SECUITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-26368
NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR
For Period Ended: June 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: ___________________
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 I
REGISTRANT INFORMATION
Full name of registrant Transmedia Asia Pacific, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
11 St. James Square
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City, state and zip code London SW1Y 4LB 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)
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 quarter, management and financial personnel have been
extensively involved in the previously announced proposed merger of the
Company and Transmedia Europe, Inc. This has caused a delay in
management's ability to coordinate and complete preparation and filing of
the Form 10-QSB on a timely basis.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Walter M. Epstein, Esq. (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
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(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.
Revenues for the quarter in the Company's Australian based operations
continued to decline significantly and are estimated to be approximately
$497,000 versus $995,000 for the corresponding period in 1999. Losses are
estimated to be approximately $8.1 million versus $700,000 for the
corresponding period in 1999. The increase in losses is a direct result of
a non-cash write-off of historically recorded goodwill of approximately
$4.3 million from the Nationwide Helpline Services acquisition, losses in
the Nationwide Helpline Services operation of approximately $680,000
(1999: a profit of approximately $220,000), losses from the Company's
recently acquired Monsterbook division and its affiliated DBS Direct
business of $1.5 million, neither of which operated fully in the
corresponding period in 1999, higher operating losses in the Company's
restaurant card business of approximately $150,000 and non-recurring
professional fees and other costs.
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: August 14, 2000 By: /s/ James Fyfe
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Name: James Fyfe
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)
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