MARKET GUIDE INC
10-Q, 1998-07-14
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

               (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                       For the quarter ended May 31, 1998

                                       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:  2-91525-NY

                                MARKET GUIDE INC.
             (Exact name of Registrant as specified in its charter)

New York                                                          11-2646081
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

2001 Marcus Avenue
Suite South 200
Lake Success, New York                                            11042-1011
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number,including area code:     (516) 327-2400


(Former name, former address and former fiscal year, if changed since last
 report)

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 _______

 4,758,204 Common shares, $.001 par value were issued and outstanding on July 8,
1998.


<PAGE>



                                Table of Contents





Financial Statements

Balance Sheets as of May 31, 1998 (Unaudited) and February 28, 1998           3

Statement of Operations for the Three Months Ended May 31, 1998
(Unaudited) and May 31, 1997 (Unaudited)                                      5

Statement of Cash Flows for the Three Months Ended
May 31, 1998 (Unaudited) and May 31, 1997 (Unaudited)                         6

Notes to Financial Statements                                                 7

Management's Discussion and Analysis of Financial
Condition and Results of Operations May 31, 1998                              9

Other Information                                                            17

Signature                                                                    18





<PAGE>


                                MARKET GUIDE INC.
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                       May 31,                 February 28,
                                                                                          1998                         1998
                                                                          ---------------------     ------------------------
                                                                                  (Unaudited)
<S>                                                                                  <C>                          <C> 
ASSETS
Current assets:
  Cash                                                                $                964,988     $                809,618
  Accounts receivable (net of allowance
   or doubtful accounts)                                                             1,255,892                    1,047,449
  Prepaid expenses and other current assets                                            117,251                      114,985
                                                                          ---------------------           ------------------

    Total current assets                                                             2,338,131                    1,972,052

Property, plant and equipment:
  Furniture and equipment                                                            1,835,322                    1,623,206
  Equipment held under capital leases                                                  942,950                      942,950
  Leasehold improvements                                                                81,239                       80,990
                                                                          ---------------------           ------------------

                                                                                     2,859,511                    2,647,146

Less:  Accumulated depreciation and amortization
(including amortization of capital leases totaling
$412,204 and $367,610 as of May 31, 1998 and
February 28, 1998, respectively)                                                     1,231,011                    1,117,876
                                                                          ---------------------           ------------------

  Net property, plant and equipment                                                  1,628,500                    1,529,270

Other assets:
  Computer software and product enhancements
  (net of accumulated amortization)                                                  2,859,462                    2,780,128
  Deposits and other assets                                                             78,084                       78,084
                                                                          ---------------------           ------------------

    Total other assets                                                               2,937,546                    2,858,212
                                                                          ---------------------           ------------------

      Total assets                                                    $              6,904,177     $              6,359,534
                                                                          =====================           ==================

</TABLE>


<PAGE>

<TABLE>

                                MARKET GUIDE INC.
                           Balance Sheets - continued

<CAPTION>
                                                                                      May 31,                    February 28,
                                                                                         1998                            1998
                                                                          --------------------     ---------------------------
                                                                                (Unaudited)
<S>                                                                                  <C>                            <C> 
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:

  Current maturities of long-term debt and capital
   leases                                                             $                319,050     $                274,031
  Unearned revenues                                                                  1,193,086                      999,949
  Accounts payable and other accrued expenses                                          269,951                      218,618
                                                                          ---------------------           ------------------

    Total current liabilities                                                        1,782,087                    1,492,598

Non-current liabilities:
  Long-term debt and capital lease obligations,
   less current maturities                                                             667,135                      761,981
                                                                          ---------------------           ------------------

    Total non-current liabilities                                                      667,135                      761,981

  Commitments                                                                              -0-                          -0-
                                                                          ---------------------           ------------------

     Total liabilities                                                               2,449,222                    2,254,579

Stockholders' equity:
Common stock - $.001 par value;  20,000,000  shares  authorized, 
  4,758,204  and  4,723,594 shares issued and outstanding as of 
  May 31, 1998 and February 28, 1998, respectively.                                      4,758                        4,723
 Capital in excess of par value                                                      5,142,928                    5,010,134
 Accumulated deficit                                                                 (692,731)                    (909,902)
                                                                          ---------------------
                                                                                                          ------------------

            Total stockholders' equity                                               4,454,955                    4,104,955
                                                                          ---------------------           ------------------

            Total liabilities and stockholders' equity                $              6,904,177     $              6,359,534
                                                                          =====================           ==================

</TABLE>

<PAGE>


                                MARKET GUIDE INC.
                             Statement of Operations
                                   (Unaudited)


<TABLE>

                                                                                   For the 3 Months Ended
                                                                    ------------------------------------------------------
<CAPTION>
                                                                                      May 31,                     May 31,
                                                                                         1998                        1997
                                                                         ---------------------         -------------------
                                                                                   (Unaudited)                 (Unaudited)

<S>                                                                  <C>                         <C>  
Revenues:
  Database vendors                                                   $              1,409,932    $              1,171,402
  Market Guide products                                                               833,119                     258,861
  Print product                                                                        10,894                      15,750
                                                                         ---------------------         -------------------

    Total revenues                                                                  2,253,945                   1,446,013

Expenses:
 Salaries, payroll taxes & employee benefits                                        1,218,703                     923,398
 Database and product costs                                                           138,660                     102,397
 General and administrative                                                           342,085                     229,309
 Depreciation                                                                         113,135                      83,367
 Amortization                                                                         111,631                      92,029
 Advertising and promotion                                                             87,501                      77,465
                                                                         ---------------------         -------------------

    Total expenses                                                                  2,011,715                   1,507,965
                                                                         ---------------------         -------------------

Income from operations                                                                242,230                    (61,952)
Interest income                                                                         4,864                       8,161
Interest expense                                                                       25,206                      20,738
                                                                         ---------------------         -------------------

Income before income taxes                                                            221,888                    (74,529)
Provision for income taxes                                                              4,719                         -0-
                                                                         ---------------------         -------------------

    Net income                                                       $                217,169    $               (74,529)
                                                                         =====================         ===================



Earnings per share:
  Basic                                                              $                   0.05    $                 (0.02)
  Diluted                                                            $                   0.04    $                 (0.02)

Weighted average number of shares outstanding:
  Basic                                                                             4,735,144                   4,708,203
  Diluted                                                                           4,977,787                   4,733,203



</TABLE>

<PAGE>

<TABLE>

                                MARKET GUIDE INC.
                            Statements of Cash Flows
                                   (Unaudited)



<CAPTION>

                                                                                       For the 3 Months Ended
                                                                       --------------------------------------------------------
                                                                                     May 31,                           May 31,
                                                                                        1998                              1997
                                                                       ----------------------               -------------------
                                                                                 (Unaudited)                       (Unaudited)

<S>                                                                                <C>                               <C>

Net income                                                        $                  217,169         $                (74,529)
                                                                       ----------------------               -------------------
Adjustments   to  reconcile  net  income  to  net
cash  provided  by  operating activities:
    Depreciation and amortization                                                    224,766                           175,397


Changes in assets and liabilities:
      
(Increase)/Decrease in accounts receivable                                         (208,443)                         (164,140)
(Increase)/Decrease in prepaid assets                                                (2,266)                           154,740
Increase/(Decrease) in accounts payable                                               51,333                             9,591
Increase/(Decrease) in unearned revenues                                             193,137                           214,001
                                                                       ----------------------               -------------------
  Total adjustments                                                                  258,527                           389,589
                                                                       ----------------------               -------------------

Net cash provided by operating activities                                            475,696                           315,060
                                                                       ----------------------               -------------------

Cash Flows From Investing Activities:
Payments for purchase of fixed assets                                              (212,116)                         (226,181)
Payments for leasehold improvements                                                    (249)                           (2,117)
Development of computer software and
 product enhancements                                                              (190,965)                         (372,843)
                                                                       ----------------------               -------------------

Net cash used by investing activities                                              (403,330)                         (601,141)
                                                                       ----------------------               -------------------

Cash Flows From Financing Activities:
Payments for capital leases and equipment line of credit                            (49,825)                          (44,987)
Proceeds from issuance of employee's stock plan                                       57,829                             3,995
Proceeds from stock options exercised                                                 75,000                               -0-
                                                                       ----------------------               -------------------

Net cash provided by financing activities                                             83,004                          (40,992)
                                                                       ----------------------               -------------------

Net increase/(decrease) in cash                                                      155,370                         (327,073)
Cash at beginning of period                                                          809,618                         1,230,893
                                                                       ----------------------               -------------------

Cash at end of period                                             $                  964,988         $                 903,820
                                                                       ======================               ===================


</TABLE>



<PAGE>


                                Market Guide Inc.
                          Notes to Financial Statements
                                  May 31, 1998


Note 1            INTERIM FINANCIAL STATEMENTS

The  accompanying  financial  statements of Market Guide Inc. have been prepared
without  audit,  except for the balance  sheet as of February 28,  1998.  In the
opinion  of  management,   all  adjustments   (consisting  of  normal  recurring
adjustments)  considered  necessary for a fair  presentation have been included.
Operating  results for the three months  ended May 31, 1998 are not  necessarily
indicative of the results that may be expected for the year ending  February 28,
1999.

Note 2            BANK LINE OF CREDIT

On September 1, 1997, the Company and Fleet Bank extended the line of credit for
an  additional  year with all the  original  terms and  conditions  remaining in
effect. The line of credit extension expires on August 31, 1998.

During the first  quarter  ended May 31,  1998,  the  Company did not borrow any
funds under its line of credit with Fleet Bank. As of May 31, 1998,  the Company
had  borrowed a total of  $471,750  for the purpose of funding  acquisitions  of
capital equipment  (principally  computers and  peripherals).  The bank line was
used in lieu of alternative leasing arrangements used in the past.

Note 3            DEPRECIATION AND AMORTIZATION

Depreciation and  amortization are provided for in amounts  sufficient to relate
the cost of depreciable assets to operations over their estimated service lives.
Leased  property  under  capital  leases  is  amortized  over  the  lives of the
respective leases or over the service lives of the assets for those leases which
substantially  transfer ownership.  The straight-line  method of depreciation is
followed  for  substantially  all assets for both  financial  and tax  reporting
purposes.

Note 4            YEAR 2000 COMPLIANCE

The Company is  currently  conducting  a  comprehensive  review of its  computer
systems and software to assess its  exposure to Year 2000  issues.  Based upon a
preliminary assessment,  management believes the Company's systems are compliant
or will be compliant by the end of 1998. All maintenance and modification  costs
are being expensed as incurred.  The costs  associated with Year 2000 compliance
have not  been,  nor are  they  anticipated  to be,  material  to the  Company's
financial position or results of operations.

Note 5            OPERATING SEGMENTS

For the  purpose of  determining  operating  segments,  Market  Guide  separated
CreditRisk Monitor (formed in September 1996) from Market Guide.

The Market Guide segment consists of sales made to the Institutional, Broker and
Trader  (Retail),  and  Individual  Investor  marketplaces,  as well as revenues
generated from a print product, customized screens, data and report sales to the
corporate and institutional marketplaces and direct sales on the internet.

The CreditRisk  Monitor (CRM) segment includes all business derived from selling
the CreditRisk Monitor service on the Internet (www.creditriskmonitor.com).  The
CRM service is a  subscription-based  credit monitoring service targeted towards
the corporate  credit  manager.  This business  differs from Market Guide's core
business which remains selling reports and data to the Institutional, Broker and
Trader and Individual Investor marketplaces.  Therefore,  management has decided
to treat CRM as a  separate  operating  entity  and to  evaluate  its  financial
performance  based on expenses that are directly  attributable  to its division.
There has been no allocation  of Market Guide data or personnel  costs to CRM in
the segment analysis.

<TABLE>

<CAPTION>

                                     3 months ended May 31, 1998                        3 months ended May 31, 1997
                                     ---------------------------                        ---------------------------
                             CreditRisk      Market Guide     Consolidated     CreditRisk      Market Guide      Consolidated

<S>                               <C>               <C>           <C>                 <C>             <C>               <C> 
Revenues:
  Database vendor          $        -0-       $     1,409,932  $   1,409,932    $       -0-  $     1,171,402   $     1,171,402
  Market Guide products           193,015            640,104         833,119         10,629          248,232           258,861
  Print products                    -0-               10,894          10,894            -0-           15,750            15,750

    Total revenues                193,015         2,060,930       2,253,945           10,629        1,435,384         1,446,013

Expenses:
  Salaries & benefits             274,266           944,437       1,218,703           65,628          857,770           923,398
  Database    &   product          37,404           101,256         138,660            4,734           97,663           102,397
costs
  General & admin.                 28,945           313,140         342,085           17,911          211,398           229,309
  Depreciation                     12,385           100,750         113,135            6,346           77,021            83,367
  Amortization                     19,620            92,011         111,631           13,080           78,949            92,029
  Advertising & promo.             39,230            48,271          87,501           49,606           27,859            77,465
                              
    Total expenses                411,850         1,599,865       2,011,715          157,305        1,350,660         1,507,965

Operating income (loss)    $    (218,835)   $       461,065  $      242,230   $    (146,676)    $      84,724  $        (61,952)

Accounts receivable        $      335,915   $       919,977   $   1,255,892  $        84,114    $     637,441  $        721,555
Prop.,  plant  &  equip., net     207,765         1,420,736       1,628,500          132,471        1,219,464         1,351,935
Capitalized assets, net           496,641         2,362,821       2,859,462          512,364        1,660,071         2,172,434
Unearned revenue                  616,331           576,755       1,193,086           80,870          381,810           462,680



</TABLE>


<PAGE>


                                Market Guide Inc.
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                                  May 31, 1998


Business

Market Guide Inc. was incorporated in the State of New York on March 23, 1983 as
"The  Unlisted  Market  Service  Corporation."  On September 3, 1986 the current
corporate  name  was  adopted.  In 1996,  the  Company  formed  a new  division,
CreditRisk Monitor, to develop services for the corporate credit manager.

The Company acquires, integrates,  condenses and publishes accurate, timely, and
objective financial and other information on publicly traded  corporations,  and
markets this information to the financial, investment and credit communities, as
well as to independent investors through the Internet  (www.marketguide.com) and
other distribution channels in a cost effective manner.

The Market Guide Database  covers over 10,500  companies  traded on the New York
Stock  Exchange,  American Stock  Exchange,  Nasdaq and  Over-the-Counter  Stock
Markets,  including  foreign companies trading in the U.S. as ADRs and ADSs. The
content created by Market Guide is derived from information filed by the subject
company with the Securities and Exchange Commission, issued in press releases or
carried in other media reports.  Each company's  information is updated at least
four and often more than eight  times a year,  as soon as  relevant  information
becomes available.  Pricing and trading volume information incorporated into the
database are updated daily, and short interest statistics are updated monthly.

Market Guide adds value,  distinguishes itself from the competition,  and serves
its clients through its:

         Flexible  database  design  which gives users  important  insights  not
         available  in  competitive  databases,  thereby  enabling  them to make
         better informed investment decisions;

         Inclusion of auxiliary  information such as earnings  estimates,  price
         performance,   relative   price   performance,   summary   insider  and
         institutional  ownership  statistics,  bond ratings, and short interest
         statistics giving users a complete perspective on each company;
    
         Calculation of over 500 popular financial  ratios,  growth rates, and
         averages computed for the user's  convenience; 

         Carefully planned,  market  tested display formats, including company 
         to industry comparisons, that allow users to quickly and efficiently 
         make carefully considered investment and credit decisions; and

         Developing efficient,  timely,  cost-effective and easy to use software
         delivery  systems such as Market Guide for Windows,  our Internet  site
         (www.marketguide.com)     and    the     CreditRisk     Monitor    site
         (www.creditriskmonitor.com).

The  targeted  markets  for Market  Guide's  data and related  products  include
investment  managers,  investment  research  departments,   financial  planners,
investment  counselors,  investment bankers,  banks,  stockbrokers and brokerage
firms, traders, libraries, publications,  corporations, law firms and individual
investors. The Company sells its information through four channels:  information
vendors,  the  Internet,  Market  Guide for Windows  (its  proprietary  analytic
software) and a print  publication.  The CreditRisk  Monitor division serves the
need of corporate credit managers through an Internet based service.


<PAGE>



Vendors

Market Guide works in partnership  with financial  information  service vendors.
The financial  information  service vendors combine data from various  real-time
and  historical  information  sources with their own analytic  software and data
delivery  capability.  Their sales forces sell the product and they also provide
customer training and support  services.  Market Guide focuses on developing the
highest quality information content and leveraging off the information  vendor's
sales force,  software,  information  dissemination  infrastructure and customer
base.  The amount of data  presented,  its display  format,  and the  software's
analytic  capabilities  vary  depending upon the way each  information  provider
defines its customers' needs, software capabilities,  distribution  technologies
and preferred pricing strategies.

Information service vendors that currently  distribute the Market Guide Database
include:   Accutrade;   AltaVista;   America  Online;  American  Association  of
Individual Investors; Ameritrade; Argus Research; Automatic Data Processing; AIQ
Systems,  Inc.; Bridge  Information  Systems Inc.;  Business Wire, Inc.; Charles
Schwab and Company;  Charter Media;  Data  Broadcasting  Corporation;  Dow Jones
Markets;  FactSet Research Systems, Inc.; First Call Corporation;  Global Market
Information;   Holt  Value  Associates;   Horsesmouth  LLC;  ILX  Systems  Inc.;
Individual Investor Group; InfoSpace Inc.; Instinet Analytics;  Interactive Data
Corporation;  Internet  Securities,  LLC;  Lycos;  News  Alert,  Inc;  OneSource
Information  Services,  Inc.;  P.C. Quote,  Inc.;  Pointcast;  Prodigy  Services
Company;  Quote.com; Quotes Plus; Quotron Systems, Inc.; Real Time Quotes, Inc.;
Reality Online;  Reuters PLC;  Securities Data  Corporation;  Shark  Information
Services,  Inc.; Siebel Systems,  Inc.; Telemet America,  Inc.; Telescan,  Inc.;
Track  Data  Corporation;   Vickers  Stock  Research   Corporation;   Waterhouse
Securities, Inc.; Windows on Wall Street; and Yahoo!.

In April 1998, Market Guide's  information was introduced on America Online, and
in May 1998, on Alta Vista.

Business Developments

In August 1995, the Company announced an agreement with the American Association
of Individual  Investors  (AAII)  whereby AAII will  incorporate  Market Guide's
information in their existing screening  software known as Stock Investor.  AAII
is an educational not for profit  corporation with over 100,000 members, a small
percentage of whom subscribe to Stock Investor. Market Guide's information first
appeared with Stock Investor's regular quarterly update in November 1995.

Market Guide's analytic  software  package,  Market Guide for Windows (MGW), was
introduced  in fiscal  year  1996.  This  product  permits  users to search  the
database,  develop user  defined  reports and  download  information  to popular
spreadsheet software packages. The software is not patented or trademarked,  but
a copyright is claimed by the Company.  Market Guide for Windows is delivered on
a CD/ROM with weekly, monthly or quarterly updates.

In June 1996, the Company  announced a multi-year  contract with Reuters Limited
which grants Reuters'  worldwide use of Market Guide's  financial  database.  To
date,  this agreement  represents the largest single  contract in Market Guide's
history.

The  Company has an Internet  site that has been in  operation  since the second
quarter  of fiscal  1997.  It is  anticipated  that this site will  broaden  the
Company's  ability to sell and service its products  directly to end users.  The
address to our site is  http://www.marketguide.com.  The  Company  also uses its
Internet infrastructure to host co-branded sites and to work in partnership with
various  vendors.  In addition to  distributing  the  information  through  many
Internet based services,  Market Guide also hosts co-branded sites for brokerage
firms such as Ameritrade and Charles Schwab, as well as search engines including
Yahoo!.

The same Market Guide for Windows  software  with a smaller  information  set is
sold over the  Internet  to  individual  investors  under  the name  StockQuest.
StockQuest was introduced in August 1996.

Also in August  1996,  the Company  formed a new  division,  CreditRisk  Monitor
("CRM").  CRM is an  Internet-based  financial  information  and real-time  news
service targeted  towards the corporate  credit function.  After seven months of
development work, the CreditRisk Monitor service was successfully  introduced in
April 1997.

In April 1998,  Market Guide's  information  became  available on America Online
("AOL"),  where it is an important part of the AOL Investment  Research area. On
America  Online,  Market Guide gets  compensated  by a percentage of advertising
revenues and the ability to sell users  additional  content on a subscription or
per report basis.

Publications

The  Company's  quarterly  print  product,  The Market  Guide - Select  Over the
Counter  Stock  Edition,  is a single  volume of 800  one-page  reports  on fast
growing,  profitable  over-the-counter companies. Each quarterly book features a
somewhat  different set of 800 companies.  The book also has a detailed  company
index listing 15 key statistics on each company in a tabular format.
This index is very  useful to  investors  searching  for  attractive  investment
opportunities.

Market Guide attempts to provide  continuity of coverage so that  subscribers to
the book can keep following  companies in which they have an interest.  However,
from time-to-time the companies  covered do change.  The most common reasons for
deletion of coverage are:

 The company has been acquired in a merger or a leveraged buyout;
   
 The company has not filed a financial  statement  with the  Securities
 and Exchange  Commission  for two or more reporting periods;

 The company has exhibited significant deterioration in its financial condition;

 The company has been deleted from the National  Association of Security
 Dealers  Automatic  Quotation  System (Nasdaq) and has fewer than three
 Market Makers;

 The company  now trades on the New York or American  Stock  Exchange,  and no
 longer qualifies for the OTC edition.


Companies  dropped from the book are replaced by companies which are selected by
using  proprietary  Market Guide selection  criteria.  The companies in the book
have regularly outperformed the Nasdaq composite.

Database Enhancements

The  Company  continuously  expands,  enhances  and  improves  the Market  Guide
Database  and  related  software   capabilities  based  in  part  upon  customer
suggestions and employee  feedback.  In 1988, the Company added the New York and
American  Stock  Exchange  companies to its then current  universe of Nasdaq and
"pink sheet" companies.

In 1990,  Market  Guide  decided to expand  the  database  to  include  complete
detailed  quarterly  financial  statements.  The Company  engaged in a series of
dialogues  with current or  potential  vendors and  customers  to determine  the
market potential,  to identify the Company's perceived strengths and weaknesses,
and  to  research  market  needs  and  the   appropriateness  of  the  Company's
methodologies  and objectives.  The results of this analysis were the commitment
of  resources  to more than  double  the  amount of  information  collected  and
maintained  on each subject  company.  In fiscal  years 1990,  1991 and 1992 the
Company added the Annual  Statement of Cash Flows and complete  Quarterly Income
Statements,  Balance Sheets and Statements of Cash Flows on all the companies in
the database.  This has allowed  Market Guide to serve new markets and to bid on
services for which Market Guide did not previously qualify.

In late 1993 the Company  began to track short  interest  information  published
monthly by U.S. stock exchanges and markets.

In early 1994 the Company began subscribing to and processing the Securities and
Exchange  Commission's  (SEC's) Electronic Data Gathering Analysis and Reporting
(EDGAR) service.  This permitted access to source documents (10-Ks, 10-Qs, etc.)
ten  days to two  weeks  earlier  than  in  previous  years.  Record  levels  of
timeliness for the Market Guide Database have subsequently been attained.

In the fall of 1994, Market Guide introduced  completely new industry and sector
classifications that reflect the current economy and are being incorporated into
all of Market Guide's products.

These industry and sector classifications will help investors:

Identify  which  industries and sectors are  outperforming  the market or have
fallen from favor; 

Compare  companies to a well-defined  peer group;

Analyze and review  industry and sector  financial  and  investment  
characteristics;  

Properly  construct  portfolios to ensure adequate  diversification;  and 

Make well reasoned asset allocation decisions.

In the fall of 1995, the Company completed  development of a historical  pricing
database to complement the financial  information  it has compiled.  The pricing
database contains both historical and current information for all issues trading
on the New York and  American  Stock  Exchanges,  the Nasdaq Stock  Market,  and
selected OTC Bulletin Board and Pink Sheet  Companies.  The Market Guide pricing
database contains Open, High, Low, Close and Volume information on a daily basis
beginning in 1983, with daily updates occurring each trading day.

In order to satisfy  institutional  investors'  needs for  extensive  historical
financial information,  Market Guide increased the number of years of historical
annual financial  statements in the Market Guide database.  With the culmination
of the "Big Ten" project,  Market Guide now has annual financial  statement data
going back to 1983 for most  companies on its database.  As a result of the "Big
Ten" project,  Market Guide is now able to compete for other  business  where at
least ten years of historical  data is required.  This  information is currently
being distributed within the OneSource US Equities product, the Market Guide for
Windows product, and through selected vendors.

In fiscal  year 1997,  the  Company  began  collecting  information  on Dividend
Reinvestment Plans (DRIPs).  The DRIP information Market Guide collects includes
restrictions,  fees,  discounts  and  company  contacts  on over 900 plans.  The
Company will continue to expand its DRIP database as more companies sponsor such
plans.

In fiscal year 1997,  the Company  incorporated  Senior  Debt  Ratings  into its
database.  The debt ratings offered on the Market Guide Database are provided by
Fitch Investors Service,  LP; Moody's Investors  Service;  and Standard & Poor's
Rating Group.  Ratings data includes  current  ratings,  prior ratings,  and the
accompanying  dates. Using these ratings,  Market Guide has constructed  average
company and industry ratings information.

Internet

The Company has created a dynamic,  comprehensive  and extremely useful Internet
site.  The site  contains  both  advertising  supported  and added cost content.
Advertising  supported  content is free to the user and Market Guide  expects to
cover its costs and  generate  profits from the sale of  advertising.  As of May
1998, the advertising supported content included:

     Real time price quotes;
 
     Market commentary (in partnership with Briefing);

     News (in partnership with News Alert);

     Market Guide's Company Snapshot Report;

     Market Guide's Performance Report;

     Market Guide's Financial Highlights Report;

     Market  Guide's What's  Hot/What's  Not service that  identifies the price
     performing  leaders and  laggards  by sector,  industry  and  company  over
     various time periods;

     NetScreen  (an online  stock  screen  application);  and Price  charts (in
     partnership with Neural Applications Corp.)

For users who wish to have more comprehensive information, added cost content is
available  for nominal  per report or  subscription  based fees.  The added cost
content includes:

      The Market Guide Ratio Comparison Report;
      The Market Guide Select Financial Statements;
      The Market Guide ProVestor Plus Report;
      The Earnings  Estimate Report (in partnership with First Call); and Market
      Guide StockQuest Screening Software and Reporting applications.

In addition to our own site,  Market  Guide's  information  is available on more
than 40 other web sites. Most of these web partners also offer their users added
cost services from Market Guide.  These added cost services are delivered mostly
through co-branded sites hosted by Market Guide.

CreditRisk Monitor

Market  Guide's  newest  division,  CreditRisk  Monitor  (CRM),  is a new online
information and news service that follows  approximately  550 U.S. publicly held
domestic  retail  chains and  wholesalers.  This  online  service is  accessible
through  the  Internet  (www.creditriskmonitor.com)  and has  been  designed  to
provide corporate credit managers with the analytical tools necessary to analyze
and follow, on a daily basis, all the public companies they do business with.

CRM was formed  specifically to leverage Market Guide's  comprehensive  database
and state-of-the-art  technology through sales to a new market. CRM provides the
credit community with a cost efficient,  online credit and financial information
service.

The CRM  information  service  consists of: CRM Company  Reports,  the CRM Alert
Notification Service and the CRM Real-Time News Service. The CRM web site became
operational in April 1997.


<PAGE>



Business Facilities

In October 1994,  the Company  relocated its principal  place of business to new
headquarters  in Lake Success,  New York.  Lake Success is located on the Queens
(New York City) - Nassau  County (Long  Island)  border.  The Company  currently
maintains two office suites in this complex, Suite South 200 which totals 13,500
square feet, and Suite West 290 which totals 5,500 square feet.

In June 1996, the Company leased a sales office in Chicago, Illinois. This space
totals 572 square feet and is staffed by a full time sales representative.  This
office was closed in May, 1998.

Results of Operations

For the three months ended May 31, 1998 compared to May 31, 1997

Total  revenues for three months ended May 31, 1998  increased 56% to $2,253,945
from  $1,446,013 for the three months ended May 31, 1997. The growth in revenues
reflects a 20% increase to $1,409,932  in database  vendor sales and a 222% rise
to $833,119 in Market Guide product sales.

Market  Guide's   largest   component  of  sales  through  its  vendor  channels
contributed  to  corporate  growth as its  vendors  continued  to enhance  their
services,  create new products and aggressively market them to end users. Market
Guide for WindowsTM sales accounted for approximately 5% of total revenue in the
current quarter and Market Guide recorded its one hundredth customer sale in the
quarter.  The CreditRisk Monitor client roster increased steadily in the quarter
to approximately 300 companies.  Although this new division has not yet achieved
profitability,  CreditRisk  Monitor  sales had grown to almost 9% of total first
quarter revenues.

Internet  based  revenues  grew the fastest and continued to represent a growing
percentage of Market Guide's total revenue.  This reflects the servicing of over
forty  Internet   redistribution   agreements  and  increased  advertising  fees
generated at Market Guide's web site (www.marketguide.com). Internet  revenues  
would have been even  higher had  Market  Guide not made its web site free to 
all users for the  month of May  1998.  This  promotion  has  proved  successful
and has been extended through July 1998.

Total  operating  expenses for three months ended May 31, 1998  increased 33% to
$2,011,715  from $1,507,965 in the three months ended May 31, 1997. The increase
in operating  expenses  reflects  Market  Guide's  continuing  investment in its
Internet effort and its CreditRisk  Monitor division.  For the quarter ended May
1998,  CreditRisk  Monitor  resulted  in  an  operating  loss  of  approximately
$219,000.

Income from  operations  for three months  ended May 31, 1998  totaled  $242,230
compared to an operating loss of $61,952 in the three months ended May 31, 1997.
The  improvement in income from operations  reflects  increased sales to new and
existing customers as well as tight cost control measures.

Interest  income for three months ended May 31, 1998  decreased 40% to $4,864.
The decrease  reflects  lower cash balances in the first half of the quarter.

Interest  expense for three months ended May 31, 1998  increased 22% to $25,206.
Higher interest expense reflects additional capital lease service  requirements.
The increase in interest  expense  reflects costs associated with the Fleet line
of credit.

Net income for the three months ended May 31, 1998  totaled  $217,169  compared 
to a net loss of $74,529 in the three months ended May 31, 1997.

Liquidity and Capital Resources

As of May 31, 1998, the Company's  working capital  (current assets less current
liabilities)  increased  16% to $556,044  from $479,454 as of February 28, 1998.
The Company's cash and cash equivalents  increased 19% to $964,988 from $809,618
as of February 28, 1998.

For the  three  months  ended  May 31,  1998,  net cash  provided  by  operating
activities  increased  51% to $475,696.  The increase  reflects  $217,169 in net
income  versus a loss of  $74,529  in May,  1997  and  higher  depreciation  and
amortization expenses.

For the three months ended May 31, 1998, net cash used in investing  activities
decreased 33% to $403,330.  The decrease reflects the Company's reduction in 
capitalized projects due to the completion of several projects.

For the three  months  ended May 31, 1998,  net cash from  financing  activities
totaled  $83,004  compared  to net cash used in  financing  activities  totaling
$40,992 in the three months ended May 31, 1997.  This was due to the proceeds of
the  employees'  stock  purchase  plan and the  exercising  of  stock  incentive
options.

The Company did not engage in any borrowing during the first quarter.

The Company believes its current liquidity is sufficient to meet its obligations
during the next twelve months.


<PAGE>




                                Other Information



Item 1      Legal Proceeding

In December 1996, the Company commenced litigation in the United States District
Court for the Eastern  District of New York against  Information  Clearinghouse,
Inc. d/b/a F&D Reports (ICI) and Lawrence Sarf. The Company's  complaint alleges
claims of trademark infringement, unfair competition,  deceptive trade practices
and conversion in connection with the defendant's theft and use of the Company's
proprietary slogan,  "On-Line,  On-Time,  On-Target," developed for use with its
Internet based credit reporting service,  CreditRisk Monitor. Market Guide seeks
damages in an amount  exceeding  $5 million,  plus  injunctive  and  declaratory
relief.  ICI has filed an Answer  responding  to the  Complaint  and denying all
material  allegations.  Discovery  has  been  completed,  and a  final  pretrial
conference is scheduled, before the Court, on July 28, 1998.

ICI has  commenced a separate  action in state court  against  three  former ICI
employees,  Market Guide and individual  Market Guide employees arising from use
of alleged  trade secret  information.  ICI has  asserted  claims under New York
common law  seeking  injunctive  relief and  monetary  damages in the  estimated
amount of $4.3 million. The Company has denied all material allegations from the
outset of this suit, and the Company intends to continue its vigorous defense of
ICI's claims.  At the outset of the case,  ICI moved for  injunctive  relief and
Market Guide moved to dismiss all claims.  The Court  denied  ICI's  request for
injunctive  relief and the Company's motion.  Deposition  discovery is underway,
and is scheduled to be completed by September 14, 1998.


Item 2      Changes in Securities                                           None

Item 3      Defaults Upon Senior Securities                                 None

Item 4      Submission of Matters to Vote of Security Holders               None

Item 5      Exhibits and Reports on Form 8-K                                None


<PAGE>




                                    Signature




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                                            MARKET GUIDE INC.
                                                              (Registrant)



July 14, 1998                                               /s/ Homi M. Byramji
Date                                                          HOMI M. BYRAMJI





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<NAME>                                            Market Guide Inc.
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<PERIOD-TYPE>                                   3-MOS
<FISCAL-YEAR-END>                               FEB-28-1999
<PERIOD-START>                                  MAR-01-1998
<PERIOD-END>                                    MAY-31-1998
<EXCHANGE-RATE>                                 1.00000
<CASH>                                          964,988
<SECURITIES>                                    0
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<INCOME-TAX>                                    4,719
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<DISCONTINUED>                                  0
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