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

                                   FORM 10-KSB

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2005

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

                         Commission file number: 0-25758

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                      ------------------------------------
            (Name of small business issuer specified in its charter)

           Delaware                                           73-1293914
---------------------------------                             ----------
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                 1214 East 15th Street Brooklyn, New York 11230
                 ----------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-758-3807
                                  ------------
                (Issuer's telephone number, including area code)

         Securities registered under Section 12(b) of the Exchange Act:

                                                 Name of each exchange
       Title of each class                       on which registered
       -------------------                       -------------------
              None                                       None

         Securities registered under Section 12(g) of the Exchange Act:

                                                 Name of each exchange
      Title of each class                        on which registered
     ---------------------                      -----------------------


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Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days.  Yes [X]  No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended February 28, 2005 were $878,381.

The number of shares outstanding of the issuer's Common Stock as of June 29,
2005 was 34,695,667 shares. The aggregate market value of the Common Stock
(27,565,662) held by non-affiliates, based on the approximate average of the bid
and asked prices ($.045) of the Common Stock as of June 29, 2005 was $1,240,455.

Transactional Small Business Disclosure Format (Check one):  Yes [ ]  No [X]

     This Annual Report on Form 10-KSB (the "Report") may be deemed to contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements in
this Report or hereafter included in other publicly available documents filed
with the Securities and Exchange Commission (the "Commission"), reports to the
Company's stockholders and other publicly available statements issued or
released by the Company involve known and unknown risks, uncertainties and other
factors which could cause the Company's actual results, performance (financial
or operating) or achievements to differ from the future results, performance
(financial or operating) or achievements expressed or implied by such
forward-looking statements. Such future results are based upon management's best
estimates based upon current conditions and the most recent results of
operations. These risks include, but are not limited to, the risks set forth
herein, each of which could adversely affect the Company's business and the
accuracy of the forward-looking statements contained herein.



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                                     PART I

ITEM 1.  BUSINESS

GENERAL

     The Company produces, acquires and distributes a variety of products to
educational institutions and consumers using direct marketing through
television, radio, print advertising and Internet advertising. The Company's
principal product to date has been proprietary tutorial education programs on
videotape, DVD and CD Rom for use by adults and children in homes, workplaces,
schools, libraries and other locales. This principal product line, which is
marketed under the brand Math Made Easy(TM), consists of a series of over 100
videotapes, DVD's,CD Roms and supplemental materials on mathematics. The Math
Made Easy(TM) line uses colorful computer graphics and real life vignettes and
is the most complete line of mathematics videotapes available.

     The Company has developed a subsidiary, Tutorial Channel.com which
incorporates various on-line products and services, among them interactive test
taking practice, streaming video featuring the Math Made Easy courseware and
on-line tutoring.

     The Company generates leads through television, radio advertisements and
Internet advertising. The Company utilizes its own inbound and outbound
telephone sales force to convert these leads into sales. Payment is made by
credit card or direct debit to a checking account. The product is then shipped
to the customer. The Company's products have been purchased by over 300,000
customers over the last ten years.

     The Company's objective is to become the premiere resource for parent and
students across the country for their tutorial and remedial home study programs.
The Company's website, Mathmadeeasy.com, provides a full menu of the Company's
tutorial programs with easy to use ordering facilities. The Company has
experienced a steady increase in both visitors to its website as well as sales
conducted through the website. The Company has recently begun to promote its
membership plan on the Tutorial Channel to its customer base, whereby these
customers will be billed $29.95 per month for basic membership and a limited
amount of on-line tutoring. The Company plans on expanding its promotion of
Tutorialchannel.com through Internet advertising and promotions to its large
database of prospects and customers.

THE PRODUCTS

     The Company's products consist of an extensive line of "Math Made Easy(TM)"
and "Reading Made Easy(TM)" videotapes, DVD's and ancillary material for direct
sale to consumers via direct marketing through national and local TV and radio
advertising. See "Sales Marketing & Distribution"

CURRENT PRODUCTS

     The Company's Math Made Easy line covers all levels of math from pre-school
through elementary school as well as high school and college levels. These
products are intended to provide a comprehensive review of the subject matter in
a condensed and efficient format. Typically, an entire year's course is
condensed into less than five hours of programming consisting of videotape or
DVD lesson reviews accompanied by computer graphics and exercises. The average
math consumer order consists of a set of five educational videotapes or DVD's at
a price of $150. Sets of five videotapes are sold to schools at a price of $200,
and $9.95 per each additional workbook. The Company has also entered into
non-exclusive agreements with various companies to distribute tapes of reading
and literacy educational products as part of its Reading Made Easy(TM) series.
The products include reading readiness, letter identification, grammar, and
reading comprehension which cover topics from preschool through junior high
school. The various titles include DVD's, audiotapes and workbooks and flash
cards. The Company purchases these products at discounted rates from the
respective manufacturers or distributors and then distributes them through the
Company's direct marketing division. The average reading consumer order consists
of five videotapes or DVD's at a price of $159 for each order.


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NEW FORMATS

     The Company has converted its videotapes into the more popular DVD format.
This format enables the customer to use the Company's programming on his
computer where a DVD drive is included. It also enables the customer to skip
easily from one topic to another topic.

PRODUCT DEVELOPMENT

     The Company produces many of its own math videotape and DVD products and
supplemental workbooks developed by the Company's educational coordinators. The
Company employed Dr. Meryle Kohn, chairperson of the mathematics and science
departments at New York Institute of Technology, as its curriculum coordinator
in the production of many of its programs. The Company currently employs a staff
of educational writers and software developers who are currently preparing
content for the Company's subsidiary, Tutorialchannel.com. The Company plans on
producing additional titles in the mathematics field.

     Many of the Company's videotapes include colorful computer graphics and
real life vignettes, certain of which are scripted by professional writers. The
curriculum writers seek to augment comprehension of the materials by numerous
examples, which are solved on a step by step basis. The curriculum invites
interaction by requesting the viewer to pause and to solve designated problems
before restarting the videotape to view the step by step solution.

PRODUCT ACQUISITION

     In addition to developing its own math product, the Company purchases or
licenses product from third parties, such as the Reading Made Easy(TM) line.

THE MARKET

     GENERAL. Education is second only to health care in annual expenditures in
the U.S. representing almost ten percent of GNP, $400 to $600 billion. Fully 40
percent of students encounter some difficulty at various times mastering
mathematics and science. The loss of individualized instruction in many school
districts places an additional burden on the home, requiring supplemental
education products that are both informative and challenging.

     The situation is against the backdrop of 50 to 75 million students in our
school system at any one time. There are currently 106,000 schools offering
education to students in grades K-12 in the U.S. representing a total of over 52
million children in the U.S.

     Much of the activity in the for-profit education industry lies in
post-secondary education and in niches around the margins of traditional
pre-collegiate education. Those niches include tutoring, test preparation,
college counseling, electronic learning and the education of at-risk children.

     The Company's Math Made Easy website lies at the intersection of the
consumer market for educational and developmental products for children, and the
increasing acceptance of Internet-based commerce. Traditional retailers of
educational products, including mass market retailers, typically lack a focus on
education, do not evaluate the products they offer and may not understand the
development needs of individual children.

     In addition, these retailers often have a narrow product selection due to
physical space limitations, have high facilities and staffing costs, offer
limited service, and lack merchandising flexibility and shopping convenience.
Because of the limitations of the traditional retail distribution channel, the
Internet has the potential to become a key resource utilized by parents to pick
from a broad range of educational products and services to meet children's
needs.

     The recently enacted Federal education legislation known as "no child will
be left behind" promises to open up a significant new channel for the Company to
market its educational products and on-line services to the school system. The
government is currently allocating over $600,000,000 per year to fund its
tutorial subsidies.


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     Education has boomed as a for-profit industry in the past few years for the
following reasons:

     o    In the last five years we have seen one report after another decrying
          the condition of public education.

     o    Parents are more willing than ever to spend money to supplement their
          children's schooling and give them a leg-up in the college admissions
          process. That trend has particularly benefited tutoring and test-prep
          companies.


     EDUCATION AND THE INTERNET. As a result of a number of societal trends,
including constraints on school budgets and the increasing use of standardized
tests, many parents are taking a more active role in their children's education.
In their efforts to help their children learn, improve their children's
standardized test scores and make learning fun, parents are increasingly
purchasing educational books, toys and games, and software over the Internet.

     Parents are faced with the challenge of finding quality educational
products and selecting the right products for their children. With thousands of
educational products to choose from and few reliable sources of information,
finding the appropriate products for a specific child's needs and goals can be
overwhelming and confusing. Parents seek a resource for comprehensive and
trusted educational content and product information to help them make informed
purchase decisions. The Company's management vision is to develop a broad array
of focused tutorial programs offered by sale and subscription over the Internet
and to be identified as the premier source in this category.

     SUPPLEMENTAL EDUCATION AT HOME. The Company believes that parents are
increasingly concerned about the quality of their children's education and are
seeking to supplement the existing curricula. In particular, they are seeking to
use televisions and videotape players now found in most homes for educational
purposes. In addition, the Company believes that adults going back to school to
prepare for career moves or promotions are an ever growing potential market for
its educational videotapes and DVD's. The Company has found that its primary
customers are parents with children in the educational system. The Company's
efforts to date have resulted in a database of more than 500,000 names, of which
300,000 ordered product, and approximately 200,000 names of potential customers.

     SCHOOLS. As part of the drive to improve education, the Company believes
that school districts may increasingly allocate available funds to the
acquisition of educational tools. The Company believes that the possible
expansion of this market and the increased availability of funds may present an
important opportunity for its products.

     In the fiscal year ended February 28, 2005, consumer videotape and DVD
sales and school videotape and DVD sales constituted approximately 85%, and 15%
of total educational sales, respectively. For the fiscal year ended February 29,
2004, consumer videotape sales and school videotape sales constituted
approximately 80% and 20% of total educational sales, respectively.

SALES, MARKETING AND DISTRIBUTION

     The Company sells its programs on videotape and DVD to schools and
consumers. Whereas in the past the Company procured its leads exclusively from
national radio advertising, in the last several quarters the Company has been
able to reduce its lead cost by shifting to Internet advertising. The Company
maintains an in house sales force and is able to convert generally 25% of its
leads into customers. As the Company continues to expand its sales force it will
seek out new Internet advertising opportunities and radio advertising
opportunities to increase its volume of leads.

     The Company conducts an active outbound sales program to its past customers
in which it provides previous customers the follow-up course at a discounted
price.


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     The Company maintains active relationships with several school and library
distributors who order a wide array of the Company's programs. Additionally, the
Company deals directly with a significant number of school districts who order
the Company's programs from time to time.

     Credit cards are the preferred method of payment, both for the Company and
for its customers. These cards are either billed in full or in partial monthly
payments. The Company also offers consumers who do not wish to use their credit
card another means of payment; an automatic check debit, in which the customer
is shipped the merchandise after he offers the Company his bank name and
checking account number.


PERSONNEL AND TRAINING

     The Company believes that the quality of its employees is a key factor in
its effort to develop a profitable sales business. All salespeople receive a
detailed review of each product they will be selling. In addition, the Company
trains its salespeople in the art of converting an inquiry into a sale. A
salesperson is in training for approximately 5 days, prior to working on a
full-time basis. Furthermore, the Company continually monitors sales
conversations to assure quality and customer satisfaction. Compensation is based
on a combination of salary and commission. See "Risk Factors."

RETURNS, GUARANTY AND WARRANTY POLICIES

     The Company offers its customers a 90 day money back guarantee during which
period they may return the merchandise for an exchange or full credit. The
Company believes that a money back guaranty policy is essential to the success
of its sales efforts. In addition, management of the Company has implemented
policies and procedures intended to minimize the number of returned products.
These policies and procedures include increasing the appeal of the Company's
products by designing more attractive packaging, enclosing with its shipments
full color catalogues and parent guides, and offering free on-line tutoring. In
addition, the customer service department, which must be contacted before
merchandise is returned, has been trained to specifically reduce returns. See
"Risk Factors."

SEASONALITY

     The Company's educational sales business is highly seasonal. Demand falls
off significantly during summer and mid-winter school vacation periods. This
seasonality greatly affects the Company's advertising campaigns, which must be
timed to coincide with the annual periods when demand is traditionally high.

ADVERTISING AVAILABILITY

     Should the Company move back into radio advertising, it will be subjected
to wide swings in airtime availability. In the Internet arena, as more
advertisers compete for web customers, advertising prices may significantly
increase, reducing the Company's profitability.


PROPRIETARY RIGHTS

     The Company has received certificates of registration with the United
States Trademark Office for the following trademarks: MATH MADE EASY, PASSPORT
TO MATH SUCCESS, LEARNING TRENDS, AND REAL LIFE MATH. The Company has filed
applications with the United States Trademark Office for the registration of
READING MADE EASY.


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EMPLOYEES

     As of June 23, 2005, the Company had 22 employees, of whom 2 were executive
officers, 17 were engaged in sales, and 3 were in educational software
development, support and administrative staff. The Company has made significant
reductions in personnel in order to reduce overhead expenses. The Company
retains outside consultants to augment its computer, telephone and telemarketing
expertise. The Company also relies on several outside consultants for expertise
in hardware, software and curriculum development. The Company believes that its
relationship with its employees is generally satisfactory.

                                  RISK FACTORS

     The Company's business involves a high degree of risk. Shareholders and
investors should carefully consider the following risk factors and the other
information included in this Report. Financial Condition of the Company; History
of Losses; Going Concern Qualification in Certified Public Accountant's Report;
Company Highly Leveraged.


HISTORY OF OPERATING LOSSES

     The Company has experienced significant losses from operations since
inception. It experienced losses of $433,056 and $500,525 for the fiscal years
ended February 28, 2005 and February 29, 2004. As of February 28, 2005, the
Company had a working capital deficit of $5,643,491 and an accumulated deficit
of $19,221,780. The Company's working capital requirements have been met
primarily from loans and private sales of securities provided by management and
other investors, but there can be no assurance the Company will be able to
obtain such funds in the future. As of February 28, 2005, the Company had
outstanding investor loans and advances aggregating $2,218,879 of which a
certain amount may be converted into equity. All of this amount is currently due
and payable, and there can be no assurance the Company will be able to convert
the debt to equity, or generate the funds from operations or further financings
to repay these obligations. Currently, the Company's sales volume is not
sufficient to repay this indebtedness. In addition, the Company's operating
expenses are anticipated to increase significantly in the future if the Company
is able to implement its expanded marketing strategy. Although the Company is
seeking additional funds to allow it to repay its current debt, expand its
customized sales operations and develop its e-commerce business plan, there can
be no assurance that the Company will not continue to experience such losses or
will ever generate revenues at levels sufficient to support profitable
operations. The Company has received a report from its independent public
accountants, that includes an explanatory paragraph describing the uncertainty
as to the ability of the Company to continue as a going concern. See
"Management's Discussion and Analysis or Plan of Operation" and "Consolidated
Financial Statements."

NEED FOR ADDITIONAL FINANCING

     The Company has limited resources and has not been able to finance its
activities with the proceeds from operations and there can be no assurance it
will be able to do so in the future. The Company is seeking additional financing
in order to meet its debt repayment obligations and to maintain and potentially
expand its current operations. Even if the Company is able to obtain funding,
there can be no assurance that a sufficient level of sales will be attained to
fund such operations or that unbudgeted costs will not be incurred. Future
events, including the problems, delays expenses and difficulties frequently
encountered by similarly situated companies, as well as changes in economic,
regulatory or competitive conditions, may lead to cost increases that could make
the net proceeds of any new funding and cash flow from operations insufficient
to fund the Company's capital requirements. There can be no assurances that the
Company will be able to obtain such additional funding from management or other
investors on terms acceptable to the Company, if at all. Additional financings
may result in dilution for then current stockholders. See "Management's
Discussion and Analysis or Plan of Operation."


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FUTURE ISSUANCES OF STOCK; DILUTION TO CURRENT STOCKHOLDERS

     The Company currently has outstanding options, warrants and other rights to
acquire an aggregate of approximately 12,824,343 shares of Common Stock and as
of June 28,2005, the price of the Company's current stock as quoted on the NASD
Electronic Bulletin Board was approximately $.05 per share. Any future issuances
may substantially dilute the holdings of the Company's current stockholders.
Furthermore, such issuances could result in a change of control of the Company.
See "Need for Additional Financing."

RETURNS

     The Company typically experiences returns of 15-25% which is standard for
the direct marketing industry.

SEASONALITY AND AVAILABILITY OF MEDIA TIME

     As the Company has shifted its advertising dollars from radio to Internet,
the Company has effectively eliminated its dependence on the availability of
advertising inventory which fluctuates widely according to seasonality and
demand versus supply. The Company may return to radio and be subject to these
fluctuations. In the Internet arena, as more advertisers compete for web
customers, advertising prices may significantly increase, reducing the Company's
profitability.

INFLUENCES OF THE ECONOMY

     The economic climate, if it worsens, may diminish the performance of the
Company's own advertising campaign on behalf of its own Math Made Easy(TM)
products.

LIMITED PRODUCT LINE

     In the fiscal year ended February 28, 2005, most of the Company's
educational sales were from the Math Made Easy(TM) product line. The Company is
currently selling its math programs in both videotape, DVD, and CD Rom formats.
Many of the educational product companies have reconfigured their videotape
based programs into interactive computer software. The Company has plans to do
this as well but may lack the financing to successfully complete this project.

     Although the Company is continually seeking to introduce additional product
lines there can be no assurance that these new product lines will generate
significant sales. In the event that the popularity of the Math Made Easy(TM)
product line decreases or faces increased competition, the Company's sales would
be adversely affected and if not replaced by substantially increased sales from
other products, the Company could be forced to cease operations.

CREDIT CARD FRAUD

     Credit card fraud perpetrated by disreputable telemarketing operations have
adversely affected the willingness of the consumers to make use of their credit
cards by telephone. This may adversely affect the Company's ability to secure
credit card orders.

TURNOVER RATE

     Recruiting, training and retaining qualified salespeople is essential for
the Company. There is a high turnover rate among salespeople as a result of the
frustration of the sales process, the high pressure atmosphere, and the reliance
on commissions as a major component of salaries. The training of salespeople is
a lengthy process, which involves learning a complex product line and special
sales techniques. In addition, it is essential that the Company utilize the
optimal number of salespeople for its level of advertisements. Too many
advertisements may overwhelm the salespeople while too few advertisements may
lead to a drop in the commissions, which will cause the salespeople to leave the
Company. Furthermore, the ability of the Company to convert leads into sales is
largely dependent on the expertise of its salespeople. There can be no assurance
that the Company will be able to continue to recruit and retain a qualified team
of salespeople.


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COMPETITION

     The Company's educational videotape and DVD offerings compete with a
variety of software related tutorials of well established companies, who market
their materials in computer software related stores. These companies typically
provide a significant advertising budget to support their retail sales programs.
In addition, the Company's self help tutorial programs compete with local and
national privately owned learning centers such as Sylvan Learning Corp as well
as Kaplan's educational testing centers. These companies allocate many millions
of dollars to support the branding of these centers. Almost all of these
competitors have greater financial resources, greater public and industry
recognition and broader marketing capabilities than the Company. The market is
also characterized by numerous small companies, with whose products the Company
may be unfamiliar, and which may be competitive with the Company's products. The
Company's products also compete with other methods of education such as private
tutors and televised programs. With respect to the Company's new marketing
through Internet advertising, the Company recognizes that the Internet currently
hosts many other educational and children related sites that include competitive
educational videos and software. This could ultimately diminish demand for the
Company's products.

DEPENDENCE ON MANAGEMENT

     The Company's business is significantly dependent upon the personal efforts
and continued availability of Barry Reichman, its Chief Executive Officer. The
loss or unavailability to the Company of Mr. Reichman could have a Material
adverse effect upon the Company's business operations and prospects. To the
extent that the services of Mr. Reichman are unavailable to the Company for any
reason, the Company would be required to procure other personnel to manage and
operate the Company. There can be no assurance that the Company would be able to
locate or employ such personnel on acceptable terms, if at all.

GOVERNMENT REGULATION

     In response to the concerns of consumer advocacy groups and as a result of
the practices of a number of unscrupulous telemarketing companies, the Federal
Trade Commission and the Federal Communications Commission have promulgated
rules regulating the telemarketing industry. The Company is not directly
affected by the new government regulations restricting unsolicited calls to
consumers who place themselves on a "do not call" list since the Company does
not initiate any cold calls to consumers who have not made a prior inquiry to
the Company. Nevertheless, the pervasive negative opinion on telesales calls
could adversely affect the Company's sales campaigns.

DELISTING FROM NASDAQ SMALL CAP MARKET; MAINTENANCE CRITERIA FOR NASDAQ
SECURITIES; PENNY STOCK RULES

     On April 17, 1997, the National Association of Securities Dealers, Inc.
Automated Quotation System Stock Market ("NASDAQ") delisted the Company's Common
Stock and Warrants from trading on the NASDAQ Small-Cap Market because the
minimum bid price of the Company's Common Stock had been below the requirement
of $1.00 per share. In order to regain a listing for the Company's securities on
the NASDAQ Small-Cap Market, the Company's Common Stock must have a minimum bid
price of $4.00 per share and at least three market makers for the trading
securities. In addition, the Company must either have $4,000,000 in net tangible
assets, a market capitalization of at least $50,000,000, or net income of at
least $750,000 in its most recently completed fiscal year or in two of the three
last completed fiscal years, and the Company must have at least 1,000,000
publicly traded shares not held by affiliates of the Company ("public float"),
with a market value of at least $5,000,000, and at least 300 stockholders of
record. There can be no assurances that the Company will be able to meet the
requirements for relisting on the NASDAQ Small Cap Market.

     If the Company's securities are again listed on the NASDAQ Small-Cap
Market, in order to maintain such listing the Company must continue to be
registered under Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). In addition, NASDAQ has proposed increasing the requirements
for maintaining a NASDAQ Small-Cap listing to require either: (1) net tangible
assets of at least $2,000,000, (2) a market capitalization of $35,000,000 or (3)


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net income in at least two of the last three years of $500,000, and at least 300
holders of record, a minimum bid price of $1.00 per share, at least two market
makers and a public float of at least 500,000 shares with a market value of at
least $1,000,000. There can be no assurance that the Company would be able to
meet the requirements for maintaining a listing on the NASDAQ Small-Cap Market.

     Failure to regain or to maintain NASDAQ Small-Cap Market listing will
probably depress the market value of the Common Stock and purchasers likely
would find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of, the Common Stock.

     In addition, if the Company cannot obtain a NASDAQ Small-Cap Market listing
for its securities, and no other exclusion from the definition of a "penny
stock" under the Exchange Act is available, then the Company's stock will
continue to be subject to additional federal and state regulatory requirements.
Rule 15g-9 under the Exchange Act, among other things requires that
broker/dealers satisfy sales practice requirements, including making
individualized written suitability determinations and receiving any purchaser's
written consent prior to any transaction. The Company's securities could also be
deemed penny stocks under the Securities Enforcement and Penny Stock Reform Act
of 1990, which requires additional disclosure in connection with trades in the
Company's securities, including the delivery of a disclosure schedule explaining
the nature and risks of the penny stock market. Such requirements can severely
limit the liquidity of the Company's securities and the ability of purchasers to
sell their securities in the secondary market.

LIMITED PUBLIC TRADING MARKET FOR THE COMPANY'S SECURITIES, VOLATILITY

     There is only a limited public trading market for the Company's securities
and no assurances can be given that a liquid market will develop or, if
developed, that it will continue to be maintained. There can be no assurance
that a more active trading market will develop or, if developed, that it will be
maintained. In addition, there can be no assurance that the Company will obtain
relisting of its securities on NASDAQ. See "Maintenance Criteria for NASDAQ
Securities; Delisting from NASDAQ Small Cap Market; Penny Stock Rules."

LIMITATION OF USE OF NET OPERATING LOSS CARRYFORWARDS

     As of February 28, 2005, the Company had federal net operating loss
carryforwards of approximately $12,400,000, portions of which expire yearly
through 2025 (subject to certain limitations). This balance gives effect to
annual limitations on the utilization of the loss carryforwards caused by
"ownership changes" as defined in Section 382 of the Internal Revenue Code. If
there is any additional ownership change, there can be no assurance as to the
specific amount of net operating loss carryforwards available in any post-change
year since the calculation is based upon a fact-dependent formula. See
"Management's Discussion and Analysis or Plan of Operation--Liquidity and
Capital Resources."

NO DIVIDENDS

     The Company has never paid any dividends on its Common Stock. The payment
of future dividends will be dependent upon earnings, financial requirements of
the Company and other factors deemed relevant by the Company's Board of
Directors. For the foreseeable future it is anticipated that any earnings which
may be generated from operations of the Company will be used to finance the
growth of the Company and that cash dividends will not be paid to holders of
Common Stock.

ISSUANCE OF PREFERRED STOCK; POTENTIAL ANTI-TAKEOVER EFFECT

     Certain provisions of Delaware law and the Company's certificate of
incorporation and by-laws could make more difficult a merger, tender offer or
proxy contest involving the Company, even if such events could be beneficial to
the interests of the stockholders. The Board of Directors has the authority to
issue up to 1,000,000 shares of Preferred Stock in one or more series and to fix
the number of shares constituting any such series, the voting powers,
designation, preferences and relative participation, optional or other special


                                       10
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rights and qualifications, limitations or restrictions thereof, including the
dividend rights and dividend rate, terms of redemption (including sinking fund
provisions), redemption price or prices, conversion rights and liquidation
preferences of the shares constituting any series, without any further vote or
action by the stockholders. The issuance of preferred stock by the Board of
Directors could adversely affect the rights of the holders of Common Stock. For
example, such issuance could result in a class of securities outstanding that
would have preferences with respect to voting rights and dividends and in
liquidation over the Common Stock, and could (upon conversion or otherwise)
enjoy all of the rights appurtenant to Common Stock. The authority possessed by
the Board of Directors to issue preferred stock could potentially be used to
discourage attempts by others to obtain control of the Company through a merger,
tender offer, proxy contest or otherwise by making such attempts more difficult
to achieve or more costly. Such provisions could limit the price that certain
investors might be willing to pay in the future for shares of the Company's
Common Stock or preferred stock.

ITEM 2.  PROPERTIES

     The Company leases an approximate 1,400 square foot facility at 1214 East
15th Street, Brooklyn, New York, which houses its telemarketing and other staff.
This lease, which currently calls for monthly rent of $2,500 is scheduled to
expire in February, 2006.

ITEM 3.  LEGAL PROCEEDINGS

     The Company had made a settlement with one of its creditors that had begun
litigation on January 6, 2000 in Superior Court, Judicial District of
Stanford/Norwalk, whereby it has settled a $235,000 claim for $190,000 with a
29-month payout schedule. The Company has paid approximately $30,000 in honor of
this settlement; however, since the creditor has not honored the terms of the
settlement agreement to activate and to provide upgrades of its software, the
Company has discontinued its schedule of payments. The Creditor sued the Company
in the state of Connecticut but the court ruled that the creditor could not
proceed with the suit in the State of Connecticut.

     The Company has settled with its largest creditor to whom it owed
approximately $600,000. The creditor has settled for $150,00 with a four year
payout schedule. The Company is currently conforming to the schedule. The
original judgment that the creditor held against the Company was withdrawn.
However, the creditor has a stipulated judgment whereby in the event that the
Company defaults on its payments the creditor can obtain a judgment for the
remaining balance plus a penalty of $150,000.

     The Company is subject to a claim for Federal and Unemployment Taxes for
approximately, $400,000, and $100,000 respectively which the Company is
disputing. With regard to the Federal payroll tax the Company has received
notice of a levy in the amount of $83,448.33 against certain of the Company's
assets. It has also received notice from the Federal Government and the
Department of Labor of various liens with regard to the above arrears. The
Company is in the process of filing a 941c adjustment which should eliminate all
or at least a substantial portion of these tax arrears. It is doing so under
advice of legal counsel who specializes in payroll tax issues. There is no
assurance that the Company will be successful in resolving this dispute and
having these liens removed.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.


                                       11
<PAGE>

                                     PART II

ITEM 5.  MARKET PRICE OF REGISTRANT'S COMMON EQUITY AND EQUITY AND RELATED
         STOCKHOLDER MATTERS

     The Company's Common Stock and Warrants are listed for trading on the NASD
Electronic Bulletin Board under the symbols MMTS and MMTSW, respectively.

     The following table sets forth the high and low sales price for the
Company's Common Stock in each quarter of the fiscal years ended February 28,
2003 and 2004 and the initial quarter of the fiscal year ending February 28,
2005, and further reflects the period preceding and following May 24, 1999, the
date on which the Company effected a one-for-ten reverse split of the issued and
outstanding Common stock. These quotations have been reported by the National
Association of Securities Dealers, Inc. and represent quotations by dealers
without adjustments for retail mark-ups, mark-downs or commissions and may not
represent actual transactions.

COMMON STOCK

                                         Bid Prices              Asked Prices
                                         ----------              ------------
                                       High        Low           High      Low
                                       ----        ---           ----      ---
Year Ending February 29, 2004
1st Quarter                            0.012      0.012          0.012    0.012
2nd Quarter                            0.012      0.008          0.015    0.011
3rd Quarter                            0.008      0.006          0.011    0.01
4th Quarter                            0.18       0.007          0.19     0.011


Year Ending February 28, 2005
1st Quarter                            0.13       0.038          0.15     0.045
2nd Quarter                            0.13       0.04           0.20     0.055
3rd Quarter                            0.08       0.05           0.10     0.065
4th Quarter                            0.07       0.04           0.08     0.05

Year Ending February 29, 2006
1st Quarter                            0.06       0.035          0.08     0.042

     The closing bid and asked sales prices of the Common Stock, as traded in
the over-the-counter market, on June 23, 2005 were approximately $.04 and $.05,
respectively. These prices are based upon quotations between dealers, without
adjustments for retail mark-ups, mark-downs or commissions, and therefore may
not represent actual transactions.

     The Company has not paid a cash dividend on its Common Stock since its
inception and, by reason of its present financial status and its contemplated
financial requirements, does not anticipate paying any cash dividends in the
foreseeable future. It is anticipated that earnings, if any, which may be
generated from operations will be used to finance the operations of the Company.

SALES OF UNREGISTERED SECURITIES

     During the year ended February 28, 2005 the Company issued 3,880,000 shares
of common Stock attached to the issuance of $388,000 of Series "D" Unsecured
Convertible Promissory notes. The Company received net proceeds of $313,000; the
remaining $75,000 notes were issued as fees for securing these notes. These
notes accrued interest at 10% per annum and are due two years from the date of
issuance. The conversion of the notes is at the option of the note holder at the
lesser of $0.50 per share or 50% of the average of the closing bid price on
shares of the Company's common stock during the five day period prior to the
note holder excising the conversion feature. The conversion price has a minimum
conversion price of $0.10 per share. These shares along with the beneficial
conversion feature of the note have been valued at $303,000 to be amortized over
the life of the notes or until such time they are converted. All Series "D" note
holders converted their notes at the time of issuance, and accordingly the
Company issued an additional 3,880,000 shares of common stock valued at
$388,000, and has fully amortized the deferred beneficial conversion of $303,000
as interest expense. The Company also issued 500,000 Common shares to liquidate
certain trade payables valued at $35,000; the Company also issued 275,000 shares
in payment of interest of $19,500; the Company also issued 465,000 shares in
payment of professional services valued at $40,800. The Company also issued
4,000,000 common shares upon the exercise of options issued to the Company's
President. These options shares valued at $0.01 per share, or $40,000, is for
payment of accrued salaries to this officer. The Company also issued 1,500,000
common shares for consulting services of $195,000. Of these services $130,000
were for services previously performed. The remaining $65,000 was for future
services and has been recorded as deferred compensation of which $46,041 has
been earned in the year ended February 28, 2005. The Company also converted
notes payable totaling $115,000 into 1,275,000 shares of common stock in the
year ended February 28, 2005.


                                       12
<PAGE>

     These transactions were exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     THIS REPORT, INCLUDING THE DISCLOSURES BELOW, CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
WHEN USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES"
AND SIMILAR EXPRESSIONS, AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT, ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH MATERIAL DIFFERENCES INCLUDE THE FACTORS DISCLOSED IN THE
"RISK FACTORS" SECTION OF THIS ANNUAL REPORT ON FORM 10-KSB, WHICH READERS OF
THIS REPORT SHOULD CONSIDER CAREFULLY.

RESULTS OF OPERATIONS

     RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED FEBRUARY 28, 2005 AND
FEBRUARY 29, 2004. Net sales for the fiscal year ended February 28, 2005 were
$878,381 compared to $844,438 in the fiscal year ended February 29, 2004. .

     Gross profit was $729,624 in 2005 compared to $679,045 in 2004.

     Selling, general and Administrative expenses were $929,282 in 2005 compared
to $969,553 for 2004.

     Interest expense was $752,166 in 2005 compared to $268,485 in 2004.

     Loss from operations was $199,658 in 2005 compared to $290,508 in 2004. The
smaller loss reflects an improvement in the Company's advertising results. The
Company continued in the year ended February 2005 to improve the efficiency of
its advertising expenditures by eliminating non effective advertising and
optimizing the effectiveness of its paid advertising. Furthermore, the Company
has been successful in improving its search engine optimization on the internet
which has resulted in a steady stream of sales from visitors to its website
without incurring cost of advertising.

     Net loss was $ 433,056 in 2005 compared to $500,525 in 2004.

     LIQUIDITY AND CAPITAL RESOURCES. The Company's cash increased to $1,843 at
February 28, 2005 from $1,572 at February 29, 2004.

     Net cash used in operating activities in 2005 was $299,689 compared to
$35,274 in 2004.

     Net cash used in investing activities in 2005 was 27,853 compared to none
in 2004.

     Net cash provided from financing activities in 2005 was $327,813, compared
to $28,500 in 2004.

     As of May 24, 1999, the Company effected a reverse split of its issued and
outstanding Common Stock on a one-for-ten basis.

     During the year ended February 28, 2005 the Company issued 3,880,000 shares
of common Stock attached to the issuance of $388,000 of Series "D" Unsecured
Convertible Promissory notes. The Company received net proceeds of $313,000; the
remaining $75,000 notes were issued as fees for securing these notes. These
notes accrued interest at 10% per annum and are due two years from the date of
issuance. The conversion of the notes is at the option of the note holder at the
lesser of $0.50 per share or 50% of the average of the closing bid price on
shares of the Company's common stock during the five day period prior to the
note holder excising the conversion feature. The conversion price has a minimum
conversion price of $0.10 per share. These shares along with the beneficial
conversion feature of the note have been valued at $303,000 to be amortized over
the life of the notes or until such time they are converted. All Series "D" note
holders converted their notes at the time of issuance, and accordingly the
Company issued an additional 3,880,000 shares of common stock valued at
$388,000, and has fully amortized the deferred beneficial conversion of $303,000
as interest expense. The Company also issued 500,000 Common shares to liquidate
certain trade payables valued at $35,000; the Company also issued 275,000 shares
in payment of interest of $19,500; the Company also issued 465,000 shares in
payment of professional services valued at $40,800. The Company also issued
4,000,000 common shares upon the exercise of options issued to the Company's
President. These options shares valued at $0.01 per share, or $40,000, is for
payment of accrued salaries to this officer. The Company also issued 1,500,000
common shares for consulting services of $195,000. Of these services $130,000
were for services previously performed. The remaining $65,000 was for future
services and has been recorded as deferred compensation of which $46,041 has
been earned in the year ended February 28, 2005. The Company also converted
notes payable totaling $115,000 into 1,275,000 shares of common stock in the
year ended February 28, 2005.


                                       13
<PAGE>

     In February 2003 the Company received $50,000 for the issuance of its "C"
unit, which includes a convertible, unsecured promissory note. The note accrues
interest at the rate of 10 percent per annum payable in cash upon maturity, and
the note is due in three years from the date of issuance. In connection with the
"C" unit, the Company has committed to issue to the investor 500,000 shares of
unregistered common stock. The notes are convertible into common stock at the
lesser of: (i) $0.50 per share, or (ii) 50% of the average of the closing bid
price for the Common Stock during the five days immediately preceding
conversion. However, the notes may not be converted at a price of less than
$0.10 per share. The Company received $10,000 during the year ended February 29,
2004 through the issuance of a second note due July, 2006 having the same terms
and conditions as the previous note described herein.

     The Company had made a settlement with one of its creditors that had begun
litigation on January 6, 2000 in Superior Court, Judicial District of
Stanford/Norwalk, whereby it has settled a $235,000 claim for $190,000 with a
29-month payout schedule. The Company has paid approximately $30,000 toward this
settlement; however, since the creditor has not honored the terms of the
settlement agreement to activate and to provide upgrades of its software, the
Company has discontinued its payments. The Creditor sued the Company in the
state of Connecticut but the court ruled that the creditor could not proceed
with the suit in the State of Connecticut.

     The Company has settled with its largest creditor to whom it owed
approximately $600,000. The creditor has settled for $150,000 with a four year
payout schedule. The Company is currently conforming to the schedule. The
original judgment that the creditor held against the Company was withdrawn.
However, the creditor has a stipulated judgment whereby in the event that the
Company defaults on its payments the creditor can obtain a judgment for the
remaining balance plus a penalty of $150,000.

     The Company is subject to a claim for Federal and Unemployment Taxes for
approximately, $400,000, and $100,000 respectively which the Company is
disputing. With regard to the Federal payroll tax the Company has received
notice of a levy in the amount of $83,448.33 against certain of the Company's
assets. It has also received notice from the Federal Government and the
Department of Labor of various liens with regard to the above arrears. The
Company is in the process of filing a 941c adjustment which should eliminate all
or at least a substantial portion of these tax arrears. It is doing so under
advice of legal counsel who specializes in payroll tax issues. There is no
assurance that the Company will be successful in resolving this dispute and
having these liens removed

     As of February 2, 2000, the Company converted an account payable of
$135,500 due to its former accountants, Holtz Rubenstein & Co., LLP, into a
one-year Series B Note, in the principal amount of $135,500, bearing interest at
the rate of 10% PER ANNUM. As of February 2001, this note has expired and Holtz
Rubinstein & Co has received a judgment for $120,000. The complaint by Holtz
Rubenstein was entered April, 2001 in Supreme Court, Suffolk County.

     The Company continues to meet its working capital requirements through debt
and equity funding from outside sources and internally generated funds. In
addition, the Company may have increased capital requirements as it seeks to
expand its product lines and customized telemarketing services. In order to meet
its current and future cash requirements, the Company is in discussions to
negotiate additional debt and equity financing. There can be no assurance that
any financing will be successful nor that the Company will be able to fund
internally its working capital requirements or meet its debt repayment
obligations. In the event that the Company is unable to secure additional
financing, it may be obligated to significantly reduce its operations and seek
to sell assets, which would have a material adverse affect on the Company's
prospects and financial results.

     The Company received a report from its independent public accountants, that
includes an explanatory paragraph describing the uncertainty as to the ability
of the Company's operations to continue as a going concern.


                                       14
<PAGE>

     The Company's operations have not been materially affected by the impact of
inflation.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements are included herein commencing on page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES

     None



                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Officers and Directors

     The officers and directors of the Company, as of May 28,2004, are as
follows:

     NAME                    AGE                    POSITION
     ----                    ---                    --------

 Barry Reichman               54            Chief Executive Officer,
                                            Chief Financial Officer and Director

 Anne Reichman                51            Director

     BARRY REICHMAN has been Chief Executive Officer and a Director of the
Company since August 1994, and Chief Financial Officer since September, 1999.
From 1985 until 1994, he was Secretary and a Director of VTS. Mr. Reichman holds
a B.A. in Economics from Yeshiva University and an M.B.A. from Baruch College.
He is the husband of Anne Reichman, a Director of the Company.

     ANNE REICHMAN has been a Director of the Company since October 1994. Ms.
Reichman was elected Secretary of the Company in March 1995. From 1985 until
1994 she developed and oversaw the computer and order fulfillment system for VTS
and supervised internal accounting. Ms. Reichman was also an assistant producer
in a number of VTS mathematics videotape productions and authored several math
workbooks. Ms. Reichman holds a B.A. in Mathematics from Yeshiva University. Ms.
Reichman is the wife of Barry Reichman, President and a Director of the Company.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth information with respect to compensation
paid by the Company for services to the Company during the two (2) fiscal years
ended February 29, 2004, to the Company's Chief Executive Officer and other
officers of the Company who received annual compensation in excess of $100,000.


                                       15
<PAGE>

                           SUMMARY COMPENSATION TABLE

     SUMMARY COMPENSATION TABLE. The following table sets forth certain
information concerning compensation of certain of the Company's executive
officers (the "Named Executives"), including the Company's Chief Executive
Officer and all executive officers whose total annual salary and bonus exceeded
$100,000, for the years ended February 29, 2004 and February 28, 2003:

<TABLE>
-----------------------------------------------------------------------------------------------------------------
                 ANNUAL COMPENSATION                        LONG TERM COMPENSATION

                                             Awards                                                  Payouts
-----------------------------------------------------------------------------------------------------------------
                                                          Restricted     Securities
Name and                                   Other annual     Stock        Underlying      LTIP        All other
Principal                                  Compensation    Award(s)     Options/ SARs   Payouts    Compensation
Position        Year    Salary     Bonus        ($)          ($)             (#)          ($)           ($)
-----------------------------------------------------------------------------------------------------------------
<S>             <C>     <C>          <C>         <C>          <C>         <C>              <C>           <C>
Barry
Reichman        2005    $100,000

Barry
Reichman        2004    $100,000    -0-         -0-          -0-          4,000,000        -             -

Reichman(1)
</TABLE>

----------
(1) Mr. Reichman has served as Chief Executive Officer since July 31, 1999.

     (1) This chart assumes a market price of $0.05 for the Common Stock, the
approximate closing market price for the Company's Common Stock in the over the
counter market, as of February 28, 2005 as the assumed market price for the
Common Stock with respect to determining the "potential realizable value" of the
shares of Common Stock underlying the options described in the chart, as reduced
by any lesser exercise price for such options. Each of the options reflected in
the chart was granted at exercise prices, which the Company believes to have
been determined based on the fair market value of the Common Stock as of the
date of grant. Further, the chart assumes the annual compounding of such assumed
market price over the relevant periods, without giving effect to commissions or
other costs or expenses relating to potential sales of such securities. The
Company's Common Stock has a very limited trading history. These values are not
intended to forecast the possible future appreciation, if any, price or value of
the Common Stock. See "Item 5-Market Price of Common Equity and Related
Stockholder Matters" and "Executive Compensation-Stock Option Plan."

EMPLOYMENT AGREEMENTS

     The Company has entered into employment agreements with Barry Reichman,
Anne Reichman and Harold Reichman pursuant to which they are paid annual base
salaries of $100,000, $75,000 and $50,000, respectively. In addition, Anne
Reichman and Harold Reichman were granted options to purchase up to 500,000 and
200,000 shares of Common Stock, respectively, at an exercise price equal to 50%
of the market price of the Common Stock during the year ended February 29, 2000.
The options vest in 20% increments, on each January 5 of the term of the
agreements, commencing January 5, 2000. The agreements were extended to December
31, 2009. Mr. Harold Reichman agreed to forgo his salary until such time as the
Company is profitable.


                                       16
<PAGE>

STOCK OPTION PLAN

     The Company's 1995 Stock Option Plan (the "Stock Option Plan") provides for
the granting of options to purchase not more than an aggregate of 350,000 shares
of Common Stock, subject to adjustment under certain circumstances. Such options
may be Incentive Stock Options ("ISO") within the meaning of the Internal
Revenue Code of 1986, as amended, or Non-Qualified Options ("NQO"). The Stock
Option Plan expires on March 31, 2004. The Company has granted 279,953 options
under the Stock Option Plan.

     The Stock Option Plan is administered by the Board of Directors or by a
stock option committee (the "Committee") which may be appointed by the Board of
Directors. To date the Board has not appointed a Committee. The Committee has
full power and authority to interpret the provisions, and supervise the
administration, of the Stock Option Plan. The Committee determines, subject to
the provisions of the Stock Option Plan, to whom options are granted, the number
of shares of Common Stock subject to each option, whether an option shall be an
ISO or a NQO and the period during which each option may be exercised. In
addition, the Committee determines the exercise price of each option, subject to
the limitations provided in the Stock Option Plan, including that (i) for a NQO
the exercise price per share may not be less than 85% of the fair market value
per share of Common Stock on the date of grant and (ii) for an ISO the exercise
price per share may not be less than the fair market value per share of Common
Stock on the date of grant (110% of such fair market value if the grantee owns
stock possessing more than 10% of the combined voting power of all classes of
the Company's stock). In determining persons to whom options will be granted and
the number of shares of Common Stock to be covered by each option, the Committee
considers various factors including each eligible person's position and
responsibilities, service and accomplishments, anticipated length of future
service and other relevant factors. Options may be granted under the Stock
Option Plan to all officers, directors and employees of the Company and, in
addition, NQO may be granted to other parties who perform services for the
Company. No options may be granted under the Stock Option Plan, after March 31,
2004. The Stock Option Plan may be amended from time to time by the Board of
Directors of the Company. The Board of Directors may not, however, without
stockholder approval, amend the Stock Option Plan to increase the number of
shares of Common Stock which may be issued under the Stock Option Plan (except
upon changes in capitalization as specified in the Stock Option Plan), decrease
the minimum exercise price provided in the plan or change the class of persons
eligible to participate in the plan.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities pursuant to section 12, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

     Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the fiscal year ended February 29, 2004, no reports were
required to be filed under Section 16 (a) of the Exchange Act by any of the
Company's executive officers, directors or 10% beneficial owners because the
Company does not have a class of stock which is registered under section 12.


                                       17
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of June 29, 2005, as adjusted for the
one-for-ten reverse split, information regarding the beneficial ownership of the
Common Stock based upon the most recent information available to the Company for
(i) each person known by the Company to own beneficially more than five percent
of the Common Stock, (ii) each of the Company's directors and (iii) all officers
and directors of the Company as a group. Unless otherwise indicated, each
stockholder's address is c/o the Company, 1214 East 15th Street Brooklyn, NY
11230


Name and Address
of Beneficial Owner               Number of Shares          Percent of Total #
-------------------               ----------------          ------------------

Barry Reichman (1)                    12,001,361                 28

Anne Reichman (1)                     12,001,361                 28

Mike Lee (2)                           2,000,000                 5.8

Josh B. Scheinfeld
  and Steve G. Martin (3)              4,228,611                11.7

Jacob Wizman (4)                       1,840,556                 5.3

All officers and directors
  as a group (2 persons)(5)           12,001,361                 28

----------

#    Pursuant to the rules of the Commission, shares of Common Stock which an
     individual or group has a right to acquire within 60 days pursuant to the
     exercise of options or warrants are deemed to be outstanding for the
     purpose of computing the percentage ownership of such individual or group,
     but are not deemed to be outstanding for the purpose of computing the
     percentage ownership of any other person shown in the table.

(1)  Mr. and Mrs. Reichman are husband and wife. Mr. Reichman is an officer and
     director of the Company. Mrs. Reichman is a director of the Company.
     Includes options to purchase up to 4,224,967 shares granted to Mr.
     Reichman, options to purchase up to 3,525,000 shares granted to Mrs.
     Reichman, 230,769 shares owned by Mrs. Reichman, and4,020,625 shares owned
     by Mr. Reichman.

(2)  The address for Michael Lee is 14 Woodbridge Rd Hingham, MA 02043

(3)  The address for Josh Scheinfeld and Steve Martin is 222 Merchandise Mart
     Plaza Suite 9-112 Chicago, IL 60654. Includes warrants to purchase
     1,500,000 shares of common stock.

(4)  The address for Mr. Wizman is 211 South Beverly Drive, Suite 108, Beverly
     Hills, California 90210.

(5)  See Footnotes 1 and 2 above.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Not Applicable.


                                       18
<PAGE>

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  1. Financial Statements and Schedules.

               The financial statements are listed in the Index to Financial
               Statements on page F-1 and are filed as part of this annual
               report.

          2. Exhibits.

               The Index to Exhibits set forth below indicates the exhibits
               which are being filed herewith and the exhibits which are
               incorporated herein by reference.

                                    EXHIBITS

3.1    Certificate of Incorporation, as amended (1)
3.2    By-Laws (1)
4.1    Form of Warrant Agreement entered into between Registrant and American
       Stock Transfer & Trust Company (1)
4.2    Specimens of Registrant's Stock, Redeemable Warrant and Unit Certificate
       (1)
10.1   Form of 1995 Stock Option Plan (1)
10.2   Employment Agreement between Registrant and Barry Reichman
16.1   Letter re change in certifying accountant (2)
31     Certification of Barry Reichman pursuant to 18 U.S.C. Section 1350, as
       adopted to section 302 of the Sarbanes-Oxley Act of 2002
32     Certification of Barry Reichman pursuant to 18 U.S.C. Section 1350, as
       adopted to section 906 of the Sarbanes-Oxley Act of 2002

--------------------------------------------------------------------------------

(1)    Incorporated by reference from the Company's Registration Statement on
       Form SB-2 (No. 33-88494) effective April 13, 1995.

(2)    Incorporated by reference from the Company's Annual Report on Form 10-KSB
       for the fiscal year ended February 28, 1999.


                                       19
<PAGE>

                                   SIGNATURES

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

                                MULTI MEDIA TUTORIAL SERVICES, INC.

Dated: July 7, 2005             By: /S/ Barry Reichman
                                     -------------------------------------------
                                     Barry Reichman, Chief Executive Officer,
                                     Chief Financial Officer and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below as of June 30, 2005 by the following persons on
behalf of Registrant and in the capacities indicated.

                                     /S/ Barry Reichman
                                     -------------------------------------------
                                     Barry Reichman, Chief Executive Officer
                                     Chief Financial Officer and Director

                                     /S/ Anne Reichman
                                     -------------------------------------------
                                     Anne Reichman, Director


                                       20
<PAGE>

                              FINANCIAL STATEMENTS
                                February 29, 2004

                                      INDEX

                                                                  PAGE
PART I. FINANCIAL INFORMATION                                    NUMBER
        Financial Statements                                     ------

        Report of Independent Registered
        Public Accounting Firm                                    F-1

        Consolidated Balance Sheet                                F-2

        Consolidated Statements of Operations                     F-3

        Consolidated Statements of Stockholders' Deficit          F-4

        Consolidated Statements of Cash Flows                     F-5

        Notes to Consolidated Financial Statements                F-6 - F-13


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
Multi-Media Tutorial Services, Inc.

We have audited the accompanying consolidated balance sheet of Multi-Media
Tutorial Services, Inc. and the related consolidated statements of operations,
stockholders' deficit and cash flows for the years ended February 28, 2005 and
February 29, 2004. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated 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 that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Multi-Media Tutorial
Services, Inc. as of February 28, 2005, the results of their operations and
their cash flows for the years ended February 28, 2005 and February 29, 2004 in
conformity with accounting principles generally accepted in the United States of
America,

The accompanying financial statements have been prepared assuming the
Multi-Media Tutorial Services, Inc will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company has
incurred an accumulated deficit of approximately $19,222,000. The Company
incurred a net loss for the period ended February 28, 2005 of approximately
$433,000 and had negative working capital at February 28, 2005 of approximately
$5,643,000. The Internal Revenue Service has imposed a tax lien on substantially
all of the Company's assets as the Company is in arrears on payments of payroll
taxes approximating $500,000. These factors, among others, raise substantial
doubts about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

                                          /s/ Sherb & Co, LLP
                                              Sherb & Co, LLP
                                              Certified Public Accountants

New York, New York
June 17, 2005


                                      F-1
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                               FEBRUARY 28, 2005
--------------------------------------------------------------------------------

                                     ASSETS

                                                                        2005
                                                                   ------------
CURRENT ASSETS
     Cash                                                          $      1,843
     Accounts receivable, less allowance for                             76,550
           doubtful accounts of$33,000
     Inventories                                                         15,701
     Prepaid expenses                                                     1,713
                                                                   ------------

         Total current assets                                            95,807

FURNITURE AND EQUIPMENT, net                                             18,233
INTANGIBLE ASSETS, net                                                   57,922
OTHER ASSETS                                                              3,000
                                                                   ------------

                  TOTAL ASSETS                                     $    174,962
                                                                   ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                                        2005
                                                                   ------------
CURRENT LIABILITIES
     Notes payable                                                 $  2,218,879
     Accounts payable and accrued expenses                            3,520,419

                                                                   ------------
          Total Current Liabilities                                   5,739,298
                                                                   ------------


STOCKHOLDERS' DEFICIT
     Preferred stock, Series A, $0.01 par value
         1,000,000 shares authorized
         no shares issued and outstanding                                    --
    Preferred stock, Series B, $0.01 par value
         50 shares authorized
         no shares issued and outstanding                                    --
     Common stock, $0.0001 par value
        100,000,000 shares authorized
         34,545,667 shares issued and outstanding                         3,455
     Additional paid-in capital                                      13,672,948
     Deferred Compensation                                              (18,959)
     Accumulated deficit                                            (19,221,780)
                                                                   ------------

      Total Stockholders' Deficit                                    (5,564,336)
                                                                   ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $    174,962
                                                                   ============


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-2
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             FOR THE YEARS ENDED

--------------------------------------------------------------------------------

                                                 FEBRUARY 28,      FEBRUARY 29,
                                                     2005              2004
                                                 ------------      ------------

NET SALES                                        $    878,381      $    844,438

COST OF SALES                                         148,757           165,393
                                                 ------------      ------------

GROSS PROFIT                                          729,624           679,045


SELLING,GENERAL AND ADMINISTRATIVE                    929,282           969,553
                                                 ------------      ------------


LOSS FROM OPERATIONS                                 (199,658)         (290,508)


OTHER INCOME (EXPENSE)
Cancellation of Debt                                  518,768            58,468
Interest expense                                     (752,166)         (268,485)

                                                 ------------      ------------
NET LOSS                                         $   (433,056)     $   (500,525)
                                                 ============      ============

BASIC AND DILUTED LOSS PER SHARE                 $      (0.02)     $      (0.03)
                                                 ============      ============


WEIGHTED-AVERAGE SHARES OUTSTANDING                28,506,105        18,961,003
                                                 ============      ============


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-3
<PAGE>
<TABLE>
                                                                                               MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                                                    AND SUBSIDIARY
                                                                                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

----------------------------------------------------------------------------------------------------------------------------------


                                                Common Stock                            Additional
                                         ---------------------------     Deferred        Paid-In      Accumulated
                                            Shares         Amount      Compensation      Capital        Deficit           Total
                                         ------------   ------------   ------------    ------------   ------------    ------------
<S>                                        <C>          <C>            <C>             <C>            <C>             <C>
Balance, February 28, 2003                 17,650,667          1,765             --      12,341,720    (18,288,199)     (5,769,971)

Issuance of Common Stock for:
       Trade Payables                         645,000             65             --          16,560             --          16,628
       Interest                               325,000             32             --           3,218             --           3,250
       Services                               150,000             15             --           1,485             --           1,500

Net Loss                                           --             --             --              --       (500,525)       (500,525)
                                         ------------   ------------   ------------    ------------   ------------    ------------

Balance, February 29, 2004                 18,770,667          1,877             --      12,537,726    (18,788,724)     (6,249,121)

   Issuance of common stock with
     Series D financing and beneficial
     Conversion feature                     3,880,000            388             --         302,612             --         303,000
   Issuance of common stock upon
     Conversion of Series D debt            3,880,000            388             --         387,612             --         388,000

Common Stock Issued for:
   Consulting                               1,500,000            150        (65,000)        194,850             --         130,000
   Cashless exercise of Options
     For services                           4,000,000            400             --          39,600             --          40,000
   Interest                                   275,000             28             --          19,472             --          19,500
   Services                                   465,000             46             --          40,754             --          40,800
   Payment of accounts payable                500,000             50             --          34,950             --          35,000
   Conversion of note payable               1,275,000            128             --         115,372             --         115,500

Amortization of deferred compensation              --             --         46,041              --             --          46,041

Net Loss                                           --             --             --              --       (433,056)       (433,056)
                                         ------------   ------------   ------------    ------------   ------------    ------------
Balance, February 28, 2005                 34,545,667   $      3,455   $    (18,959)   $ 13,672,948   $(19,236,780)   $ (5,564,336)
                                         ============   ============   ============    ============   ============    ============


                      The accompanying notes are an integral part of these consolidated financial statements.


                                                                F-4
</TABLE>
<PAGE>

<TABLE>
                                                   MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                        AND SUBSIDIARY
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                   FOR THE YEARS ENDED
--------------------------------------------------------------------------------------

                                                          February 28,    February 28,
                                                              2005            2004
                                                          ------------    ------------
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                $   (433,056)   $   (500,525)
  Adjustments to reconcile net loss to net cash
    used in operating activities
         Depreciation and amortization                          28,994          42,922
         Loss on abandonment of fixed assets                     7,592               -
         Cancellation of debt                                 (518,768)              -
         Financing fees paid with convertible debt              75,000               -
         Amortization of discount on debt                      303,000               -
         Common stock payment of
           Services                                            216,841           1,500
           Interest                                                  -           3,250
           Trade payables                                            -           6,450
  Changes in Operating assets and Liabilities:
         Accounts receivable                                   (46,820)        (13,502)
         Inventories                                            19,710          26,264
         Prepaid expenses and other assets                       5,048          86,730
         Accounts Payable and accrued expenses                  42,770         311,637
                                                          ------------    ------------
Net cash used in operating activities                         (299,689)        (35,274)
                                                          ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of furniture and equipment                      (10,979)              -
      Increase in intangibles                                  (16,874)              -
                                                          ------------    ------------
Net cash (used in) investing activities                        (27,853)              -
                                                          ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issuance of notes payable                  313,000          28,500
      Proceeds from notes payable                               14,813               -
                                                          ------------    ------------
Net cash provided by financing activities                      327,813          28,500
                                                          ------------    ------------

Net increase (decrease) in cash                                    271          (6,774)

CASH, BEGINNING OF YEAR                                          1,572           8,346
                                                          ------------    ------------
CASH, END OF YEAR                                         $      1,843    $      1,572
                                                          ============    ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     INTEREST PAID                                        $          -    $          -
                                                          ============    ============
     INCOME TAXES PAID                                    $          -    $          -
                                                          ============    ============
NON-CASH INVESTING AND FINANCING ACTIVITIES
     Common stock issued on conversion of
         convertible notes                                $    388,000    $          -
                                                          ============    ============
     Common stock issued to settle debt                   $    115,500    $          -
                                                          ============    ============
     Common stock issued in settlement of
         accounts payable and accrued expenses            $     94,500    $          -
                                                          ============    ============


The accompanying notes are an integral part of these consolidated financial statements.


                                         F-5
</TABLE>
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               FEBRUARY 29, 2004

--------------------------------------------------------------------------------

NOTE 1 - DESCRIPTION OF BUSINESS

         Multi-Media Tutorial Services, Inc., a Delaware corporation, is engaged
         in the production and sales of educational videocassettes, CD's and
         DVD's through its wholly-owned subsidiary, Video Tutorial Services,
         Inc. (collectively, the "Company"). The Company sells its educational
         products and services on the Internet via the Company's website,
         Mathmadeeasy.com and through its own inbound and outbound sales force.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Going Concern
         -------------
         The accompanying consolidated financial statements have been prepared
         in conformity with generally accepted accounting principles, which
         contemplate continuation of the Company as a going concern. The Company
         incurred net losses of approximately $433,000 and $501,000 during the
         years ended February 28, 2005 and February 29, 2004, respectively. In
         addition, the Company had an accumulated deficit of approximately
         $19,222,000 and a working capital deficit of approximately $5,643,000
         as of February 28, 2005. The Internal Revenue Service has placed a tax
         lien on substantially all of the Company's assets as the Company is in
         arrears on payment of payroll taxes approximating $500,000. Management
         recognizes that the Company must generate additional resources and the
         eventual achievement of sustained profitable operations. Management's
         plans include obtaining additional capital through debt/equity
         financing and the extension of existing debt. Management is also
         contemplating the implementation of additional products. The
         consolidated financial statements do not include any adjustments that
         might be necessary if the Company is unable to continue as a going
         concern.

         Principles of Consolidation
         ---------------------------
         The consolidated financial statements include the accounts of
         Multi-Media Tutorial Services, Inc. and its wholly-owned subsidiaries,
         Video Tutorial Services, Inc. and The Tutorial Channel.com All
         significant intercompany transactions and balances have been eliminated
         in consolidation. Action Telesales and Communications, Inc is an
         affiliated company of Multi-Media Tutorial Services, Inc which handles
         the billing process for Multi-Media Tutorial Services, Inc. and Video
         Tutorial Service, Inc. All intercompany transactions have been
         eliminated.

         Estimates
         ---------
         In preparing financial statements in conformity with generally accepted
         accounting principles, management makes estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosures
         of contingent assets and liabilities at the date of the financial
         statements, as well as the reported amounts of revenues and expenses
         during the reporting period. Actual results could differ from those
         estimates.

         Shipping and Handling Costs
         ----------------------------
         The Company includes shipping and handling costs in cost of sales. Such
         costs were approximately $48,000 and $79,000 in the years ended
         February 28, 2005 and February 29, 2004, respectively.


                                      F-6
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


         Advertising
         -----------
         The Company uses direct-response media advertising, consisting
         primarily of television and radio commercials and Internet. The Company
         expenses advertising costs as incurred. Advertising expense was
         $129,096 and $238,109 during the years ended February 28, 2005 and
         February 29, 2004, respectively.

         Inventories
         -----------
         The cost of inventories is determined by the first-in, first-out method
         and is stated at the lower of cost or market. Inventories are composed
         primarily of videocassettes, CD's,DVD's, and textbooks.

         Furniture and Equipment
         -----------------------
         Furniture and equipment are recorded at cost. Depreciation and
         amortization are provided using the straight-line and accelerated
         methods over estimated useful lives as follows:

                  Furniture and fixtures                  5 to 7 years
                  Office equipment                        5 to 7 years
                  Computer equipment and software         3 to 5 years
                  Leasehold Improvements                  1 to 4 years

         Maintenance and minor replacements are charged to expense as incurred.
         Leasehold improvements are amortized over the lease period or the
         useful life of the asset, whichever is shorter.

         Master Production Costs
         -----------------------
         Costs incurred in producing a master video program are capitalized and
         expensed over the estimated life of the program, which is seven years.

         Patents and Copyrights
         ----------------------
         Patents and copyrights, stated at cost less accumulated amortization,
         were amortized using the straight-line method over their estimated
         useful lives of three years. As of February 29, 2004 the assets have
         been fully amortized.

         Stock Based Compensation
         ------------------------
         The Company accounts for stock transactions in accordance with APB
         No.25, "Accounting for Stock Issued to Employees". In accordance with
         Statement of Accounting Standards No 123 ("SFAS 123"), as amended by
         SFAS 148, "Accounting for Stock-Based Compensation", the company
         adopted the pro forma disclosure requirements of SFAS 148.

         Revenue Recognition
         -------------------
         Sales revenue is recognized when products are shipped to customers. The
         Company provides a reserve for anticipated returns for customers based
         upon historical return levels.


                                      F-7
<PAGE>

         Impairment of Long-Lived Assets
         -------------------------------
         The Company reviews its long-lived assets for impairment whenever
         events or changes in circumstances indicate that the carrying amount of
         an asset may not be recoverable. Recoverability of assets to be held
         and used is measured by a comparison of the carrying amount of the
         assets to future net cash flows expected to be generated by the assets.
         If the assets are considered to be impaired, the impairment to be
         recognized is measured by the amount by which the carrying amount
         exceeds the fair value of the assets. To date, no impairment has
         occurred.

         Income Taxes
         ------------
         The Company utilizes Statement of Financial Accounting Standards
         ("SFAS") No. 109, "Accounting for Income Taxes," which requires the
         recognition of deferred tax assets and liabilities for the expected
         future tax consequences of events that have been included in the
         financial statements or tax returns. Under this method, deferred income
         taxes are recognized for the tax consequences in future years of
         differences between the tax bases of assets and liabilities and their
         financial reporting amounts at each period end based on enacted tax
         laws and statutory tax rates applicable to the periods in which the
         differences are expected to affect taxable income. Valuation allowances
         are established, when necessary, to reduce deferred tax assets to the
         amount expected to be realized.

         Fair Value of Financial Instruments
         -----------------------------------
         The Company measures its financial assets and liabilities in accordance
         with generally accepted accounting principles. For certain of the
         Company's financial instruments, including cash and cash equivalents,
         accounts receivable, accounts payable, and accrued payroll and other
         expenses, the carrying amounts approximate fair value due to their
         short maturities. The amount shown for notes payable also approximates
         fair value because the current interest rates offered to the Company
         for debt of similar maturities are substantially the same.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Net Loss per Share
         ------------------
         The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per
         share is computed by dividing loss available to common stockholders by
         the weighted-average number of common shares outstanding. Diluted loss
         per share is computed similar to basic loss per share except that the
         denominator is increased to include the number of additional common
         shares that would have been outstanding if the potential common shares
         had been issued and if the additional common shares were dilutive. For
         the years ended February 28, 2005 and February 29, 2004, the Company
         incurred net losses; therefore, basic and diluted loss per share are
         the same. The outstanding options excluded in the computation amounted
         to 12,824,343 and 16,481,689 at February 28, 2005 and February 29, 2004
         respectively. The amount of shares upon conversion of convertible debt
         excluded in the computation amounted to 4,763,900 at February 28, 2005.

         ALLOWANCE FOR DOUBTFUL ACCOUNTS

         The allowance for doubtful accounts is based on the Company's
         assessment of the collectibilty of customer accounts and the aging of
         the accounts receivable. The Company regularly reviews the adequacy of
         the Company's allowance for doubtful accounts through identification of
         specific receivables where it is expected that payments will not be
         received. The Company also establishes an allocated reserve that is
         applied to all amounts that are not specifically identified. In
         determining specific receivables where collections may not be received,
         the Company reviews past due receivables and gives consideration to
         prior collection, history and changes in the Company's overall business
         condition. The allowance for doubtful accounts reflects the Company's
         best estimate as of the reporting date.


                                      F-8
<PAGE>

NOTE 3 - FURNITURE AND EQUIPMENT

         Furniture and equipment at February 28,2005 consisted of the following:

                                                  2005
                                                  ----
            Furniture and fixtures            $  55,765
            Office equipment                     23,764
            Computer equipment                  184,404

                                              ---------
                                                263,933

            Less: accumulated depreciation      245,700
                                              ---------

                     TOTAL                    $  18,233
                                              =========


         Depreciation expense was $11,786 and $21,387 for the years ended
         February 28, 2005 and February 29, 2004, respectively.

         Substantially all the assets collateralize debt due to a vendor in the
         amount of $49,500.

         Additionally, the Internal Revenue Service has placed a tax lien on all
         the Company's assets to secure payment of payroll taxes in arrears
         approximating $500,000. The Company has submitted returns for the
         parent company, Multimedia and its subsidiary, Video Tutorial Service
         upon advice of counsel. Thus far, the Multimedia amended returns have
         been accepted. If the amended returns of the subsidiary are accepted as
         well, this will substantially reduce the Company's tax liability. There
         is no assurance, however, that these amended returns will be accepted.


NOTE 4 - INTANGIBLE ASSETS

         Intangible assets at February 28, 2005 consisted of the following:

                                                   2005
                                                   ----
             Master video production costs    $  1,143,505
             Web site development costs             86,123
             Software                               22,747
             Patents and copyrights                 22,088
                                              ------------
                                                 1,274,463

             Less accumulated amortization       1,216,541
                                              ------------
                      TOTAL                   $     57,922
                                              ============

         Amortization expense was $17,208 and $21,535 for the years ended
         February 28, 2005 and February 29, 2004 respectively.

         Future amortization of intangible assets is expected to be as follows:

               Year ended February 28,
               2006                      $18,000
               2007                       18,000
               2008                       18,000
               2009                        3,922


                                      F-9
<PAGE>

NOTE 5 - NOTES PAYABLE

         At February 28, 2005 the Company was obligated for the following:

                                                                         2005
                                                                         ----
         8-10% notes, unsecured, payable on demand                    $1,289,813

         Non-interest bearing notes, unsecured, payable on demand        202,676

         17% convertible unsecured notes payable on demand; the
         notes are convertible into common stock at a price of
         $1.2656 per share or 75% of the closing bid for the
         first five trading days prior to conversion.                    250,000

         10% convertible unsecured notes, payable on demand. The
         notes are convertible into common stock at a price of
         the lesser of $.50 or 50 percent of the average closing
         bid during the five trading days prior to notice of
         conversion, but not lower than $.10 per share                   401,390

         10% convertible notes payable variously in 2006; the
         notes are convertible into common stock at the lesser of
         $.50 or 50% of the average of the closing bid price in
         the over the counter market during the five business
         days ending on the day before the holder gives notice of
         conversion, but not lower than $.10 per share.                   75,000
                                                                      ----------
         Total                                                        $2,218,879
         Less: due after one year                                          ---
                                                                      ----------
                                                                      $2,218,879
                                                                      ==========

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         At February 28, 2005 accounts payable and accrued expenses consisted of
         the following:

                                              2005
                                              ----

            Trade payables                $ 1,019,978
            Accruals:
              Interest                      1,482,420
              Payroll Taxes                   638,027
              Salaries                        323,263
              Other                            56,731
                                          -----------

                                          $ 3,520,419
                                          ===========

NOTE 7 - INCOME TAXES

         The Company accounts for income taxes under Statement of Financial
         Accounting Standards No 109, "Accounting for Income Taxes" ("SFAS
         109"). SFAS 109 requires the recognition of deferred tax asserts and
         liabilities for both the expected impact of differences between the
         financial statements and the tax basis of assets and liabilities, and
         for the expected future tax benefit to be derived from tax losses and
         tax credit carryforwards. SFAS 109 additionally requires the
         establishment of a valuation allowance to reflect the likelihood of
         realization of deferred tax assets.

         For the period ended February 28, 2005 and February 29, 2004, the
         provision (benefit) for income taxes differs from the amounts computed
         by applying the statutory federal income tax rate to the (loss) before
         provision for income taxes, the reconciliation is as follows:

                                                        Year Ended
                                                February 28,     February 29,
                                                    2005             2004
                                                  ---------       ---------
         Benefit computed at statutory rate       $151,000        $175,000

         Income tax benefit not utilized          (151,000)       (175,000)
                                                  ---------       ---------
         Net income tax benefit                   $   -0 -        $   -0-
                                                  ---------       ---------


                                      F-10
<PAGE>

         The Company had a net operating loss carryforward for tax purposes
         totaling approximately $12,400,000 at February 28, 2005 expiring
         through the year 2025. Listed below are the tax effects of the items
         related to the Company's net tax asset.

         Tax benefit of net operating loss
            carryforward                                 $ 4,350,000

         Valuation allowance                              (4,350,000)
                                                         -----------

         Net deferred tax asset                               -0-
                                                         ===========

NOTE 8 - OPERATING LEASE

         In March, 2004 the Company entered into a two year operating lease at a
         new facility in Brooklyn, New York. The lease began on March 1,2004 and
         expires on February 28, 2006. The Company is obligated to pay a monthly
         rent of $2,500 through February, 2006. Net rent expense was $29,426 and
         $64,668 for the years ended February 28, 2005 and February 29, 2004,
         respectively


NOTE 9  COMMON STOCK

         In July and August 2005 the Company issued $388,000 of Series "D"
         Unsecured Convertible Promissory Notes to various note holders. These
         notes accrue interest at 10% per annum and are due two years from the
         date of issuance. The Company received net proceeds of $313,000 from
         these notes. The remaining $75,000 was issued as fees for securing
         these notes. Attached to each note were 10 shares for each dollar of
         debt issued or 3,880,000 shares of common stock. These notes are
         convertible at the option of the holders at the lesser of $0.50 per
         share or 50% of the average of the closing bid price on shares of the
         Company's common stock during the five day period prior to the note
         holder excising the conversion feature. The conversion price has a
         minimum conversion price of $0.10 per share. All note holders converted
         their notes immediately upon issuance of the notes.

         The Company recorded a $303,000 discount on debt for the value of the
         3,880,000 shares issued with the note and for the beneficial conversion
         feature. This discount was to have been amortized over the life of the
         note or until such time as the holder converted. The entire $303,000
         has been recorded as interest expense.

         During the year ended February 28, 2005 the Company converted notes
         payable totaling $115,500 into 1,275,000 shares of common stock at an
         average price of $0.07 to $0.10 per share.

         During the year ended February 28, 2005 the Company issued 4,000,000
         shares upon the exercise of options issued to the Company's President
         at $0.01 per share. This exercise price was used to reduce accrued
         salaries.

         The Company issued 1,500,000 shares of common stock for consulting
         services of $195,000. Of these services $130,000 were for services
         previously performed. The remaining $65,000 was for future services and
         has been recorded as deferred compensation of which $46,041 has been
         earned in the year ended February 28, 2005.

         During the year ended February 28, 2005, the Company issued 465,000
         shares of common stock for legal services valued at $40,800, at an
         average price of $0.06 to $0.10 per share.

         During the year ended February 28, 2005, the Company issued 275,000
         shares in payment of accrued interest of $19,500.

         During the year ended February 28, 2005, the Company issued 500,000
         shares in payment of accounts payable of $35,000.

         During the year ended February 29, 2004 the Company issued 645,000
         Common shares valued at $.03 per share to liquidate certain trade
         payables; the Company also issued 325,000 shares valued at $.01 per
         share in payment of interest; the Company also issued 150,000 shares
         valued at $0.01 per share in payment of professional services.


                                      F-11
<PAGE>

NOTE 10

         Stock Warrants and Options
         --------------------------

         The Company has adopted only the disclosure provisions of SFAS No. 123,
         "Accounting for Stock-Based Compensation." It applies Accounting
         Principles Bulletin ("APB") Opinion No. 25, "Accounting for Stock
         Issued to Employees," and related interpretations in accounting for its
         plans and does not recognize compensation expense for its stock-based
         compensation plans other than for restricted stock and options/warrants
         issued to outside third parties. If the Company had elected to
         recognize compensation expense based upon the fair value at the grant
         date for awards under its plan consistent with the methodology
         prescribed by SFAS No. 123, the Company's net loss and loss per share
         would be increased to the pro forma amounts indicated below for the
         years ended February 28, 2005 and February 29, 2004:


                                                         2005           2004
                                                     ------------   ------------
           Net loss:
               As reported                           $  (433,056)   $  (500,525)
                 Add:  stock-based compensation
                       expense determined under
                       fair-value based method           (57,750)       (18,000)
                                                     ------------   ------------
               Pro forma                             $  (490,806)   $  (518,525)

           Basic and diluted loss per common share:
               As reported                           $     (0.02)   $     (0.03)
               Pro forma                             $     (0.02)   $     (0.03)


         These pro forma amounts may not be representative of future disclosures
         because they do not take into effect pro forma compensation expense
         related to grants made before 1995. The fair value of these options was
         estimated at the date of grant using the Black-Scholes option-pricing
         model with the following weighted-average assumptions for the years
         ended February 28, 2005 and February 29, 2004: dividend yields of 0%
         and 0%, respectively; expected volatility of 214% and 0% respectively;
         risk-free interest rates of 4.0% and 4.03%, respectively; and an
         average expected life of five years. The weighted average fair value
         per option of options granted during 2005 and 2004 was $.003 and $.003,
         respectively.

         The Black-Scholes 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 employee 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.


                                      F-12
<PAGE>

         The following summarizes the stock option transactions:

<TABLE>
                                                                               Outside Option Plan
                                                                            -------------------------
                                                               Weighted-                     Weighted
                                             Stock Options     Average      Stock Options    Average
                                              & Warrants       Exercise      & warrants      Exercise
                                              outstanding       Price        Outstanding      Price
                                             -------------     ---------    -------------   ---------
                                               <C>               <C>          <C>              <C>
Balance, February 28, 2003                     4,531,694          0.36        6,625,000        0.11

Granted - Year ended February 29, 2004         5,200,000          0.01          125,000        0.10
                                              ----------                     ----------
Balance, February 29, 2004                     9,731,689          0.17        6,750,000        0.11


Granted - Year ended, February 28, 2005          700,000          0.06          125,000        0.10
Expired - Year ended February 28, 2005                --          0.07         (182,341)       0.15
Exercised- Year ended February 28, 2005       (4,300,000)         0.07               --          --
                                              ----------                     ----------

Balance, February 28, 2005                     6,131,689          0.19        6,692,654        0.10
                                              ==========                     ==========
</TABLE>


         The following table summarizes the outstanding and exercisable options
         as of February 28, 2005

         Exercise        Number           Weighted-average          Number
         Prices         Outstanding           remaining           exercisable
           $                #              contractual life            #
         --------      ------------       -----------------       -----------
         .01            1,900,000               7.6                   920,000
         .03               25,000               1.5                    25,000
         .04               25,000               1.0                    25,000
         .05              475,000               1.0                   475,000
         .06            4,375,000               6.1                 3,675,000
         .07            1,250,000               2.0                 1,250,000
         .08               25,000               2.0                    25,000
         .10            2,675,500               3.59                2,675,500
         .12              120,000               4.75                  120,000
         .25            1,475,000               3.05                1,475,000
         .30              321,553               3.5                   321,553
         .33               13,415               2.84                   13,415
         .50               82,500               3.91                   82,500
         .53                8,250               4.0                     8,250
         .90               53,625               4.0                    53,625
         --------------------------------------------------------------------
                       12,848,343                                  11,144,843


NOTE 11 - RELEASE FROM CONTRACT

         In 1998, the Company contracted with a vendor to supply educational
         materials for resale at below-market prices, specifying a guaranteed
         amount of purchases. A deposit of $68,050 was held by the supplier
         against future orders. The Company's purchases of such product fell
         short by approximately $210,000 for which the vendor began a court
         action. A settlement was reached, granting the vendor full possession
         of the deposit while dropping all claims for additional funds. The
         $68,050 is included in General and Administrative expenses for the year
         ended February 29, 2004.

NOTE 12 - CANCELLATION OF DEBT

         During the year ended February 28, 2005 the Company settled certain
         outstanding debts with creditors for less than the amount owed. This
         total forgiveness of debt was included in the financial statements, in
         other income and expenses, for $518,768. The largest part of this
         settlement was with the Company's largest creditor to whom it owed
         approximately $600,000. The creditor settled for $150,000 with a four
         year payout schedule. The Company is currently conforming to the
         schedule. The original judgment that the creditor held against the
         Company was withdrawn. However, the creditor has a stipulated judgment
         whereby in the event that the Company defaults on its payments the
         creditor can obtain a judgment for the remaining balance plus a penalty
         of $150,000.

NOTE 13 - SUBSEQUENT EVENTS

         During the period March 1, 2005 to June 29, 2005 the Company issued
         150,000 common shares as payment of services valued at $6750.


                                      F-13