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, 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 _______ 4,713,659 Common shares, $.001 par value were issued and outstanding on September 23, 1997. Table of Contents Financial Statements Balance Sheets as of August 31, 1997 (Unaudited) and February 28, 1997 3 Statement of Operations for the Three Months and Six Months Ended August 31, 1997 (Unaudited) and August 31, 1996 (Unaudited) 5 Statement of Cash Flows for the Six Months Ended August 31, 1997 (Unaudited) and August 31, 1996 (Unaudited) 6 Notes to Financial Statements 7 Business 8 Management's Discussion and Analysis of Financial Condition and Results of Operations -- August 31, 1997 13 Other Information 16 Signature 17 MARKET GUIDE INC. Balance Sheets August 31, 1997 February 28, 1997 (Unaudited) ASSETS Current assets: Cash $711,800 $1,230,893 Accounts Receivable (net of allowance for doubtful 947,147 557,415 accounts) Prepaid expenses and other current assets 125,303 263,630 Total current assets 1,784,250 2,051,938 Property, plant and equipment: Furniture and equipment 1,311,679 936,097 Equipment held under capital leases 942,949 942,949 Leasehold improvements 74,626 72,509 2,329,254 1,951,555 Less: accumulated depreciation and amortization (including amortization of capital leases totaling $278,422 and $189,234 as of August 31, 1997 and February 28, 915,713 744,551 1997, respectively). Net property, plant and equipment 1,413,541 1,207,004 Other assets: Computer software and product enhancements (net of accumulated 2,385,961 1,891,621 amortization) Deposits and other assets 78,085 78,085 Total other assets 2,464,046 1,969,706 Total assets $5,661,837 $5,228,648 MARKET GUIDE INC. Balance Sheets - continued August 31, 1997 February 28, 1997 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt and capital leases $185,599 $176,012 Unearned revenues 641,832 248,679 Accounts payable and other accrued expenses 154,823 179,493 Total current liabilities 982,254 604,184 Non-current liabilities: Long-term debt and capital lease obligations, less current 729,257 564,262 maturities Total non-current liabilities 729,257 564,262 Commitments - - Total liabilities 1,711,511 1,168,446 Stockholders' equity: Common stock - $.001 par value, 20,000,000 shares authorized, 4,713,659 and 4,708,186 shares issued and outstanding as of August 31, 1997 and February 4,714 4,708 28, 1997, respectively Capital in excess of par value 4,985,867 4,972,032 Accumulated deficit (1,040,255) (916,538) Total stockholders' equity 3,950,326 4,060,202 Total liabilities and stockholders' equity $5,661,837 $5,228,648 MARKET GUIDE INC. Statement of Operations (Unaudited) Three months Three months Six months Six months August 31, August 31, August 31, August 31, 1997 1996 1997 1996 Revenues: Database vendors $1,281,896 $1,002,632 $2,453,298 $2,036,493 Market Guide products 383,996 101,630 642,858 182,134 Print product 13,421 12,886 29,170 29,627 Total revenues 1,679,313 1,117,148 3,125,326 2,248,254 Expenses: Salaries, payroll taxes & employee benefits 1,015,752 626,979 1,939,150 1,262,124 Database and product 219,854 197,614 414,280 340,893 costs General and 381,355 218,704 694,031 391,680 administrative Advertising and 95,430 28,783 172,895 58,116 promotion Total expenses 1,712,391 1,072,080 3,220,356 2,052,813 Income from operations (33,078) 45,068 (95,030) 195,441 Interest income 4,402 8,308 12,563 14,884 Interest expense 18,513 15,284 39,251 33,202 Income before income (47,189) 38,092 (121,718) 177,123 taxes Provision for income 2,000 650 2,000 1,970 taxes Net income $(49,189) $37,442 $(123,718) $175,153 Earnings per share: Primary $(0.01) $0.01 $(0.03) $0.04 Fully diluted $(0.01) $0.01 $(0.03) $0.04 Weighted average number of shares outstanding: Primary 4,709,801 4,192,088 4,709,002 4,190,167 Fully diluted 4,737,084 4,375,517 4,735,144 4,373,596 MARKET GUIDE INC. Statement of Cash Flows (Unaudited) Six months ended August 31, August 31, 1997 1996 Cash Flows From Operating Activities: Net income $(123,718) $175,153 Adjustments to reconcile net income to net cash provided from operating activities Depreciation 374,277 231,690 Changes in assets and liabilities: (Increase)/Decrease in accounts (389,732) 314,010 receivable (Increase)/Decrease in prepaid assets 138,327 (7,665) (Increase)/Decrease in deposits and other 0 1,745 assets Increase/(Decrease) in accounts payable (24,970) (163,146) Increase/(Decrease) in unearned revenues 393,153 171,093 Total adjustments 491,055 547,727 Net cash from operating activities 367,337 722,880 Cash Flows From Investing Activities: Payments for purchase of fixed assets (377,699) (179,551) Development of computer software and product enhancements (697,853) (270,309) Net cash from investing activities (1,075,552) (449,860) Cash Flows From Financing Activities: Payments for notes payable, long-term debt and capital leases (87,724) (81,925) Proceeds from capital leases 0 188,839 Proceeds from line of credit 263,005 0 Proceeds from issuance of employee stock 13,841 21,260 plan Proceeds from private placement of common 0 0 stock Net cash from financing activities 189,122 128,174 Net increase/(decrease) in cash (519,093) 401,194 Cash at beginning of period 1,230,893 680,783 Cash at end of period $711,800 $1,081,977 Market Guide Inc. Note to Financial Statements August 31, 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 six months ended August 31, 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 During the second quarter ended August 31, 1997, the Company borrowed $263,005 under its previously arranged line of credit with Fleet Bank. Proceeds were used to fund acquisitions of capital equipment (principally computers and peripherals). The bank line was used in lieu of alternative leasing arrangements used in the past. Note 3 DEPRECIATION AND AMORTIZATION Depreciation and amortization are provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives. Leased property under capital leases is amortized over the lives of the respective leases or over the service lives of the assets for those leases which substantially transfer ownership. The straight-line method of depreciation is followed for substantially all assets for both financial and tax reporting purposes. 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 corporate applications. 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, in a cost effective manner. The Market Guide Database covers over 9,500 companies trading on the New York, American, Nasdaq and Over-theCounter 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 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 and 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. 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, Market Guide for Windows (its proprietary analytic software) and a print publication. The CreditRisk Monitor division serves the need of corporate credit managers through an Internet-based service. 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, America Online, Ameritrade Holding, Argus Research, Aufhauser, Automatic Data Processing, AIQ Systems, Inc., Bridge Information Systems Inc., Briefing.com, Business Wire, CDA Technology, Ceres Securities, Charles Schwab and Company, Data Broadcasting Corporation, Devsonshire Technology, Dial/Data, Dow Jones PIR Corporate Profiles, Dow Jones Telerate, EDGAR Online, 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. Snapshot 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 has an Internet site that has been in operation since 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 cobranded sites and partnership with various vendors. Amongst our cobranded sites are discount 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 name StockQuest. StockQuest was 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 the third quarter of fiscal 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. 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 overthe-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 timeto-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: 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 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. 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 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. These added cost services are delivered mostly through cobranded 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. 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 August 31, 1997 Results of Operations For the three months ended August 31, 1997 compared to August 31, 1996 Total revenues for three months ended August 31, 1997 increased 50% to $1,679,313. The growth in revenues reflects increases of 28% in database vendor sales to $1,281,896 and 278% in Market Guide product sales to $383,996. The revenue growth is attributable to 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 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) in the first quarter of this fiscal year. Print product revenues, consisting mainly of the Market Guide - Select OTC Stock Edition, increased 4% to $13,421. Market Guide continues to concentrate on marketing electronic products and services. Total operating expenses for three months ended August 31, 1997 increased 60% to $1,712,391. The largest component of this increase is expenses related to the CreditRisk Monitor division. Cash outlays did not rise significantly from the previous quarter ended May 31, 1997, but expenses rose significantly due to expensing of CreditRisk Monitor's activities that had been capitalized until product introduction in April 1997. Costs associated with increased staffing levels in all departments, higher general and administrative expenses, and increased sales and marketing activities also contributed to the 60% expense increase. For financial reporting purposes, CreditRisk Monitor sales are recognized over a defined period of time and expenses are recorded as incurred. The result is that CreditRisk Monitor expenses continue to exceed recognizable sales. Management expects that CreditRisk Monitor will become profitable within one year of its introduction. Management also believes that CreditRisk Monitor will develop into a major source of earnings and cash flow in the years to come. Loss from operations for three months ended August 31, 1997 totaled $33,078 compared to operating income of $45,068 for the three months ended August 31, 1996. These losses are attributable to the start-up of the new CreditRisk Monitor division. Without the expenses of launching this new division and business line, Market Guide would have recorded record profits in the quarter just ended. Interest income for three months ended August 31, 1997 decreased 47% to $4,402. The decrease reflects lower cash balances throughout the quarter. Interest expense for three months ended August 31, 1997 increased 21% to $18,513.Higher interest expense reflects additional capital lease service requirements. Net loss for the three months ended August 31, 1997 totaled $49,189 compared to net income of $37,442 for the three months ended August 31, 1996. The loss reflects increased new product line costs as noted above. For the six months ended August 31, 1997 compared to August 31, 1996 Total revenues for six months ended August 31, 1997 increased 39% to $3,125,326. The increase in revenues reflects a 20% increase in database vendor sales to $2,453,298 and Market Guide product sales growth of 253% to $642,858. 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 internetbased service in April 1997. Print product revenues, consisting mainly of the Market Guide - Select OTC Stock Edition, decreased 2% to $29,170. The decline in print product sales reflects Market Guide's decision to concentrate on marketing electronic products and services. Total operating expenses for six months ended August 31, 1997 increased 57% to $3,220,356. The largest component of this increase is expenses related to the Company's new 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 six month interval. For financial reporting purposes, CreditRisk Monitor sales are recognized over a defined period of time and expenses are recorded as incurred. The result is that expenses continue to exceed recognizable sales. Management expects this trend to continue to a lessening degree throughout the remainder of this fiscal year. Loss from operations for six months ended August 31, 1997 totaled $95,030 compared to operating income of $195,441 for the six months ended August 31, 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 six months ended August 31, 1997 decreased 16% to $12,563. The decrease reflects lower cash balances throughout the period. Interest expense for six months ended August 31, 1997 increased 18% to $39,251. Higher interest expense reflects additional capital lease service requirements. Net loss for the six months ended August 31, 1997 totaled $123,718 compared to net income of $175,153 in the six months ended August 31, 1996. The loss reflects increased costs as noted above. Liquidity and Capital Resources As of August 31, 1997, the Company's working capital (current assets less current liabilities) decreased 45% to $801,996 when compared to the amount at February 28, 1997. The Company's cash and cash equivalents decreased 42% to $711,800 when compared to the balance at February 28, 1997. For the six months ended August 31, 1997, net cash provided by operating activities decreased 49% to $367,337 when compared to the six months ended August 31, 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. For the six months ended August 31, 1997, net cash used in investing activities increased 139% to $1,075,552 when compared to the six months ended August 31, 1996. The increase reflects the Company's continued investment in product and database enhancements and in Market Guide's Internet site. For the six months ended August 31, 1997, net cash from financing activities increased 48% to $189,122 when compared to the six months ended August 31, 1996. This result reflects $263,005 drawn from the line of credit for the purchase of computers and equipment. 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, OnTarget," 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. While ICIrequests injunctive relief as well as money damages, no request for any temporary relief has been sought. 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) October 13, 1997 /s/ Homi M. Byramji Date President and CEO