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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -------------------------
OMB Number: 3235-0058
Washington, D.C. 20549 Expires: January 31, 2002
Estimated average burden
FORM 12b-25 hours per response...2.50
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NOTIFICATION OF LATE FILING SEC USE ONLY
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CUSIP NUMBER
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(Check One): Form 10-K |X| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR
For Period Ended: September 30, 2000
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Transmedia Asia Pacific, Inc.
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Full Name of Registrant
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Former Name if Applicable
11 St. James Square
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Address of Principal Executive Office (Street and Number)
London SW1Y 4LB, England
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
Due to several significant transactions including the proposed merger of the
Company with Transmedia Europe, Inc., the preparation of the financial
statements has taken longer than anticipated.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Walter M. Epstein 212 468-4911
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? Yes
No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The company recorded revenues of approximately $1,912,000 in the year ended
September 30, 2000 as compared to $3,991,539 in fiscal 1999, a decrease of
approximately $2,080,000 or 52.1%. All operating businesses experienced a
decline in revenues which were only partially offset by revenues at Monsterbook
which was acquired during the year ended September 30, 2000. Net loss in the
period was approximately $16,269,000 as compared to a net loss of $5,825,980 in
fiscal 1999, an increase of approximately $10,443,000. The increase in net loss
was primarily due to the write-off of goodwill in respect of the company's NHS
subsidiary ($4,229,000), losses at Monsterbook which was acquired in fiscal 2000
($1,400,000), increased operating losses at NHS ($972,000), increased
depreciation and amortization charges ($928,000) and increased operating losses
incurred by the company's affiliates ($2,258,000).
Transmedia Asia Pacific, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 29, 2000 By /s/ Grant White
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Name: Grant White
Title: Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant of
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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International misstatements or omissions of fact constitute Federal Criminal
Violation (See 18 U.S.C. 1001).
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