Company through Network's affiliate TMNI
      International Inc. ("TMNI"), pursuant to a Master License Agreement
      ("License Agreement") dated March 21, 1994. The rights acquired were an
      exclusive license (the "License") to use certain trademarks and service
      marks, proprietary computer software programs and know-how of Network in
      establishing and operating a discount restaurant charge card business in
      essentially all the countries in Asia and the Pacific Rim including Japan,
      China, Hong Kong, Taiwan, Korea, The Philippines and India (the "Licensed
      Territories").

      The Company's main business activity and that of its wholly owned
      subsidiaries Transmedia Australia Pty Limited and Transmedia Australasia
      Pty Limited is to make `cash advances' to restaurants for food and
      beverage credits from certain participating restaurants which are then
      recovered as Transmedia cardholders utilize their restaurant charge card
      (see note 1(c)), presently through its subsidiaries. The Company is also
      active in the area of customer discounts on merchandise purchases, through
      its investment in Countdown Holdings Limited. ("Countdown"), acquired in
      April 1997, and in the provision of telephone helpline and lifestyle
      benefits, through its acquisition of the net assets and business of
      Nationwide Helpline Services Pty limited ("NHS")

      As of December 31, 1997, Transmedia Asia Pacific, Inc., has equity
      interests in the following company:

<TABLE>
<CAPTION>
      Name                                      Country of Incorporation   % Owned
<S>                                             <C>                           <C>
      Transmedia Australia Pty Ltd.             Australia                     100
      Transmedia Australasia Pty Ltd            New Zealand                   100
      Transmedia Australia Holdings Pty Ltd     Australia                      50
      Countdown Holdings Ltd                    UK                             50
      Transmedia Travel Holdings Pty Ltd        Australia                     100
</TABLE>

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

      The Company was initially capitalised with 7,249,500 shares. On May 26,
      1994, the Company issued and sold shares of Common Stock: (I) 450,000 to
      Conestoga for $450,000; (ii) 590,790 to Network, as partial consideration
      for the purchase of the License; and (iii) 3,525,000 to investors in a
      private placement at an offering price of $1 per share. Of the cash
      proceeds from the private placement of $3,525,000, $1,000,000 was paid to
      Network for further consideration (in addition


                                       5
<PAGE>

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

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

      1(b) Description of business (continued)

      to the $250,000 paid to Network by Conestoga and reimbursed to Conestoga
      by the Company) for the purchase of the License, leaving a balance, after
      costs, of $2,322,212 available to the Company for use as working capital
      in respect of the utilization by the Company of its rights under the
      License. Initially such utilization has taken place in Australia through
      the Company's wholly owned subsidiary, Transmedia Australia Pty Limited.
      In the future, the Company may expand operations in other portions of the
      Licensed Territories through wholly owned subsidiaries or through
      unaffiliated sublicenses and franchises.

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

      In July 1996, the Company issued 892,857 shares of Common Stock at a price
      of $1.40 per share. The net proceeds of $1,235,000 were used to provide
      working capital to existing operations.

      In December 1996, the Company issued 556,250 shares of Common Stock at a
      price of $2 per share. The net proceeds of $1,097,500 were used to provide
      working capital to existing operations.

      In August 1997, the Company initiated a private placement in which it sold
      1,347,095 shares of Common Stock at a purchase price of $1 per share. For
      every three shares purchased, each purchaser will receive, for no
      additional consideration, a warrant to purchase one share of Common Stock
      at $1 per share.

(c)   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.

(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. They also include the sales
      from Teletravel , the travel agency division of NHS, representing the
      gross sales of air tickets, holidays and other travel products.

      Membership fees represent card membership income from the Transmedia card,
      which are apportioned over the period to which they relate. NHS membership
      fees, based upon the fee per member paid by sponsoring corporations for
      the provision of various helpline services, which are taken in when they
      are received, IMAN membership income paid by corporate insurance customers
      for the provision of international medical case management services, to
      their underlying policy holders.


                                       6
<PAGE>

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

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

1     (e) 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, 1997 or at December 31, 1997.

1     (f) Earnings Per Share

      During the quarter ended December 31, 1997, the Company adopted Statement
      of Financial Accounting Standards No. 128, "Earnings per Share", which
      requires the presentation of both basic and diluted earnings per share
      amounts. Assumed exercise of options and warrants are not included in the
      calculation of diluted earnings per share since the effect would be
      antidilutive. Accordingly, basic and diluted net loss per share do not
      differ for any period presented. The following table summarizes securities
      that were outstanding as of December 31, 1997 and 1996, but not included
      in the calculation of diluted net loss per share because such shares are
      antidulitive:

                                                       December 31
                                                  1997              1996
                                                  ----              ----

      Stock options and warrants                1,713,408         1,297,619

2.    Related party transactions

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

                                                   September 30,    December 31,
                                                            1997            1997
                                                            ----            ----

      Amounts due from                           
      Transmedia Europe, Inc.                         $  190,124      $       --
      Conestoga Partners Inc.                             26,260          26,260
      Paul Harrison                                       42,149          42,149
                                                      ----------      ----------
                                                      $  258,523      $   68,409
                                                      ----------      ----------

      Amounts due to                             
      J.V. Vittoria                                   $1,061,479      $1,091,726
      TMNI                                               284,233         268,698
      Transmedia Europe Inc.                                  --       2,136,311
                                                      ----------      ----------
                                                      $1,345,712      $3,496,735
                                                      ----------      ----------


                                       7
<PAGE>

      Information regarding the activity with respect to the amounts due from
      related parties is as follows 

                                         Conestoga   Transmedia 
                                       Partners Inc.    Europe   Inc. P Harrison
                                       -------------    ------   ---------------

      Balance at September 30, 1997      $  26,260    $ 190,124     $  42,149

      Additions                                 --           --            --
      Amounts charged                           --     (190,124)           --
      Amounts collected                         --           --            --
      Foreign currency movement                 --           --            --
                                         ---------    ---------     ---------
      Balance at December 31, 1997       $  26,260    $      --     $  42,149
                                         =========    =========     =========

      The above loans are unsecured, non interest bearing, and repayable on
      demand.


                                       8
<PAGE>

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

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

3. Intangibles

                                          Goodwill on
                                         Consolidation      License        Total

      Cost
      Balance at September 30, 1997         $       --   $1,840,790   $1,840,790
      Additions                              4,052,586           --    4,052,586
                                            ----------   ----------   ----------
      Balance at December 31, 1997           4,052,586    1,840,790    5,893,376
                                            ----------   ----------   ----------
      Amortization
      Balance at September 30, 1997                 --      643,847      643,847
      Charge for period                         22,514       31,438       53,952
                                            ----------   ----------   ----------
      Balance at December 31, 1997              22,514      675,285      697,799
                                            ----------   ----------   ----------

      Net book value                        $4,030,072   $1,165,505   $5,195,577
                                            ----------   ----------   ----------

4. 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'). However, due to the planned
      acquisition of NHS management decided to postpone the implementation of
      the reorganisation plan. Following the completion of this move management
      has now decided to move forward with the original plan.

      Under the terms of the original Agreement, among other things (i)
      Transmedia Europe was to 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 was
      to merge with and into the Company pursuant to which the Company was to be
      the surviving entity and become a wholly-owned subsidiary of Transmedia
      Europe and stockholders of Common Stock of the Company were to be entitled
      to receive 0.9109 of a share of Common Stock of Transmedia Europe. Given
      the time that has lapsed from the date of the original Agreement, these
      terms will be subject to a new review by the management of both companies
      and their independent advisors.

5. Commitments

      The Company is committed, jointly with its affiliate TME, to making
      further payments in relation to the acquisition of NHS. These consist of
      payments due on January 31,1998 to certain principals as sign-on fees
      amounting to Aus. $2,000,000 ($1,460,000) and the second tranche for 51%
      of the shares of common stock of NHS for Aus. $2,842,540 ($2,075,000).
      Payment of the second tranche and Aus. $1,250,000 ($912,500) of the
      sign-on fees due to the principals, may be extended by up to 90 days
      provided that interest will accrue during any such extension at 5% per
      annum. The Company has given notice that payment of the second tranche and
      Aus. $1,250,000 ($912,500) of the sign-on fees due to the principals, due
      on January 30, 1998 is being extended by the permitted 90 days and, at the
      request of the principals, the payment of the portion of the sign-on fees
      due on January 31, 1998 has been delayed pending their instructions. The
      balance of the payments due to certain principals as sign-on fees
      amounting to Aus. $2,000,000 ($1,460,000) is due on June 30, 1998 subject
      to an extension of 90 days provided that interest will accrue during any
      such extension at 5% per annum. The option to acquire the 49% balance of
      the shares of common stock of NHS for Aus. $2,497,655 ($1,823,000) is
      exercisable at any time through June 30, 1998 subject to an extension of
      90 days provided that interest will accrue during any such extension at 5%
      per annum. Failure to exercise this option during its term will give the
      NHS principals the right to repurchase the 51% interest for nil
      consideration.


                                       9
<PAGE>

Item 2
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
notes thereto, as well as the more detailed notes contained in the Company's
annual report on form 10 K/A for the year ended September 30, 1997.

The business of the Company is the design and supply of various member benefit
programs to corporations, affinity groups and individuals.

The success of the Company is dependent upon increasing the number of members
("Company Members"), as well as broadening its product base. In particular the
joint acquisition with Transmedia Europe, Inc. ("TME") of Countdown Holdings
Limited. ("Countdown"), and the joint acquisition of the net assets and business
of Nationwide Helpline Services Limited ("NHS"), mark the start of the creation
of a broader based member benefits corporation. Management announced its
intention to merge the interests of the Company and TME during the fiscal 1997.
This process has now been reactivated following the completion of the first
stage of the NHS acquisition, and is expected to be completed in the medium
term.

The Company will continue to look for new opportunities to grow within the
member benefits industry through acquisition and organic growth. Management
believes that while the industry has grown dramatically in the USA with a number
of sizeable corporations participating, the opportunities internationally are
greater with the industry at a more immature stage of its development.

On April 3, 1997 the Company acquired a 50% interest in Countdown, whose results
are consolidated in these statements using the equity method of accounting.
Founded 27 years ago, Countdown is the leading international provider of
shopping and leisure discount benefits to approximately 6,500,000 members with
over 100,00 accepting merchants in 47 countries. Countdown's head office is
based in London, England with further infrastructural support coming from
licensees operating 14 countries internationally. Within the core UK market,
there are approximately 25,000 accepting merchants supporting approximately
2,500,000 members.

On December 2, 1997 Transmedia Australia Holdings Pty Limited ("Transmedia
Australia"), a company jointly owned with TME, indirectly purchased in
simultaneous transactions 51% of the common stock of NHS. Transmedia Australia
also acquired an option to purchase the 49% balance of NHS's common stock. The
option is exercisable at any time through June 30, 1998, and is subject to an
extension for up to 90 days. The results of NHS are reflected in these
statements using the purchase method of accounting.

The nature of the Company's Transmedia Restaurant Card program 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 December
31, 1997 and 1996 and the years ended September 30, 1997 and 1996. In order to
significantly promote the use of the Restaurant Card in the market, and at the
encouragement of TMNI, the Company's licensor, the Company embarked upon a
series of free card campaigns in fiscal 1997. It was hoped that this would lead
to a commensurate increase in transaction revenue, however the anticipated
increase in usage failed to materialise. The experience of TMNI in the USA was
similar to this.

The marketing approach of providing free membership has now been abandoned,
since Company Cardholders who enrolled on a free membership program had a low
perceived value for the product. Management will reduce the card base by those
free memberships which are not using the card - thus reducing the associated
administrative costs. New memberships will be pursues with an emphasis on the
corporate diner. Management believes that this segment of non-discretionary
spending will yield significantly greater use than the previously targeted
retail market. The other impact of this modification in the strategy has been to
refocus the restaurant base, effectively reducing the number of restaurants
displaying low usage.


                                       10
<PAGE>

New Product Development

Countdown Direct

After detailed analysis of the Countdown product range management have decided
to launch a new direct selling platform for the Countdown card. Hitherto very
little emphasis was placed on direct marketing of the product to consumers. A
new management team with over forty years of collective direct marketing
experience, has been put together to establish a commission based network
marketing sales force on a national basis. This development represents an
important move for the company. It will enable Countdown to capture credit card
details of the member directly, and provide for a steadily growing base of
annuity type income flows from the subsequent years renewals.

E-Tailing

Countdown is about to launch a three pronged attack on the internet market
place. Prior to acquisition Countdown had not focused on the enormous
opportunities represented by this medium. Management have recognised the
potential, if correctly harnessed, to leverage the countdown business through
the internet.

Attention has focused on two new products:

      Countdown Arcade
      Kick Start

Countdown Arcade

Countdown Arcade has been designed to offer a dynamic and fully interactive web
site listing all of Countdowns participating merchants world-wide. The site has
firewall access allowing only bona fide members to the full merchant listings.
However, it has been designed to allow the casual browser with enough
information and examples to encourage immediate joining. Management believe that
Countdown Arcade will be the largest single collection of international
retailers and service providers of discounted products on the internet.

Members will be able to search by name, category, or location. All future
directory publications and newsletters will promote the web site heavily. It is
management's intention to use Countdown Arcade to promote other group programs
and capture credit card details and customer profiles.

Kick Start/Advertising Revenue

The underlying Countdown program has over 100,000 participating merchants in
some 47 countries. While all will be listed on the Countdown Arcade, this
additional service will provide the opportunity to have four interactive pages
allocated for this purpose. For $799 pa each retailer will have the ability to
advertise, promote , run specials etc., changing the content as frequently as
they wish. The Company, jointly with TME, has entered into a joint venture with
a quoted internet software house who will administer the program. The Kick Start
program is that it will expose their business to an international membership
base of approximately 6,500,000 consumers.

Nationwide Helpline Services

Overview

Nationwide Helpline services "NHS" was formed several years ago in Australia,
and has become the leading supplier of affinity telephone help line products to
a wide range of major corporate customers, embracing 5m members across the
country. The company describes itself as "a builder of value through
relationship marketing".

NHS offers a broad range of telephone help line services including; Legal, Tax,
Accounting, Medical, Card Protection, Lockout assistance, Emergency assistance
as well as an affinity travel business, Teletravel. In addition the group has
another division, IMAN, international medical assistance network. This business
handles the case management for individuals who become ill while travelling
abroad, for major insurance companies. In all, NHS offers a spread of assistance
and help line products covering 15 different market segments.


                                       11
<PAGE>

Background

NHS has successfully developed new products to cross market to the existing
5,000,000 members. From the core telephone business, additional complimentary
products have been introduced to increase revenues. These new products include :

      Teletravel - a virtual travel agent established to sell a broad range of
travel products to the membership base;

      Break Away Travel - a travel club offering a wide range of discount travel
products and services to employees of the travel industry;

      ICON - one of Australia's leading General Selling Agents handling
ticketing and reservations in Australia and New Zealand for airlines, hotel
groups and cruise companies;

      NHS Insurance - a wholly owned brokerage business providing travel
insurance.

Current Operation

Key to  the NHS program is the method of delivery.  Below are the key points:

o     All professional services are out sourced to independent practising
      businesses. Advice given by telephone is from fully qualified specialists
      in their field.

o     These specialists are linked to the main call centre in Sydney.

o     NHS pays the specialists either per call or on a flat rate basis, thereby
      assuring quality advice;

o     Access to the service is via a toll free number for members number

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.


                                       12
<PAGE>

Results of Operations

Three Months Ended December 31, 1997 compared to Three Months Ended December 31,
1996

The Company generated revenues of $ 1,082,246 for the three months ended
December 31, 1997, an increase of 92% over 1996.The consolidation of NHS from
December 3, 1997 represents $714,286 of the increase. The Company's existing
operation in Australia generated revenues of $ 367,602, a decrease of 35% over
1996, reflecting the combined effect on usage of the free membership card and a
general reduction in usage resulting from a number of popular restaurants
pulling out of the program. The Company increased the number of Company
Cardholders from 21,300 at December 31, 1996 to 35,700 at December 31, 1997 and
decreased its number of Company Participating Restaurants from 370 at December
31, 1996 to 268 at December 31, 1997. The increase in Company Cardholders are a
result of the FAI and Westpac Banking Corporation campaigns during fiscal 1997,
a key feature of which was the free membership card. The reduction in Company
Participating Restaurants is part of the strategy to remove restaurants with low
activity levels from the program.

Membership fees for the three months ended December 31, 1997 of $322,076 are
significantly greater than the $66,384 reported for the three months ended
December 31, 1996. NHS generated membership fees of $277,076 for the period from
December 3, 1997. The membership fees generated by existing operations amounted
to $ 45,000 in the tree months ended December 31, 1997 a decrease of 32%,
reflecting the impact of the free membership card.

Cost of sales amounted to $853,538 for the three months ended December 31, 1997,
an increase of 239% over 1996. The cost of sales in NHS represent $614,743 of
this increase . The cost of sales in existing operations at $ 238,556 are in
line with the reduction in revenues.

Selling, general and administrative expenses, consisting primarily of the costs
of operations, for the three months ended December 31, 1997 amounted to
$2,231,609 compared to $736,840 for the three months ended December 31, 1996.
NHS represents $301,047 of the increase. Selling, general and administrative
expenses in existing operations at $1,930,562 for the three months ended
December 31, 1997 compared to $736,840 reported for 1996. This increase is
primarily due to sign-on fees of $1,258,090 incurred as part of the NHS
acquisition.

The Company's share of losses from its affiliate Countdown amounted to $31,564
in the three months ended December 31, 1997.

The Company earned $1,498 for the three months ended December 31, 1997 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
December 31, 1996.

Year Ended September 30, 1997 compared to Year Ended September 30, 1996

The Company generated revenues of $1,924,908 (1996: $1,659,515 and 1995:
$1,075,517) for the year ended September 30, 1997, an increase of 16% over the
previous year. The Company increased the number of Company Cardholders from
18,000 at September 30, 1996 to 36,800 at September 30, 1997. This increase was
largely as a result of the Westpac Banking Corp. campaign launched in September
1996 and a novel marketing exercise in December 1996 with the Australian company
FAI Insurance ('FAI') as a joint marketing partner. The arrangement allows an
FAI customer, taking The Restaurant Card to reduce their insurance costs by the
25% saving on food and beverages purchased, net of taxes and service, received
from using The Restaurant Card. The Company decreased the number of Company
Participating Restaurants from 430 at September 30, 1996 to 274 at September 30,
1997. This decrease was as a result of the Company removing under performing
restaurants from the program.

Membership fees of $204,454 (1996: $230,961 and 1995: $27,564) for the year
ended September 30, 1997 show a reduction of 11% over the previous year. The
decrease is a result of an accounting adjustment in the first quarter and the
effect of the Free membership card.

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


                                       13
<PAGE>

Selling, general, and administrative expenses, consisting primarily of salaries,
rents, commissions, and other general overhead costs amounted to $3,723,330
(1996: $2,819,073 and 1995: 2,476,105) for the year ended September 30, 1997, an
increase of 32% over the previous year. The increase is primarily due to the
write off of the Hawaii option of $150,000, professional fees of $118,642 for
work on the proposed merger with Transmedia Europe, additional goodwill
amortization of $276,445 to reflect a diminution in the carrying value of the
license based upon future cash flows, $112,875 of costs relating to the
termination agreement with Mr C.E.C. Radbone, a former director of the Company,
and $242,012 of unrealised foreign exchange losses arising on the restatement of
the inter-company balance between the Company and Transmedia Australia. But for
these additional expenses, the Company would have reported a small decrease for
the year in selling, general and administrative expenses.

The Company's share of losses in its associate Countdown for the period from
April 3, 1997 to September 30, 1997 was $202,905. The Company earned $31,007
(1996: $21,005 and 1995 $85,459) for the 1997 fiscal year from the temporary
investment of excess cash funds and from loans to certain stockholders.

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

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

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

Liquidity and Capital Resources

The Company requires substantial additional funds to move forward with its
business plans, including completion of the acquisition of NHS, and other
possible acquisitions, and in satisfaction of existing creditors and for the
provision of working capital. Management estimated that an amount of $8,750,000
will be required in the period to April 30, 1998 of which $3,000,000 is required
to complete the funding of NHS, $4,750,000 to fund other planned acquiaitions
and $1,000,000 as working capital to fund the Company's deficit.

The Company has no available lines of credit at the present time and in the
event that management is not successful or only partially successful in raising
the necessary funds it may have to curtail its acquisition program, with the
possible loss of deposits or payments on account of approximately $1,950,000.

No assurance can be given that the Company will be successful in obtaining
additional financing. Moreover, any additional financing, including any
financing obtained through the issuance of equity, could result in substantial
dilution to shareholders.

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 


                                       14
<PAGE>

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, Wasserstein, 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 for 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.

In December 1996 Transmedia Network, Inc. and its affiliate Transmedia
International, Inc. agreed, at the Company's request, to amend the Transmedia
License. The principal revisions are that the Company is now permitted to expand
into new businesses, acquire Countdown PLC and undertake a corporate
restructuring. In consideration a $750,000 fee will be payable when, and if, the
acquisition of Countdown PLC is completed and a $250,000 fee will be payable
when, and if, a corporate restructuring is completed.

Net cash used in operating activities for the three months ended December 31,
1996 and 1997 was $434,120 and $269,213, respectively, mainly resulting from the
net loss for the period. Of these amounts $15,688 and $47,571 represent the net
cash inflow, respectively, for advances to Company Participating Restaurants.

In addition to the investments above, there were cash flows to related parties
of $359,639 and $115,760 for the three months ended December 31, 1996 and 1995,
respectively, of which $60,654 and $109,583, respectively, was repaid.

In October 1996, the Company made an investment of $134,741 to acquire a
renewable 6 month option over 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.

On October 17, 1997 the Company signed a letter of intent to purchase 50% of the
shares of Common Stock of a privately held corporation engaged in a
complementary field of business. $50,000 in cash and 200,000 shares of Common
Stock in the Company, held by Edward J. Guinan III, the Chairman of the Board of
Directors were placed as a deposit. This deposit became the property of the
Principals in the corporation as of January 15, 1998. The Letter of Intent
provides for a purchase price of $3,750,000 in cash plus $500,000 in
unrestricted shares of Common Stock of the Company, the value of the shares of
Common Stock being that as of the day of closing of the purchase. If the closing
does not occur on or prior to March 31, 1998, the deposit is subject to
forfeiture to the seller.

On January 9, 1998, the Company entered into an agreement in principle, subject
to confirmation by contract, to purchase 85% of the share capital of Network
America Inc., of Dallas, Texas. The consideration consists of a cash deposit of
$50,000 to the Principals, the redemption by the Company on January 19, 1998 an
outstanding Promissory Note in an amount of $103,000 held by an unrelated third
party, an undertaking by the Company to pay a sum of $250,000 in cash to the
Principals on March 31, 1998, and an undertaking by the Company to pay a sum of
$1,000,000 in eighteen subsequent equal monthly instalments of $55,555 each.

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.


                                       15
<PAGE>

TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY

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

Part II: OTHER INFORMATION
Items 1, 3, 4 and 5

Items 1, 3, 4 and 5 of Part II are either not applicable or are answered in the
negative and are omitted pursuant to the instructions to Part II.


                                       16
<PAGE>

                                   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/ Paul L. Harrison
                                       -----------------------------------------
                                       Paul L. Harrison
                                       President and Principal Financial Officer

                                       January 15, 1999


                                       17