UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: September 30, 1997
[ ] 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:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part III, Item 10, 11, 12 and 13 of Form 10-K
PART I
REGISTRANT INFORMATION
Transmedia Asia Pacific, Inc.
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Full Name of Registrant
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Former Name if Applicable
1 Hurlingham Business Park, Sullivan Road
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Address of Principal Executive Office (Street and Number)
London SW6 3DU England
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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 appropriate box.)
|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, 20-F, 11-K or N-SAR, or portion thereof, will be filed on
or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
|_| (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 Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Since the end of the fiscal year, management has been extensively involved in
financing and other business projects on behalf of the Company. In December, the
Company closed on the first tranche of an acquisition for which an 8-K was
recently filed. This has created a delay in management's ability to coordinate
and complete preparation and filing of the Form 10-KSB on a timely basis.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Walter Epstein 212 698-7700
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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 operation for
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? |X| 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.
Based upon preliminary indications, the Registrant anticipates that its net
loss for fiscal 1997 will exceed the net loss for the prior fiscal year by
approximately $700,000. The increase is primarily attributable to losses
incurred by Countdown Holdings Limited ("Countdown"), a company in which
the Registrant acquired its interest in April 1997 (including losses
associated with the restructuring of Countdown's business operations).
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, 1997 By s/ David Vaillancourt
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David Vaillancourt, Chief Financial Officer
Instruction: The form may be signed by an executive officer of the registrant or
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
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (See 18 U.S.C. 1001)