<PAGE>   1

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

                                    FORM 10-Q
(Mark One)
  [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended          December 31, 1996
                                     ------------------------

                                       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       [X]        No        [ ]


The number of shares outstanding of the issuer's common stock, $.00001 
par value, as of February 10, 1997: 13,918,697
<PAGE>   2
                   TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY




PART I : CONDENSED CONSOLIDATED FINANCIAL INFORMATION


ITEM 1 ............................................................  Pages 1-7
Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Operations for the three months ended
December 31, 1995 and 1996 (unaudited) and the fiscal years ended September 30,
1995 and 1996.

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

Condensed Consolidated Statements of Cash Flows for the three months ended
December 31,1995 and 1996 (unaudited) and the fiscal years ended September 30,
1995 and 1996.

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

Notes


ITEM 2 ............................................................. Pages 8-10
Management's Discussion and Analysis of Financial
Condition and Results of Operations



PART II:  OTHER INFORMATION............................................ Page 11



SIGNATURES ............................................................ Page 12
<PAGE>   3
PART 1:  FINANCIAL INFORMATION
ITEM 1

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

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

<TABLE>
<CAPTION>
                                          Three months     Three months           
                                             ended            ended             Year ended          Year ended  
                                          December 31,      December 31,       September 30,       September 30,
                                              1995             1996                1995                1996
                                          (unaudited)       (unaudited)
                                        ------------        ------------        ------------        ------------

<S>                                     <C>                 <C>                 <C>                 <C>         
Revenues                                $    368,587        $    564,621        $  1,075,517        $  1,659,515
Membership fees                               39,375              66,384              27,564             230,961
                                        ------------        ------------        ------------        ------------

Total revenues and fees                      407,962             631,005           1,103,081           1,890,476

Cost of sales                               (243,425)           (359,081)           (702,723)         (1,098,666)
                                        ------------        ------------        ------------        ------------

Gross profit                                 164,537             271,924             400,358             791,810

Selling, general and
administrative expenses                     (735,649)           (736,840)         (2,476,105)         (2,819,073)
                                        ------------        ------------        ------------        ------------

Loss from operations                        (571,112)           (464,916)         (2,075,747)         (2,027,263)

Interest income                                6,487               6,684              85,459              21,005
                                        ------------        ------------        ------------        ------------

Loss before income taxes                    (564,625)           (458,232)         (1,990,288)         (2,006,258)

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

Net loss                                    (564,625)           (458,232)         (1,990,288)         (2,006,258)

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

Loss per common share                   $      (0.04)       $      (0.03)       $      (0.17)       $      (0.16)

Weighted average number of common
shares outstanding                        13,269,590          13,477,325          12,082,691          12,618,400
                                        ------------        ------------        ------------        ------------
</TABLE>


See accompanying notes to the condensed consolidated financial statements.




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


<TABLE>
<CAPTION>
                                                                   September 30,      December 31,
                                                                           1996              1996
                                                                                       (unaudited)
                                                                    -----------        ----------
<S>                                                                <C>              <C>       
ASSETS

Current assets

      Cash and cash equivalents                                    $1,171,305       $1,360,097

      Trade accounts receivable                                        66,211           27,582

      Restaurant credits (net of allowance for irrecoverable
      credits of  $119,762 at September 30, 1996 and of
      $145,853 at December 31, 1996)                                  636,808          639,605

      Amounts due from related parties (note 2)                        48,857          317,198

      Prepaid expenses and other current assets                       142,127           92,865
                                                                   ----------       ----------
                                                                    2,065,308        2,437,347


Total current assets

      Property and equipment, (net of accumulated
      depreciation $77,616 at September 30, 1996 and
      $91,090 at December 31, 1996)                                   143,463          172,382

      Intangible and other assets, (net of accumulated
      amortisation of $245,440 at September 30, 1996
      and $276,120 at December 30, 1996)                            1,746,176        1,850,310
                                                                   ----------       ----------

TOTAL ASSETS                                                       $3,954,947       $4,460,039
                                                                   ==========       ==========
</TABLE>





See accompanying notes to the condensed consolidated financial statements.


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



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

Current liabilities

      Bank overdraft                                                 $    40,051        $    54,624
      Trade accounts payable                                             253,432            209,695
      Deferred membership fee income                                     139,215             97,371
      Accrued liabilities                                                250,352            219,477
      Amount due to related parties (note 2)                              93,300                  -
                                                                     -----------        -----------
Total Current Liabilities                                            $   776,350        $   581,167
                                                                     -----------        -----------

STOCKHOLDERS' EQUITY

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

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

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

      Cumulative foreign currency translation
      adjustment                                                          53,910            114,917

      Accumulated deficit                                             (4,346,196)        (4,804,428)

                                                                     -----------        -----------
      Total Stockholders' Equity                                     $ 3,178,597        $ 3,878,872
                                                                     -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 3,954,947        $ 4,460,039
                                                                     ===========        ===========
</TABLE>




See accompanying notes to the condensed consolidated financial statements.


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

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

<TABLE>
<CAPTION>
                                                             Three months      Three months
                                                                ended             ended            Year ended        Year ended
                                                             December 31,      December 31,       September 30,     September 30,
                                                                 1995             1996                1995              1996
                                                              (unaudited)       (unaudited)
                                                             -----------        -----------        -----------        -----------
<S>                                                          <C>                <C>                <C>                <C> 
Cash flows from Operating Activities:
      - Net loss                                             $  (564,625)       $  (458,232)       $(1,990,288)        (2,006,258)
Adjustment to reconcile net loss
to net cash used in operating activities
      - Depreciation                                               7,669              8,092             31,479             35,539
      - Amortization of intangible assets                         30,680             30,680            122,720            122,720
      - Provision for irrecoverable restaurant credits                 -             26,091             40,418             79,344
      - Deferred membership fees                                 (36,015)           (51,590)           128,990              5,066
      - Amortization of deferred compensation                     75,000                  -             87,750            212,250
Changes in assets and liabilities:
      - Trade accounts payable                                    46,351            (61,478)           116,918            131,837
      - Accrued liabilities                                       47,939            (31,262)           128,198             (5,021)
      - Restaurant credits                                       (22,708)            15,688           (572,707)           (98,997)
      - Prepaid expenses and other current assets                 19,158             87,891           (138,873)           (60,299)
                                                             -----------        -----------        -----------        -----------
Net cash used in operating activities                           (396,551)          (434,120)        (2,045,395)        (1,583,819)
                                                             -----------        -----------        -----------        -----------
Cash flows from investing activities:
      - Due (to)/from related parties                             (6,177)          (359,639)          (424,437)           663,930
      - Purchase of  property and equipment                       (7,177)           (26,969)           (49,599)           (29,861)
      - Extension of Hawaii option                                     -                  -           (150,000)                 -
      - Purchase of NHS option                                         -           (134,741)                 -                  -
                                                             -----------        -----------        -----------        -----------
Net cash (used in)/provided by investing activities              (13,354)          (521,349)          (624,036)           634,069
                                                             -----------        -----------        -----------        -----------
Cash flows from financing activities:
      - Bank overdraft                                          (120,164)            14,573            126,148            (86,097)
      - Net proceeds from issuance
        of common stock                                                -          1,097,500          1,592,656          1,235,000
      - Purchase of  Treasury Stock                                    -                  -            (20,000)                 -
                                                             -----------        -----------        -----------        -----------
Net cash (used in)/provided by financing activities             (120,164)         1,112,073          1,698,804          1,148,903
                                                             -----------        -----------        -----------        -----------

Effects of foreign currency on cash                                    -             32,188                (85)            31,054
                                                             -----------        -----------        -----------        -----------
Net (decrease)/increase in cash and
cash equivalents                                                (530,069)           188,792           (970,712)           230,207

Cash and cash equivalents at
beginning of period                                              941,098          1,171,305          1,911,810            941,098
                                                             -----------        -----------        -----------        -----------
Cash and cash equivalents
at end of period                                             $   411,029        $ 1,360,097        $   941,098        $ 1,171,305
                                                             ===========        ===========        ===========        ===========
</TABLE>

Supplemental disclosures of cash flow information:
No amounts of cash were paid for interest or income taxes for each of the 
periods presented

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

<TABLE>
<CAPTION>
                                                                                         Cumulative
                                        Number of        Common         Additional        currency      Accumulated     
                                         shares           stock       paid-in capital    translation      deficit       
                                                                                         adjustment
                                      -----------      -----------     -----------      -----------      -----------    

<S>                                    <C>             <C>             <C>              <C>              <C>             
Balance, September 30, 1994            11,815,790      $       118     $ 4,363,109      $      (500)     $  (349,650)    
Issuance of  common stock                 673,800                7       2,021,393                -                -    
Issue costs                                     -                -        (128,744)               -                -    
Net loss                                        -                -               -                -       (1,990,288)   
Effect of foreign currency                                                                                              
translation                                     -                -               -            1,449                -    
Treasury stock                            (20,000)               -         (20,000)               -                -    
Compensation expense                            -                -               -                -                -    
                                      -----------      -----------     -----------      -----------      -----------    
Balance, September  30, 1995           12,469,590      $       125     $ 6,235,758      $       949      $(2,339,938)   
Issuance of  common stock                 892,857                9       1,249,991                -                -    
Issue costs                                     -                -         (15,000)               -                -    
Net loss                                        -                -               -                -       (2,006,258)   
Effect of foreign currency                                                                                              
translation                                     -                -               -           52,961                -    
Compensation expense                            -                -               -                -                -    
                                      -----------      -----------     -----------      -----------      -----------    
Balance, September  30, 1996           13,362,447      $       134     $ 7,470,749      $    53,910      $(4,346,196)   
Issuance of  common stock                 556,250                5       1,112,495                -                -    
Issue costs                                     -                -         (15,000)               -                -    
Net loss                                        -                -               -                -         (458,232)   
Effect of foreign currency                                                                                              
translation                                     -                -               -           61,007                -    
                                      -----------      -----------     -----------      -----------      -----------    
Balance, December 31, 1996             13,918,697      $       139     $ 8,568,244      $   114,917      $(4,804,428)   
                                      ===========      ===========     ===========      ===========      ===========    
</TABLE>
                                     



<TABLE>
<CAPTION>
                                                    Unearned          Total   
                                                  compensation                 
                                                                                 
                                                  -----------      ----------- 
                                                                                 
<S>                                               <C>              <C>         
Balance, September 30, 1994                       $         -      $ 4,013,077 
Issuance of  common stock                            (300,000)       1,721,400 
Issue costs                                                 -         (128,744)
Net loss                                                    -       (1,990,288)
Effect of foreign currency                                                     
translation                                                 -            1,449 
Treasury stock                                              -          (20,000)
Compensation expense                                   87,750           87,750 
                                                  -----------      ----------- 
Balance, September  30, 1995                      $  (212,250)     $ 3,684,644 
Issuance of  common stock                                   -        1,250,000 
Issue costs                                                 -          (15,000)
Net loss                                                    -       (2,006,258)
Effect of foreign currency                                                     
translation                                                 -           52,961 
Compensation expense                                  212,250          212,250 
                                                  -----------      ----------- 
Balance, September  30, 1996                                -      $ 3,178,597 
Issuance of  common stock                                   -        1,112,500 
Issue costs                                                 -          (15,000)
Net loss                                                    -         (458,232)
Effect of foreign currency                                                     
translation                                                 -           61,007 
                                                  -----------      ----------- 
Balance, December 31, 1996                        $         -      $ 3,878,872 
                                                  ===========      =========== 
</TABLE>
                                   


See accompanying notes to the consolidated financial statements.


                                       5
<PAGE>   8
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1.       DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 (a)     Basis of Presentation

         The balance sheet as of September 30, 1996 was derived from the
         Company's audited financial statements.

         The condensed consolidated financial statements included herein have
         been prepared in conformity with generally accepted accounting
         principles in the United States and should be read in conjunction with
         the September 30, 1996 Form 10-K filing. The information presented in
         the unaudited condensed consolidated financial statements, in the
         opinion of management, reflects all adjustments (consisting of normal
         recurring accruals) necessary for a fair presentation of the results
         for all interim periods. The results for the three months ended
         December 31, 1996 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") was incorporated in
         Delaware on March 10, 1994. The main business activity of Transmedia
         Asia Pacific, Inc. and its subsidiary (collectively the "Group") is to
         make 'cash advances' to restaurants for food and beverage credits from
         certain participating restaurants which are then recovered as
         Transmedia cardholders utilize their restaurant charge card (see note
         1(c)). Presently, the Company's sole area of operation is in Australia
         through its wholly owned subsidiary Transmedia Australia Pty Limited.

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

         The Company intends to expand operations in other portions of the
         licensed territories through wholly-owned subsidiaries, unaffiliated
         sublicensees and franchisees or through joint ventures.

         As of December 31, 1996, 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
</TABLE>


(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. Revenues from card
         membership fees are time apportioned over the period to which they
         relate.

                                       6
<PAGE>   9
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

(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, 1996 or at December 31, 1996.

2.  RELATED PARTY TRANSACTIONS

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

<TABLE>
<CAPTION>
                                            September 30,   December 31,
                                                    1996           1996
                                                    ----           ----

<S>                                          <C>            <C>        
    E Guinan III                             $         -    $         -
    Conestoga Partners Inc.                       26,260         26,260
    Transmedia Europe Inc.                       (93,300)       251,806
    Paul Harrison                                 22,597         39,133
                                             -----------    -----------
                                             $   (44,443)   $   317,199
                                             ===========    ===========
</TABLE>

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

<TABLE>
<CAPTION>
                                                   Conestoga    Transmedia
                                 E Guinan III    Partners Inc.  Europe Inc.   P Harrison
                                 ------------    -------------  -----------   ----------

<S>                               <C>            <C>           <C>            <C>      
Balance at September 30, 1996     $      --      $  26,260     $ (93,300)     $  22,597
Additions                            39,000             --       453,750         14,533
Amounts charged                          --             --       (86,990)            --
Amounts collected                   (39,000)            --       (21,654)            --
Foreign currency movement                --             --            --          2,003
                                  ---------      ---------     ---------      ---------
Balance at December 31, 1996      $      --      $  26,260     $ 251,806      $  39,133
                                  =========      =========     =========      =========
</TABLE>

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

3.  PROPOSED MERGER

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

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

4.  CONTINGENT LIABILITY

         The Company has not withheld any amount from Edward J Guinan III's
         remuneration with respect to either U.S. or U.K. taxes. Such treatment
         has been used pending resolution by Edward J Guinan III of his tax
         residence. At this time there is insufficient information to assess the
         potential adverse effect on the Company.


                                       7
<PAGE>   10
ITEM 2
TRANSMEDIA ASIA PACIFIC, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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

GENERAL

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

The nature of the Company's business is such that there is a lead time before
profitable operations can be anticipated. This is demonstrated in the financial
results for the three month periods ended December 31, 1996 and 1995 and the
years ended September 30, 1996 and 1995. The success of the Company is dependent
upon increasing the number of cardholders ('Company Cardholders') of the
Company's card ('The Restaurant Card') and the number of restaurants ('Company
Participating Restaurants'), as well as obtaining increased usage of The
Restaurant Card by Company Cardholders. The Company's joint venture marketing
partners are predominantly large size organisations, with lengthy internal
procedures. Consequently preparing campaigns for launch and the resulting
anticipated increase in Company Cardholders is taking considerably longer than
was initially anticipated. As of February 10, 1997 the Company had approximately
23,900 Company Cardholders and 400 Company Participating Restaurants.

Certain statements in this Report under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation,
statements regarding future cash requirements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: the loss of a large number of
Company Cardholders or Company Participating Restaurants; general economic and
business conditions; industry capacity; industry trends; demographic changes;
competition; changes in business strategy or development plans; quality of
management; availability, terms and deployment of capital; business abilities
and judgment of personnel; availability of qualified personnel; changes in, or
the failure to comply with, government regulations; and other factors referenced
in this Report.


RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1995

The Company generated revenues of $564,621 (an increase of 53% over 1995) for
the three months ended December 31, 1996. The Company increased its number of
Company Cardholders from 12,000 at December 31, 1995 to 23,000 at December 31,
1996 largely as a result of Company Cardholders produced by the Westpac Banking
Corp campaign since August 1996. In December 1996 the Company began signing
additional Company Cardholders using the Australian company FAI Insurance
('FAI') as a joint marketing partner. This novel arrangement allows a FAI
customer, taking The Restaurant Card, to reduce their insurance costs by the 25%
saving on food and beverages purchased, net of taxes and service, received from
using The Restaurant Card. The Company increased its number of Company
Participating Restaurants from 370 at December 31, 1995 to 410 at December 31,
1996. Membership fees for the three months ended December 31, 1996 of $66,384
are significantly greater than the $39,375 reported for the three months ended
December 31, 1995 and are as a result of the Company billing Company Cardholders
for the first time following the typically waived membership period.

Cost of sales amounted to $359,081 (an increase of 48% over 1995) for the three
months ended December 31, 1996, in line with the 53% increase in revenues. Cost
of sales are approximately 50% of the gross food and beverages value consumed by
Company Cardholders and represents the recovery of the advances ('Restaurant
Credits') made by the Company to the respective Company Participating
Restaurants.

Selling, general and administrative expenses, consisting primarily of the costs
of operations, for the three months ended December 31, 1996 amounted to $736,840
which were comparable to $735,649 for the three months ended December 31, 1995.

The Company earned $6,684 for the three months ended December 31, 1996 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.


                                       8
<PAGE>   11
TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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

YEAR ENDED SEPTEMBER 30, 1996 COMPARED TO YEAR ENDED SEPTEMBER 30, 1995

The Company generated revenues of $1,659,515 (an increase of 54% over 1995) for
the year ended September 30, 1996. The increase in revenues can be principally
attributed to the September 1995 launch in Melbourne with The Age newspaper. The
Company has been well received by the Melbourne restaurant community, having
attracted a number of award winning restaurants as Company Participating
Restaurants. This success has subsequently been repeated in Brisbane, with
approximately 50% of the Company Participating Restaurants receiving awards in
the Queensland State Premier's 1996 annual tourist awards. The Company increased
its number of Company Cardholders from 9,000 to 18,000 at September 30, 1995 and
at September 30, 1996 respectively, largely as a result of the 10,000 Company
Cardholders produced by the Westpac Banking Corp campaign since August 1996. The
Company increased its number of Company Participating Restaurants from 330 to
430 at September 30, 1995 and at September 30, 1996 respectively. Membership
fees for the year ended September 30, 1996 of $230,961 are significantly greater
than the $27,564 reported for 1995 and are as a result of the Company billing
Company Cardholders for the first time following the typically waived membership
period.

Cost of sales amounted to $1,098,666 (an increase of 54% over 1995) for the year
ended September 30, 1996, in line with the 54% increase in revenues. Cost of
sales are approximately 50% of the gross food and beverages value consumed by
Company Cardholders and represents the recovery of the Restaurant Credits made
by the Company to the respective Company Participating Restaurants. Selling,
general and administrative expenses, consisting primarily of the costs of
operations, for the year ended September 30, 1996 amounted to $2,819,073
representing an increase of 14% over 1995. During the year significant savings
have been achieved in printing costs.

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

LIQUIDITY AND CAPITAL RESERVES

The Company was initially capitalized with 7,250,000 shares. On May 26, 1994,
the Company issued: (i) 450,000 shares of Common Stock to Conestoga for
$450,000; (ii) 590,790 shares were issued to Network as partial consideration
for the purchase of the Transmedia License; and (iii) 3,525,000 shares were sold
to private investors in a private placement at an offering price of $1 per
share. Of the cash proceeds of $3,525,000, $1,000,000 was paid to Network for
further consideration (in addition to the $250,000 paid to Network by Conestoga
and reimbursed to Conestoga by the Company) for the purchase of the Transmedia
License from the private placement of shares, leaving a balance, after costs, of
$2,322,212 available to the Company for use as working capital in respect of the
utilization by the Company of its rights under the Transmedia License. Initially
such utlization has taken place in Australia through the Company's wholly owned
subsidiary, Transmedia Australia Pty Limited. In the future, the Company may
expand operations in other portions of the Licensed Territories through
wholly-owned subsidiaries or through unaffiliated sublicensees and franchisees.

In April 1995, the Company completed a second private placement of 573,800
shares of Common Stock at a price of $3 per share. The net proceeds of such
private placement were used as working capital in respect of the utilization by
the Company of its rights under the Transmedia License. The net cash to the
Company from the second private placement of shares in April 1995 was
$1,892,656. On June 16, 1995 the Company entered into an agreement with Nomura,
Wassertein, Perella and Co. Ltd. to provide certain consulting services through
June 16, 1996. Pursuant to such agreement, the Company issued 100,000 shares of
Common Stock and paid a $100,000 retainer to Nomura, Wassertein, Perella and Co.
Ltd.

In July 1996 the Company completed a private placement of 892,857 shares of
Common Stock at a price of $1.40 per share. The net proceeds of $1,235,000 have
been used 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.

Net cash used in operating activities for the three months ended December 31,
1996 and 1995 was $374,850 and $396,551 ,respectively, mainly resulting from the
net loss for the period. Of these amounts $15,688 represents the net cash inflow
and $22,708 represents the net cash outflow, respectively, for advances to
Company Participating Restaurants.

The Company made investments of $150,000 to extend the option to operate the
sole Network franchise in the State of Hawaii and $1,000,000 to acquire the
Transmedia License during the year ended September 30, 1995 and period ended
September 30, 1994, respectively.


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

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.

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.

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

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

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

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

The Company is currently in negotiations to commence operations in a new country
in the Asia Pacific region.

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

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

The Company has not withheld any amount from Edward J. Guinan III's
remuneration with respect to either U.S. or U.K. taxes.  Such treatment has
been used pending resolution by Edward J. Guinan III of his tax residence.  At
this time there is insufficient information to assess the potential adverse
effect on the Company.

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.


                                       10
<PAGE>   13
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.

Item 2:  Recent sales of unregistered securities

In July 1996 the Company completed a non-underwritten 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 non-underwritten 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.
With regard to both private placements, the Company has claimed an exemption
from the registration requirements of the Securities Act of 1933, as amended
('Securities Act') by relying on section 4 (2) of the Securities Act, which
allows for an exemption for transactions by an issuer not involving a public
offering, and the rules and regulations thereunder.

Item 6:  Exhibit and Reports on Form 8-K

a) Exhibits:
         
         10.1 (n) Agreement and plan of reorganisation dated as of February 10,
         1997 by and among Transmedia Europe, Inc., Transmedia Asia Acquisition
         Corporation, Transmedia Asia Pacific, Inc. and Transmedia Europe
         Acquisition Corporation

b) Reports on Form 8-K:
      
         a report on Form 8-K, filed on December 23, 1996 was filed for a change
         of auditors for the quarter ended December 31, 1996.


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<PAGE>   14
TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY

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


SIGNATURES



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



TRANSMEDIA ASIA PACIFIC, INC.






By /s/ William H. Price
----------------------------
William H. Price
Chief Financial Officer and
Principal Financial Officer

February 13, 1997


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