UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[ x ] Annual  Report  Pursuant  to  Section  13 or 15 (d) of the
      Securities  Exchange Act of 1934 [fee required] For the fiscal
      year ended February 28, 1999

                                       OR

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 [no fee required]For the transition period from
      __________ to ___________

                        Commission File Number: 291525-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)

                                 (516) 327-2400
              (Registrant's Telephone Number, including Area Code)

                                      None
          (Securities Registered Pursuant to Section 12(b) of the Act)

                         Common Shares - $.001 Par Value
          (Securities Registered Pursuant to Section 12(g) of the Act)


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 _______

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

As of May 17,  1999,  the  aggregate  market  value of the voting  stock held by
non-affiliates,   2,764,994  shares  of  Common  Stock,  $.001  par  value,  was
$51,843,638  based on the closing price of $18 3/4 for one share of Common Stock
on such date.

The number of shares  outstanding of the issuer's Common Stock, as  of
May  17, 1999  was 4,796,963.

<PAGE>


PART I

Item 1:  Business

Business

Market Guide is a leading online provider and publisher of value-added financial
data and other information on publicly traded  companies.  The Company maintains
one of the largest U.S.  public  company  databases  with over 11,000  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.  Company analysts  regularly  compile and process  information
filed with the SEC,  issued in press releases or carried in other media reports.
The analysts assess this raw data and update each company's  information as soon
as relevant information becomes available. This is at least four times and often
more than eight times per year.  The Company  has also  created  widely used and
well-regarded  proprietary  industry and sector groups and assigned companies to
these industries and sectors.  The Company then adds value by computing  ratios,
peer group comparisons,  growth rates and other statistics,  which are presented
as field  information  in various  time  tested  report  formats  that  follow a
recommended  analytic process and are supported by extensive  education content.
The Company also has a historical  daily pricing database going back to 1983 and
is nearing  introduction  of an exciting new product with business  description,
officer  and  director   information  and  business  and  geographical   segment
information.

The Company acquires, integrates,  condenses and publishes accurate, timely, and
objective  financial,  descriptive  and other  information  on  publicly  traded
corporations.  The  Company  markets  this  information  along with  proprietary
software to the professional and individual investment communities,  through the
Internet  (www.marketguide.com)  and  other  distribution  channels  in  a  cost
effective manner.

Market  Guide  receives  in excess of 95% of its  revenue  from the sale of this
information and attendant  software  through  Internet and on-line  distribution
channels.  The  balance of revenue is derived  from sales of CD/Rom and  printed
products.

Market Guide adds value,  distinguishes itself from competition,  and serves its
clients through its:

Flexible  database  design which presents  financial  statements in the
same  detail as issued by each  company.  This  gives  users  important
insights not available in competitive databases,  thereby enabling them
to make better informed investment decisions;

Mapping  the  financials  into  standardized   formats  to  allow  consistent
calculations and cross company comparisons; o Inclusion of auxiliary information
such as earnings  estimates,  price  performance,  relative  price  performance,
(summary) insider and institutional ownership statistics, bond ratings,
corporate profile  information  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 and sector comparisons,  that allow users
to quickly and efficiently make carefully considered investment  decisions; and

Development  of  efficient,  timely,  cost-effective  and  easy  to use software
delivery systems such as Market Guide for Windows(TM) and the Company's Internet
site (www.marketguide.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, individual
investors,  discount  brokerage  firms,  financial  websites and other  Internet
sites.  The Company sells its information  through three channels:  the database
vendors  (through  Internet,  online  information  vendors),  Market  Guide  for
Windows(TM) (its proprietary analytic software) and print publications.

Internet

The Company has created a dynamic,  comprehensive  and extremely useful Internet
site. The site contains advertising  supported content and will soon be expanded
to include subscription based services. Advertising supported content is free to
the user and  Market  Guide  expects  to cover its costs  and  generate  profits
through  the sale of  advertising  and in the  future,  receipt of  subscription
revenues.

As of February 28, 1999, advertising supported content included:


Real time price quotes;

Market Guide's Company Snapshot Report;

Market Guide's Performance Report;

Market Guide's Financial Highlights Report;

The Market Guide Ratio Comparison Report;

The Market Guide Select Financial Statements Report;

Market  Guide's  What's  Hot/What's  Not service that  identifies the price
performance  leaders and  laggards  by sector,  industry  and company  over
various time periods;

NetScreen (an online stock screen  application);  and o Market  commentary (in
partnership with Briefing.com); o News (in partnership with News Alert);

Price charts (in partnership with Neural Applications Corp.).

In addition to providing direct access to users of  www.marketguide.com,  Market
Guide also hosts private  label and  co-branded  sites for various  customers of
vendors including Charles Schwab, Ameritrade, Yahoo! and America Online. Private
label  sites  generally  have the look and  feel of the  vendor's  site,  do not
contain  advertising  and are  restricted  to  registered  users of the  vendor.
Co-branded  sites are often  advertising  supported and will have a subscription
component when Market Guide introduces subscription-based services.

Significant Customers

In Fiscal 1999, Reuters America, Inc., OneSource Information Services, Inc. and
Bridge Information Systems, Inc. accounted for 14.9%, 14.2% and 13.4% of total
revenues, respectively.

Vendors

Market Guide works in partnership  with financial  information  service vendors,
discount  brokerage  firms and  financial  and  other  websites.  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  and timely  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.

Market Guide  currently  has  relationships  with over 100  information  service
vendors that  currently  distribute the Market Guide  Database  and/or  Internet
products including:  Accutrade;  AltaVista; America Online; American Association
of Individual Investors;  Ameritrade;  Argus Research;  ADP; AIQ Systems,  Inc.;
Bridge  Information  Systems  Inc.;  Business  Wire,  Inc.;  Charles  Schwab and
Company; Charter Media; CNNfn; Data Broadcasting Corporation; Data Downlink; Dow
Jones Markets; FactSet Research Systems, Inc.; The Financial Post Company; First
Call  Corporation;  Go2Net,  Inc.; Holt Value  Associates;  Horsesmouth LLC; ILX
Systems Inc.;  Individual  Investor Group;  InfoSpace Inc.;  Instinet Analytics;
Interactive Data Corporation; The Investext Group; Investools Inc.; Motley Fool;
National Discount  Brokers;  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;  Siebel Systems,  Inc.; Telemet America, Inc.;
Telescan, Inc.;  TheStreet.com;  Track Data Corporation;  Vickers Stock Research
Corporation;  Wall Street  Research  Net, LLC;  Wall Street  Source;  Waterhouse
Securities, Inc.; Windows on Wall Street; and Yahoo!.

Market Guide for Windows(TM)  and StockQuest(TM)

Market Guide for  Windows(TM)  ("MGW") is a CD/Rom based  analytic and reference
product targeted principally at institutional  investors and high end individual
investors.  Market Guide for Windows  contains  comprehensive  reports of Market
Guide information as well as earnings estimates from First Call Corporation.  It
has powerful yet easy to use screening,  reporting and  spreadsheet  downloading
capabilities.  MGW is available through weekly,  biweekly,  monthly or quarterly
subscription arrangements.

The same MGW software with a subset of  approximately  60 screening items and no
reports is called  StockQuest(TM)  and is marketed to individual  investors from
our website.  Users download the StockQuest  program and weekly updates from our
website and run the application locally.

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 enabling  subscribers to
continue  following  companies  in which they have an  interest.  However,  from
time-to-time  companies  covered in this publication do change.  The most common
reasons for deletion of coverage are:

The company has been acquired in a merger, leveraged buyout or a similar
transaction;

The  company  has not  filed  financial  statements  with the  Securities  and
Exchange  Commission  for two or more consecutive 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.

Discontinued Operations -- CreditRisk Monitor

On January 15, 1999,  Market Guide concluded an agreement to sell its CreditRisk
Monitor division to New Generations Foods, Inc. (OTCBB symbol: NGNF). Subsequent
to consummation  of the  transaction,  New Generation  Foods changed its name to
CreditRisk  Monitor.com  Inc. (new OTCBB symbol:  CRMZ).  The purchase  price of
approximately  $2.3 million was payable to Market  Guide as follows:  An initial
payment,  after adjustments,  totaling $1.2 million paid on January 15, 1999 and
the balance  consisting  of two notes  totaling $1.1 million to be paid in equal
monthly installments, beginning in July 2001 and ending in June 2003.

Competition

The investment and financial  information  industry is highly  competitive  with
many different firms serving the industry's needs.  There are numerous print and
electronic publishers of information for the investment community,  most of whom
have been in business  longer,  are better known and whose  financial  resources
exceed those of the Company.  Among the better known competitors are: Standard &
Poor's (McGraw Hill), Moody's,  Value Line, Media General Financial Services and
Disclosure (Primark).

The Company believes that it is distinguished from much of its competition as it
compiles,  maintains, and publishes one of the largest and most timely databases
of  investment  quality  information.  Market  Guide also  competes by providing
database  structure and content that help users make better  informed  decisions
and through the  effective  use of  technology  that enables the Company to be a
price leader.

One of the  most  significant  distinctions  is that  Market  Guide  stores  and
displays company financials in the same "company specific line item description"
format used by the subject  company in its SEC filings.  "Company  specific line
item  description"  means  that the line  item  terminology  assigned  to Income
Statement,  Balance  Sheet and Statement of Cash Flow values is the same as that
used by the company in its official  reports.  For example,  "Aircraft Fuel" and
"Landing Fees" may be shown for an airline  company;  "Newsprint"  and "Postage"
for a newspaper  publisher.  This allows users to project the impact of external
events  such  as  changes  in  the  price  of  oil,  paper  or  postage  on  the
profitability of a company.  Competitive databases might consolidate these items
under general headings such as "Costs of Goods Sold."

Principal  methods of competition  between  companies  engaged in the historical
financial information business include but are not limited to: accuracy of data;
timeliness  of  database  updating;  size of the  universe  presented;  depth of
coverage of each company in the universe;  number of years of coverage;  methods
of  delivery  to  the  end  user;   the   inclusion   of  analysis  or  opinion;
customer/vendor support; and price.

Personnel

As of February 28, 1999, the Company had a staff of 97 full-time  employees, an
increase from 73 (non  CreditRisk  Monitor)  full-time employees at the same
time one year ago.

Euro Compliance

Market  Guide has worked  with its  vendor  partners  to create a  comprehensive
strategy  for  dealing  with the new Euro  currency  which  went into  effect on
January  1,  1999.  Market  Guide  has  revised  its  systems  to be fully  Euro
compliant.

Item 2:  Properties

The Company currently leases a total of approximately 19,000 square feet at 2001
Marcus Avenue, Lake Success, New York 11042-1011.

Item 3:           Legal Proceedings

The Company is involved in various routine legal  proceedings  incidental to the
conduct of its  business.  Management  does not believe  that any of these legal
proceeds  will  have a  material  adverse  effect  on the  financial  condition,
operations or cash flows of the Company.


Item 4:           Submission of Matters to a Vote of Security Holders

None.

Item 5:  Market for Registrant's Common Equity and Related Stockholder Matters

Effective  March 5, 1997, the Company's  stock  commenced  trading on the Nasdaq
SmallCap  Market  under the symbol  MARG.  The table below sets  forth,  for the
fiscal periods shown,  the high and low closing prices for the Common Stock.  On
February 26, 1999,  the last reported sale price of the Common Stock as reported
on the Nasdaq SmallCap Market was 10 3/4 per share.


         Fiscal 1999                                 High              Low

         First Quarter                               29 1/2            2 1/2
         Second Quarter                              10 3/4            4
         Third Quarter                               14 7/16           3 1/2
         Fourth Quarter                              21                8 1/8


         Fiscal 1998                                 High              Low

         First Quarter                               4 3/8             2 1/4
         Second Quarter                              3 3/4             2 3/8
         Third Quarter                               3 1/2             1 3/4
         Fourth Quarter                              3 1/8             2 1/4


On May 17, 1999,  there were 212  holders  of record of the Common  Stock of the
Company.  The Company estimates the number of beneficial owners of the Company's
Common Stock on May 17, 1999 to be approximately 3,800.

The Company has never paid a cash  dividend  on its Common  Stock.  The Board of
Directors  currently  intends to retain all earnings to finance the expansion of
the  Company's  business and does not  anticipate  paying cash  dividends in the
foreseeable future.

Item 6:           Selected Financial Data

The following is selected financial data only, and is qualified by the Financial
Statements,  in their entirety, which are set forth elsewhere in this Form 10-K.
(Note:  Amounts  for years  prior to  February  28,  1999 have been  restated to
reflect, (i) the CRM division as a discontinued operation,  and (ii) a change in
accounting  for certain  operating  leases,  see Notes C and J to the  financial
statements).



<PAGE>

<TABLE>


                                              SUMMARY OPERATING DATA

<CAPTION>

Fiscal Year Ended                 February 28,         February 28,          February 28,          February 29,         February 28,
                                      1999                 1998                  1997                  1996                 1995
                               ---------------      ----------------      ----------------      ---------------      ---------------
<S>                                      <C>                   <C>                     <C>                  <C>                  <C>
Total revenues              $       8,839,521    $        6,602,733    $        4,776,418    $       3,999,759    $       2,687,950
Income from continuing
 operations

                                    1,723,946             1,032,978               292,743              352,368              203,990
Income per share from
  continuing operations - diluted        0.35                  0.22                  0.07                 0.08                 0.05
Shares used in the calculation of
  income per share                  4,914,647             4,755,905             4,408,378            4,401,135            4,256,999

</TABLE>

<TABLE>

                                                     SUMMARY BALANCE SHEET DATA
<CAPTION>


                                 February 28,         February 28,          February 28,          February 29,         February 28,
                                     1999                 1998                  1997                  1996                 1995
                               ---------------      ----------------      ----------------      ---------------      ---------------

<S>                                <C>                  <C>                   <C>                   <C>                  <C>
Working capital              $       2,221,755    $          860,931    $        1,447,754    $         974,102    $         766,951
Total assets                         8,012,939             6,072,493             5,228,647            3,471,704            2,603,097
Long term debt and
  obligations under
  capital leases, excluding
    Current maturities                 403,107               761,981               564,262              291,202              182,737
Stockholders' equity                 5,889,958             3,831,701             3,847,627            2,158,975            1,709,023


</TABLE>


<PAGE>


PART II

Item 7:  Management's Discussion and Analysis of Financial Condition and Results
of Operations


The  following  discussion  and analysis of the fiscal years ended  February 28,
1999,  February  28, 1998,  and February 29, 1997 should be read in  conjunction
with the Financial Statements and Notes thereto.

Results of Operations

For the fiscal year ended  February  28, 1999  compared to restated  fiscal year
ended February 28, 1998

Total  revenues  for the fiscal year ended  February 28, 1999  increased  34% to
$8,839,521.  The growth in revenues reflects increases of 26% in database vendor
sales to $6,886,761  and 73% in Market Guide product  sales to  $1,906,201.  The
growth in revenue  reflects  the  addition  of 35 new vendors in the 1999 fiscal
year (95 vs. 60) primarily  related to Internet  redistribution  and  co-branded
relationships,  growth in sales from several of the Company's  institutional and
brokerage  vendors,  a 40% increase in Market Guide for Windows sales reflecting
greater market penetration, and an increase of more than 116% in direct Internet
revenue.  Internet revenue  benefited from a full year of advertising  revenues.
Advertising  revenue increased  thirty-five fold and strong page view growth was
achieved at the  Company's  Internet site -  www.marketguide.com.  Print product
revenues,  consisting  mainly of the Market  Guide - Select  OTC Stock  Edition,
decreased 9% to $46,559 as this product segment has been de-emphasized.

Costs of revenue increased 33% to $3,061,807 reflecting additional costs related
to covering an increased  number of  companies  in the Market Guide  Database as
well as increased royalty payments to third party content providers.

Selling, general and administrative expenses increased by a more moderate 16% to
$2,723,357.  This increase was  attributable  to additional  sales personnel and
recruitment costs, increased facilities expenses,  additional costs related to a
four-fold increase in the number of current shareholders,  and higher accounting
and professional fees.

Depreciation and amortization  expense increased 22% to $845,719  reflecting the
acquisition of additional computer hardware, software and ancillary equipment to
support the  Company's  expanding  Internet  infrastructure  and the purchase of
additional computer equipment to support a larger employee base.

Advertising  and  promotion  costs  decreased  6%  to  $151,005  reflecting  the
Company's  ability  to  transact  more  business  via  email as  opposed  to the
historical sales process of frequent visits to existing and potential customers.

Interest  income  rose 52% to  32,161  reflecting  a more than  doubling  of the
Company's year end cash and marketable securities position.  The majority of the
cash and marketable  securities  increase was  attributable  to the January 1999
sale of the CreditRisk Monitor division to New Generation Foods, Inc.

Interest  expense  increased a moderate 5% to $90,002  reflecting a reduction in
capital lease obligations outstanding offset by the conversion of the Fleet Bank
line of credit to a three-year term loan effective September 1, 1998.

For the reasons  described above,  income before income taxes and discontinued
operations  increased 92% to $1,999,792 from $1,040,252 in fiscal 1998.

Income tax expense  increased  from $7,274 to $275,846 in the fiscal year ended
February 28, 1999.  Effective in the fourth quarter of fiscal 1999,  the Company
had fully  utilized  all its net  operating loss  carryforwards.  The Company's
effective tax rate rose to 41% in the fourth quarter and 14% for the fiscal year
ended February 28, 1999.

For the reasons described above, income from continuing  operations expanded 67%
to $1,723,946 from $1,032,978 in fiscal 1998.

Loss from discontinued operations reflected the sale of the Company's CreditRisk
Monitor  (CRM)  division  in January  1999.  Losses  incurred  in this  division
declined 60% to $439,849  reflecting a growing  number of customers  for the CRM
service  and a cost  containment  program  instituted  in the middle of the 1999
fiscal year.  Additionally,  the Company  recognized a gain of $225,572,  net of
$162,876 in income taxes,  related to receipt of $1,233,187 upon consummation of
the sale of CRM to New Generation Foods, Inc.

Net income  totaled  $1,509,669  for the fiscal year ended  February  28, 1999
versus a restated net loss of $54,043 in the fiscal year ended February 28,
1998.

Restated  results  for the fiscal  year ended  February  28,  1998  compared  to
restated fiscal year ended February 28, 1997

Total  revenues for the fiscal year ended  February 28, 1998  increased 38% to a
restated  $6,602,733  from a restated  $4,776,418 in fiscal year 1997.  Revenues
have been  restated to exclude sales from  discontinued  operations  (CRM).  The
increase  in  revenues  reflects a 30%  increase  in  database  vendor  sales to
$5,452,484 and Market Guide product sales growth of 117% to $1,099,257.  Revenue
growth was  attributable to continued  sales to our traditional  core of vendors
that sell to the institutional,  retail, and individual  investor  marketplaces,
new revenue  from the  addition of more than thirty  Internet  related  vendors,
growth in  subscription  sales at the Company's web site  (www.marketguide.com),
and  incremental  sales of Market Guide for  Windows.  Print  product  revenues,
consisting mainly of the Market Guide - Select OTC Stock Edition,  decreased 18%
to $50,992 from $61,853 in fiscal year 1997.  The decline in print product sales
reflects  lower  sales to public  libraries  due to Market  Guide's  decision to
concentrate on marketing electronic products and services.

Total  operating  expenses for the fiscal year ended February 28, 1998 increased
24% to a restated  $5,497,777  from a restated  $4,441,562  in fiscal year 1997.
Higher operating expenses principally  reflected costs associated with increased
staffing levels,  higher  depreciation and amortization  charges,  and increased
sales and marketing activities.

Income from  operations  for the fiscal year ended  February 28, 1998  increased
230% to a restated  $1,104,956  from a restated  $334,856  in fiscal  year 1997.
Results  benefited  from strong  vendor  revenues  and a reduction  in operating
expenses as a percentage of sales.

Interest  income for the fiscal year ended  February 28, 1998  decreased  32% to
$21,173 from $31,128 in fiscal 1997.  The decrease  reflects lower cash balances
throughout  the fiscal year  primarily  related to funding  continued  operating
losses at the Company's CreditRisk Monitor division.

Interest  expense for the fiscal year ended  February 28, 1998  increased 14% to
$85,877  from $75,592 in fiscal year 1997.  Higher  interest  expenses  included
additional capital lease service requirements to fund equipment  acquisitions in
fiscal year 1998.

Income tax provision for the fiscal year ended  February 28, 1998 totaled $7,274
compared with income tax benefit of $2,351 in fiscal year 1997.

Income from  continuing  operations for the fiscal year ended  February 28, 1998
increased 253% to $1,032,978  from $292,743 in fiscal year 1997.

Loss from  discontinued  operations  increased  from $114,971 to  $1,087,021
reflecting  inclusion of a full year of operating  losses attributable to the
CreditRisk Monitor division.

A restated net loss for the fiscal year ended  February 28, 1998 totaled $54,043
versus a restated net income of $177,772 in fiscal year 1997.

Liquidity and Capital Resources

As of February 28, 1999,  the Company's  working  capital  (current  assets less
current  liabilities)  increased 158% to $2,221,755 when compared to the amounts
at February 28, 1998.  The increase of  $1,360,824 in working  capital  resulted
principally from the disposition of the Company's  CreditRisk  Monitor division,
and an  increase  in cash and cash  equivalents  and  accounts  receivable.  The
Company's cash and cash  equivalents  increased 127% to $1,838,408 when compared
to the balance at February 28, 1998.

For the fiscal year ended  February  28,  1999,  net cash  provided by operating
activities from continuing  operations increased 12% to $2,266,189 when compared
to  February  28,  1998.  This  increase  reflects  an  increase  in income from
continuing   operations  and  higher   non-cash   expenses   (depreciation   and
amortization),  partially  offset by an  increase  in  accounts  receivable  and
deferred tax assets.

For the  fiscal  year  ended  February  28,  1999,  net cash  used in  investing
activities  decreased  38% to  $963,170  when  compared to the fiscal year ended
February  28,  1998.  The  decrease  reflects  proceeds  from  the  sale  of the
CreditRisk Monitor division.

For the  fiscal  year  ended  February  28,  1999,  net cash  used in  financing
activities  decreased  91% to $12,906  when  compared  to the fiscal  year ended
February 28, 1998. The decline reflects an increase in proceeds from exercise of
stock options.

Net cash used in discontinued operations decreased 65% to $261,323 when compared
to the fiscal year ended  February 28, 1999.  The decline in loss reflects lower
losses from discontinued operations.

The Company  believes its current  working  capital,  cash to be generated  from
operating   activities  and  accounts   receivable  under  its  existing  credit
facilities  will be  sufficient to meet its  obligations  during the next twelve
months.

Year 2000 Compliance

Market Guide has completed its initial  inventory and assessment of its internal
systems, proprietary software, and products.  Preliminary indications are Market
Guide is ready  for the  change  occurring  January  1,  2000.  The  Company  is
regularly  revisiting  the  inventory  of its  systems as they  change,  and all
systems are being thoroughly tested before being put into production.

Impact of the Year 2000 Issue

The Year 2000 Issue is the result of computer  programs  being written using two
digits rather than four to define the particular  year.  Computer  programs that
have  date-sensitive  software  may  recognize  a date use "00" as the year 1900
rather   than  the  year  2000.   This  could   result  in  system   failure  or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, a temporary inability to process transactions,  send invoices, or engage
in similar normal business activities.

Currently, the Company is in the process of comprehensive, systematic testing of
all  aspects  of its  business.  The  Company is  communicating  with all of its
significant suppliers and customers to determine the extent to which the Company
is vulnerable to those third parties'  failure to remediate  their own Year 2000
Issues.  The  Company's  current  assessment  is  based on  presently  available
information.  However  there  can be no  guarantee  that  the  systems  of other
companies  on which the  Company's  system  relies will be converted on a timely
basis,  or that  failure  to  convert by another  company,  or a  conversion  is
incompatible  with the  Company's  systems,  would not have a  material  adverse
effect on the Company.

As of May 1999, the following  states of readiness are believed to exist for the
following subject areas:

Products
Market  Guide's  products  will  not be  changed  as a result  of the Year  2000
Readiness  Program.  Formats for all date  elements in each of our products will
not change.  Most of the Company's current files already include only four-digit
years.  Any two-digit  years will continue to be represented by two digits.  All
calculations  involving  dates as well as the  production and  dissemination  of
these files is being rigorously tested.

Production Processes and Application Software
Market Guide has implemented a Year 2000 test lab facility which is dedicated to
testing systems for Year 2000 compliance and which is designed to replicate,  as
closely as possible,  the  Company's  daily  production  environment.  This test
environment is being used to evaluate whether the in-house systems are Y2K ready
as well as to enable the  Company to  identify  those  third  party  information
providers who are also Year 2000 ready. Testing is to be completed by August 31,
1999, and the test  environment  will not be dismantled until well into the year
2000.  This  allows the Company to address  any  unanticipated  problems as they
arise.

Internal Administrative Systems
All hardware,  systems software,  third party application software,  and outside
services are being  examined for Year 2000  readiness.  The Company is currently
reviewing its office  systems  (telephone,  security,  workstations,  accounting
systems,  etc.)  in order to  reprogram  or  replace  incompatible  hardware  or
software.

Contingency Planning
Market  Guide is in the  process of  drafting  contingency  plans for all of its
mission  critical  systems  in  the  event  of an  unforeseen  Y2K  failure.  An
experienced  Y2K  contingency  planner,  with prior  experience  developing  Y2K
contingency  plans for a major  Fortune 500  company,  is leading our  planning.
Contingency plans will be completed by September 30, 1999, with two Company-wide
rehearsals planned during the fourth calendar quarter of 1999.

Worst Case Scenario
The total  cost of the Year 2000  project  was  estimated  at  $200,000  for the
Company's  critical systems and is being funded through operating cash flows. Of
the total projected cost,  approximately $80,000 attributable to the purchase of
new hardware and software which is being  capitalized.  To date, the Company has
expended  $40,000  towards  the  purchase  of new  hardware  and  software.  The
remaining $120,000 is to cover personnel and non-capital  expenses which will be
expensed  as  incurred  and is not  expected  to have a  material  effect on the
results  of  operations.  To date,  the  Company  has  expended a $20,000 of the
$120,000 to cover personnel and non-capital  expenses.  The costs of the project
and date on which the Company plans to complete the Year 2000  modifications and
conversions  are  based  on  management's  best  estimates  which  were  derived
utilizing  numerous  assumptions  of  future  events,  including  the  continued
availability  of certain  resources,  third party  modification  plans and other
factors.  However,  there  can be no  guarantee  that  these  estimates  will be
achieved and actual results could differ  materially from those plans.  Specific
factors that might cause such material  differences include, but are not limited
to, the availability and cost of personnel  trained in this area, the ability to
locate and correct all  relevant  computer  codes,  failure of third  parties on
which the Company relies and similar  uncertainties.  However,  the Company will
not be able to function in the event of an extended  power  failure or a failure
of the  telecommunications  services provided by the local telephone company and
or the Company's Internet service providers.

Due to general  uncertainty  inherent in the Year 2000  problem,  including  the
uncertainty  associated with suppliers and customer, the potential effect on the
financial  results and the condition of the company has not been  measured.  The
Company intends the Year 2000 program to be completed on a timely basis so as to
significantly  reduce  the  level of  uncertainty  and the  impact  on  business
operations and financial results.

Item 7A:          Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk related to changes in interest rates.  All
of the Company's long-term debt (approximately $393,000 at February 28, 1999) is
at a variable rate of interest and is not hedged by any derivative  instruments.
If market  interest  rates  increase by five percent from levels at February 28,
1999, the effect on the Company's  results of operations  would be approximately
$20,000.

Item 8:           Financial Statements and Supplementary Data

This information required by Item 8, and an index thereto,  appears at pages F-4
through F-18 (inclusive) of this Report, which pages follow page 19.

Item 9:        Changes in and Disagreement with Accountants on Accounting and
               Financial Disclosure

Market  Guide  has  selected  Ernst &  Young  LLP as the  Company's  independent
auditors for the fiscal year ended February 28, 1999.

The Board of Directors  approved the selection of Ernst & Young LLP at a regular
meeting on March 29, 1999. The decision to change independent auditors was based
on the Company's rapid growth.

Market Guide's prior  independent  auditors,  Zerbo,  McKiernan & Zambito,  have
served  as  Market  Guide's  auditors  for the past  nine  years  and  played an
important role in assisting Market Guide in its growth from a small OTC Bulletin
Board  company  to its  status  today on the  Nasdaq  Small Cap  Market.  Zerbo,
McKiernan & Zambito LLC, will serve as consultants  over the next several months
to ensure a smooth  transition.  There were no  disagreements  on accounting and
financial disclosure.




<PAGE>


                                                      PART III

Item 10:     Directors and Executive Officers of the Registrant

    (a)  Identification of Directors and Executive Officers

         The names, ages and principal occupations of the Company's Directors as
         of the end of the reporting period, and the data on which their term of
         office commenced and expires, are as follows:

<TABLE>
<CAPTION>

                                                                       DIRECTOR                        PRINCIPAL
             NAME                   AGE        TERM OF OFFICE            SINCE                        OCCUPATION
================================ =========== ==================== ==================== ==========================================
<S>                                  <C>              <C>                <C>           <C>
Thomas A. Prendergast                65               1                  1997          Chairman  of the  Board of  Directors  of
                                                                                       the   Company,   Management   Consultant,
                                                                                       Certified    Public     Accountant,     &
                                                                                       Entrepreneur

John D. Case                         54               1                  1984          General   Counsel  and  Director  of  the
                                                                                       Company

Homi M. Byramji                      46               1                  1988          President,   Chief   Executive   Officer,
                                                                                       Treasurer and Director of the Company

Raymond B. Dooley                    52               1                  1989          Banker,   specializing   in   structuring
                                                                                       government  backed  loans and Director of
                                                                                       the Company

Mark B. Burka                        49               1                  1995          Portfolio  Manager,  Manager  Pension and
                                                                                       Deferred   Benefit    Investments,    Aon
                                                                                       Advisors,   Inc.   and  Director  of  the
                                                                                       Company

Steven A. Hirsh                      59               1                  1997          Portfolio  Manager,  William Harris & Co.
                                                                                       and Director of the Company

Jeffrey S. Geisenheimer              33              N/A                 N/A           Chief  Financial  Officer  and  Corporate
                                                                                       Secretary of the Company

</TABLE>



  (1)    Directors are elected at the annual  meeting of  stockholders  and hold
         office until the  following  annual meeting.

  (2)    Time  Warner,  Inc. has the right to name a Director to the Board if it
         retains at least a 3.5%  ownership  in the Company.  Time Warner,  Inc.
         currently owns 3.3% of the shares outstanding.

  (3) Thomas A. Prendergast assumed the position of Chairman in August 1998.


<PAGE>



    (b)  Business Experience

         Thomas A.  Prendergast  joined the Board of Directors in November 1997.
         In August  1998 he became the  Chairman  of Market  Guide.  He is an El
         Paso,  Texas based  management  consultant,  entrepreneur,  and private
         investor  who has  previously  served on the boards of  sixteen  public
         companies.  In five  instances  he was  Chairman  of  their  respective
         boards. A Certified Public  Accountant,  Mr.  Prendergast  holds a B.S.
         degree from Fordham University and has engaged in post-graduate studies
         at the University of Texas, El Paso. He was a founding member of the El
         Paso  Community  College  and served as the  President  of its Board of
         Trustees from 1969 to 1982.

         John D. Case is a graduate of Hofstra  University  (B.A. 1968) and
         Suffolk  University Law School (J.D.  1971). He is admitted  to the
         practice  of law in New York State and  Federal  jurisdictions.  Prior
         to  assuming  the  Company's Presidency and  Chairmanship in February
         1989, he was a Director of the Company (elected 1984) and was engaged
         in the practice  of law.  Mr. Case  served as  President  and CEO of
         the Company  from  February  1989 to February  1992 and Chairman from
         February 1989 to August 1998.  Mr. Case is currently  compensated in
         the form of cash and qualifies for the Key Employee Incentive Plan.

         Homi M. Byramji,  a Director since 1988,  had  previously  consulted in
         computerized  equity research for nine years. He holds a Masters Degree
         in  Business  Administration,  Rutgers  University  (1975)  and  became
         Secretary  and  Treasurer  of the Company on  February  23,  1989.  Mr.
         Byramji remained  Treasurer and assumed the duties of President and CEO
         on March 1, 1992. He is  compensated  in the form of cash and stock and
         qualifies for the Key Employee Incentive Plan.

         Raymond  B.  Dooley  joined  the  Board of  Directors  in March  1989.
         He is a banker  specializing  in  structuring government  backed
         corporate  loans.  Mr. Dooley  holds a Masters Degree in Business
         Administration  from St. John's University.

         Mark B. Burka,  C.F.A.  joined the Board of Directors in August 1995.
         He is a Chartered Financial Analyst and Manager of Pension and Deferred
         Benefit  Investments  with Aon Advisors, Inc. Mr. Burka holds a Masters
         Degree in Business Administration  from the  University  of  Chicago
         Graduate  School  of  Business,  and a  Bachelor  of Arts from the
         University of Wisconsin in Madison,  Wisconsin.  He has been employed
         with Aon Advisors,  Inc. and its  predecessors since 1977.

         Steven A. Hirsh  joined the Board of  Directors  in November  1997.
         He is a portfolio  manager for William  Harris & Company, a financial
         services company, located in Chicago,  Illinois. Since 1994 he has been
         the Chairman,  President and CEO of Astro Communications,  Inc.
         (OTCBB: ASTO). He currently serves as a director of Complete Management
         Inc. (NYSE:  CMI) and the Reliance  Standard Life Insurance  Company
         and First Reliance  subsidiaries of Delphi Financial Group (NYSE: DFG).
         Mr.  Hirsh  earned a B.S. degree  at the  University  of  Colorado and
         holds an MBA from the University of Chicago.

         Jeffrey S. Geisenheimer joined the Company in July 1987 as a Securities
         Analyst.  He has held various positions within the Company including
         Director of Research and Director of New Business Development.  In
         1996, he was promoted to Chief Financial Officer, and in 1998 he was
         appointed to the position of Corporate Secretary.  Mr. Geisenheimer
         earned a Bachelor of Business Administration in Finance and Economics
         from Hofstra University and is scheduled to complete his M.B.A. in
         Accounting at Hofstra University in December 1999.

All Directors of the Company will serve in such  capacity  until the next annual
meeting of the Company's  stockholders and until their successors have been duly
qualified and elected.

Item 11:          Executive Compensation

Summary of Executive Compensation

The  following  table sets forth the total  compensation  paid or accrued by the
Company to  executive  officers  of the  Company  who served in such  capacities
during fiscal year 1999 (the "Named Officers") for services rendered during each
of the last three fiscal years.

                           SUMMARY COMPENSATION TABLE

<TABLE>


                                                                                                  Long-Term Compensation Awards



                                                         Annual Compensation
                                             --------------------------------------------       ----------------------------------
                                             Fiscal Year                                           Securities Underlying Stock
        Name and Principal Position                           Salary          Bonus                    Options Granted (#)
<S>                                              <C>             <C>                  <C>                              <C>
Thomas A. Prendergast..............              1999            $15,000             -0-                           10,000
  Chairman                                       1998                -0-             -0-                            5,000
                                                 1997                -0-             -0-                              -0-
Homi M. Byramji.................                 1999           $200,000             -0-                           50,000
  President, Chief Executive                     1998            200,000             -0-                              -0-
  Officer and Treasurer                          1997            170,000             -0-                              -0-
John D. Case.......................              1999           $125,000             -0-                           10,000
  General Counsel                                1998            125,000             -0-                              -0-
                                                 1997             75,000             -0-                              -0-
Jeffrey S. Geisenheimer..............            1999           $115,500             -0-                           30,000
  Chief Financial Officer and                    1998            105,000             -0-                           13,000
Secretary                                        1997            100,000             -0-                              -0-


</TABLE>

Employment Agreements

None of the Company's  Executive  Officers  currently have employment  contracts
with the Company.

Employee Stock Purchase Plan

At the August 31,  1995 annual  shareholders'  meeting,  the Board of  Directors
approved an Employee Stock Purchase Plan. The Plan enables employees to purchase
common stock of the Company through payroll deductions and/or cash payments at a
15% discount to market  prices based on the lower of the average  closing  price
during the quarter,  or the average  closing price for the last five days of the
quarter.



<PAGE>


Key Employee Incentive Plan

At the August 31, 1995 annual shareholders' meeting, the shareholders approved a
plan that creates the ability to grant stock and/or options to purchase stock of
the Company to key corporate employees.

Outside Directors' Plan

At the August 31, 1995 annual shareholders' meeting, the shareholders approved a
plan that creates the ability to grant stock awards and/or non-qualified options
to purchase stock of the Company to outside directors.


<PAGE>


Item 12:     Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Company's  Common Stock as of May 17, 1999 by all persons known
to the Company to be  beneficial  owners of more than 5% of its Common Stock and
all Officers and Directors,  both  individually  and as a Group. For purposes of
calculating the amount of beneficial  ownership and the respective  percentages,
the number of shares of Common  Stock which may be acquired by a person upon the
exercise of outstanding  warrants and options, are considered  outstanding,  but
shall  not be  deemed  to be  outstanding  for  the  purpose  of  computing  the
percentage of Common Stock owned by any other person.



<TABLE>

NAME AND ADDRESS OF                         AMOUNT AND NATURE OF                        APPROXIMATE
BENEFICIAL OWNER                            BENEFICIAL OWNERSHIP (1)                    PERCENT OF CLASS (2)

<S>                                                          <C>                              <C>
Mark B. Burka (3) (4)                                         816,000                         16.9%
618 Washington Avenue
Wilmette, IL  60091

Homi M. Byramji (5)                                           593,489                          12.1%
One Sheep Hill Road
Boonton Township, NJ 07005

John D. Case (6)                                              696,343                          14.4%
12 Timberland Lane
Old Brookville, NY 11545

Raymond B. Dooley (7)                                           19,687                          0.4%
98 Eighth Avenue
Sea Cliff, NY  11579

Jeffrey S. Geisenheimer (8)                                      58,500                        1.2%
81 Joyce Road
Tenafly, NJ  07670

Steven A. Hirsh    (9)                                            7,500                        0.2%
1895 Lake Avenue
Highland Park, IL  60035

Thomas A. Prendergast (10)                                      98,450                         2.0%
46-95 North Mesa, Suite 200
El Paso, TX  79912

All Directors and Officers                                      2,289,969                     45.3%
as a Group (7 persons)

</TABLE>


<PAGE>



(1)      Unless  otherwise  indicated,  all shares are directly owned and the
         sole voting and investment  power is held by the persons named.
(2)      Based upon 4,796,963 shares of Common Stock issued and outstanding as
         of May 17, 1999.
(3)      Includes options for the purchase of 10,000 shares of Common Stock at
         $2.50 per share,  10,000 shares of Common Stock at $3.00 per share, and
         10,000 shares of Common Stock at $12.00 per share.
(4)      Shares owned directly and owned by Mark B. Burka,  Trustee FBO Mark B.
         Burka Trust.
(5)      Includes options for the purchase of 12,500 shares of Common Stock at
         $2.68 per share,  50,000 shares of Common Stock at $5.57 per share and
         50,000 shares of Common Stock at $13.20 per share.
(6)      Includes  options for the purchase of 12,500  shares of Common  Stock
         at $2.68 per share and 10,000  shares of Common Stock at $5.23 per
         share.
(7)      Includes  options for the purchase of 5,000  shares of Common Stock at
         $2.50 per share,  5,000 shares of Common Stock at $3.00 per share and
         7,500 shares of Common Stock at $12.00 per share.
(8)      Includes  options for the  purchase of 13,000  shares of Common  Stock
         at $3.00 per share,  30,000  shares of Common  Stock at $5.06 per
         share, and 10,000 shares of Common Stock at $12.00 per share.
(9)      Includes options for the purchase of 7,500 shares at $12.00 per share.
(10)     Include  options for the  purchase of 5,000  shares of Common  Stock at
         $3.00 per share and 10,000  shares of Common  Stock at  $4.75.

The Company does not know of any  arrangements  or pledge of its  securities  by
persons now  considered  in control of the Company that might result in a change
of control of the Company.

Item 13:          Certain Relationships and Related Party Transactions

None.

Item 14:    Financial Statements and Financial Statement Schedules, Exhibits and
Reports on Form 8-K

   (a) (1) (2)    Financial Statements and Financial Statement Schedules

      A list of the Financial Statements and Financial Statement Schedules filed
      as a part of this  Report is set forth in Item 8, and  appears at Page F-1
      of this Report; which is incorporated herein by reference.

   (a) (3)    Exhibits

              3      Certificate of Incorporation and Amendments thereto*
              3(A)   By-Laws*
              27     Financial Data Schedule

   (b)        Reports on Form 8-K

              Sale of CreditRisk Monitor division
              Change in Independent Accountants


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Registrant has caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                         MARKET GUIDE INC.

Dated:   June 1, 1999
Lake Success, New York                   /s/ Homi M. Byramji
                                         President, CEO and Treasurer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

<TABLE>



SIGNATURES                                        TITLE                                 DATE
---------------------------------------- -------- ------------------------------------- --------------------------------------
<S>                                               <C>                                      <C>


/s/ THOMAS A. PRENDERGAST                         Chairman                                 June 1, 1999




/s/ HOMI M. BYRAMJI                               President, CEO                           June 1, 1999
                                                  Treasurer and Director


/s/ JOHN D. CASE                                  General Counsel and Director             June 1, 1999




/s/ MARK B. BURKA                                 Director                                 June 1, 1999




/s/ RAYMOND B. DOOLEY                             Director                                 June 1, 1999




/s/ STEVEN A. HIRSH                               Director                                 June 1, 1999



/s/ JEFFREY S. GEISENHEIMER                       CFO and Corporate Secretary              June 1, 1999

</TABLE>

<PAGE>



                                Form 10-K - Item
                                14(a)(1) and (2)
                                Market Guide Inc.


         List of Financial Statements and Financial Statement Schedules



The following financial statements of Market Guide Inc. are included in Item 8:

Reports of Independent Auditors                                       F-2

Balance Sheets  - February 28, 1999 and 1998                          F-4

Statements of Operations - Years Ended February 28, 1999,
  1998 and 1997                                                       F-6

Statements of Cash Flows - Years Ended February 28, 1999,
  1998 and 1997                                                       F-7

Statements of Stockholders' Equity - Years Ended February 28, 1999,
  1998 and 1997                                                       F-8

Notes to Financial Statements                                         F-9



The following financial statement schedule of Market Guide Inc. is included in
Item 14(a)(2):

Schedule II - Valuation and Qualifying Accounts                      F-21




All other  schedules for which  provision is made in the  applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instruction or are inapplicable and therefore have been omitted.

<PAGE>

                Report of Independent Auditors

The Board of Directors and Stockholders
Market Guide Inc.

We have audited the balance  sheet of Market Guide Inc.  (the  "Company")  as of
February 28,  1999,  and the related  statements  of  operations,  stockholders'
equity  and cash flows for the year then  ended.  Our audit  also  included  the
financial  statement schedule for the year ended February 28, 1999 listed in the
Index  at  Item  14(a).   These  financial   statements  and  schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Market Guide Inc. at February
28, 1999, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles. Also, in our
opinion,  the related financial statement schedule,  when considered in relation
to the  basic  financial  statements  taken as a whole,  presents  fairly in all
material  respects the information set forth therein for the year ended February
28, 1999.




                                                                ERNST &YOUNG LLP
New York, New York
April 23, 1999


<PAGE>








                         Report of Independent Auditors

The Board of Directors and Stockholders
Market Guide Inc.

We have audited the balance  sheet of Market Guide Inc.  (the  "Company")  as of
February  28,  1998,  and the  related  statements  of  operations,  accumulated
deficit,  cash flows, and stockholders'  equity for the years ended February 28,
1998 and 1997. Our audits also included the financial statement schedule for the
years ended February 28, 1998 and 1997 listed in the Index at Item 14(a).  These
financial  statements  and  schedule  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Market Guide Inc. at February
28,  1998,  and the results of its  operations  and its cash flows for the years
ended  February  28,  1998 and  1997,  in  conformity  with  generally  accepted
accounting  principles.  Also, in our opinion,  the related financial  statement
schedule, when considered in relation to the basic financial statements taken as
a whole,  present  fairly in all  material  respects the  information  set forth
therein for the years ended February 28, 1998 and 1997.

As  discussed  in  Notes C and J,  respectively,  a  change  in  accounting  for
operating leases resulted in an understatement  of previously  reported expenses
and disposal of a division has been  reclassified  as a discontinued  operation.
Accordingly,  the financial statements for the years ended February 28, 1998 and
1997 have been restated to reflect these changes.


Zerbo, McKiernan & Zambito, L.L.C.
Fairfield, New Jersey
May 18, 1998 except for Notes C and J as to which the date is April 27, 1999







<TABLE>

                                MARKET GUIDE INC.
                                 Balance Sheets




<CAPTION>
                                                                                 February 28,                     February 28,
                                                                                     1999                             1998
<S>                                                                             <C>                                <C>
Assets                                                                                                             (restated)
Current assets:
  Cash and cash equivalents                                            $              1,838,408     $                    809,618
  Accounts receivable, net of allowance for doubtful
  accounts of $34,000 in 1999 and $24,000 in 1998                                     1,220,869                          827,409
  Prepaid expenses and other current assets                                             272,038                          261,107
  Deferred income taxes                                                                 191,008                           11,116
                                                                           ---------------------           ----------------------

Total current assets                                                                  3,522,323                        1,909,250


Property and equipment, at cost:
  Furniture and equipment                                                             1,687,987                        1,387,872
  Equipment held under capital leases                                                   942,950                          942,950
  Leasehold improvements                                                                 92,930                           80,990
                                                                           ---------------------           ----------------------

                                                                                      2,723,867                        2,411,812
  Less:  accumulated depreciation and amortization
  (including amortization of $545,985 in 1999 and
  $367,610  in 1998 on capital leases)                                                1,097,653                        1,076,395
                                                                           ---------------------           ----------------------

Net property and equipment                                                            1,626,214                        1,335,417

Notes receivable, net of deferred gain of $890,000 in 1999                                    -                                -
Computer     software    and    database     expansion,     net    of
accumulated amortization of $1,916,881 in 1999 and
  $1,530,415 in 1998                                                                  2,798,345                        2,263,868
Deposits and other assets                                                                66,057                           78,084
Net assets of discontinued operations                                                             -                      485,874
                                                                           ---------------------           ----------------------

Total assets                                                           $              8,012,939     $                  6,072,493
                                                                           =====================           ======================



                                                        See accompanying notes.

</TABLE>






                                                           MARKET GUIDE INC.
                                                      Balance Sheets - continued




<TABLE>

                                                                                     February 28,                     February 28,
                                                                                         1999                             1998
                                                                              ---------------------------     ----------------------
                                                                                                                        (restated)
<S>                                                                                        <C>                               <C>
Liabilities and stockholders' equity
Current liabilities:
  Accounts payable and accrued expenses                                   $                248,620     $                     218,618
  Current portion of long-term debt                                                        157,250                            78,625
  Current portion of capital lease obligations                                             201,625                           195,406
  Unearned revenues                                                                        693,073                           555,670
                                                                              ---------------------           ----------------------

Total current liabilities                                                                1,300,568                         1,048,319

Deferred rent                                                                              419,306                           430,492
Long-term debt                                                                             235,875                           393,125
Capital lease obligations                                                                  167,232                           368,856
                                                                              ---------------------           ----------------------

Total liabilities                                                                        2,122,981                         2,240,792

Stockholders' equity:
Common stock - $.001 par value;  20,000,000  shares  authorized,  4,792,213  and
  4,723,594 shares issued and outstanding at 1999 and 1998,
  respectively                                                                               4,792                             4,723
Additional paid-in capital                                                               5,715,891                         5,167,372
Retained earnings (accumulated deficit)                                                    169,275                       (1,340,394)
                                                                              ---------------------             --------------------

Total stockholders' equity                                                               5,889,958                         3,831,701
                                                                              ---------------------           ----------------------

Total liabilities and stockholders' equity                                $              8,012,939     $                   6,072,493
                                                                              =====================           ======================




                                                        See accompanying notes.

</TABLE>











                                MARKET GUIDE INC.
                            Statements of Operations


<TABLE>

                                                                                             Years Ended
                                                                  ------------------------------------------------------------------
                                                                        February 28,             February 28,           February 28,
                                                                           1999                     1998                   1997
                                                                  --------------------      ------------------     -----------------
                                                                                                 (restated)             (restated)
<S>                                                                           <C>                     <C>                     <C>
Revenues:
  Database vendors                                           $              6,886,761   $           5,452,484  $          4,207,654
  Market Guide products                                                     1,906,201               1,099,257               506,911
  Print products                                                               46,559                  50,992                61,853
                                                                  --------------------      ------------------     -----------------

    Total revenues                                                          8,839,521               6,602,733             4,776,418

Expenses:
 Costs of revenues                                                          3,061,807               2,294,189             1,849,674
 Selling, general and administrative                                        2,723,357               2,347,846             1,975,801
 Advertising and promotion                                                    151,005                 160,304               105,173
 Depreciation                                                                 459,253                 337,578               222,842
 Amortization                                                                 386,466                 357,860               288,072
                                                                  --------------------      ------------------     -----------------

    Total expenses                                                           6,781,888               5,497,777             4,441,562
                                                                  --------------------      ------------------     -----------------

Income from operations                                                       2,057,633               1,104,956               334,856

Interest income                                                                 32,161                  21,173                31,128
Interest expense                                                              (90,002)                (85,877)              (75,592)
                                                                  --------------------      ------------------     -----------------

Income from continuing operations before income taxes                        1,999,792               1,040,252               290,392
Income tax expense (benefit)                                                   275,846                   7,274               (2,351)
                                                                  --------------------      ------------------     -----------------

Income from continuing operations                                            1,723,946               1,032,978               292,743

Discontinued operations:
    Loss from discontinued operations, net of taxes                          (439,849)             (1,087,021)             (114,971)
    Gain on sale of discontinued operations, net of taxes                     225,572                       -                     -
                                                                   -------------------      ------------------     -----------------
                                                                             (214,277)             (1,087,021)             (114,971)
                                                                   -------------------      ------------------     -----------------

Net income (loss)                                                   $        1,509,669   $            (54,043)  $            177,772
                                                                   ====================      ==================     ================
Net income (loss) per share - basic:
  Continuing operations                                                          0.36                    0.22                  0.07
  Discontinued operations                                                       (0.04)                  (0.23)                (0.03)
                                                                  ====================      ==================     =================
  Net income (loss)                                                              0.32                   (0.01)                 0.04
                                                                  ====================      ==================     =================

Net income (loss) per share - diluted:
  Continuing operations                                             $          0.35         $           0.22       $           0.07
  Discontinued operations                                                     (0.04)                   (0.23)                 (0.03)
                                                                   ====================      ==================    =================
  Net income (loss)                                                 $          0.31         $          (0.01)      $           0.04
                                                                   ===================      ==================     =================

Shares used in the calculation of net income (loss) per share:
 Basic                                                                      4,762,561               4,712,503             4,250,124
                                                                    ==================      ====================   =================
  Diluted                                                                   4,914,647               4,755,905             4,408,378
                                                                  ====================      ==================     =================


                                                        See accompanying notes.
</TABLE>







                                                           MARKET GUIDE INC.
                                                       Statements of Cash Flows


<TABLE>
                                                                                              Years Ended


                                                                        February 28,            February 28,            February 28,
                                                                              1999                    1998                    1997

                                                                                                (restated)              (restated)
<S>                                                                                 <C>                    <C>                   <C>
Cash Flows From Operating Activities From
   Continuing Operations:
Income from continuing operations                              $           1,723,946  $            1,032,978  $              292,743

Adjustments to reconcile income from continuing  operations to net cash provided
by operating activities:
    Depreciation and amortization                                            845,719                 695,438                 510,914
    Provision for bad debts                                                   10,000                       -                   5,000
    Issuance of common stock                                                  45,330                  10,325                  20,481
    Deferred rent                                                           (11,186)                  60,680                  80,557
    Deferred income taxes                                                  (179,892)                       -                       -
Changes in operating assets and liabilities:
Accounts receivable                                                        (403,460)              (269,994)                  198,765
Prepaid expenses and other current assets                                     68,327                148,645                      781
Accounts payable and accrued expenses                                         30,002                 39,125                (222,053)
Unearned revenues                                                            137,403                306,991                   85,308

  Total adjustments                                                          542,243                 991,210                 679,753

Net cash provided by operating activities from
    continuing operations                                                  2,266,189               2,024,188                 972,496


Cash Flows From Investing Activities:
Deposits and other assets                                                     12,027                       -                (14,858)
Purchases of property and equipment                                        (779,937)               (223,842)               (235,846)
Computer software and database expansion                                 (1,014,584)             (1,318,305)             (1,145,213)
Proceeds from sale of division, net of related expenses
  of $473,863                                                                819,324                       -                       -
                                                                      --------------     -------------------     -------------------
Net cash used in investing activities                                      (963,170)             (1,542,147)             (1,395,917)
                                                                   -----------------     -------------------     -------------------

Cash Flows From Financing Activities:
Repayments of long-term debt and capital leases                            (274,030)               (176,011)               (250,392)
Proceeds from issuance of common stock in
   connection with stock purchase plan                                       184,999                  27,792                  31,388
Proceeds from private placement of common stock                                    -                       -               1,201,771
Proceeds from stock options exercised                                         76,125                       -                 100,001
                                                                  ------------------     -------------------     -------------------
Net cash (used in) provided by financing activities                         (12,906)               (148,219)               1,082,768
                                                                  ------------------     -------------------     -------------------
</TABLE>










                                MARKET GUIDE INC.
                       Statements of Cash Flows-continued


<TABLE>
                                                                                            For the Years Ended
                                                                   -----------------------------------------------------------------
                                                                        February 28,           February 28,           February 28,
                                                                             1999                   1998                   1997
                                                                   -------------------     ------------------     ------------------
                                                                                               (restated)             (restated)
<S>                                                                    <C>                    <C>                      <C>
Cash Flows from Discontinued Operations:
 Loss from discontinued operations including gain on
    sale, net of taxes                                                      (214,277)            (1,087,021)               (114,971)
Adjustments  to reconcile  loss from  discontinued  operations  to net
cash used in discontinued operations:
    Gain on sale of discontinued operations, net of taxes                    (225,572)                      -                      -
    Depreciation and amortization                                              101,292                107,686                  5,734
    Decrease in net assets of discontinued operations                           77,234                224,238                      -
                                                                  --------------------      -----------------     ------------------
Net cash used in discontinued operations                                     (261,323)              (755,097)              (109,237)
                                                                  --------------------    -------------------    -------------------

Net increase (decrease) in cash and cash equivalents                         1,028,790              (421,275)                550,110
Cash and cash equivalents at beginning of year                                 809,618              1,230,893                680,783
                                                                   -------------------     ------------------     ------------------
Cash and cash equivalents at end of year                        $            1,838,408  $             809,618  $           1,230,893
                                                                   ===================     ==================     ==================

Supplemental disclosure of cash flow information: Cash paid during the year for:
   Interest                                                     $               90,001  $              85,877  $             137,578
                                                                   ===================     ==================     ==================
   Income taxes                                                $               12,833  $               6,000  $               4,200
                                                                   ===================     ==================     ==================

Non-cash financing activities:
Acquisition of property and equipment through capital leases
                                                               $                    -  $             471,750  $             532,110
                                                                   ===================     ==================     ==================



                                                        See accompanying notes.
</TABLE>








                                MARKET GUIDE INC.
                       Statements of Stockholders' Equity
                  Years Ended February 28, 1999, 1998 and 1997


<TABLE>

                                                                                                   Retained
                                                                             Additional            Earnings                 Total
                                          Common Stock                     Paid-in            (Accumulated           Stockholders'
                                  ----------------------------------
                                       Shares              Amount             Capital              Deficit)                Equity
                                ----------------     -------------      ---------------     ------------------      ----------------

<S>                                    <C>                   <C>               <C>              <C>                      <C>
Balance at February 29, 1996, as
   previously reported              4,188,245  $          4,188   $        3,618,910  $         (1,174,868)   $         2,448,230

Additional rent expense on
  operating leases                           -                 -                    -              (289,255)             (289,255)
                               ----------------     -------------      ---------------     ------------------      ----------------
Balance at February 29, 1996, as
   restated                          4,188,245             4,188            3,618,910            (1,464,123)             2,158,975


Issuance of common stock in a
   private placement for cash          343,363               344            1,201,428                      -             1,201,772
Stock options exercised                158,334               158               99,843                      -               100,001
Issuance of common stock for
   directors' compensation               8,000                 8               20,473                      -                20,481
Issuance of common stock
   pursuant to employees' stock
   purchase plan                        10,244                10               31,378                      -                31,388
Tax benefit from stock option
   exercises                                 -                 -              157,238                      -               157,238
Net income                                   -                 -                    -                177,772               177,772
                                ----------------     -------------      ---------------     ------------------      ----------------

Balance at February 28, 1997           4,708,186             4,708            5,129,270            (1,286,351)             3,847,627


Issuance of common stock
   pursuant to employees'  stock
   purchase plan                          15,408                15               38,102                      -                38,117
Net income (loss)                              -                 -                    -               (54,043)              (54,043)
                                ----------------     -------------      ---------------     ------------------      ----------------

Balance at February 28, 1998           4,723,594             4,723            5,167,372            (1,340,394)             3,831,701


Stock options exercised                   25,375                25               76,100                      -                76,125
Issuance of common stock
   Pursuant to employees' stock
   Purchase plan                          43,244                44              230,285                      -               230,329
Tax benefit from stock option
   exercises                                   -                 -              242,134                      -               242,134
Net income                                     -                 -                    -              1,509,669             1,509,669
                                ----------------     -------------      ---------------     ------------------      ----------------

Balance at February 28, 1999           4,792,213  $          4,792   $        5,715,891  $             169,275   $         5,889,958
                                ================     =============      ===============     ==================      ================




                                                        See accompanying notes.

</TABLE>

<PAGE>



                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                February 28, 1999

NOTE A - ORGANIZATION AND BUSINESS

Market Guide Inc.  ("Market  Guide" or the  "Company")  is currently  engaged in
acquiring,  condensing,  publishing  and  distributing  historical  and  current
financial  information  and  related  software  to  the  individual,   financial
services, corporate and institutional investor marketplaces.

After the sale of the division  accounted for as a  discontinued  operation (see
Note J), the Company  operates in one business  segment.  The Company  sells its
information  through  three  channels;  online  information  vendors  (using the
Internet),  Market Guide software and a print  publication.  The majority of the
Company's  revenue is derived  from  approximately  100 third party  vendors who
distribute and sell Market Guide database products.  Sales are made through both
third party vendors and direct sales to end users.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Use of Estimates

     The  preparation of financial  statements in conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  affect  certain   reported   amounts  and  disclosures.
     Accordingly, actual results may differ from those estimates.

2.   Cash and Cash Equivalents

     Cash  equivalents  consist of highly liquid  investments with a maturity of
     three months or less when purchased.

3.   Revenue Recognition

     Revenues  from  products  sold to database  vendors are  recognized  in the
     period in which the  product is provided  based on the actual  usage of the
     customer or contractual  amounts. In certain  circumstances,  estimates are
     used in  determining  actual usage for  purposes of recording  revenue on a
     monthly basis.  Estimates are  subsequently  reconciled to actual usage and
     adjustments are recorded.

     Market Guide for Windows  products and print products are generally sold on
     a  subscription  basis and  revenues  are  recognized  over the term of the
     related contract as products are provided.

4.   Depreciation and Amortization

     Depreciation   on  furniture  and   equipment  is   calculated   using  the
     straight-line  method over the estimated useful lives of the assets ranging
     from three to seven years. Equipment held under capital leases is amortized
     using the straight-line  method over the useful lives of the assets ranging
     from  3  to  5  years.  Leasehold  improvements  are  amortized  using  the
     straight-line method over the shorter of the lease term or estimated useful
     life of the asset.



<PAGE>



                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

5.   Computer Software and Database Expansion

     Management  has elected,  pursuant to  Statement  of  Financial  Accounting
     Standards No. 86,  "Accounting  for Costs of Computer  Software to be Sold,
     Leased or Otherwise  Marketed",  to capitalize  certain  computer  software
     costs incurred for new product  development and database  expansion.  These
     costs are  reported  at the  lower of  unamortized  cost or net  realizable
     value.  All research and  development,  database  maintenance  and customer
     support costs are expensed as incurred.

     The  straight-line  method  of  amortization  is used  over  the  estimated
     economic life of the asset,  generally  three to five years.  For the years
     ended  February 28, 1999 and February  28,  1998,  the Company  capitalized
     computer software and database expansion costs of approximately  $1,015,000
     and $1,122,000, respectively.

6.       Long-Lived Assets

     When  impairment  indicators are present,  the Company reviews the carrying
     value of its long-lived  assets in determining the ultimate  recoverability
     of their  unamortized  values using future  undiscounted cash flow analysis
     expected  to be  generated  by the assets.  If such  assets are  considered
     impaired,  the impairment recognized is measured by the amount by which the
     carrying  amount of the assets  exceed the future  discounted  cash  flows.
     Assets to be disposed of are reported at the lower of the  carrying  amount
     or fair value, less costs to sell.

7.   Stock-Based Compensation

     The Company accounts for its stock-based employee  compensation  agreements
     in accordance  with the provisions of Accounting  Principles  Board Opinion
     No. 25,  "Accounting for Stock Issued to Employees",  and complies with the
     disclosure  provisions of Statement of Financial  Accounting  Standards No.
     123, "Accounting for Stock Based Compensation" ("SFAS 123").

8.   Income Taxes

     The Company accounts for income taxes on the liability method. Accordingly,
     deferred  tax  assets  and   liabilities  are  recognized  for  future  tax
     consequences  attributable  to differences  between the carrying  amount of
     assets and liabilities for financial reporting and income tax purposes,  as
     determined under enacted tax laws and rates that will be in effect when the
     differences are expected to reverse.

9.   Comprehensive Income

     In June 1997, the Financial  Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 130, "Reporting  Comprehensive  Income,"
     ("SFAS 130") which is effective for fiscal years  beginning  after December
     15, 1997.  SFAS 130  establishes  standards  for  reporting  and display of
     comprehensive  income. The adoption of SFAS 130 as of March 1, 1998 did not
     have an effect on the Company's financial statements.



<PAGE>


                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

10.  Reclassifications

Certain  amounts in the  Company's  financial  statements  for the years ended
February  28, 1998 and 1997 have been  reclassified  to conform to the current
year's presentation.

NOTE C - RESTATEMENT OF FINANCIAL STATEMENTS

The Company has restated its financial  statements  for the years ended February
28, 1998 and 1997 relating to a change in accounting  for its operating  leases.
The restatement  impacted income from continuing  operations,  net income (loss)
and income  (loss) per share for the years ended  February  28, 1998 and 1997 as
follows:

<TABLE>

                                                                            Year ended February 28,
                                                                        ---------------------------------
                                                                            1998                1997
                                                                        -------------        ------------
<S>                                                                          <C>                 <C>
Income from continuing operations:
   As reported                                                     $       1,093,658    $        373,300
   Adjustment                                                                (60,680)            (80,557)
                                                                        =============        ============
   As restated                                                     $       1,032,978    $        292,743
                                                                        =============        ============
Basic and diluted income per share -
   continuing operations:
   As reported                                                     $            0.23    $           0.09
   Adjustment                                                                  (0.01)              (0.02)
                                                                        =============        ============
   As restated                                                     $            0.22    $           0.07
                                                                        =============        ============


Net income (loss):
   As previously reported                                          $         6,637      $           258,329
   Adjustment                                                              (60,680)                (80,557)
                                                                                            ----------------
                                                                      ==============
   As restated                                                     $       (54,043)     $          177,772
Basic and diluted net income (loss) per
   share:
   As previously reported                                          $          0.00      $              0.06
   Adjustment                                                                (0.01)                  (0.02)
                                                                                            ----------------
                                                                      ==============
   As restated                                                     $         (0.01)     $             0.04
                                                                      ==============        ===============
</TABLE>


The  accumulated  deficit was adjusted  from  ($1,174,868)  to  ($1,464,123)  at
February 28, 1996;  from  ($916,539) to  ($1,286,351)  at February 28, 1997; and
from  ($909,902)  to  ($1,340,394)  at  February  28,  1998,  as a result of the
above-described restatement.  Additionally,  amounts previously reported for the
CreditRisk  Monitor  ("CRM")  division  have been restated to give effect to the
recording of discontinued operations (see Note J).


<PAGE>



                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)

NOTE  D -  LONG-TERM DEBT AND LEASING ARRANGEMENTS

On September 1, 1998, the Company and a bank entered into a three-year term loan
that replaced amounts previously  outstanding under an equipment  financing line
of credit.  At February 28, 1999,  approximately  $393,000 was outstanding under
the term loan and is payable in equal monthly  installments through August 2001.
Interest is provided at the prime rate, as defined, plus 1/4% per annum (8.0% at
February 28,  1999) and is payable  monthly.  The Company  also has  available a
$400,000  line of credit with the same bank with no  borrowings  outstanding  at
February  28,  1999.  The term loan and line of credit  are  secured  by all the
assets of the  Company and the loan  agreements  contain  restrictive  financial
covenants regarding the maintenance of net income and minimum levels of tangible
net worth, both as defined.

The Company is obligated  under various  capital  leases for computer and office
equipment  that expire at dates through 2002 with interest rates ranging from 9%
to 15%.

The  Company  rents  its two Lake  Success,  New York  office  facilities  under
operating  leases which expire in 2005.  For the years ended  February 28, 1999,
1998 and 1997, rent expense was approximately $432,000,  $432,000, and $341,000,
respectively. The operating leases contain rent escalations and renewal options.
Additionally,  the Company can exercise a buyout option for one of the leases in
October 2001 for approximately $165,000.

The future minimum  payments for all leases and principal  repayment of
long-term debt for years ending February 28 (29) are summarized as follows:



<TABLE>


                                                      Capital Lease
                                                       Obligations        Operating Leases        Long-Term Debt
                                                     ----------------- ----------------------- ---------------------
<S>                                                            <C>                    <C>                    <C>
February 28 (29):
2000                                                         $230,000                $457,000              $157,000
2001                                                          150,000                 471,000               157,000
2002                                                           27,000                 486,000                79,000
2003                                                                -                 502,000                     -
2004                                                                -                 518,000                     -
Thereafter                                                          -                 739,000                     -
                                                     -----------------
                                                                       ======================= =====================
Total payments                                                407,000              $3,173,000              $393,000
                                                                       ======================= =====================
Less amounts representing interest                             38,000
                                                     -----------------
                                                              369,000
Less current portion of obligations
 under capital leases                                         202,000
                                                     =================
Long-term obligations under capital leases                   $167,000
                                                     =================

</TABLE>


<PAGE>


                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)

NOTE E - INCOME TAXES

The following is a reconciliation of income before income taxes:
<TABLE>



                                                                        Year ended February 28,
                                                     --------------------------------------------------------------
                                                           1999                  1998                   1997
                                                      ----------------      ----------------       ----------------
<S>                                                          <C>                 <C>                     <C>
Income from continuing operations                $          1,999,792   $         1,040,252   $            290,392
Loss from discontinued operations                            (757,447)           (1,087,022)             (114,971)
Gain on sale of discontinued operations                       388,448                     -                      -
                                                      ================      ================       ================
                                                 $          1,630,793   $          (46,770)   $            175,421
                                                      ================      ================       ================

</TABLE>

The components of the provision (benefit) for income taxes are as follows:
<TABLE>


                                                    Year ended February 28,
                                      ---- -------------------------------------------
                                           1999               1998          1997
                                      ---- ------------ ----- --------- --- ----------
<S>                                            <C>               <C>           <C>
        Current
          Federal                     $        470,000  $            -  $           -
          State                                149,000           7,000         (5,000)

        Deferred
          Federal                             (462,000)               -          2,000
          State                                (36,000)               -          1,000
                                      ==== ============ ===== ========= === ============
                                      $        121,000  $        7,000  $       (2,000)
                                      ==== ============ ===== ========= === ============

</TABLE>


The  reconciliation of income taxes computed at the US federal statutory rate to
income tax expense is as follows:

<TABLE>

                                                                                  Year ended February 28,
                                                              ----------------------------------------------------------------
                                                                       1999                  1998                  1997
                                                                  ----------------      ----------------      ----------------
<S>                                                                        <C>                    <C>              <C>
Tax expense computed at the federal statutory rate            $           554,000   $          (16,000)   $            60,000
State taxes, net of federal benefit                                        75,000                 5,000                (3,000)
Net operating losses for which no benefit
  was provided                                                                   -               16,000                     -
Reduction in valuation allowance                                          (552,000)                   -               (60,000)
Other                                                                       44,000                2,000                 1,000
                                                                  -----------------     -----------------     ----------------
                                                              $           121,000   $             7,000   $            (2,000)
                                                                  ================      ================      =================

</TABLE>

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and amounts used for income tax purposes.


<PAGE>


                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)

NOTE E - INCOME TAXES (continued)

Significant  components  of deferred  income tax assets as of February 28 are as
follows:

<TABLE>

                                                                             1999                       1998
                                                                  ----------------          -----------------
<S>                                                                       <C>                        <C>
    Net operating loss                                         $                -        $           369,000
    Accounts receivable                                                    14,000                     10,000
    Deferred rent                                                         176,000                    180,000
    Tax credits                                                            11,000                     14,000
                                                                  ----------------          -----------------
    Total deferred tax assets                                             201,000                    573,000

    Valuation allowance                                                  (10,000)                  (562,000)
                                                                  ================          =================
    Net deferred tax assets                                    $          191,000        $            11,000
                                                                  ================          =================
</TABLE>

The valuation allowance at February 28, 1997 and February 29, 1996 was
approximately $750,000 and $1,100,000, respectively.


NOTE F - STOCKHOLDERS' EQUITY

1.       Common Stock

On January 27, 1997 the Company raised approximately $1,202,000 through the sale
of 343,363 shares of restricted  common stock at a price of $3.50 per share in a
private placement to a limited number of institutional and individual investors.

During the year ended February 28, 1997, the Company granted 8,000 shares of its
common stock to its outside  directors as compensation for services and recorded
approximately $20,000 of compensation expense using the fair value of the common
stock on the date of grant.

The Company  maintains a stock bonus program for employees  based upon merit and
years of service.  In the years ended  February  28, 1999 and 1998,  the Company
issued  10,000  and  3,750  shares of its  common  stock  and  recorded  noncash
compensation expense,  equal to the fair market value of the common stock on the
date of grant, of approximately $45,000 and $10,000, respectively.

The Company  maintains an Employee  Stock  Purchase  Plan (the "Plan")  which is
intended  to  qualify  under  Section  423 of the  Internal  Revenue  Code.  All
employees,  except for the Company's President and Legal Counsel, with more than
three months of full time employment prior to the start of each offer period are
eligible.  Under  the  terms of the  Plan,  125,000  shares  are  available  for
purchase. The purchase price will be the lesser of an amount equal to 85% of the
fair market value of the common stock  calculated at the lower of the average of
the common  stock's  closing  price for a fiscal  quarter or the  average of the
stock's closing price for the last five trading days of a fiscal quarter. During
the years ended February 28, 1999,  1998 and 1997,  33,244,  11,658,  and 10,244
shares of common stock,  respectively,  have been  purchased  under the Plan for
approximately $185,000, $28,000 and $31,000.

2.   Common Stock Options

The Company maintains an Incentive Stock Option Plan (the "Option Plan") for its
officers and key  employees.  Pursuant to the Option Plan, the Company may award
up to 750,000 shares of common stock in

NOTE F - STOCKHOLDERS' EQUITY (continued)

the form of incentive  options and the option exercise price cannot be less than
the fair market value of the underlying common stock on the date of grant.

The Company also maintains an Independent  Directors'  Stock Incentive Plan (the
"Directors  Plan") for its  non-employee  directors.  Pursuant to the  Directors
Plan,  the Company may award up to 100,000 shares of common stock in the form of
non-qualified options and the option exercise price cannot be less than the fair
market value of the underlying common stock on the date of grant.

Additionally,  the Company  granted  options to two officers for the purchase of
25,000  shares of common stock in March 1995 (prior to the establishment of the
Option Plan).

Option activity is summarized as follows:
<TABLE>


                                                              Shares                  Weighted-Average
                                                           Under Option                Exercise Price
                                                        -------------------       -------------------------
<S>                                                                <C>                                <C>
Outstanding at February 29, 1996                                   183,334                           $0.91
   Grants                                                                -                               -
   Exercises                                                     (158,334)                            0.63
   Forfeitures                                                           -                               -
                                                        -------------------       -------------------------
Outstanding at February 28, 1997                                    25,000                            2.68
   Grants                                                          204,600                            2.93
   Exercises                                                             -                               -
   Forfeitures                                                           -                               -
                                                        -------------------       -------------------------
Outstanding at February 28, 1998                                   229,600                            2.93
   Grants                                                          275,000                            4.76
   Exercises                                                      (25,375)                            3.00
   Forfeitures                                                    (50,700)                            3.00
                                                        ===================       =========================
Outstanding at February 28, 1999                                   428,525                           $4.22
                                                        ===================       =========================


Available for grant at February 28, 1999                           421,100
                                                        ===================


</TABLE>


Information  regarding  stock  options  outstanding  at February  28, 1999 is as
follows:

<TABLE>


                                                          Weighted-Average
                                                          Remaining
                                       Options            Contractual Life        Options
                   Exercise Price    Outstanding                                Exercisable

     <S>                 <C>                 <C>                   <C>                    <C>
                    $2.50 - $3.00           178,525               6.8 years              89,350
                    $4.75 - $5.57           250,000               8.6 years              20,000
                                   =================      ================== ===================
                                            428,525               7.9 years             109,350
                                   =================      ================== ===================
</TABLE>


The  weighted  average  fair  value of  options  granted  during  the years
ended  February  28,  1999 and 1998 was  $3.74 and  $1.24, respectively.


                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)


NOTE F - STOCKHOLDERS' EQUITY (continued)

Pro forma information regarding net income (loss) and income (loss) per share is
required by SFAS 123, which also requires that the  information be determined as
if the Company had  accounted  for its stock options under the fair value method
of that  statement.  The fair value for these  options was  estimated  using the
Black-Scholes option pricing model with the following assumptions:
<TABLE>
<CAPTION>

                                                                            Years ended February 28,
                                                                   --------------------------------------------
                              Assumption                                    1999                  1998
                                                                            ----                  ----
<S>                                                                         <C>                    <C>
     Risk-free interest rate                                                4.6%                  5.5%
     Dividend yield                                                         none                  none
     Volatility factor of the expected market price
        of the Company's common stock                                       100%                   54%
     Weighted-average expected life of the option                         4 years                4 years

</TABLE>


The Black-Sholes  option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the Company's stock options have  characteristics  significantly  different from
those of traded options, and because changes in the subjective input assumptions
can materially  affect the fair value  estimate,  in management's  opinion,  the
existing models do not necessarily provide a reliable single measure of the fair
value of its employee stock options.

For purposes of pro forma  disclosures,  the estimated fair value of the options
under SFAS 123 is amortized to expense over the options' vesting period. For the
years ended February 28, 1999 and 1998 pro forma information is as follows:

<TABLE>


                                                                       Year ended February 28,
                                                          --------------------------------------------------
                                                                       1999                     1998
                                                                ===================       ==================
<S>                                                                    <C>                       <C>
Income from continuing operations                          $             1,492,982   $              985,890
                                                                ===================       ==================
Income from continuing operations per share:
   Basic                                                   $                  0.31   $                 0.21
                                                                ===================       ==================
   Diluted                                                 $                  0.35   $                 0.21
                                                                ===================       ==================
Net income (loss)                                          $             1,278,705   $            (101,131)
                                                                ===================       ==================
Net income (loss) per share:
   Basic                                                   $                  0.27   $               (0.02)
                                                                ===================       ==================
   Diluted                                                 $                  0.26   $               (0.02)
                                                                ===================       ==================
</TABLE>

Since no options were granted during the year ended February 28, 1997, pro forma
presentation  of  income  from  continuing  operations  and net  income are not
presented.


<PAGE>


                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)

NOTE G - INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>


                                                                        Year ended February 28,
                                                   ------------------------------------------------------------------
                                                             1999                  1998                   1997
<S>                                                             <C>                    <C>                   <C>
Denominator for basic earnings per share-
  weighted-average shares                                     4,762,561             4,712,503              4,250,124
Effect of dilutive stock options                                152,086                43,402                158,254
                                                        ================      ================      =================
Denominator for diluted earnings per
  share-adjusted weighted-average shares
  and assumed conversions                                     4,914,647             4,755,905              4,408,378
                                                        ================      ================      =================
</TABLE>

The numerator for basic and diluted  income  (loss) per share for the years
ended  February 28, 1999,  1998 and 1997 is the income from continuing
operations and net income (loss) for all such years.

NOTE H - Retirement Plan

The Company  provides a  retirement  plan for all of its  employees  pursuant to
Section 401(k) of the Internal Revenue Code. Subject to the terms and conditions
of the plan, each employee may contribute a maximum of 15% of their compensation
subject  to IRS  limitations.  The  Company  has the option of making a matching
contribution  to the  plan  in any  year.  Matching  contributions  vest  over a
five-year period at 20% per year. The Company provided matching contributions of
approximately  $35,000,  $54,000 and $13,000 during the years ended February 28,
1999, 1998 and 1997, respectively.

NOTE I - MAJOR CUSTOMERS AND CONCENTRATIONS

For the year ended  February  28,  1999,  the Company had three major  customers
accounting for revenues of 14.9%,  14.2% and 13.4%,  respectively.  For the year
ended  February 28, 1998, the Company had three major  customers  accounting for
revenues of 16.5%,  12.9% and 12.2%,  respectively.  For the year ended February
28, 1997, the Company had two major  customers  accounting for revenues of 14.2%
and 14.1%, respectively.

Company policy is to review a customer's  financial condition prior to extending
credit and,  generally,  collateral is not required.  Credit losses are provided
for in the financial statements and have been within management's expectations.

NOTE J - DISCONTINUED OPERATIONS

On January 15,  1999,  the Company  completed  the sale of its CRM  division for
approximately  $2,300,000,  which consisted of approximately  $1,200,000 paid in
cash and notes  receivable of approximately  $1,100,000.  The Company recorded a
gain on the sale of approximately  $226,000, net of taxes of $163,000,  relating
to the cash portion of the proceeds  received in excess of the net assets of the
division.  The Company has  deferred the gain  relating to the notes  receivable
portion of the sales price until such time as its payment is more fully assured.
The notes receivable are summarized as follows:



<PAGE>


                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)

NOTE J - DISCONTINUED OPERATIONS (continued)

o     $1,000,000  secured promissory note, bearing interest at 6.0% beginning on
      July 1, 2001,  payable in 24 equal monthly  installments  of principal and
      interest in the amount of $44,320  commencing  July 31, 2001  through June
      30, 2003.  The present  value of such  promissory  note was  approximately
      $792,000 at its origination.

o     $98,162 secured expense  promissory note,  accruing interest  beginning on
      February 1, 1999,  payable in 24 equal monthly  installments  of principal
      and interest in the amount of $5,286 commencing  February 28, 2001 through
      January 31, 2003.

              Results of operations for the CRM division have been classified as
discontinued  operations  and prior  periods  have been  restated.  For business
segment reporting purposes, data for the CRM division was previously reported as
the segment "CreditRisk Monitor".


Revenues and income from discontinued operations are as follows:
<TABLE>



                                                                   Years ended February 28,
                                            -----------------------------------------------------------------------
                                                           1999                    1998                  1997
                                                     =================        ================      ===============
<S>                                                     <C>                      <C>                    <C>
  Revenues                                      $             667,440    $            297,244   $                -
                                                     =================        ================      ===============

  Operating loss                                $           (757,447)    $        (1,087,021)   $         (114,971)
  Income tax benefit                                          317,598                      -                     -
                                                     -----------------        ---------------       ---------------
  Loss from discontinued operations             $           (439,849)    $        (1,087,021)   $         (114,971)
                                                     =================        ================      ================

  Gain on sale                                  $             388,448
  Income tax expense                                        (162,876)
                                                     -----------------
  Gain on sale, net                             $             225,572
                                                     =================

</TABLE>




   Net assets of discontinued operations at February 28, 1998:
   Current assets                                      $         220,040
   Property and equipment, net                                   193,853
   Other assets                                                  516,260
   Current liabilities                                          (444,279)
                                                            =============
                                                       $         485,874
                                                            =============





<PAGE>


                                MARKET GUIDE INC.
                          Notes to Financial Statements
                                   (continued)

 NOTE K - SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

Selected quarterly financial data for continuing  operations for the years ended
February 28, 1999 and 1998 are presented in the following  table (in thousands):
(Note: Amounts presented below have been restated to present them the effects of
(i) the CRM  division  as a  discontinued  operation,  and/or  (ii) a change  in
accounting for certain operating leases (see Notes C and J)).

<TABLE>


                                                                      Three months ended
                                         May 31, 1998       August 31, 1998       November 30, 1998          February 28, 1999
<S>                                             <C>                   <C>                   <C>                          <C>
Total revenues                        $         2,061       $         2,079    $            2,219           $            2,481
Income from operations                            513                   443                   464                          638
Income before taxes and
discontinued operations                           493                   426                   450                          631
Income from continuing operations
                                                  489                   419                   443                          373
Basic earnings per share from
continuing operations                 $          0.10       $           0.09    $            0.09           $            0.08
Basic weighted average number of
shares outstanding                              4,735                 4,758                 4,769                        4,788
Diluted earnings per share           $            0.10      $         0.09      $            0.09           $             0.07
Diluted weighted average number
of shares outstanding                             4,978               4,951                 4,970                        5,054

                                           May 31, 1997     August 31, 1997       November 30, 1997          February 28, 1998
Total revenues                        $           1,435     $         1,632     $           1,646            $           1,890
Income from operations                               77                 226                   332                          470
Income before taxes and
discontinued operations                              64                 212                   315                          450
Income from continuing operations
                                                     64                 210                   315                          445
Basic earnings per share from
continuing operations                 $            0.01     $          0.05     $            0.07            $            0.09
Basic weighted average number of
shares outstanding                                4,708               4,710                 4,714                        4,718
Diluted earnings per share            $            0.01     $          0.05     $            0.07            $            0.09
Diluted weighted average number
of shares outstanding                             4,733               4,737                 4,754                        4,801

</TABLE>



<PAGE>
<TABLE>


                                                           MARKET GUIDE INC.
                                                     Notes to Financial Statements
                                                              (continued)


                                            Schedule II - Valuation and Qualifying Accounts




                    Column A                            Column B              Column C            Column D            Column E
                    --------
-------------------------------------------------- -------------------- --------------------- ------------------ -------------------

                                                     Balance at the      Additions Charged
                                                    Beginning of the        to Costs and                         Balance at End of
                                                         Period               Expenses           Deductions            Period
-------------------------------------------------- -------------------- --------------------- ------------------ -------------------
<S>                                                            <C>                    <C>                <C>                <C>
Year ended February 28, 1999
Reserves and allowances deducted from asset accounts:
  Allowance for doubtful accounts                              $24,000               $10,000                  -             $34,000

Year ended February 28, 1998
Reserves and allowances deducted from asset accounts:
  Allowance for doubtful accounts                              $24,000                     -                  -             $24,000

Year ended February 28, 1997
Reserves and allowances deducted from asset accounts:
  Allowance for doubtful accounts                              $19,000                $5,000                  -             $24,000

</TABLE>