MARKET GUIDE INC
10-Q, 1998-10-13
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 August 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 _______



                               4,764,784  Common  shares,  $.001 par value  were
issued and outstanding on October 6, 1998.


<PAGE>



                                Table of Contents





Financial Statements

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

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

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

 Notes to Financial Statements                            7

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

Other Information                                        18

Signature                                                19




<PAGE>



<TABLE>

                                MARKET GUIDE INC.
                                 Balance Sheets
<CAPTION>

<S>                                                                             <C>                          <C>
                                                                         August 31,                 February 28,
                                                                               1998                         1998
                                                               ---------------------     ------------------------
                                                                        (Unaudited)
ASSETS
Current assets:
  Cash                                                     $              1,032,760     $                809,618
  Accounts receivable (net of allowance
  for doubtful accounts)                                                  1,395,553                    1,047,449
  Prepaid expenses and other current assets                                 296,795                      114,985
                                                               ---------------------           ------------------

    Total current assets                                                  2,725,108                    1,972,052

Property, plant and equipment:
  Furniture and equipment                                                 2,031,368                    1,623,206
  Equipment held under capital leases                                       942,950                      942,950
  Leasehold improvements                                                     91,605                       80,990
                                                               ---------------------           ------------------

                                                                          3,065,923                    2,647,146

Less:  Accumulated depreciation and amortization
(including amortization of capital leases totaling
$456,798 and $367,610 as of August 31, 1998 and
February 28, 1998, respectively)                                          1,353,159                    1,117,876
                                                               ---------------------           ------------------

  Net property, plant and equipment                                       1,712,764                    1,529,270

Other assets:
  Computer software and product enhancements
  (net of accumulated amortization)                                       2,831,688                    2,780,128
  Deposits and other assets                                                  78,084                       78,084
                                                               ---------------------           ------------------

    Total other assets                                                    2,909,772                    2,858,212
                                                               ---------------------           ------------------

      Total assets                                         $              7,347,644     $              6,359,534
                                                               =====================           ==================


</TABLE>

<PAGE>

<TABLE>

<CAPTION>
                                MARKET GUIDE INC.
                           Balance Sheets - continued


<S>                                                                      <C>                            <C>
                                                                       August 31,                   February 28,
                                                                             1998                           1998
                                                              --------------------     --------------------------
                                                                      (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
  Current maturities of long-term debt and capital
   leases                                                 $                364,090     $                274,031

  Unearned revenues                                                      1,439,174                      999,949
  Accounts payable and other accrued expenses                              324,862                      218,618
                                                              ---------------------           ------------------

    Total current liabilities                                            2,128,126                    1,492,598

Non-current liabilities:
  Long-term debt and capital lease obligations,
   less current maturities                                                 573,912                      761,981
                                                              ---------------------           ------------------

    Total non-current liabilities                                          573,912                      761,981

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

     Total liabilities                                                   2,702,038                    2,254,579

Stockholders' equity:
Common stock - $.001 par value;  20,000,000  shares  
authorized,  4,764,784  and 4,723,594 shares issued 
and outstanding as of August 31, 1998 and February 28, 
1998, respectively.                                                         4,764                        4,723
Capital in excess of par value                                          5,172,361                    5,010,134
Accumulated deficit                                                     (531,519)                    (909,902)
                                                              ---------------------          ------------------

            Total stockholders' equity                                   4,645,606                    4,104,955
                                                              ---------------------          ------------------

            Total liabilities and stockholders' equity    $              7,347,644     $              6,359,534
                                                              =====================          ==================
</TABLE>


<PAGE>

<TABLE>

<CAPTION>

                                MARKET GUIDE INC.
                             Statement of Operations
                                   (Unaudited)


<S>                                                 <C>                <C>                   <C>                  <C>
                                                  For the 3 Months Ended                       For the 6 Months Ended
                                         ------------------------------------------    ---------------------------------------
                                                    Aug. 31,              Aug. 31,             Aug. 31,              Aug. 31,
                                                        1998                  1997                 1998                  1997
                                               --------------     -----------------      ---------------     -----------------

Revenues:

  Database vendors                          $      1,439,110   $         1,281,896   $        2,849,042   $         2,453,298
  Market Guide products                              855,852               383,996            1,688,971               642,858
  Print product                                       11,368                13,421               22,262                29,170
                                               --------------     -----------------      ---------------       ---------------
    Total revenues                                 2,306,330             1,679,313            4,560,275             3,125,326

Expenses:
 Salaries, payroll taxes & employee                1,206,614             1,015,752            2,425,317             1,939,150
benefits
 Database and product costs                          221,532               108,371              360,192               210,767
 General and administrative                          390,749               293,561              732,834               522,870
 Depreciation                                        122,149                87,794              235,284               171,161
 Amortization                                        117,063               111,483              228,694               203,513
 Advertising and promotion                            62,829                95,430              150,330               172,895
                                               --------------     -----------------      ---------------       ---------------

    Total expenses                                 2,120,936             1,712,391            4,132,651             3,220,356
                                               --------------     -----------------      ---------------       ---------------

Income from operations                               185,394              (33,078)              427,624              (95,030)
Interest income                                        7,521                 4,402               12,385                12,563
Interest expense                                      24,504                18,513               49,710                39,251
                                               --------------     -----------------      ---------------       ---------------

Income before income taxes                           168,411              (47,189)              390,299             (121,718)
Provision for income taxes                             7,200                 2,000               11,919                 2,000
                                               --------------     -----------------      ---------------       ---------------

    Net income                              $        161,211   $          (49,189)   $          378,380   $         (123,718)
                                               ==============     =================      ===============       ===============



Earnings per share:
  Basic                                     $           0.03   $            (0.01)   $             0.08   $            (0.03)
  Diluted                                   $           0.03   $            (0.01)   $             0.08   $            (0.03)

Weighted average number of shares outstanding:
  Basic                                            4,758,276             4,709,801            4,746,710             4,709,002
  Diluted                                          4,950,581             4,737,084            4,964,184             4,735,144


</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                MARKET GUIDE INC.
                            Statements of Cash Flows
                                   (Unaudited)


<S>                                                               <C>                                 <C>

                                                                                For the 6 Months Ended
                                                               ---------------------------------------------------------
                                                                            Aug. 31,                           Aug. 31,
                                                                                1998                               1997
                                                               ----------------------               --------------------



Net income                                                $                  378,380          $               (123,718)
                                                               ----------------------               --------------------
Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
activities:
    Depreciation and amortization                                            463,978                            374,277


Changes in assets and liabilities:
(Increase)/Decrease in accounts receivable                                 (348,104)                          (389,732)
(Increase)/Decrease in prepaid assets                                      (181,810)                            138,327
Increase/(Decrease) in accounts payable                                      106,244                           (24,970)
Increase/(Decrease) in unearned revenues                                     439,225                            393,153
                                                               ----------------------               --------------------
  Total adjustments                                                          479,533                            491,055
                                                               ----------------------               --------------------

Net cash provided by operating activities                                    857,913                            367,337
                                                               ----------------------               --------------------

Cash Flows From Investing Activities:
Payments for purchase of fixed assets                                      (408,162)                          (377,699)
Payments for leasehold improvements                                         (10,615)                                -0-
Development of computer software and
 Product enhancements                                                      (280,254)                          (697,853)
                                                               ----------------------               --------------------

Net cash used by investing activities                                      (699,031)                        (1,075,552)
                                                               ----------------------               --------------------

Cash Flows From Financing Activities:
Payments  for  capital  leases and  equipment  line of                      (98,008)                           (87,724)
credit
Proceeds from issuance of employee's stock plan                               87,268                             13,841
Proceeds from stock options exercised                                         75,000                                -0-
Proceeds from line of credit                                                     -0-                            263,005
                                                               ----------------------               --------------------

Net cash provided by financing activities                                     64,260                            189,122
                                                               ----------------------               --------------------

Net increase/(decrease) in cash                                              223,142                          (519,093)
Cash at beginning of period                                                  809,618                          1,230,893
                                                               ----------------------               --------------------

Cash at end of period                                     $                1,032,760          $                 711,800
                                                               ======================               ====================



</TABLE>


<PAGE>


                                Market Guide Inc.
                          Notes to Financial Statements
                                 August 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 August 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 equipment line of
credit  for an  additional  year  with all the  original  terms  and  conditions
remaining in effect.  As of August 31, 1998, the Company's had borrowed $471,750
for the  purpose  of funding  acquisitions  of  capital  equipment  (principally
computers and peripherals). On August 31, 1998, the equipment line of credit was
converted into a three year term loan with interest and principal  payments made
monthly.

The Company still maintains a $400,000 line of credit with Fleet Bank to be used
for working capital purposes.  The line of credit expires on August 31, 1999. To
date, the Company has never borrowed against this line of credit.

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.


<PAGE>


Note 4            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>

                               6 months ended August 31, 1998                        6 months ended August 31, 1997
                               ------------------------------                        ------------------------------
                       CreditRisk       Market Guide      Consolidated      CreditRisk       Market Guide       Consolidated

<S>                            <C>                 <C>              <C>                <C>             <C>            <C>  
Revenues:
  Database vendor    $           -0-      $     2,849,042    $    2,849,042  $        -0-   $      2,453,298    $     2,453,298
  Market Guide products       421,628           1,267,343         1,688,971        57,953            584,905            642,858
  Print products                 -0-               22,262            22,262           -0-             29,170             29,170
                     
     Total revenues           421,628           4,138,647         4,560,275         57,953         3,067,373          3,125,326

Expenses:
  Salaries & benefits        556,653         1,868,664         2,425,317          276,100          1,663,050          1,939,150
  Database & product costs    69,829           290,363           360,192           23,471            187,296            210,767
  General & admin.            83,853           648,981           732,834           36,337            486,533            522,870
  Depreciation                25,563           209,721           235,284           14,141            157,020            171,161
  Amortization                39,239           189,455           228,694           32,699            170,814            203,513
  Advertising & promo.        75,452            74,878           150,330           91,133             81,762            172,895
                    
    Total expenses           850,589         3,282,062         4,132,651          473,881          2,746,475          3,220,356

Operating income (loss)  $  (428,961)   $      856,585    $      427,624   $    (415,928)   $        320,898  $        (95,030)


Accounts receivable      $   336,784    $    1,058,769     $   1,395,553   $      124,753   $        596,802   $        947,147
Prop., plant & equip., net   217,544         1,495,220         1,712,764          171,894          1,180,041          1,413,541
Capitalized assets, net      477,021         2,354,667         2,831,688          555,500          1,616,934          2,385,961
Unearned revenue             667,115           772,059         1,439,174          201,800            260,880            641,832


</TABLE>



<PAGE>


                                Market Guide Inc.
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                                 August 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;  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 Developing efficient,
         timely,  cost-effective  and easy to use software delivery systems such
         as    Market    Guide    for    Windows(TM),    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(TM) (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, in
May 1998 on Alta Vista, and in August 1998, on the Motley Fool.

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(TM)  (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(TM) 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:_Hlt432410698/_Hlt432410698/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(TM) 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.

On September  10, 1998,  Market Guide  announced  the  execution of a definitive
option  agreement to sell its  CreditRisk  Monitor  business to New  Generations
Foods, Inc. If the option is exercised, the purchase price of approximately $2.5
million  is  payable  as  follows:  An  initial  payment  of $1.5  million  less
adjustments by January 31 1999,  and the balance in equal monthly  installments,
beginning in July 2001 and ending in June 2003. Exercise of the option is at the
discretion  of New  Generation  Foods and is  dependent,  in large part,  on the
Company's  ability to raise financing of approximately  $2.5 million to fund the
initial payment and CRM's working capital  requirements.  There are no assurance
that New Generation Foods will conclude the transaction.


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; o Compare  companies to a well-defined  peer group; o Analyze
and review  industry and sector  financial  and  investment  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 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(TM) 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.


<PAGE>



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.

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.

On September  10, 1998,  Market Guide  announced  the  execution of a definitive
option  agreement to sell its  CreditRisk  Monitor  business to New  Generations
Foods, Inc.

If the option is exercised,  the purchase price of approximately $2.5 million is
payable as follows:  An initial  payment of $1.5  million  less  adjustments  by
January 31 1999,  and the balance in equal  monthly  installments,  beginning in
July 2001 and ending in June 2003.  Exercise of the option is at the  discretion
of New  Generation  Foods and is  dependent,  in large  part,  on the  Company's
ability to raise  financing  of  approximately  $2.5 million to fund the initial
payment and CRM's working capital requirements.  There are no assurance that New
Generation Foods will conclude the transaction.

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.



<PAGE>



Results of Operations

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

Total  revenues  for the three months  ended  August 31, 1998  increased  37% to
$2,306,330  from  $1,679,313  for the three months  ended  August 31, 1997.  The
growth in revenues  reflects a 12%  increase to  $1,439,110  in database  vendor
sales and a 123% rise to $855,852 in Market Guide product sales.

The  Company  continues  to  achieve  gains in all its main  business  segments.
Internet based revenues grew the fastest and continued to represent an expanding
percentage of Market Guide's total revenue.  This reflects the servicing of over
forty  Internet  redistribution  agreements  and  advertising  fees generated at
Market Guide's web site  (www.marketguide.com).  Internet revenues may have been
even  higher had Market  Guide not made its web site free to all users since May
1998.  This  promotion has proved  successful in increasing  web traffic and has
been extended through December 1998.

Market  Guide's core base 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.
The Credit Risk Monitor client roster  continues to increase  steadily,  however
operating expenses continue to exceed recognizable revenue.

Total operating expenses for three months ended August 31, 1998 increased 24% to
$2,120,936  from  $1,712,391  in the three months  ended  August 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
August 1998, CreditRisk Monitor resulted in an operating loss of $218,835.

Income from  operations for three months ended August 31, 1998 totaled  $185,394
compared to an  operating  loss of $33,078 in the three  months ended August 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 August 31, 1998 increased 71% to $7,521.
The increase reflects higher cash balances.

Interest  expense  for three  months  ended  August 31,  1998  increased  32% to
$24,504.  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 August 31, 1998 totaled $161,211  compared
to a net loss of $49,189 in the three months ended August 31, 1997.


For the six months ended August 31, 1998 compared to August 31, 1997

Total  revenues  for the six months  ended  August  31,  1998  increased  46% to
$4,560,275  from $3,125,326 for the six months ended August 31, 1997. The growth
in revenues reflects a 16% increase to $2,849,042 in database vendor sales and a
163% rise to $1,688,971 in Market Guide product sales.

The  Company  continues  to  achieve  gains in all its main  business  segments.
Internet based revenues grew the fastest and continued to represent an expanding
percentage of Market Guide's total revenue.  This reflects the servicing of over
forty  Internet  redistribution  agreements  and  advertising  fees generated at
Market Guide's web site  (www.marketguide.com).  Internet revenues may have been
even  higher had Market  Guide not made its web site free to all users since May
1998.  This  promotion has proved  successful in increasing  web traffic and has
been extended through December 1998.

Market  Guide's core base 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 first sixth months
of the current fiscal year.  The Credit Risk Monitor client roster  continues to
increase steadily,  however operating  expenses continue to exceed  recognizable
revenue.

Total  operating  expenses for six months ended August 31, 1998 increased 28% to
$4,132,651 from $3,220,356 in the six months ended August 31, 1997. The increase
in operating  expenses  reflects  Market  Guide's  continuing  investment in its
Internet effort and its CreditRisk  Monitor  division.  For the six months ended
August 1998, CreditRisk Monitor resulted in an operating loss of $428,961.

Income from operations for the six months ended August 31, 1998 totaled $427,624
compared  to an  operating  loss of $95,030 in the six months  ended  August 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 six months ended  August 31, 1998  decreased 1% to $12,385.
The decrease reflects a lower cash balance in the first quarter.

Interest  expense for six months ended August 31, 1998 increased 27% to $49,710.
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 six months ended August 31, 1998 totaled $378,380 compared to
a net loss of $123,718 in the six months ended August 31, 1997.

Liquidity and Capital Resources

As of August 31,  1998,  the  Company's  working  capital  (current  assets less
current liabilities)  increased 25% to $596,982 from $479,454 as of February 28,
1998. The Company's cash and cash  equivalents  increased 28% to $1,032,760 from
$809,618 as of February 28, 1998.

For the six months  ended  August  31,  1998,  net cash  provided  by  operating
activities  increased 134% to $857,913.  The increase  reflects  $378,380 in net
income  versus a loss of $123,718 in August,  1997 and higher  depreciation  and
amortization expenses.

For the six months ended August 31, 1998, net cash used in investing  activities
decreased 35% to $699,031. The decrease reflects the Company's
 reduction in capitalized projects due to the completion of several projects.

For the six months  ended August 31, 1998,  net cash from  financing  activities
decreased 66% to $64,260.  The decline  reflects no equipment  financing for the
six months ended August 1998.

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

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

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 1999. 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.



<PAGE>




                                Other Information



Item 1      Legal Proceeding                                              None

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)



                                                              /s/ HOMI M BYRAMJI




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<NAME>                        Market Guide Inc.
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