FORM 10-K/A
AMENDMENT NO.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________TO___________
COMMISION FILE NO. 0-26368
TRANSMEDIA ASIA PACIFIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN IT'S CHARTER)
Delaware 13-3760219
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(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)
Registrant's Telephone Number, including area code: U.K. 011-44-171-930-0706
Securities registered pursuant to Section 12 (b) of the Act:
NONE
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.00001 per share
(Title of Class)
Indicate by (X) 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of February 16, 1998 was $10,258,482 based upon the closing sale
price of a share of Common Stock on The National Association of Securities
Dealers Automated Quotation ("NASDAQ") Small Cap Market System.
Number of shares outstanding of the Registrant's Common Stock, as of March 3,
1998 was 16,596,095.
Documents Incorporated by Reference: None.
Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
Effective September 26, 1997, the Company's former auditors, KPMG,
resigned as the Company's auditors and the Board of Directors, with the approval
of the Audit Committee, retained BDO Stoy Hayward ("BDO") as its independent
public accountants. The Company confirmed in its Form 8-K filing, as amended
by Amendment No. 2 filed October 27, 1997, and KPMG confirmed in its letter to
the office of the Chief Accountant dated October 16, 1997, which letter was
included in said filing, that during the period KPMG was retained, there were no
disagreements with the former auditors on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure with
respect to the Company's financial statements for the fiscal year ended
September 30, 1996 or up through the time of replacement which, if not resolved
to the former auditors satisfaction, would have caused them to make reference to
the subject matter of the disagreement in connection with their report. During
such fiscal years, no accountant's report prepared by KPMG contained an adverse
opinion or disclaimer of opinion or was qualified or modified as to uncertainty,
audit scope or accounting principles.
Without the authorization of KPMG, the Company included an unsigned
report of KPMG (dated December 20, 1996) in the Company's Annual Report on Form
10-K for the year ended September 30, 1997, filed with the Securities and
Exchange Commission on January 23, 1998 (the "1997 10-K"). Prior to that time,
the last filing with the SEC which contained a report by KPMG which was included
with their consent was the annual report on Form 10-K for the year ended
September 30, 1996. By letter dated February 13, 1998, KPMG informed the
Company that it would not agree to consent to the inclusion of its prior audit
report in the 1997 10-K. Consequently, since a manually signed copy has not
been received by the Company, the audit report of KPMG has not been included in
the 1997 10-K but the financial statements covered by the prior audit report
have been included. The Company believes that there is no basis for the action
of KPMG in light of the foregoing and is considering what appropriate action
must be taken to resolve this situation.
The position of KPMG as stated in the letter of February 13, 1998, is
as follows:
"Based on an evaluation of circumstances and recent events
we have decided that we are not willing to accept an
assignment to consider whether we would re-sign our audit
report as of 30 September 1996 and for the two years then
ended for inclusion in the Form 10-K filing of Transmedia
Asia Pacific, Inc. for the year ended 30 September 1997."
The Company was notified of the unwillingness of KPMG to accept an
assignment to consider whether they would re-sign their prior audit report
subsequent to the
filing by the Company of the 1997 10-K. The inability to have a re-signed
report prevents the Company from effecting an offering which would require the
effectiveness of a registration statement. While no such offering is planned,
the Company may require such funding in the future. The Company intends to
either reach agreement with KPMG in the future or to have another auditor report
on this period. There can be no assurance as to the time this would require or
the cost of obtaining such report. In addition the Form 10-K of the Company
will be deemed materially deficient and not timely filed for purposes of Form
S-2 and S-3 in light of the omission of the KPMG report. The Company has been
advised that the current auditors of the Company, BDO, will be issuing their
report for the year ended September 30, 1997 in the near future and that BDO is
aware of the position of KPMG. KPMG has not withdrawn the prior audit report.
The original filing of the 1997 10-K also failed to include a signed
auditor's report by Arthur Anderson with respect to the year ended September 30,
1995. The Company has obtained the consent of Arthur Anderson to inclusion of
its prior audit report, and the Company expects to file an amendment to the 1997
10-K shortly which will include such report.
The original filing of the 1997 10-K also included an audit report by
the Company's current auditor, BDO, with respect to the year ended September 30,
1997. That report was unsigned and was not intended to convey the impression
that BDO had finalized its fiscal 1997 audit. As such, the audit report of BDO
included in the original filing of the 1997 10-K should not be relied upon. As
of the date hereof, the Company has now received a signed report from BDO with
respect to fiscal 1997, and the same will be included in an amendment to the
1997 10-K which the Company expects to file shortly with the SEC.
TRANSMEDIA ASIA PACIFIC INC. AND SUBSIDIARY
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to it's Report to be signed on its
behalf by the undersigned thereunto duly authorised.
TRANSMEDIA ASIA PACIFIC, INC.
By /s/ David Vaillancourt
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David Vaillancourt
Chief Financial Officer
March 3 1998