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, 1996 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 incorporation or organization) No.) 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 _______ 4,195,153 Common shares, $.001 par value were issued and outstanding on October 11, 1996. Table of Contents Financial Statements Balance Sheets as of August 31, 1996 (Unaudited) and February 29, 1996 3 Statement of Operations for the Three and Six Months Ended August 31, 1996 (Unaudited) and August 31, 1995 (Unaudited)5 Statement of Cash Flows for the Six Months Ended August 31, 1996 (Unaudited) and August 31, 1995 (Unaudited)6 Notes to Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations August 31, 1996 8 Other Information 17 Signature 18 Balance Sheets Market Guide Inc. August 31, February 29, 1996 1996 (Unaudited) ASSETS Current assets: Cash $ 1,081,977 $ 680,783 Accounts Receivable (Net of allowance for doubtful accounts) 447,170 761,180 Prepaid expenses and other current 313,079 305,414 assets Total current assets 1,842,226 1,747,377 Property, plant and equipment: Furniture and equipment 629,494 593,981 Equipment held under capital leases 687,693 543,655 1,317,187 1,137,636 Less: Accumulated depreciation and amortization (including amortization of $207,819 and $154,233 591,900 501,538 as of August 31, 1996 and February 29, 1996, respectively, on capital leases) Net property, plant and 725,287 636,098 equipment Other assets: Computer Software and Product Enhancements (Net of Accumulated Amortization) 1,194,989 1,066,006 Deposits and other assets 121,791 123,536 Total other assets 1,316,780 1,189,542 Total assets $ 3,884,293 $ 3,573,017 Balance Sheets - continued Market Guide Inc. August 31, February 29, Fiscal Quarter Ended 1996 1996 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt and capital leases including related $ 246,127 $ 208,359 party debt of $95,333 as of August 31, 1996 and $95,333 as of February 29, 1996. Unearned revenues 334,464 163,371 Accounts payable and other accrued expenses (including accrued interest 238,400 401,546 of $61,987 as of August 31, 1996 and $61,987 as of February 29, 1996) Total current liabilities 818,991 773,276 Non-current liabilities: Long-term debt and capital lease obligations, less current 420,659 351,511 maturities Total non-current liabilities 420,659 351,511 Commitments 0 0 Total liabilities 1,239,650 1,124,787 Stockholders' equity: Common stock - $.001 par value; 20,000,000 shares authorized, 4,195,153 and 4,188,245 shares issued and outstanding 4,195 4,188 as of August 31, 1996 and February 29, 1996, respectively. Capital in excess of par value 3,640,163 3,618,910 Accumulated deficit (999,715) (1,174,868) Total stockholders' equity 2,644,643 2,448,230 Total liabilities and $ 3,884,293 $ 3,573,017 stockholders' equity Statement of Operations For the Six Months For the Three Months Ended August August August August 31, 1996 31, 1995 31, 1996 31, 1995 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues: Database vendors $ 2,036,493 $ 1,700,907 $ 1,002,632 $ 878,042 Market Guide 182,134 127,192 101,630 76,487 products Print products 29,627 32,822 12,886 16,051 Total revenues 2,248,254 1,860,921 1,117,148 970,580 Expenses Salaries, payroll taxes 1,262,124 1,043,438 626,979 540,817 and employee benefits Database and product costs 340,893 267,709 197,614 135,426 General and admin. 391,680 303,454 218,704 160,871 Advertising and promotion 58,116 42,832 28,783 17,072 Total expenses 2,052,813 1,657,433 1,072,080 854,186 Income from operations 195,441 203,488 45,068 116,394 Interest income 14,884 12,096 8,308 5,632 Interest expenses 33,202 24,416 15,284 12,830 Income before taxes 177,123 191,168 38,092 109,196 Provision for taxes 1,970 12,562 650 7,644 Net income $ 175,153 $ 178,606 $ 37,442 $ 101,552 Earnings per share $ .04 $ .04 $ .01 $ .02 Weighted average number of shares outstanding 4,190,167 4,145,603 4,192,088 4,174,47 Fully diluted $ .04 $ .04 $ .01 $ .02 earnings per share Fully diluted weighted average number of shares 4,373,596 4,393,187 4,375,517 4,409,170 outstanding Statement of Cash Flows Market Guide Inc. August 31, August 31, For the Six Months Ended 1996 1995 (Unaudited) (Unaudited) Cash Flows From Operating Activities: Net Income $ 175,153 $ 178,606 Adjustments to reconcile net income to net cash provided from operating activities Depreciation and amortization 231,690 173,218 Changes in Assets and Liabilities: (Increase)/Decrease in accounts 314,010 (85,169) receivable (Increase)/Decrease in prepaid (7,665) (19,679) assets (Increase)/Decrease in deposits 1,745 (15,671) and other assets Increase/(Decrease) in accounts (163,146) 104,089 payable Increase/(Decrease) in unearned 171,093 (42,095) revenues Total adjustments 547,727 114,693 Net cash from operating activities $ 722,880 $ 293,299 Cash Flows From Investing Activities: $ (179,551) $ (219,418) Payment for purchase of fixed assets Development of Computer Software and (270,309) (206,708) Product Enhancements Net cash from investing activities $ (449,860) $ (426,126) Cash Flows From Financing Activities: Payments for notes payable, long- term debt and capital leases (81,925) (38,829) Proceeds from capital leases 188,839 179,532 Proceeds from issuance of employee 21,260 64,129 stock plan Proceeds from private placement of 0 12,772 common stock Net cash from financing activities 128,174 217,604 Net increase/(decrease) in cash 401,194 84,777 Cash at beginning of period 680,783 695,135 Cash at end of period $ 1,081,977 $ 779,912 Market Guide Inc. Notes to Financial Statements August 31, 1996 Note 1 INTERIM FINANCIAL STATEMENTS The accompanying financial statements of Market Guide Inc. have not been audited by independents accountants, except for the balance sheet as of February 29, 1996. 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 and six months ended August 31, 1996 are not necessarily indicative of the results that may be expected for the year ending February 28, 1997. Note 2 REVERSE STOCK SPLIT On August 31, 1995, the stockholders approved a one-for- four reverse stock split of the Company's $.001 par value common stock. The reverse stock split was implemented as of October 16, 1995. All references in the accompanying financial statements to per share amounts and number of shares have been restated to reflect the reverse stock split for all periods presented. Market Guide Inc. Management's Discussion and Analysis of Financial Condition and Results of Operations August 31, 1996 General This analysis of the Company's financial condition, capital resources and operating results should be viewed in conjunction with the accompanying financial statements. 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. The Company acquires, condenses and publishes accurate, timely, and objective financial and other information on publicly traded corporations, and markets this information to the financial and investment communities, as well as to independent investors, in a cost effective manner. The Market Guide Database covers over 7,500 companies trading on the New York, American, Nasdaq and Over-the-Counter Stock Exchanges. All reports created by Market Guide Inc. are derived from information filed by the subject company with the Securities and Exchange Commission contained in Annual and Quarterly Reports to stockholders, 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, and short interest statistics giving users a complete perspective on each company; Calculation of approximately 500 popular financial ratios, growth rates, and averages computed for the user's convenience; and Carefully planned, market tested display formats, including company to industry comparisons, that allow users to quickly and efficiently make carefully considered investment decisions. The targeted markets for Market Guide's data and related products include investment managers, investment research departments, financial planners, investment counselors, investment bankers, banks, stockbrokers and brokerage firms, traders, libraries, publications, corporations, law firms and individual investors. The Company sells its information through four channels: information vendors, the Internet, Market Guide for Windows (its proprietary analytic software) and a print publication. 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 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 currently distributing the Market Guide Database include: Accutrade; American Association of Individual Investors; Argus Research; Aufhauser; Automatic Data Processing; AIQ Systems, Inc.; Bridge Information Systems Inc.; CDA Technology; Charles Schwab and Company; Dow Jones Telerate; First Call Corporation; Global Market Information; Holt Value Associates; ILX Systems Inc.; Instinet Analytics; Interactive Data Corporation; InvesText; Omega Research, Inc.; OneSource Information Systems, Inc.; P.C. Quote, Inc.; Prodigy Services Company; Quotron Systems, Inc.; Real Time Quotes, Inc.; Securities Data Corporation; Shark Information Services, Inc.; Telemet America, Inc.; Telescan, Inc.; Track Data Corporation; Trans-Terra Company and Vickers Stock Research Corporation. Contractual Developments In July 1992, Market Guide entered into a database distribution agreement with OneSource Information Services Inc. OneSource distributes a "Reference" Product Line and an "Investment" Product Line using Market Guide data. OneSource Information Services, Inc. has multiple CD-ROM and Internet based product lines that have different software capabilities and serve different marketplaces. The Market Guide Database is the only database that we are aware of that is available on three OneSource product lines, CD/Corporate, CD/Notes and CD/Investment. During the 1993 and 1994 fiscal years AIQ Systems, Inc., Dial Data, Dow Jones Telerate, First Call Corporation, Instinet Analytics, and Interactive Data Corporation began distributing Market Guide information. On December 28, 1993, it was announced that Prodigy Services Company had reached an agreement with the Company to incorporate selected items from the Market Guide Database for use in Prodigy's Strategic Investor product. In January, 1995 Prodigy introduced completely revised and greatly enhanced Company Reports and a new "Stock Hunter" search capability that features eight predesigned screens utilizing recognized investment theories such as CANSLIM, One up on Wall Street, Graham and Dodd, Wallflowers and others. There is also a "Personal Search" feature which enables users to conduct a self- designed screen search of Market Guide data using six pre- selected criteria. All these Prodigy products are created from Market Guide information and earnings estimates from Zack's Investment Services. The Zacks information is first sent to Market Guide, integrated with our own information and sent to Prodigy as an integrated data feed. Company Reports, Stock Hunter and Personal Search may be accessed by any Prodigy subscriber for a modest per access fee, or are available to Strategic Investor users as part of their monthly subscription. In August, 1995 the Company announced an agreement with the American Association of Individual Investors (AAII) whereby AAII will incorporate Market Guide's information into their existing screening software known as Stock Investor. AAII is an educational not for profit corporation with approximately 110,000 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. 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 Market Guide for Windows In the fiscal year ended February 1996, the Company introduced Market Guide for Windows (MGW), an analytic software package. The powerful, sophisticated and easy to use software allows users to search the database, develop user defined reports and download information to popular spreadsheet packages. The software and content are continuously enhanced to reflect customer feedback, additional data items, and software revisions. In the second half of fiscal 1997, scheduled enhancements to MGW include: Eleven years and nine quarters of `as-reported' annual income statements, balance sheets, and cash flow statements; Bond ratings provided by Fitch Investors Services; Additional data items for screening purposes; and increased Industry and Index statistics. These new items will be available for screening, reporting, and downloading purposes. Sales of MGW continue to grow in both the portfolio management segment and the institutional marketplace. Chase Bank, one of the first users of MGW, continues to use our product in its global banking division. Internet In the second quarter of fiscal 1997, the Company officially opened its Internet site to the public. The Market Guide site contains: Several different proprietary research reports created by Market Guide. Some of our reports are available for free others can be purchased on a per report or subscription basis; StockQuest, an analytic software package containing over 75 popular ratios and statistics for screening and reporting purposes; Stock tables highlighting the Daily Winners and Losers based on percent change in price. The tables are divided by stocks trading between $2.00 and $10.00 and stock trading over $10.00; Market Guide University, an area designed to show users how to get the most benefit from using the Market Guide research reports in the investment decision making process. Our Internet site has also reduced our data distribution costs. Each month, more of our vendors are able to receive our data updates over the Internet, which in turn, is reducing our messenger and delivery fees we typically incurred in the past. The Credit Risk Monitor In September 1996, Market Guide hired a new group to develop and market a new Internet based financial information service directed at the corporate credit professional. The service will be designed to provide the corporate credit professional with a significant portion of the information necessary to analyze their credit risks. We are excited about this new venture and will issue more information as the business develops. 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. 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, as a group, have regularly outperformed the Nasdaq composite. Database Enhancements The Company continuously expands, enhances and improves the Market Guide Database based on 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 1993 the Company entered a redistribution agreement with Zack's Investment Research. Under the terms of this agreement, Market Guide may, after consulting with Zacks on a case-by-case basis, redistribute Zacks' Earnings Estimate information to selected vendors. In late 1993 the Company began to track short interest information published monthly by the exchanges. 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 has given our analysts access to source documents (10-Ks, 10-Qs, etc.) ten days to two weeks earlier than in previous years. This has resulted in record levels of timeliness measures for the Market Guide Database. 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 new industry and sector classifications will help investors: Identify which industry and sectors are outperforming the market or have fallen from favor; Compare companies to a well defined peer group; Permit investors to construct and analyze industry aggregate financial characteristics; Properly construct portfolios to ensure adequate diversification; and Make well reasoned asset allocation decisions. In the fall of 1995, the Company completed development of a historical pricing database to complement the financial information it has compiled. The pricing database contains both historical and current information for all issues trading on the New York and American stock exchanges, the Nasdaq stock market, and selected OTC Bulletin Board Companies. The Market Guide pricing database contains Open, High, Low, Close and Volume information on a daily basis beginning in 1986, 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 (the "Big Ten" project). With the culmination of the Big Ten project, Market Guide now has annual financial statements 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 are required. The information is currently being distributed within the OneSource US Equities product. 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, and is closer to New York City than our previous location. The new facility, at approximately 13,500 square feet, is three times larger than our former location and is equipped with state of the art network and digital telephone technology to support current and future needs in the evolving "information super highway" and "multi-media" environments. Its proximity to New York City has brought the Company closer to one of its largest markets and also opened up a much larger labor pool from which to draw the talent needed to support company growth. The Company is looking for additional space in the same building to support its continued growth. Reverse Stock Split In September, 1995 the Company announced shareholder approval of a one-for-four reverse stock split at its August 31, 1995 annual meeting. The reverse split became effective October 16, 1995, and will allow the Company to meet one of the major qualification criteria for inclusion on the Nasdaq "Small Cap" market. Corporate Incentives At the August 30, 1995 shareholders' meeting, shareholders approved an Employee Stock Purchase Plan, a Key Employee Incentive Plan and an Outside Directors' Incentive Plan. The Employee Stock Purchase Plan was put into effect on September 1, 1995. The incentive plans are currently being put into effect. Results of Operations For the three months ended August 31, 1996 compared to August 31, 1995 Total revenues for the three months ended August 31, 1996 increased 15% to $1,117,148. Database vendor revenues increased 14% to $1,002,632 which accounted for the majority of the increase. This quarter reflects a major reduction in revenues from InvesText, offset by the continued growth from an increase in the number of vendors providing the Market Guide database as well as increased sales penetration among several existing vendors. Market Guide product sales increased 33% to $101,630 reflecting new Market Guide for Windows sales and Internet sales of individual Market Guide research reports - -- http://www.marketguide.com. Print product revenues decreased 20% to $12,886 and are anticipated to continue to decline as a percentage of overall revenues due to management's concentration on distributing its electronic products. Total operating expenses for the three months ended August 31, 1996 increased 26% to $1,072,080. The growth in operating expenses resulted from higher salaries & benefits, database & product, and general & administrative expenses. Salaries and employee benefits increased 16% to $626,979 reflecting the hiring of additional sales personnel, programmers, analysts, and research assistants. Database and product costs increased 46% to $197,614 reflecting a sharp increase in amortization expense and higher data acquisition costs. General & administrative expenses rose 36% to $218,704 due to costs associated with recruiting and hiring additional personnel, opening a Chicago sales office, and responding to increased customer and shareholder inquiries. Income from operations for the three months ended August 31, 1996 decreased 61% to $45,068. The decline in operating income reflects the reduction in revenues received from InvesText. The renegotiated InvesText agreement became effective on June 1, 1996. Management expects that continued revenue growth will result in a resumption of net income and earnings growth in the coming quarters. Interest expense for the three months ended August 31, 1996 increased 19% to $15,284. This increase is attributable to additional financing through capitalized leases used to purchase office equipment and computer hardware. Net income for the three months ended August 31, 1996 decreased 63% to $37,442. The decrease principally reflects a reduction in revenues from the revised InvesText agreement, and increased operating expenses as discussed above. For the six months ended August 31, 1996 compared to August 31, 1995 Total revenues for the six months ended August 31, 1996 increased 21% to $2,248,254. Database vendor revenues increased 20% to $2,036,493 accounting for the majority of the increase. Despite a reduction in revenues from InvesText, the Company continues to benefit from an increase in the number of vendors providing the Market Guide database as well as increased sales penetration among several existing vendors. Market Guide product sales increased 43% to $182,134 reflecting new Market Guide for Windows sales and Internet sales of individual Market Guide research reports - -- http://www.marketguide.com. Print product revenues decreased 10% to $29,627 and will likely continue to decline as a percentage of overall revenues due to management's concentration on distributing its electronic products. Total operating expenses for the six months ended August 31, 1996 increased 24% to $2,052,813. The growth in operating expenses resulted from higher salaries & benefits, database & product, and general & administrative expenses. Salaries and employee benefits increased 21% to $1,262,124 reflecting the hiring of additional sales personnel, programmers, analysts, and research assistants. Database and product costs increased 27% to $340,893 reflecting a sharp increase in amortization expense and higher data acquisition costs. General & administrative expenses rose 29% to $391,680 due to costs associated with recruiting and hiring additional personnel, opening a Chicago sales office, and responding to customer and shareholder inquiries. Income from operations for the six months ended August 31, 1996 decreased 4% to $195,441. The decline in operating income reflects the reduction in revenues from the renegotiation of the InvesText agreement which became effective on June 1, 1996. Management expects that continued revenue growth will result in a resumption of net income and earnings growth in the coming quarters. Interest expense for the six months ended August 31, 1996 increased 36% to $33,202. This increase is attributable to additional financing through capitalized leases used to purchase office equipment and computer hardware. Net income for the six months ended August 31, 1996 decreased 2% to $175,153. The decrease reflects a reduction in revenues from the InvesText agreement, and increased operating expenses as discussed above. Liquidity and Capital Resources The Company's financial condition reflects another fiscal quarter of steady improvement. The improvement is due, in part, to controlling expenses, investing in product development, and generating higher revenues in all three markets -- The Individual, the Broker & Trader, and the Institutional Investor marketplaces. It also reflects the benefits of new business agreements and advanced payments associated with these new contracts. As of August 31, 1996 the Company's working capital (current assets less current liabilities) increased 5% to $1,023,235. The Company's cash and cash equivalents increased 59% to $1,081,977 from February 29, 1996. For the six months ended August 31, 1996, net cash provided by operating activities increased 146% to $722,880. The gain reflects higher depreciation and amortization expenses and an increase in unearned revenue, as well as a lower accounts receivable balance. For the six months ended August 31, 1996, net cash used in investing activities increased 6% to $449,860. The increase reflects the Company's continued investment in product enhancements and the continued development of three products: Market Guide for Windows, StockQuest, and the Company's Internet site that will result in added value to our users and strengthen our competitive position. For the six months ended August 31, 1996, net cash provided by financing activities decreased 41% to $128,174. The decrease reflects additional lease payments and a reduction in proceeds from the Employee Stock Purchase Plan. The Company did not engage in any borrowing other than capitalized leases and did not maintain any credit lines thus far in fiscal 1997. The Company believes its current liquidity is sufficient to meet its operating obligations during the next twelve months. However, management is planning to raise approximately $2,000,000 in a private placement by the end of the third fiscal quarter. Proceeds from the private placement will be used to fund expansion of the database and the development of new products and services. Forward Looking Statements: Statements in the August 31, 1996 10-Q which are not historical are forward-looking statements that involve risks and uncertainties. In addition to factors that may be described in other Securities and Exchange Commission filings, the following factors, among others, could cause the Company's financial performance to differ materially from that expressed in any forward-looking statements made by, or on behalf of, the Company: (a) the failure of a vendor to renew a contract; (b) the financial deterioration of an existing customer; (c) the loss of an existing contract to a competitive financial data provider; (d) downward pricing revisions due to market pressures; (e) the effectiveness of the Company's sales of Market Guide for Windows; (f) the ability of the Company to conduct business over the Internet; (g) a severe and prolonged downturn in the stock market; and (h) other normal business risks. 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 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) ___________________________ __________________________________ Date HOMI M. BYRAMJI