UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) - March 30, 1999 Market Guide Inc. -------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) New York 291525-NY 11-2646081 -------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2001 Marcus Avenue, Suite South 200 Lake Success, New York 11042-1011 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (516) 327-2400 Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS The audit committee of the Company's Board of Directors held a meeting on March 29, 1999 for the purpose of approving the engagement of Ernst & Young LLP as the Company's independent auditors for the fiscal year ended February 28, 1999. Ernst and Young LLP will replace the Company's previous independent auditors, Zerbo, McKiernan & Zambito LLC. The engagement of Ernst & Young LLP as successors for Zerbo, McKiernan & Zambito LLC is effective March 30, 1999. The prior auditors' reports on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and are neither qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's financial statements for each of the two fiscal years ended February 28, 1997 and February 28, 1998, and in the subsequent interim period, there were no disagreements with Zerbo, McKiernan & Zambito LLC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Zerbo, McKiernan & Zambito LLC would have caused Zerbo, McKiernan & Zambito LLC to make reference to the matter in their report. There have been no reportable events as defined in Regulation S-K, Item 304 (a)(1)(v). Item 7. EXHIBIT The Company has received the letter attached to this form 8-K as Exhibit 1 from Zerbo, McKiernan & Zambito LLC stating their agreement with the above statements. [Zerbo, McKiernan & Zambito, LLC - Letterhead] March 31, 1999 Securities and Exchange Commission Mail Stop 9-5 450 5th Street, N.W. Washington, DC 20549 Dear Sirs/Madams: We have read and agree with the comments in Item 4 of Form 8-K of Market Guide Inc. dated March 30, 1999. Yours truly, /s/ Zerbo, McKiernan & Zambito LLC SIGNATURES 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 hereunto duly authorized. MARKET GUIDE INC. (Registrant) Date: April 1, 1999 /s/ Homi M. Byramji, President & CEO