MARKET GUIDE INC
10-Q, 1998-01-14
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PERIOD-TYPE>                                  9-MOS
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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 November 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 _______

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 _______

4,718,171  Common shares, $.001 par value were issued and outstanding on
January 2, 1998.






                                Table of Contents





Financial Statements

Balance Sheets as of November 30, 1997 (Unaudited) and February 28, 1997      3

Statement of Operations for the Three and Nine Months Ended
November 30, 1997 (Unaudited) and November 30, 1996 (Unaudited)               5

Statement of Cash Flows for the Nine Months Ended
November 30, 1997 (Unaudited) and November 30, 1996 (Unaudited)               6

Notes to Financial Statements                                                 7

Management's Discussion and Analysis of Financial
Condition and Results of Operations November 30, 1997                        14

Other Information                                                            17

Signature                                                                    18



<TABLE>

                                MARKET GUIDE INC.
                                 Balance Sheets




                                                                      November 30, 1997                  February 28, 1997
                                                                            (Unaudited)


<S>                                                                                 <C>                             <C>
ASSETS
Current assets:
   Cash                                                        $                    692,456     $                 1,230,893
   Accounts Receivable (net of allowance for doubtful
  accounts)                                                                       1,179,463                         557,415
   Prepaid expenses and other current assets                                        119,640                         263,630
                                                                  --------------------------       -------------------------
      Total current assets                                                        1,991,559                       2,051,938

Property, plant and equipment:
   Furniture and equipment                                                        1,497,700                         936,097

   Equipment held under capital leases                                              942,949                         942,949
   Leasehold improvements                                                            76,710                          72,509
                                                                  --------------------------       -------------------------
                                                                                  2,517,359                       1,951,555

Less:  Accumulated depreciation and amortization
(including amortization of capital leases totaling
$323,016 and $189,234 as of November 30, 1997 and February
28, 1997, respectively)                                                           1,012,962                         744,551
                                                                  --------------------------       -------------------------

Net property, plant and equipment                                                 1,504,397                       1,207,004

Other assets:
   Computer software and product enhancements (net
   of accumulated amortization)                                                   2,595,153                       1,891,621
   Deposits and other assets                                                         78,083                          78,085
                                                                  --------------------------       -------------------------

      Total other assets                                                          2,673,236                       1,969,706
                                                                  --------------------------       -------------------------

         Total assets                                          $                  6,169,192     $                 5,228,648


</TABLE>




<TABLE>

                                MARKET GUIDE INC.
                           Balance Sheets - continued



                                                                                November 30, 1997               February 28, 1997
                                                                                      (Unaudited)


<S>                                                                                          <C>                         <C>
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
   Current maturities of long-term debt and capital leases                $                  190,496     $               176,012
   Unearned revenues                                                                         936,951                     248,679

   Accounts payable and other accrued expenses                                               266,649                     179,493
                                                                             ------------------------       ---------------------
      Total current liabilities                                                            1,394,096                     604,184

Non-current liabilities:
    Long-term debt and capital lease obligations, less
    current maturities                                                                       796,330                     564,262
                                                                             ------------------------       ---------------------

       Total non-current liabilities                                                         796,330                     564,262

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

        Total liabilities                                                                  2,190,426                   1,168,446

Stockholders' equity:
   Common stock - $.001 par value;  20,000,000 shares authorized,  4,718,171 and
     4,708,186  shares  issued  and  outstanding  as of  November  30,  1997 and
     February 28,
     1997, respectively                                                                        4,718                       4,708
   Capital in excess of par value                                                          4,996,811                   4,972,032
   Accumulated deficit                                                                   (1,022,763)                   (916,538)
                                                                             ------------------------       ---------------------

       Total stockholders' equity                                                          3,978,766                   4,060,202
                                                                             ------------------------       ---------------------

          Total liabilities and stockholders' equity                      $                6,169,192     $             5,228,648

</TABLE>




<TABLE>

                                MARKET GUIDE INC.
                             Statement of Operations
                                   (Unaudited)


                                                For the 3 Months Ended                        For the 9 Months Ended
                                           ---------------------------------              --------------------------------
                                                  Nov. 30,           Nov. 30,                Nov. 30,          Nov. 30,
                                                    1997               1996                    1997              1996
<S>                                                  <C>                 <C>                    <C>               <C>
Revenues:
   Database vendors                                 $1,229,699          $1,067,546             $3,682,997        $3,104,059
   Market Guide products                               502,582             173,353              1,145,440           355,487
   Print product                                        11,014               15,789                40,184             45,416
                                                  ------------         -----------           ------------      -------------

      Total revenues                                 1,743,295           1,256,688              4,868,621         3,504,962

Expenses:
   Salaries, payroll taxes & employee                1,033,111             693,961              2,972,261         1,956,084
     benefits
   Database and product costs                          223,783             169,879                638,063           510,773
   General and administrative                          388,910             229,850              1,082,941           621,529
   Advertising and promotion                             62,396             38,946                 235,291            97,063
                                                  ------------       -------------           ------------        ----------

   Total expenses                                    1,708,200          1,132,636               4,928,556         3,185,449
                                                  -------------      -------------           -------------    -------------

Income from operations                                  35,095             124,052               (59,935)           319,513
Interest income                                          4,373               7,985                 16,937            22,870
Interest expense                                        21,975               23,163                 61,227            56,365
                                                  -----------          -----------           ------------      ------------

   Income before income taxes                           17,493             108,874              (104,225)           286,018
   Provision for income taxes                                 0               1,533                 2,000              3,503
                                                  ------------          ----------          -------------         ---------

   Net income                                          $17,493            $107,341             ($106,225)          $282,515

Earnings per share:
   Primary                                               $0.00               $0.03                ($0.02)             $0.07
   Fully diluted                                         $0.00               $0.02                ($0.02)             $0.06

Weighted average number of shares outstanding:
   Primary                                           4,713,709           4,195,172              4,710,560         4,191,832
   Fully diluted                                     4,753,709           4,378,601              4,741,287         4,375,261

</TABLE>




<TABLE>

                                MARKET GUIDE INC.
                             Statement of Cash Flows
                                   (Unaudited)


                                                                                     For the 9 Months Ended
                                                                                Nov. 30,                Nov. 30,
                                                                                  1997                    1996
                                                                                          
<S>                                                                                <C>                       <C>
Cash Flows From Operating Activities:

Net income                                                               $         (106,225)     $           282,515
                                                                            -----------------       -----------------
Adjustments to reconcile net income to net cash provided from
  operating activities
     Depreciation and amortization                                                   584,515                 368,108
Changes in assets and liabilities:

(Increase)/Decrease in accounts receivable                                         (622,048)                 163,728
(Increase)/Decrease in prepaid assets                                                143,990                  10,086
(Increase)/Decrease in deposits and other assets                                           2                 (6,513)
Increase/(Decrease) in accounts payable                                               87,156                (73,108)
Increase/(Decrease) in unearned revenues                                             688,272                 255,026
                                                                            -----------------       -----------------
   Total adjustments                                                                 881,887                 717,327
                                                                            -----------------       -----------------
Net cash from operating activities                                                   775,662                 999,842
                                                                            -----------------       -----------------

Cash Flows From Investing Activities:

Payments for purchase of fixed assets                                              (561,603)               (429,470)
Payments for leasehold improvements                                                  (4,201)                (17,647)
Development of computer software and product enhancements                        (1,019,635)               (639,688)
                                                                            -----------------       -----------------

Net cash from investing activities                                               (1,585,439)             (1,086,805)
                                                                            -----------------       -----------------

Cash Flows From Financing Activities:

Payments for notes payable, long-term debt and capital leases                      (133,079)               (111,137)
Proceeds from capital leases                                                               0                 380,215
Proceeds from equipment line of credit                                               379,630                       0
Proceeds from sale of stock under employee stock plan                                 24,789                  26,464
Proceeds from private placement of common stock                                            0                       0
                                                                            -----------------       -----------------

Net cash from financing activities                                                   271,340                 295,542
                                                                            -----------------       -----------------

Net increase/(decrease) in cash                                                    (538,437)                 208,579
Cash at beginning of period                                                        1,230,893                 680,783
                                                                            -----------------       -----------------

Cash at end of period                                                    $           692,456     $           889,362

</TABLE>


                                Market Guide Inc.
                          Notes to Financial Statements
                                November 30, 1997



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,  1997.  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  nine  months  ended  November  30,  1997  are  not
necessarily  indicative  of the results that may be expected for the year ending
February 28, 1998.

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 third  quarter  ended  November  30,  1997,  the Company  borrowed an
additional $116,625 under its line of credit with Fleet Bank. As of November 30,
1997,  the Company had  borrowed a total of $379,630  for the purpose of funding
purchases of capital equipment (principally  computers and peripherals).  The
bank line was utilized 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            COMMON SHARES OUTSTANDING

In January 1997, Market Guide sold 343,363 shares of common stock in a private
placement to selected investors.

     Shares outstanding as of November 30, 1996        4,196,905
     Shares sold in private placement                  343,363
     Shares sold under employee stock purchase plan    11,569
     Shares sold and exercised in options              166,334

     Shares outstanding November 30, 1997              4,718,171



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  products and services for the corporate credit
manager and other applications delivered to corporate subscribers over the
Internet (www.creditriskmonitor.com).

Market Guide 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, in a cost effective manner.

The Market Guide Database covers over 10,000 companies  trading on the New York,
American,  Nasdaq  and  Over-the-Counter  Stock  Exchanges,   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 and  publications.  Each  company's  fundamental  information  is
updated at least four and often  more than  eight  times a year,  as soon as the
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:

o        Its ability to retain the unique reporting details of each company.  
         This gives users  important  insights  not available  in  competitive  
         databases,  and enables  them to make better informed investment
         decisions;
o        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;
o        Calculation of over 500 popular financial  ratios,  growth rates, and
         averages computed for the user's convenience;  o 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
o        Developing efficient,  timely,  cost-effective and easy to use delivery
         systems  such as our CD/ROM based  analytic  service - Market Guide for
         Windows,  our Internet site  (www.marketguide.com)  and the  CreditRisk
         Monitor Internet 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 site (www.marketguide.com),  Market  Guide for Windows  
(its  proprietary CD/ROM based analytic software) and a print  publication.  

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.

The  information  service  vendors that  currently  distribute  the Market Guide
Database  include:  Accutrade;  American  Association  of Individual  Investors;
Ameritrade Holding; Argus Research;  Aufhauser;  Automatic Data Processing;  AIQ
Systems,  Inc.; Bridge Information Systems Inc.;  Briefing.com; Business Wire; 
CDA  Technology;  Charles Schwab and Company;  Data  Broadcasting Corporation; 
Devonshire Technology; Dial/Data; Dow Jones PIR Corporate Profiles; Dow  Jones  
Telerate;   EuroAmerican   Group;   FactSet  Research;   First  Call 
Corporation;  Global Market  Information;  Go2Net;  Holt Value  Associates;  IBM
Infomarket; ILX Systems Inc.; Individual Investor Magazine;  Instinet Analytics;
Interactive  Data  Corporation;   Interactive  Workplace;  Internet  Securities;
Investools,  Inc.; Los Angeles Times; Money Club; MX Net; News Alert;  NewsWare;
Omega  Research;   OneSource  Information  Services,   Inc.;  Pacific  Brokerage
Services;  Papyrus  Technology Inc.; P.C. Quote, Inc.;  PointCast;  PR Newswire;
Prodigy Services Company;  Quote.com;  Quotes Plus; Quotron Systems,  Inc.; Real
Time Quotes,  Inc.; Reality Online;  Reuters Ltd.,  Securities Data Corporation;
Shark Information Services,  Inc.; Telemet America, Inc.; Telescan,  Inc.; Track
Data Corporation;  Track Online; Vickers Stock Research Corporation; Wall Street
on Demand; Westergaard Publishing; Windows on Wall Street and Yahoo!

Business Developments

Market  Guide has  developed  an analytic  software  package,  Market  Guide for
Windows,  introduced  in fiscal  year  1996,  that  allows  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 in weekly, monthly or quarterly update formats.

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's Internet site began operation in August 1996. 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  partnership  with  various  vendors.  Amongst  our
co-branded  sites are brokerage  firms such as Charles  Schwab & Co.,
Ameritrade  Holding,  and Pacific  Brokerage  Services;  and other sites such as
Yahoo!, PointCast, the Los Angeles Times and Individual Investor Magazine.

A version of the Market Guide for Windows  software  with a smaller  information
set is sold over the Internet to individual investors under the product name
StockQuest. StockQuest was also introduced in August 1996.

In September 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 credit industry.  After seven months of development  work,
the CreditRisk Monitor service was successfully introduced in April 1997.

In September  1997,  the Company  announced a multi-year  agreement with America
Online to provide financial and investment information to AOL. It is anticipated
this service will become operational in March 1998.

In September  1997,  the Company also  announced a  distribution  agreement with
Riemer Reporting  Services,  Inc. to distribute  CreditRisk Monitor products and
services.  Riemer  Reporting  Services is a leading  provider of national credit
network services to users of business credit information.

In December 1997, the Market Guide database became accessible through FactSet
Data Systems, a premier service for the professional investor.

Publications

A  quarterly  print  product  called 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.  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 due to mergers,  acquisitions,
bankruptcy, delisting or moving to the New York or American Stock Exchanges.

Companies  dropped from the book are replaced by companies which are selected by
using proprietary  Market Guide selection  criteria.  The companies selected for
inclusion  in the book  have,  as a group,  regularly  outperformed  the  Nasdaq
composite as a whole.

Database Enhancements

The  Company  continuously  expands,  enhances  and  improves  the Market  Guide
Database based on customer suggestions and employee feedback.

In the fall of 1994,  Market Guide  introduced a completely  new set of 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:

o Identify  which  industry  and  sectors are  outperforming  the market or have
fallen from favor;  o Compare  companies to a well defined peer group;  o Permit
investors to construct and analyze industry aggregate financial characteristics;
o Properly construct portfolios to ensure adequate  diversification;  and o 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 had 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  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 this project,  Market Guide now has annual  financial  statement  information
going  back to 1983 for  most  companies  on its  database.  As a result  of the
completion of this project,  Market Guide believes it is now able to compete for
other  business  where at least ten years of  historical  data is required.  The
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 contacts on over 900 plans. The Company will
continue to expand its DRIP database as more companies  implement such plans for
shareholder reinvestment of dividends.

In fiscal year 1997,  the Company  incorporated  Senior  Debt  Ratings  into its
database. The ratings offered on the Market Guide Database are provided by Fitch
Investors Service,  L.P., Moody's Investors Service and Standard & Poor's Rating
Group,  and include current ratings,  prior ratings and the accompanying  dates.
Using these ratings, Market Guide has calculated an average company and industry
rating.

In June 1997, the Company began creating new software and systems to enable it
to collect more information on more companies; do it better and faster; and to
create new products more quickly and inexpensively.  Using state-of-the-art
Microsoft SQL Server software, these new systems will give Market Guide
competitive database superiority and strategic advantages in product 
flexibility.

Internet

The Company has created a dynamic,  comprehensive  and extremely useful Internet
site.  The site  contains  both  advertising  supported subscription based
content.

Advertising  supported  content is free to the user and Market Guide  expects to
cover costs and  generate  profits  from the sale of  advertising.  As of August
1997, advertising supported content included:

    Price quotes (in partnership  with PC Quote);  News (in  partnership  with
    News Alert); Market Guide's Company Snapshot Reports;
    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; and
    Price charts.

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 Quick Facts Report;
      The Market Guide Company Profile Report;
      The Market Guide Ratio Comparison Report;
      The Market Guide Detailed Financials;
      The Market Guide ProVestor Report;
      The Earnings  Estimate  Report (in partnership  with First Call);  and The
      Market Guide StockQuest Screening and Reporting application.

The  Market  Guide  web  site  is  very  comprehensive  with  easy  navigational
capabilities.  It has been  designed to handle all the needs of most  investors.
However,  the Company  continues  to enhance the site with  additional  content,
capabilities  and  educational  aids.  Future  enhancements  will include online
trading capabilities and the sale of investment materials.

In addition to our own site, Market Guide's  information is available on over 20
other web sites.  Most of these web  partners  also offer their users added cost
services  from Market  Guide that are delivered 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 more than 375 U.S.  publicly  traded
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 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.

In November  1997,  the Market Guide Board of Directors  was  presented with a 
request to consider,  in principle,  a divisional management led purchase of the
CreditRisk  Monitor  division.  The directors agreed to consider and evaluate 
any proposal received.

Business Facilities

In October 1994, the Company relocated to new headquarters in Lake Success,  New
York.  Lake  Success is 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.





                                   Market Guide Inc.
              Management's Discussion and Analysis of Financial Condition
                                   and Results of Operations
                                    November 30, 1997

Results of Operations

For the three months ended November 30, 1997 compared to November 30, 1996

Total  revenues  for three  months  ended  November  30, 1997  increased  39% to
$1,743,295.  The growth in revenues reflects increases of 15% in database vendor
sales to  $1,229,699  and 190% in Market Guide  product  sales to $502,582.  The
revenue growth is attributable  to continued  sales to our  traditional  core of
vendors  that  sell  to  the  institutional,   retail  and  individual  investor
marketplaces, new revenue from the addition of more than twenty Internet related
vendors, growth in sales at our own web site (www.marketguide.com),  incremental
sales of Market Guide for Windows  products,  and the introduction of CreditRisk
Monitor's  Internet-based  service   (www.creditriskmonitor.com).  Print product
revenues,  consisting  mainly of the Market Guide - Select OTC Stock Edition, 
decreased 30% to $11,014.  Market Guide  continues to  concentrate  on  
marketing  electronic  products and services.

Total operating  expenses for three months ended November 30, 1997 increased 51%
to $1,708,200.  The largest component of this increase  continues to be salaries
and  operating  expenses  related  to  the  CreditRisk  Monitor  division.  Also
contributing  to the increase in operating  expenses were costs  associated with
increased staffing levels in all departments,  higher general and administrative
expenses, and increased sales and marketing activities.  For financial reporting
purposes,  CreditRisk Monitor sales are recognized over the full contract period
and expenses are recorded as  incurred.  The result is that  CreditRisk  Monitor
expenses substantially exceed recognized sales.

Net income from  operations  for three months ended  November 30, 1997 decreased
72% to $35,095.  The sharp decline in net income from operations is attributable
to the start-up of the CreditRisk Monitor division.

Interest  income for three  months  ended  November  30, 1997  decreased  45% to
 $4,373.  The  decrease  reflects  lower cash balances throughout the quarter.

Interest  expense for three  months  ended  November  30, 1997  decreased  5% to
$21,975. The slight decline in interest expense reflects a higher portion of the
monthly capital lease payments being applied to principal reductions.

Net income  for the three  months  ended  November  30,  1997  decreased  84% to
$17,493.  The decline in net income from the comparable  quarter one year ago is
primarily  attributable to expenses related to the CreditRisk  Monitor division.
The third  quarter  marked the return to  profitability  for Market  Guide after
three consecutive quarterly losses.

For the nine months ended November 30, 1997 compared to November 30, 1996

Total  revenues for the nine months ended  November  30, 1997  increased  39% to
$4,868,621.  The increase in revenues reflects a 19% increase in database vendor
sales to $3,682,997 and Market Guide product sales growth of 222% to $1,145,440.
The revenue growth  continues to reflect  increases in sales to our  traditional
core of vendors that sell to the institutional,  retail and individual  investor
marketplaces, new revenue from the addition of more than twenty Internet related
vendors,   growth  in  sales  from  our  own  web  site   (www.marketguide.com),
incremental sales of Market Guide for Windows products,  and the introduction of
CreditRisk  Monitor's  internet-based  service  in  April  1997.  Print  product
revenues,  consisting  mainly of the Market  Guide - Select  OTC Stock  Edition,
decreased 12% to $40,184.  The decline in print product  sales  reflects  Market
Guide's decision to concentrate on marketing electronic products and services.

Total  operating  expenses for the nine months ended November 30, 1997 increased
55% to  $4,928,556.  The largest  component  of this  increase  continues  to be
salaries and operating  expenses  related to the  CreditRisk  Monitor  division.
Costs  associated  with increased  staffing  levels in all  departments,  higher
general  and  administrative   expenses,   and  increased  sales  and  marketing
activities  also  contributed to the increased  level of expenses in the period.
For financial reporting purposes, CreditRisk Monitor sales are recognized over 
the entire subscription period and expenses are recorded as incurred. The result
is that CRM expenses exceed recognized sales. 

Loss from operations for the nine months ended November 30, 1997 totaled $59,935
compared to operating  income of $319,513 for the nine months ended November 30,
1996. As noted above,  the  operating  loss was  primarily  attributable  to the
recognition  of costs  associated  with  CreditRisk  Monitor,  while  associated
revenues will continue to build steadily over time.

Interest  income for the nine months ended November 30, 1997  decreased  26% to
$16,937.  The decrease  reflects  lower cash balances throughout the period.

Interest  expense for the nine months ended  November 30, 1997  increased 9% to
$61,227.  Higher  interest  expense  reflects additional capital lease
service requirements.

Net loss for the nine months ended November 30, 1997 totaled  $106,225  compared
to net income of $282,515 in the nine months ended  November 30, 1996.  The loss
reflects increased costs as noted above.

Liquidity and Capital Resources

As of November 30, 1997,  the Company's  working  capital  (current  assets less
current  liabilities)  decreased 59% to $597,463 when compared to the amounts at
February 28, 1997.  The  Company's  cash and cash  equivalents  decreased 44% to
$692,456 when compared to the balance at February 28, 1997.

For the nine months  ended  November 30,  1997,  net cash  provided by operating
activities  decreased  22% to $775,662  when  compared to the nine months  ended
November 30, 1996. The decrease  reflects a higher accounts  receivable  balance
related to CreditRisk Monitor sales and an operating loss.  Partially offsetting
this was a sharp increase in unearned revenues  reflecting advance payments from
certain customers, higher non-cash expenses (depreciation and amortization), and
the accrual of one payroll week.

For the  nine  months  ended  November  30,  1997,  net cash  used in  investing
activities  increased 46% to  $1,585,439  when compared to the nine months ended
November 30, 1996. The increase reflects the Company's  continued  investment in
product and database enhancements and in Market Guide's Internet site.

For the nine months ended November 30, 1997, net cash from financing  activities
decreased 8% to $271,340  when  compared to the nine months  ended  November 30,
1996.  This  result  reflects  increased  payments  to the Fleet Line of
Credit.  In the third  quarter,  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.

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







                                                  Other Information



Item 1      Legal Proceeding

The Company has 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  defendants'  theft and use of the Company's newly
designed  proprietary slogan "On-Line,  On-Time,  On-Target,"  developed for use
with its Internet credit reporting system.  The Company seeks injunctive relief,
an accounting, monetary and punitive damages.  Contemporaneously,  an action was
commenced in the Nassau  County  Supreme  Court by ICI against the Company,  and
primarily,  three  newly  engaged  employees.  ICI  claims  misappropriation  of
proprietary information and trade secrets by the newly engaged employees, unfair
competition,  breach of  fiduciary  duty and  tortious  interference. Management
does not  believe  the  pending actions will have a material effect on the
business activities of the Company.

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







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)

                                                          /s/ Homi M. Byramji
Date                                                      HOMI M. BYRAMJI
January 15, 1998                                          President and CEO


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