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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, 2003

                                       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.)

                   205 Kings Highway Brooklyn, New York 11223
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-234-0404
                                  ------------
                (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:

                     Common Stock, $0.01 par value per share
                               Redeemable Warrants
                               -------------------
                                (Title of Class)



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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, 2003 were
$1,168,058.

The number of shares outstanding of the issuer's Common Stock as of July, 2003
was 17,650,667 shares. The aggregate market value of the Common Stock
(17,399,273) held by non-affiliates, based on the approximate average of the bid
and asked prices ($.010) of the Common Stock as of July 11, 2003 was $173,273.

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.

         As of May 24, 1999, the Company effected a one-for-ten reverse stock
split of its issued and outstanding Common Stock, and increased the Company's
authorized Common Stock to 20,000,000 shares. Except as set forth herein, the
discussion set forth in this Annual Report on Form 10-KSB reflects the effect of
the one-for-ten reverse split.

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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 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, 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 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. The Company uses
different 800 numbers for each channel on which it advertises, which permits the
Company to track the effectiveness of its advertising. Payment is made by credit
card or direct debit to a checking account. The product is then shipped by a
fulfillment house to the customer. The Company's products have been purchased by
over 250,000 customers over the last five 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. To accomplish this objective, the Company has relaunched, in
September, 2002 a nationally based advertising campaign promoting its products.
Subject to the availability of additional financing, the Company intends to
expand product offerings for sale to individual consumers by developing,
licensing or acquiring new complementary educational products. The Company has
also, in the past year, acquired distribution rights to new products in the
areas of grammar, vocabulary, writing, foreign language and electronic learning
games. These new products are currently being sold through the Company's website
as well as by its sales force. Over the next year, the Company intends to seek
out additional products in a wide array of other academic subjects including,
but not limited to, tutorial programs in reading, communications and science.
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. Approximately 10,000 unique visitors now visit
the site on a weekly basis.

THE PRODUCTS

         The Company's products consist of an extensive line of "Math Made
Easy(TM)" and "Reading Made Easy(TM)" videotapes 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
lesson reviews accompanied by computer graphics and exercises. The average math
consumer order consists of a set of five educational videotapes at a price of
$200. Sets of five video tapes are sold to schools at a price of $250, 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 videotapes, audiotapes and workbooks and flash cards. The
Company purchases these products at discounted rates from the respective
manufacturers or distributors and distributed through the Company's direct
marketing division. The average reading consumer order consists of five
videotapes at a price of $159.

NEW FORMATS

The Company is currently in discussion with a DVD and software producer to
convert its video programs into DVD format. The companies are also talking about
adding an interactive component to the Math Made Easy programs.

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PRODUCT DEVELOPMENT

         The Company produces many of its own math videotape 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
and headwriter In the production of many of its programs. The Company's
educational writers are independent contractors retained on a project-by-project
basis. Total cost of a videotape production is approximately $10,000 to $15,000.

         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
and student versions of Verbal Advantage.

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. This population has access to the Internet with a
growth rate that has doubled every year since 1996 and is likely to continue
through 2002.

         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 utilizes by parents to pick
from a broad range of educational products and services to meet their children's
needs.

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

         o        The 1990's and especially the last 12 months saw 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.

         o        Strength of the economy has created new wealth that has
                  allowed entrepreneurs to turn their business ideas into
                  realities. Education businesses have raised some $6 billion in
                  private capital over the past decade.

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         Specialty educational and creative toy and game retailers that are
focused on education often lack the expertise or time to analyze a child's
specific needs. As a result, the traditional retail channel fails to satisfy
parents' needs for selection, convenience, personalized service , advice and
information.

         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 education market is considered to be a rapidly growing vertical
market on the web, and is forecast to offer an increasingly attractive and
expanding demographic for advertising and e-commerce. The traffic drive to the
Internet for research and education is steadily increasing, with Internet access
in fifty-one percent of the instructional rooms (classroom computer or other
labs, libraries, and media centers) in U.S. schools, according to a 1998 survey
released by the U.S. Department of Education. The percentage of students who
spend an average of three or more hours a week online has more than doubled,
rising from 5 percent in 1997 to 11 percent in 1998.

          In summary, the next five years should prove to be a major watershed
era in which parents reassert their partnership role in proactively seeking out
resources to boost their children's educational performance. The Company's
management vision is to develop a broad array of focused tutorial program
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. 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 445,000 names, of which 260,000 ordered
product, and approximately 185,000 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, 2003, consumer videotape sales
and school videotape sales constituted approximately 80%, and 20% of total
educational sales, respectively. For the fiscal year ended February 29, 2002,
consumer videotape sales and school videotape sales constituted approximately
80% and 20% of total educational sales, respectively.

SALES, MARKETING AND DISTRIBUTION

         The Company markets its videotapes, CD Roms and related materials to
consumers primarily by inbound sales efforts, which are supported by advertising
on radio and television on a national and regional level. Each commercial is
assigned a distinct 800 telephone number to call. The Company tests the
efficiency of each commercial on a daily and weekly basis by sourcing each
incoming call by the phone number that was dialed. The results of tracking
consumer response directly affect the placement of future advertising. The
Company's sales staff, which responds to incoming calls, seeks to convert into
sales all leads, which are generated by the Company's advertising. The
salesperson attempts to record all pertinent information regarding the customer
who responded to the advertisement, thereby adding the potential customer to the
Company's database even if they do not purchase at that time. If the customer
agrees to purchase the product, the salesperson will record either credit card
or checking account information, which is then transferred to the billing
department which processes the payment and sends the information to the
fulfillment center for shipping.

                                       5


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         The Company conducts an active outbound sales program to its past
customers in which it provides that customer the follow-up course at a
discounted price. A significant percentage of customers purchase additional
programs within six to twelve months following their initial purchase.

         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.

ADVERTISING

        Remnant advertising inventory, which had been scarce in the hey day of
the dot com frenzy has now returned to levels not seen in several years,
resulting in a plethora of advertising opportunities for the Company and its
products. The Company has been able to buy select advertising on a "per inquiry"
basis as well as on a "per order' basis.

         Over the last nine months, the Company has relaunched its national
advertising campaign on radio. The Company has, during this time, been testing
some of the major national news and talk syndicated programs where it continues
to find a receptive audience for the Company's programs. The Company has
maintained a regular frequency on several of these programs where the ROI
(Return on Investment) for these advertisements have been positive.. The Company
continues to test new venues on radio and plans on expanding into television as
well. The Company has also found the internet to be a positive environment for
advertising its products and continues to look for new venues on the web for the
generation of qualified leads. The Company also plans on exploring print
opportunities which have favorable readership demographics for the advertisement
of its products.

TECHNOLOGY RESOURCES

         The Company has created a customized network to augment the efficiency
of its telemarketing operations. The Company's PABX (Private Automatic Branch
Exchange telephone switch) uses an open ended ISDN (Integrated Services Digital
Network) architecture which allows the Company to link multiple systems together
in an automated fashion, thus gathering numerical data and other information
from every inbound toll-free call. All inbound and outbound calls are tracked
and tagged for later examination and database development. The Company utilizes
an SMDR (Station Message Detail Recorder) specialized call accounting and
tracking software package to record vital call statistics. The Company uses CTI
(Computer Telephony Integration) to combine voice and data and then delivers
this information into the Company's data management systems. These are then
integrated into centrally managed Local Area Networks (LANs) and Wide Area
Networks (WANs).

         The Company utilizes an ACD (Automatic Call Distributor) to help
identify each customer's call and automatically route those calls to specific
telemarketers. The Company's predicative dialer utilizes specific algorithms to
assist in analyzing each telemarketer's performance and the network's
efficiency. The predictive dialer's UNIX processor provides centralized list
management, data consolidation, reporting and interfaces with the LAN as well.

         The Company's location is protected by a fire extinguishing system and
it's primary systems have an uninterruptable power supply. In addition, the
Company has a short-term battery back-up in the event of power outage, reduced
voltage or power surge. Furthermore, instantaneous rerouting of all call traffic
takes place in the event of telecommunication failure, natural disaster or other
emergencies, thus insuring calls are usually answered properly even under
duress.

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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. The Company tailors its
recruiting and training techniques towards the industries and products it
services. 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 receiving customer calls on a full-time, solo
basis. Furthermore, the Company continually monitors telemarketers'
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, and enclosing with its
shipments full color catalogues and parent guides. 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

       The Company does not reserve advertising time in advance and purchases
air time at the lowest possible rates. Consequently, its reservations are
subject to last minute cancellation by the radio and television stations. In
addition, as a result of the Company's dependence on the availability of media
time, operating results can be negatively impacted by difficulty in purchasing
cost effective media time. Notwithstanding the fact that softness currently
prevails in the general economic climate, the Company has experienced, from time
to time, a situation where remnant advertising time is extremely short in
supply. This shortness of supply reduces the Company's options of where it
places its advertisements and can have a negative impact on its results.

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.

EMPLOYEES

       As of June 10, 2003, the Company had 10 employees, of whom 2 were
executive officers, 5 were engaged in sales, and 3 were in marketing, 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.


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       In the first half of the fiscal year ended February 28, 2003, the
Company's principal source of revenue was its customer service outsourcing
operation, with its principal client being Net2phone. The Company had acquired
this account to supplement for its educational sales revenue which had been
sharply reduced as a result of the unavailability of advertising opportunities
which it expereinced during the internet bubble. On June 13, 2002, the Company
was advised that Net2phone would be phasing out its outsourcing with the
Company. This negatively impacted revenues during the summer and early fall of
2002. The Company has subsequently relaunched its advertising campaign and has
rebuilt the revenue base through the sales of its core educational products.

HISTORY OF OPERATING LOSSES

       The Company has experienced significant losses from operations since
inception. It experienced losses of $ $722,749 and $810,563 for the fiscal years
ended February 28, 2003 and 2002. As of February 28, 2003, the Company had a
working capital deficit of $5.221,733 and an accumulated deficit of $18,280,829.
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, 2003, the Company had outstanding investor loans and
advances aggregating $2,291,066 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. The
Company is in default on one of its capitalized leases. 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
current and former 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. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" 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 of Financial Condition and Results of Operations."

FUTURE ISSUANCES OF STOCK; DILUTION TO CURRENT STOCKHOLDERS

       The Company currently has outstanding options, warrants and other rights
to acquire an aggregate of approximately 11,156,689 shares of Common Stock at
exercise or conversion prices ranging from $.01 to $.90 per share. The Company
currently has outstanding 17,650,667 shares of Common Stock and as of June 10,
2003, the price of the Company's current stock as quoted on the NASD Electronic
Bulletin Board was approximately $.01 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."

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UNCERTAINTY OF MARKET ACCEPTANCE

       Consumer acceptance of the Company's products is difficult to predict.
The success of the Company's marketing strategy is dependent on direct responses
to its advertising campaigns. The Company's marketing techniques are therefore
based on an "impulse buy" which is susceptible to any softening in the
consumer's overall confidence caused by economic turndowns, which affect the
consumer. Furthermore, the pool of potential customers for its products
advertised through media may be decreased as a result of market saturation. As a
consequence, there can be no assurance that the Company's present level of sales
will be sustainable in the future. See "Business--Sales, Marketing and
Distribution."

RETURNS

       The Company typically experiences returns of 15-20% which is standard for
the industry.

SEASONALITY AND AVAILABILITY OF MEDIA TIME

       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. In
addition, the Company does not reserve advertising time in advance in order to
purchase air time at the lowest possible rates; rather, it purchases direct
response time, which is characterized as remnant time and is difficult to
purchase efficiently. In addition, its reservations are subject to last minute
cancellation by the radio and television stations. As a result of the Company's
dependence on the availability of media time, operating results can be
negatively impacted by difficulty in purchasing media time such as occurs during
elections and holidays. Any significant decrease in sales during the season when
business activity is high and media time availability is scarce, could have a
material adverse impact upon the Company's operations. Although the Company is
trying to reduce its dependence on curriculum based products, it will in all
likelihood continue to experience significant seasonality in sales of its
educational products.

INFLUENCES OF THE ECONOMY

       The current weakness of the economy may have an adverse impact on the
Company's current clients and their ability to provide the Company with steady
sources of revenue. The economic climate, if it continues to worsen, may, as
well, 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, 2003, 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 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 currently lacks the funding to embark on this project. The failure of
the Company to reposition its intellectual property into the interactive
computer format may render its product obsolete. While the Company is actively
seeking funding for this development, there can be no assurance that it will be
successful in obtaining such funding. Alternatively, the Company is actively
looking for a joint venture partnership with software development companies that
can enable the Company to produce these new formats with only a limited capital
investment.

       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

                                       9


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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 and the number of
clients it is servicing. 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.

COMPETITION

       The Company's educational videotape 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
initiatives via its E-commerce supersite, "MathMadeEasy.com," the Company
recognizes that the internet currently hosts many other educational and children
related sites that include competitive educational videos and software.

       The Company believes that no one entity dominates this business.
Nevertheless, the Company's competitors in this area have greater financial
resources, greater public and industry recognition, advanced technological
expertise and equipment and broader marketing capabilities than the Company.

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
materially 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 Federal Telephone
Consumer Protection Act of 1991 (the "TCPA"), enforced by the Federal
Communications Commission, imposes restrictions on unsolicited telephone calls
to residential telephone subscribers. The rules applicable to the Company
include, among other things, an obligation to advise customers of their rights,
to initiate telephone solicitations to residential telephone customers before

                                       10


<PAGE>

8:00AM or after 9:00PM local time at the customer's location, obligation to ship
merchandise in a timely fashion and an obligation to notify a customer of delays
in shipments and to offer a refund in the event of a delay. In addition, many
states are enacting their own laws regulating the telemarketing industry which
are, to the extent applicable to the Company, similar to the Federal rules in
most respects. Furthermore, there exist both state and federal laws governing
false advertising and deceptive trade practices. Due to the subjective nature of
interpreting and enforcing such laws, there can be no assurance that the Company
will be in compliance with such laws at all times. Although such regulations are
expected to have a minimal impact on the Company's ability to operate its
business in its present form, the nature of which is considered inbound
telemarketing, such regulations generally tend to add significant recordkeeping
requirements and, consequently, expenses.

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") and have,. 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) 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."

                                       11


<PAGE>

LIMITATION OF USE OF NET OPERATING LOSS CARRYFORWARDS

       As of February 28, 2003 and February 29, 2002, the Company had federal
net operating loss carryforwards of approximately $12,024,250 and $11,302,000,
respectively, portions of which expire yearly through 2014 (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 of
Financial Condition and Results of Operations--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
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 approximately 4,700 square foot facility at 205
Kings Highway, Brooklyn, New York, which houses its telemarketing and other
staff. This lease, which currently calls for monthly rentals of $8,661.92
subject to annual increases, is scheduled to expire in July, 2003, with an
option to extend through January, 2004. The Company also leases a 20,000 square
foot warehouse located at 201 Kings Highway in Brooklyn, New York, which calls
for a monthly rent of $1,300. As of November 1, 2002, the Company has subleased
a portion of its facility which it does not need at present for approximately
$3500 per month. This is on a month to month basis and there can be no assurance
that this revenue will continue to be received by the Company.

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.

                                       12


<PAGE>

       The Company has reached payment agreements with certain of its vendors
relating to obligations in the aggregate amount of approximately $700,000. There
is no assurance that the Company's future revenues will be adequate to meet such
payment schedules. Moreover, the Company's revenues have not always been
sufficient to enable the Company to fully comply with these payment schedules.
However, The Company has been able to receive extensions of these schedules
where it has not been able to comply with the agreed schedules. In particular,
the Company came to a one-year agreement on February 3, 2003 with its largest
creditor who had received a judgment against the Company in November 2001 .
Accordingly, the creditor has agreed to take no action against the Company with
respect to its judgment so long as the Company is in compliance with its
agreement with the creditor. The company is currently in compliance of its
agreement with this creditor. Other creditors have given extensions in the form
of agreements on a periodic basis. There is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. The company presently makes scheduled payments to creditors
from operating cash flow. In addition, the Company has, from time to time,
obtained additional funding from investors, which have enabled it to make up
some of the shortages in the scheduled payments. Failure to cure a default in
payment schedules could result in the entry of a judgment against the Company.
The Company is in arrears for Federal and State payroll tax and Unemployment for
approximately, $350,000, $20,000 and $100,000 respectively. 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 has worked out an installment payment
agreement with the New York State Department of Taxation and Finance to satisfy
its arrears and intends to make similar arrangements with the Federal government
and with regard to the NY State Dept of Labor. There is no assurance that the
Company will be successful in making such arrangements.

       One of the Company's creditors has obtained a default judgment against
the Company for an amount of approximately $29,000. The complaint was entered on
February 2, 2003 in Civil Court, Kings County. The Company has secured legal
representation to defend the Company in the litigation. .

       Another creditor is suing the Company for $82,000. The complaint was
entered on February 6, 2003 in NY State Supreme Court, Suffolk County. The suit
deals with equipment leased to the Company. The Company has answered the
complaint by denying the claim.

       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 is currently involved in a lawsuit with AT&T in which AT&T is
seeking approximately $500,000 for outstanding charges for telephone services
and in which Multimedia has filed a counterclaim including a request for
punitive damages. AT&T's claim was filed on December 21, 2001 in United States
District Court, Eastern District of New York. The Company does not believe that
the amounts that are claimed by AT&T are in fact owed. The Company's defenses to
AT&T's claims include, but are not limited to, the Company's assertion that AT&T
billed the Company for numbers belonging to other parties and for special
features and services, which the Company requested that AT&T disconnect and AT&T
failed to disconnect when notified by the Company. In addition, the Company
believes that AT&T failed to make available to the Company discounts for
services that were customarily available to users with comparable volume.
Moreover, AT&T, prior to the filing of its lawsuit, failed to provide the
Company with documentation with respect to any amounts which it claimed were due
from the Company. Further, AT&T had agreed to take no action to collect any
disputed amounts until such documentation was provided to the Company. The
Company has retained Counsel who has responded to the complaint filed by AT&T
and has also filed a counterclaim which includes punitive damages for losses
sustained by the Company as a result of what the Company believes to be improper
billing practices by AT&T and the interruption of its service by AT&T. The
Company is currently in informal discovery with AT&T. AT&T, through its
attorneys, has informally agreed that based on their initial review of the
material furnished to them by the Company to date, they acknowledge an AT&T
billing error of close to $100,000. The court magistrate has scheduled September
8, 2003 for a discussion between the parties and the court as to the results of
discovery. The Company has recently also been informed by AT&T through its
attorney that AT&T will furnish the Company a complete review of all billing
records pertaining to the Company so that the Company can cross examine these
billing charges independently.

                                       13


<PAGE>

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

         Not applicable.

                                     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,
2002 and 2003 and the initial quarter of the fiscal year ending February 28,
2004, 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 Ended February 29, 2002
1st quarter                            0.065      0.03            0.08     0.04
2nd Quarter                            0.04       0.15            0.06     0.19
3rd Quarter                            0.045      0.008           0.055    0.15
4th Quarter                            0.09       0.031           0.11     0.04

Year Ending February 28, 2003

1st Quarter                            0.035      0.11            0.045    0.016
2nd Quarter                            0.016      0.014           0.016    0.016
3rd Quarter                            0.013      0.013           0.013    0.013
4th Quarter                            0.011      0.011           0.011    0.011

Year Ending February 29, 2004
1st Quarter                            0.012      0.012           0.012    0.012

         The closing bid and asked sales prices of the Common Stock, as traded
in the over-the-counter market, on July 11, were approximately $.008 and $.011,
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 and 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

         As of May 24, 1999, the Company effected a reverse split of its issued
and outstanding Common Stock on a one-for-ten basis. Except as set forth below,
the following discussion gives effects to the reverse split.

         In May and June 1997, the Company secured approximately $350,000 of
loans ("1997 Loans"), which were used for working capital and for debt
repayment. As of June 9, 2000, the noteholders had converted all of the loans
into 5,200,000 shares of Common Stock.

         In 1996, the Company issued an aggregate amount of $1,000,000 principal
amount of convertible promissory notes. $750,000 of principal of these loans
remain outstanding and are currently due and payable. With respect to the
assignment of $600,000 of these notes by the original noteholders to certain
other persons, the Company issued 546,672 shares of Common Stock during the
fiscal year ended February 29, 2000, and recognized interest charges of
$142,135, as of February 29, 2000.

                                       14


<PAGE>

         The Company issued 230,769 shares of Common Stock to an employee in
cancellation of $30,000 of accrued and unpaid salary.

         In December, 1999, the Company entered into an agreement with Gaspra,
Inc., a software development company, to develop a website and to convert a
portion of the Company's "MathMadeEasy" video into on-line learning programs
utilizing flash technology. The Company agreed to pay $130,000 for these
services, and has issued 433,333 shares of Common Stock in satisfaction of
$65,000 of this obligation.

         In May, 1999, the Company issued 670,000 shares of Common Stock in
satisfaction of an obligation of $201,000 to its former counsel, Oscar Folger,
for services rendered.

         In December, 1999, the Company issued 250,000 shares of Common Stock,
as a finance charge of $60,000 for a bridge financing.

         In December, 1999, the Company issued 230,769 shares of Common Stock to
Anne Reichman in cancellation of $30,000 of certain obligations.

         From November, 1999, to July, 2000, the Company issued approximately
$763,000 of convertible, unsecured promissory notes. The notes bear interest at
the rate of 10% per annum, and are due 10-months following the date of issuance.
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 (5) days immediately preceding conversion. However, the notes
may not be converted at a price of less than $0.10 per share. The notes may be
converted into a number of shares of common stock of the Company's subsidiary,
The Tutorial Channel.com, equal to 1% of the issued and outstanding shares of
common stock of such subsidiary for each $25,000 principal amount with respect
to $600,000 of certain of these notes (Class A Notes), and equal to 0.25% of the
issued and outstanding shares of common stock of such subsidiary for each
$25,000 principal amount with respect to $163,000 of certain of these notes
(Class B Notes). Each class of these notes is convertible on the earlier of (i)
the last business day preceding the filing of the first registration statement
for the common stock of such subsidiary, or (ii) December 1, 2000. From July,
2000 through September, 2000 $573,361.10 of these notes were converted into
5,733,611 shares of common stock at $.10 per share.

         In March, 2000, the Company issued 150,000 shares of Common Stock to a
public relations consultant for $21,000 of services rendered. The Company
recognized a consulting expense of $10,500 during the fiscal year ended February
29, 2000.

         In March, 2000, the Company issued 52,000 shares of Common Stock to
consultant for $13,000 of services rendered.

         During the year ended February 28, 2001 the Company converted certain
vendor obligations valued at $28,000 into 280,000 shares of common stock.

         During the year ended February 28, 2001, 433,333 shares of common stock
were issued in satisfaction of $65,000 of services in relation to the Gaspra
agreement.

         In September, 2000, the Company received $100,000 for which it issued
1,000,000 common shares and 1,000,000 warrants exercisable at $.25 per share.

         In May, 2001, the Company issued 110,000 shares of common stock for
$3300 of financing costs.

         In July, 2001, the Company issued 405,457 common shares in satisfaction
of $16,046 of consulting services.

         In January, 2001, the Company received $25,000 cash and issued 125,000
shares and 125,000 warrants exercisable at $.25 per share and a debenture in the
amount of $25,000.

         In May and December, 2001 the Company issued 235,000 shares of common
stock for interest.

         In December, 2001 the Company issued 500,000 shares of common stock for
services.

         In May, 2001 458,380 of committed shares were converted into actual
shares of common stock.

                                       15


<PAGE>

         In May 2002 the Company committed to issue 7,590 common shares in
satisfaction of $759 of interest charges.

         In August 2002 the Company committed to issue 20,570 common shares in
satisfaction of $2,057 of interest charges.

         In November 2002 the Company committed to issue 10,760 common shares in
satisfaction of $1,076 of interest charges

         In February 2003, the Company committed to issue 500,000 common shares
in connection with the issuance of a 50,000 unsecured convertible promissory
note.

         In addition to the various issuances of securities referenced above in
this Report, the Company issued options to purchase 7,275,000 shares of Common
Stock at exercise prices ranging from $.01 to $.25 to various employees and
consultants of the Company during the fiscal years ended February 28, 2001 to
February 28, 2003 .

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

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         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, 2003 AND
2002. Net sales for the fiscal year ended February 28, 2003 (the "2003 Period")
were $1,168,058 compared to $2,242,665 in the fiscal year ended February 29,
2002 (the "2002 Period").

         Gross profit was $1,129,284 in the 2003 Period compared to $2,189,395
in the 2002 Period.

         Selling and marketing expenses were $684,760 in the 2003 Period
compared to $1,351,045 for the 2002 Period.

         General and administrative expenses were $693,840 in the 2003 Period
compared to $981,989 in the 2002 Period.

         Interest expense was $411,208 in the 2003 Period compared to $477,683
in the 2002 Period. Of those amounts, $13,517 and $39,001 respectively, resulted
from non-recurring, non-cash interest charges related to securities issued by
the Company in connection with certain debt.

         Net loss from operations before depreciation, amortization, interest
expense and non-cash charges was $249,316 in the 2003 compared to $143,639 in
the 2002 period.

         Net loss from operations was $722,749 in the 2003 Period compared to
$810,563 in the 2002 Period. The non-recurring, non-cash interest charges
constituted $13,517 of the losses in the 2003 Period. Losses before
non-recurring, non-cash interest charges, and depreciation and amortization were
$647,005 and $642,821 for the fiscal years ended February 28, 2003 and February
28, 2002, respectively.

                                       16


<PAGE>

         The 2003 period was a transition year for the Company in which it lost
its principle outsourcing client as a result of that Company's decision to move
those operations to India. This took place in the late spring of 2002. The
Company has transitioned itself back to marketing its core educational programs.
In October, 2002, the Company relaunched a national advertising campaign in a
joint marketing venture. The joint venture is structured to provide funding for
the campaign by the joint venture partner in return for a percentage interest in
the net revenues of the campaign. Advertising expenses incurred by the joint
venture partner and certain other monies advanced by the joint venture partner
which are not recovered from sales produced by the joint venture or repaid by
the Company are secured by the Company's intellectual property relating to Math
Made Easy. There is no assurance that the joint venture partner will continue to
fund the advertising campaign or that the Company will be able to repay its
obligations to the joint venture partner.

         The decrease in revenue from the 2002 Period from $2,242,665 to
$1,168,058 reflects the loss of the outsourcing revenue which the Company
sustained in the second half of the period. The drop in the G&A is a consequence
of further trimming of the Company's management structure as well as a reduction
in customer service personnel relating to its outsourcing operations. While the
total revenue for the 2003 period decreased by over $1,000,000, the Company
sustained only an additional $100,000 in net loss from operations before
depreciation, amortization, interest expense and non-cash charges. This is a
reflection of the Company's successful trimming of its overhead, as well as a
return to its core educational sales which has lower selling costs than its
outsourcing business.

         In order to optimize the Company's advertising results, it is necessary
for the Company to test and retest all the appropriate advertising venues to
determine which programming would be profitable for the Company's campaign. In
the course of this testing, the Company has been able to find certain venues
which produce an acceptable ROI. However, in the course of this testing, the
Company has had to incur advertising expenses relating to those venues that have
not produced positive results. This has partially contributed to the Company's
losses for the period.

         LIQUIDITY AND CAPITAL RESOURCES. The Company's cash and restricted cash
increased to $10,846 at February 28, 2003 from $2,500 at February 29, 2002. The
Company had a cash balance of $8,346 at February 28, 2003.

         Net cash used in operating activities in the 2003 Period was $24,273
compared to net cash provided from operating activities in the 2002 period
totaling $65,261 in the 2002 Period.

         Net cash used in investing activities in the 2003 Period was $6,693
compared to $36,626 in the 2002 Period.

         Net cash provided from financing activities in the 2003 Period was
$69,900, compared to $5,579 in the 2002 Period.

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

         In April 1996, the Company received gross proceeds of $500,000 from the
issuance of convertible notes. The notes bear interest at 10% per annum and an
accelerated rate of 17% per annum beginning April 17, 1997. The noteholders have
the right to convert the principal and accrued interest into common shares of
the Company at a price of (i) $1.2656 per share or (ii) 75% of the closing bid
for the five trading days immediately preceding the conversion. In the event of
default, as defined, the Company will not have the right to compel conversion.
The Company placed 909,090 shares of common stock into escrow for the benefit of
the noteholders. During the nine months ended November 30, 1996, $250,000 was
converted into 34,190 shares and $250,000 of principal remain outstanding and
are currently due and payable. As a result of the conversion, 45,455 shares
remained in escrow.

         The Company arranged a six month short term loan that yielded the
Company in the months of September 1996 and October 1996 approximately
$1,000,000 which was used to retire existing debt and fund working capital.
$750,000 of principal of these loans remain outstanding and are currently due
and payable. With respect to the assignment of $600,000 of these notes by the
original noteholders to certain other persons, the Company issued 546,672 shares
of Common Stock during the fiscal year ended February 29, 2000. Interest charges
for the year ended February 28, 2003 were $60,000.

                                       17


<PAGE>

         In May and June 1997, the Company secured approximately $350,000 of
loans ("1997 Loans"), which were used for working capital and for debt
repayment. As of June 9, 2000, the noteholders had converted all of the loans
into 5,200,000 shares of Common Stock.

         The Company has received advances aggregating $375,000, which bear
interest at the rate of 10% per year, and are currently due and payable.

         At February 29, 2000, the Company maintained advances of $83,224 from
Barry and Anne Reichman, who are directors and executive officers of the
Company. The advances were paid in the year ended February 28, 2001. In
December, 1999, the Company issued 230,769 shares of Common Stock to Anne
Reichman (on a post-split basis) in cancellation of $30,000 of these
obligations.

         In December, 1999 the Company entered into a consulting agreement with
a software consulting firm. The consultants were to develop a web site and a CD
Rom program. The agreement was valued at $130,000 and called for an initial fee
of $65,000 with $65,000 due upon completion. Pursuant to the agreement, the
Company will pay all fees with stock. The Company has issued 433,333 shares of
common stock. The web site is operational but the CD Rom is not as yet
completed. The Company is negotiating with the vendor as to the number of shares
that will be issued upon completion of the package.

         In May, 1999, the Company issued 670,000 shares of Common Stock in
satisfaction of an obligation of $201,000 to its former counsel, Oscar Folger,
for services rendered.

         In December, 1999, the Company issued 250,000 shares of Common Stock,
as a finance charge of $60,000 for a bridge financing.

         From November, 1999, to July, 2000, the Company issued approximately
$763,000 of convertible, unsecured promissory notes. The notes bear interest at
the rate of 10% PER ANNUM, and are due 10-months following the date of issuance.
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 (5) days immediately preceding conversion. However, the notes
may not be converted at a price of less than $0.10 per share. The notes may be
converted into a number of shares of common stock of the Company's subsidiary,
The Tutorial Channel.com, equal to 1% of the issued and outstanding shares of
common stock of such subsidiary for each $25,000 principal amount with respect
to $600,000 of certain of these notes (Series A Notes), and equal to 0.25% of
the issued and outstanding shares of common stock of such subsidiary for each
$25,000 principal amount with respect to $163,000 of certain of these notes
(Series B Notes). Each class of these notes is convertible on the earlier of (i)
the last business day preceding the filing of the first registration statement
for the common stock of such subsidiary, or (ii) December 1, 2000. From July,
2000 through September, 2000, $573,336.10 of these shares were converted into
5,733,611 shares of common stock at $.10 per share.

         In December, 1999, the Company issued 230,769 shares of Common Stock to
Anne Reichman in cancellation of $30,000 of certain obligations.

         From November, 1999 to February, 2000, the Company issued $100,000 of
unsecured, demand promissory notes, bearing interest at the rate of 10% PER
ANNUM.

         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.

         In March, 2000, the Company issued 150,000 shares of Common Stock for
public relations consultant for $21,000 for services rendered. The Company
recognized a consulting expense of $10,500 during the fiscal year ended February
29, 2000.

         In March, 2000, the Company issued 52,000 shares of Common Stock to
consultant for $13,000 of services rendered.

         During the year ended February 28, 2001 the Company converted certain
vendor obligations valued at $28,000 into 280,000 shares of common stock.

                                       18


<PAGE>

         During the year ended February 28, 2001, 433,333 shares of common stock
were issued in satisfaction of $65,000 of services in relation to the Gaspra
agreement.

         In September, 2000, the Company received $100,000 for which it issued
1,000,000 common shares and 1,000,000 warrants exercisable at $.25 per share.

         In May, 2001, the Company issued 110,000 shares of common stock for
$3300 of financing costs.

         In July, 2001, the Company issued 405,457 common shares in satisfaction
of $16,046 of consulting services.

         In January, 2001, the Company received $25,000 cash and issued 125,000
shares and 125,000 warrants exercisable at $.25 per share and a debenture in the
amount of $25,000.

         In May and December, 2001 the Company issued 235,000 shares of common
stock for interest

         In December, 2001 the Company issued 500,000 shares of common stock for
services.

         In May, 2001 458,380 of committed shares were converted into actual
shares of common stock.

         In May 2002 the Company committed to issue 7,590 common shares in
satisfaction of $759 of interest charges.

         In August 2002 the Company committed to issue 20,570 common shares in
satisfaction of $2,057 of interest charges.

         In November 2002 the Company committed to issue 10,760 common shares in
satisfaction of $1,076 of interest charges 18

         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 had made a settlement with one of its creditors that had
begun litigation on January 6, 2000 in the Superior Court of the 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 reached payment agreements with certain of its vendors
relating to obligations in the aggregate amount of approximately $700,000. There
is no assurance that the Company's future revenues will be adequate to meet such
payment schedules. Moreover, the Company's revenues have not always been
sufficient to enable the Company to fully comply with these payment schedules.
However, The Company has been able to receive extensions of these schedules
where it has not been able to comply with the agreed schedules. In particular,
the Company came to a one-year agreement on February 3, 2003 with its largest
creditor who had received a judgment against the Company in November 2001 .
Accordingly, the creditor has agreed to take no action against the Company with
respect to its judgment so long as the Company is in compliance with its
agreement with the creditor. The company is currently in compliance of its
agreement with this creditor. Other creditors have given extensions in the form
of agreements on a periodic basis. There is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. The company presently makes scheduled payments to creditors
from operating cash flow. In addition, the Company has, from time to time,
obtained additional funding from investors, which have enabled it to make up
some of the shortages in the scheduled payments. Failure to cure a default in

                                       19


<PAGE>

payment schedules could result in the entry of a judgment against the Company.
The Company is in arrears for Federal and State payroll tax and Unemployment for
approximately, $350,000, $20,000 and $100,000 respectively. 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 has worked out an installment payment
agreement with the New York State Department of Taxation and Finance to satisfy
its arrears and intends to make similar arrangements with the Federal government
and with regard to the NY State Dept of Labor. There is no assurance that the
Company will be successful in making such arrangements.

         One of the Company's creditors has obtained a default judgment against
the Company for an amount of approximately $29,000. The complaint was entered on
February 2, 2003 in Civil Court, Kings County. The Company has secured legal
representation to defend the Company in the litigation. .

         Another creditor is suing the Company for $82,000. The complaint was
entered on February 6, 2003 in NY State Supreme Court, Suffolk County. The suit
deals with equipment leased to the Company. The Company has answered the
complaint by denying the claim.

         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 is currently involved in a lawsuit with AT&T in which AT&T
is seeking approximately $500,000 for outstanding charges for telephone services
and in which Multimedia has filed a counterclaim including a request for
punitive damages. AT&T's claim was filed on December 21, 2001 in United States
District Court, Eastern District of New York. The Company does not believe that
the amounts that are claimed by AT&T are in fact owed. The Company's defenses to
AT&T's claims include, but are not limited to, the Company's assertion that AT&T
billed the Company for numbers belonging to other parties and for special
features and services, which the Company requested that AT&T disconnect and AT&T
failed to disconnect when notified by the Company. In addition, the Company
believes that AT&T failed to make available to the Company discounts for
services that were customarily available to users with comparable volume.
Moreover, AT&T, prior to the filing of its lawsuit, failed to provide the
Company with documentation with respect to any amounts which it claimed were due
from the Company. Further, AT&T had agreed to take no action to collect any
disputed amounts until such documentation was provided to the Company. The
Company has retained Counsel who has responded to the complaint filed by AT&T
and has also filed a counterclaim which includes punitive damages for losses
sustained by the Company as a result of what the Company believes to be improper
billing practices by AT&T and the interruption of its service by AT&T. The
Company is currently in informal discovery with AT&T. AT&T, through its
attorneys, has informally agreed that based on their initial review of the
material furnished to them by the Company to date, they acknowledge an AT&T
billing error of close to $100,000. The court magistrate has scheduled September
8, 2003 for a discussion between the parties and the court as to the results of
discovery. The Company has recently also been informed by AT&T through its
attorney that AT&T will furnish the Company a complete review of all billing
records pertaining to the Company so that the Company can cross examine these
billing charges independently.

         The Company continues to meet its working capital requirements through
debt and equity funding from outside sources and internally generated funds. In
September, 2000 the Company received $100,000 in funding and issued 1,000,00
shares of common stock and 1,000,000 warrants. In January 2001, the Company
received $25,000 in funding and issued 125,000 shares and 125,000 warrants and a
debenture in the amount of $25,000. 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.

                                       20


<PAGE>

         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's operations to continue as a going concern.

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

YEAR 2000

         The Company has updated its computer systems to address issues related
to year 2000 compliance. Financial and operational systems were developed to
address systems modification requirements to become year 2000 compliant. The
financial impact of making the required systems changes was not material to the
Company's consolidated financial position, liquidity and results of operations.
In the first week of January, 2000, the Company experienced a year 2000 problem
relating to the operations of its voice mail system. The problem has been
resolved with minimal expense, and the problem did not have a material adverse
effect on the operations of the Company during the weeklong period and the
Company does not anticipate that there will be a material adverse effect on the
Company relating to the matter for the foreseeable future.

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 ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         a. On December 14, 1999, the Company terminated its relationship with
Holtz Rubenstein & Co., LLP ("Holtz Rubenstein"), as principal independent
accountants for the Company.

         In connection with the audits for the two (2) most recent fiscal years
ended February 28, 1999 and 1998 and the subsequent interim periods through
December 14 1999, there were no disagreements between Holtz Rubenstein and the
Company, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Holtz Rubenstein would have caused Holtz
Rubenstein to make reference in connection with its report for the related
periods with respect to the subject matter of the disagreement.

         Except for a qualification with respect to the ability of the Company
to continue as a going concern stated in the opinion of Holtz Rubenstein, dated
as of April 25, 1997, the audit reports of Holtz Rubenstein on the consolidated
financial statements of the Company, as of and for the fiscal years ended
February 28, 1997 and 1996, did not contain any adverse opinion, or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.

         b. As of November 14, 1999, the Company engaged Singer Lewak Greenbaum
& Goldstein ("SLGG"), as the Company's principal independent accountants. Prior
to engaging SLGG, neither the Company nor someone on its behalf consulted SLGG
regarding either: (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, or (ii) any matter that
was either the subject of a disagreement or a reportable event.

         c. On June 15, 2001, the Company terminated its relationship with
Singer, lewak, Greenbaum and Goldstein ("SLGG"), as principal independent
accountants for the Company.

         In connection with the audits for the two (2) most recent fiscal years
ended February 28, 2000 and 1999 and the subsequent interim periods through June
15, 2000, there were no disagreements between SLGG and the Company, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of SLGG would have caused SLGG to make reference in connection with
its report for the related periods with respect to the subject matter of the
disagreement.

         Except for a qualification with respect to the ability of the Company
to continue as a going concern stated in the opinion of SLGG, dated as of May
20, 2000, the audit reports of SLGG on the consolidated financial statements of
the Company, as of and for the fiscal years ended February 28, 2000 and 1999,
did not contain any adverse opinion, or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles

                                       21


<PAGE>

         d. As of June 15, 2001, The Company engaged Don Fuchs, CPA , as the
Company's principal independent accountant. Prior to engaging Don Fuchs, neither
the Company nor someone on its behalf consulted SLGG regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, or (ii) any matter that was either the
subject of a disagreement or a reportable event.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Officers and Directors

         The officers and directors of the Company, as of July 16, 2003, are as
follows:

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

 Barry Reichman               52            Chief Executive Officer,
                                            Chief Financial Officer and Director

 Anne Reichman                49            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 28, 2001, to the Company's Chief Executive Officer and other
officers of the Company who received annual compensation in excess of $100,000.

                                       22


<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 28, 2002 and February 29, 2001:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                 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        2003    $100,000   -0-         -0-          -0-          3,000,000        -             -

Barry           2002    $100,000   -0-         -0-          -0-          3,000,000        -             -
Reichman(1)
</TABLE>

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

         (1) This chart assumes a market price of $0.06 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, 2001 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, $50,000 and $75,000, 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 terminate on December 31,
2004.

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.

                                       23


<PAGE>

         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, 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, 2000, no reports
required under Section 16 (a) of the Exchange Act were made by any of the
Company's executive officers, directors or 10% beneficial owners, if any, and
that all such reports remain delinquent. The Company intends determine which
reports, if any, are required to be filed by such persons, and to be in
compliance with the filing requirements of Section 16(a).

                                       24


<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of June 12, 2002, 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, 205 Kings Highway, Brooklyn, New
York, 11223.

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

Barry Reichman (1)                    6,501,361              27.2

Anne Reichman (1)                     6,501,361              27.2

Custer Company, Inc. (3)              1,685,556               9.5

Josh B. Scheinfeld
  and Steve G. Martin (4)             3,728,611               20.9

Jacob Wizman (5)                      2,720,556               15.40

Paul and Elizabeth Guez (6)           2,500,000               14.20

All officers and directors
  as a group (4 persons)(7)           6,501,361               27.2

----------

(FOOTNOTES ON FOLLOWING PAGE)

(FOOTNOTES FROM PRIOR PAGE)

#        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.

*        Less than 1%.

(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 2,025,000 shares granted to
         Mrs. Reichman, 230,769 shares owned by Mrs. Reichman, and 20,625 shares
         owned by Mr. Reichman.

(2)      The address for Custer Company, Inc. is 10911 Petal Street, Dallas
         Texas 75238.

(3)      The address for Josh Scheinfeld and Steve Martin is 222 Merchandise
         Mart Plaza Suite 9-112 Chicago, IL 60654. Includes warrants to purchase
         1,375,000 shares of common stock.

(4)      The address for Mr. Wizman is 211 South Beverly Drive, Suite 108,
         Beverly Hills, California 90210. Includes promissory notes convertible
         into up to 875,000 shares of Common Stock.

(5)      The address for Mr. and Mrs. Guez is 6205 Busch Drive, Malibu,
         California 90265.

(6)      See Footnotes 1 and 2 above.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         At February 29, 2000, the Company maintained advances of $83,224 from
Barry and Anne Reichman, who are directors and executive officers of the
Company. These advances were paid in the year ended February 28, 2001. In
December, 1999, the Company issued 230,769 shares of Common Stock to Anne
Reichman in cancellation of $30,000 of these obligations. In connection with the
conversion, the Company recognized financing charges of approximately $35,000.

                                       25


<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)
16.2     Letter re change in certifying accountant

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

(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.

                                       26


<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: June 13, 2002             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 July 18, 2001 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

                                       27


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                                        CONTENTS
                                                               FEBRUARY 28, 2003

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

                                                                        Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                       F-1

FINANCIAL STATEMENTS

     Consolidated Balance Sheet                                       F-2 - F-3

     Consolidated Statements of Operations                               F-4

     Consolidated Statements of Stockholders' Deficit                    F-5

     Consolidated Statements of Cash Flows                            F-6 - F-9

     Notes to Consolidated Financial Statements                      F-10 - F-15



<PAGE>

                                    DON FUCHS
                           CERTIFIED PUBLIC ACCOUNTANT
                              1040 EAST 22ND STREET
                               BROOKLYN, NY 11210

INDEPENDENT AUDITOR'S REPORT

Board of Directors
Multimedia Tutorial Services, Inc

I have audited the accompanying consolidated balance sheets of Multimedia
Tutorial Services, Inc. and Subsidiary as of February 28, 2003 and 2002, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

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

In my opinion, the consolidated financial statements referred to above represent
fairly, in all material respects, the financial position of Multimedia Tutorial
Services, Inc. and Subsidiary as of February 28, 2003 and 2002, and the results
of their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company incurred a net loss of $ 722,749 and had an
accumulated deficit of $18,280,829 as of February 28, 2003. In addition, the
Company is currently in default on various obligations. These factors, among
others, as discussed in Note 2 to the financial statements, raise doubt about
the Company's 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/ Don Fuchs, CPA

Brooklyn, New York
July 8,2003

                                       F-1



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                      FEBRUARY 28, 2003 and 2002

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

                                     ASSETS

                                                         2003            2002
                                                       ---------      ---------
CURRENT ASSETS
     Cash                                                $8,346
     Accounts receivable                                 16,228        $65,657
     Inventories                                         61,675         72,859
     Prepaid expenses                                    73,171         69,785

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

         Total current assets                           159,420        208,301

FURNITURE AND EQUIPMENT, net                             54,285         74,524
INTANGIBLE ASSETS, net                                   73,525         108,820
RESTRICTED CASH                                           2,500         2,500
OTHER ASSETS                                             20,820         20,820
                                                       ---------      ---------

                  TOTAL ASSETS                         $310,550       $414,965
                                                       =========      =========

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

                                       F-2



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                      FEBRUARY 28, 2003 and 2002
--------------------------------------------------------------------------------

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                       2003            2002
                                                   -------------   -------------
CURRENT LIABILITIES
     Book overdraft                                $         --    $     30,228
     Short-term notes payable                         1,502,176       1,465,176
     Convertible promissory notes                       738,890         750,890
     Capital lease obligation                           156,369         161,379
     Accounts payable                                 1,620,010       1,534,842
     Accrued payroll and other expenses                 902,222         625,840
     Accrued interest                                 1,063,519         857,234
     Due to related party                                 1,665           4,445
                                                   -------------   -------------
          Total Current Liabilities                    5,984,851      5,430,034

LONG-TERM LIABILITIES
     Convertible promissory note                         50,000              --
                                                   -------------   -------------

          Total Liabilities                        $  6,034,851    $  5,430,034
                                                   -------------   -------------

COMMITMENTS AND CONTINGENCIES

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, $0.01 par value
         20,000,000 shares authorized
         17,650,667 shares issued and outstanding  $    176,508    $    176,508
     Common stock committed, $0.01 par value
         1,034,240 shares                                45,550          32,033
     Additional paid-in capital                      12,341,720      12,341,720
     Accumulated deficit                            (18,288,079)    (17,565,330)
                                                   -------------   -------------

      Total Stockholders' Deficit                    (5,724,301)     (5,015,069)
                                                   -------------   -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $    310,550    $    414,965
                                                   =============   =============

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

                                       F-3



<PAGE>

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

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

                                                     2003              2002
                                                -------------     -------------

NET SALES                                       $  1,168,058      $  2,242,665

COST OF SALES                                         38,774            53,270
                                                -------------     -------------

GROSS PROFIT                                      $1,129,284        $2,189,395
                                                -------------     -------------

OPERATING EXPENSES
     Selling and marketing                         $ 684,760        $1,351,045
     General and administrative                      693,840           981,989
     Depreciation and amortization                    62,227           128,741
     Stock-based compensation                             --            60,500
                                                -------------     -------------

         Total operating expenses                  1,440,827         2,522,275
                                                -------------     -------------

LOSS FROM OPERATIONS                               $(311,543)        $(332,880)
                                                -------------     -------------

OTHER EXPENSE
     Non-cash interest charges                       (13,517)          (39,001)
     Interest expense                               (397,689)         (438,682)
                                                -------------     -------------

         Total other expense                        (411,208)         (477,683)
                                                -------------     -------------

NET LOSS                                        $   (722,749)         (810,563)
                                                =============     =============

BASIC LOSS PER SHARE                            $      (0.04)     $      (0.05)
                                                =============     =============

DILUTED LOSS PER SHARE                          $      (0.04)     $      (0.08)
                                                =============     =============

WEIGHTED-AVERAGE SHARES OUTSTANDING               18,083,147        17,263,813
                                                =============     =============

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

                                       F-4


<PAGE>

<TABLE>
                                                                                         MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                                              AND SUBSIDIARY
                                                                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                                                               FOR THE YEARS ENDED FEBRUARY,

----------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                  Common Stock          Common      Additional
                                            ------------------------     Stock       Paid-In      Accumulated
                                               Shares       Amount     Committed     Capital        Deficit         Total
                                      --------------  --------------  --------------  --------------  --------------  --------------
<S>                                   <C>             <C>             <C>             <C>             <C>             <C>

BALANCE, FEBRUARY 29, 2001               16,457,287   $     164,574  $       25,920   $  12,260,266   ($ 16,754,767)  $  (4,304,007)

Issuance of Common Stock for
       Prior year shares committed          108,380           1,084         (15,838)         14,754                             -0-
       Services                             850,000           8,500                          22,000                          30,500
       Interest Expense                     235,000           2,350                          14,700                          17,050
Common stock committed for
       Interest expense                                                      21,951                                          21,951
Stock Options issued for services                                                            30,000                          30,000
Net Loss                                                                                                   (810,563)       (810,563)
                                      --------------  --------------  --------------  --------------  --------------  --------------
Balance, February 28, 2002               17,650,667   $     176,508   $      32,033   $  12,341,720   $ (17,565,330)    ($5,015,069)

Common stock committed for
       Interest expense                                                      13,517                                          13,517

Net Loss                                                                                                   (722,749)       (722,749)
                                      --------------  --------------  --------------  --------------  --------------  --------------

Balance, February 28, 2003               17,650,667   $     176,508   $      45,550   $  12,341,720   $ (18,288,079)  $  (5,724,301)
                                      ==============  ==============  ==============  ==============  ==============  ==============

                         The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                            F-5



<PAGE>
<TABLE>
                                                        MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                             AND SUBSIDIARY
                                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                            FOR THE YEARS ENDED FEBRUARY,28

-------------------------------------------------------------------------------------------
<CAPTION>

                                                                    2003           2002
                                                                ------------   ------------
<S>                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                      $  (722,749)   $ (810,563)
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Depreciation and amortization                                  62,227        128,741
      Common stock issued for services                                  -           30,500
      Common stock in lieu of interest expense                          -           32,888
      Common stock committed for services                               -            6,113
      Common stock committed in lieu of interest expense              13,517
      Stock options issued for services                                 -           30,000

  (Increase) decrease in
      Restricted cash                                                    -           7,500
      Accounts receivable                                            49,429        (19,790)
      Inventories                                                    11,184          9,740
      Prepaid income taxes                                               -           3,470
      Prepaid expenses                                               (3,386)           316
      Other assets                                                       -             600
  Increase (decrease) in
      Due to related party                                           (2,780)         5,871
      Accounts payable                                               85,168        141,486
      Accrued payroll and other expenses                            276,382        297,354
      Accrued interest                                              206,285        201,035
                                                                ------------   ------------

Net cash provided from(used in) operating activities            $   (24,273)   $    65,261
                                                                ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of furniture and equipment                                (5,673)       (36,626)
  Increase in intangibles                                            (1,020)            --
                                                                ------------   ------------

Net cash used in investing activities                                (6,693)       (36,626)
                                                                ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of capital lease obligations                             (5,010)       (18,621)
  Proceeds from issuance of notes payable                            88,000         34,500
  Repayment of notes payable                                        (13,000)       (10,300)
                                                                ------------   ------------

Net cash provided by financing activities                       $    69,990    $     5,579
                                                                ------------   ------------

         The accompanying notes are an integral part of these financial statements.
</TABLE>
                                            F-6



<PAGE>

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

                                                                       2003            2002
                                                                  -------------   -------------
<S>                                                               <C>             <C>
Net increase in cash and cash equivalents                         $     38,574    $     34,214

CASH AND CASH EQUIVALENTS (BOOK OVERDRAFT), BEGINNING OF YEAR          (30,228)        (64,442)
                                                                  -------------   -------------

 CASH (BOOK OVERDRAFT), END OF YEAR                               $      8,346    $    (30,228)
                                                                  =============   =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     INTEREST PAID                                                $     41,417    $     48,948
                                                                  =============   =============

     INCOME TAXES PAID                                            $        820    $        910
                                                                  =============   =============

           The accompanying notes are an integral part of these financial statements.
</TABLE>
                                              F-7


<PAGE>

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

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

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the year ended February 28,2002, the Company issued 108,380 shares of
common stock that had been committed in the previous year.

During the year ended February 28, 2002, the Company issued 850,000 shares of
common stock for $30,500 of consulting services rendered.

During the year ended February 28, 2002, the Company issued 235,000 shares of
common stock for $17,050 of interest expense incurred.

During the year ended February 28, 2002, the Company committed to issue 469,000
shares of common stock for $21,951 of interest expense incurred.

During the year ended February 28, 2003, the Company committed to issue 163,920
shares of common stock for $13,517 of interest expense incurred.

During the year ended February 28, 2003 the Company committed to issue 500,000
shares of common stock in connection with a convertible unsecured promissory
note of $50,000.

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

                                       F-8



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               FEBRUARY 28, 2003

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

NOTE 1 - DESCRIPTION OF BUSINESS

         Multi-Media Tutorial Services, Inc., a Delaware corporation, is engaged
         in the production and sales of educational videocassettes through its
         wholly-owned subsidiary, Video Tutorial Services, Inc. (collectively,
         the "Company"). The Company also provides telemarketing and webified
         telemarketing services to third party customers through its Multi-Media
         Telemarketing Services division. The Company sells its educational
         products and services on the Internet on the Company's website,
         TheTutorialChannel.Com. In the most recent periods , videocassette
         sales have provided most of the Company's revenue.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------
         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 $ 722,749 and $810,563 during the years ended
         February 28, 2003 and February 29, 2002, respectively. In addition, the
         Company had an accumulated deficit of $ 18,288,079 and a working
         capital deficit of $ 5,875,431 as of February 28, 2003. Further, the
         Company is currently in default on its capitalized leases. 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 subsidiary,
         Video Tutorial Services, Inc. All significant intercompany transactions
         and balances have been eliminated in consolidation.

         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.

                                       F-9



<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Cash and Cash Equivalents
         -------------------------
         For purposes of the statements of cash flows, the Company considers all
         highly liquid investments purchased with original maturity of three
         months or less to be cash equivalents.

         Advertising
         -----------
         The Company uses direct-response media advertising, consisting
         primarily of television and radio commercials. The Company expenses
         advertising costs as incurred. Advertising expense was $140,540 and
         $22,875 during the years ended February 28, 2003 and February 29, 2002,
         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 and textbooks. Inventory carrying values
         are composed entirely of product costs.

         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 28, 2003 the assets have
         been fully amortized.

                                      F-10



<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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.

         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 short-term notes payable also
         approximates fair value because the current interest rates offered to
         the Company for debt of similar maturities are substantially the same.

                                      F-11



<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Concentrations of Credit Risk
         -----------------------------
         The financial instrument which potentially subjects the Company to
         concentrations of credit risk is cash. The Company places its cash with
         high quality financial institutions, and at times it may exceed the
         Federal Deposit Insurance Corporation $100,000 insurance limit. As of
         February 28, 2003, there were no uninsured portions.

         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, 2003 and February 29, 2002, the Company
         incurred net losses; therefore, basic and diluted loss per share are
         the same.

         Comprehensive Income
         --------------------
         The Company utilizes SFAS No. 130, "Reporting Comprehensive Income."
         This statement establishes standards for reporting comprehensive income
         and its components in a financial statement. Comprehensive income as
         defined includes all changes in equity (net assets) during a period
         from non-owner sources. Examples of items to be included in
         comprehensive income, which are excluded from net income, include
         foreign currency translation adjustments and unrealized gains and
         losses on available-for-sale securities. Comprehensive income is not
         presented in the Company's financials statements since the Company did
         not have any of the items of comprehensive income in any period
         presented.

NOTE 3 - FURNITURE AND EQUIPMENT

         Furniture and equipment at February 28, 2003 consisted of the
         following:

            Furniture and fixtures                                 $     55,565
            Office equipment                                             20,392
            Computer equipment and software                             895,372
            Leasehold improvements                                      113,960
                                                                   -------------

                                                                       1,085,289
            Less: accumulated depreciation and amortization           1,031,004
                                                                   -------------

                     TOTAL                                         $     54,285
                                                                   =============

         Depreciation and amortization expense was $62,227 and $128,741 for the
         years ended February 28, 2003 and February 29, 2002, respectively.

                                      F-12



<PAGE>

NOTE 4 - INTANGIBLE ASSETS

         Intangible assets at February 28, 2003 consisted of the following:

             Master video production costs                         $  1,143,505
             Web Site Development Costs                                  69,050
                                                                   -------------

                                                                       1,211,555
             Less accumulated amortization                            1,139,030
                                                                   -------------

                      TOTAL                                        $     73,525
                                                                   =============

NOTE 5 - SHORT-TERM NOTES PAYABLE

         At February 28, 2003, the Company maintained short term, unsecured
         promissory notes in the amount of $750,000. The notes bear interest at
         8% per annum and were issued September and October 1996 with a
         six-month original maturity. The maturity dates were subsequently
         extended and the notes are currently due and payable.

         At February 28, 2003, the Company maintained short term, non interest
         bearing unsecured promissory notes in the amount of $212,676 which are
         payable on demand.

         During a previous year the Company raised $475,000 through short term
         unsecured bridge financing. The notes bear interest at 10% per annum
         and had a six-month maturity date. During the year ended February 28,
         2001 $100,000 of these notes were converted into common stock. These
         notes are currently due and payable.

         During the year ended February 28, 2000 the Company raised $100,000
         through the issuance of short term notes. The notes bear interest at
         10% per annum and are payable on demand. Subsequently, an additional
         $64,500 was advanced under the same terms and conditions by the same
         lender.

NOTE 6 - CONVERTIBLE PROMISSORY NOTES

         At February 28, 2003, the Company maintained short-term, convertible
         promissory notes in the amount of $250,000. The notes bear interest at
         10% per annum, and are convertible into common stock at a price of (i)
         $1.2656 per share or (ii) 75% of the closing bid for the five trading
         days prior to the conversion. Related to this debt, the Company
         maintains 45,455 shares of its common stock in escrow.

         During the period ended February 28, 2003, the Company obtained $50,000
         through an unsecured convertible promissory note due in February, 2006.
         The note bears interest at 10% per annum and is convertible into common
         stock at a price of the lesser of (i)$.50; or (ii)at fifty percent(50%)
         of the average of the closing bid price during the five trading days
         prior to the conversion.

         During the period ended February 28, 2001, the Company obtained
         $475,690 through short term promissory notes. The conversion terms of
         these notes are the same as the aforementioned notes. Of these amounts,
         $100,000 was converted to common shares in the same period.

         During the year ended February 29, 2000, the Company converted $135,500
         of accounts payable into short-term convertible promissory notes. The
         notes bear interest at 10% per annum and are outstanding in the amount
         of $113,200 as of February 28, 2003.

         In accordance with generally accepted accounting principles, the
         Company accounts for the beneficial conversion feature of convertible
         debt securities based on the difference between the conversion price
         and the fair value of the common stock into which the security is
         convertible, multiplied by the number of shares into which the security
         is convertible. The amount attributable to the beneficial conversion
         feature is recognized as additional interest expense over the most
         beneficial conversion period. In the current period no adjustment was
         necessary as there were no new debt acquired.

                                      F-13



<PAGE>

NOTE 7 - COMMITMENTS AND CONTINGENCIES

         Leases
         ------
         The Company is obligated under an operating lease for its facilities.
         The lease expires in July, 2003. The Company is obligated to pay a
         monthly rent of approximately $10,000 for the use of its facilities.
         The future minimum commitments due under non-cancelable operating
         leases for the year ended February 28, 2003 is approximately $50,000.
         Rent expense was $132,064 and $133,105 for the years ended February 28,
         2003 and February 29, 2002, respectively The Company was in default on
         its capital lease agreements at February 28, 2003 and as such, has
         classified the entire amount representing principal as a current
         liability.

         Software Development Agreement
         ------------------------------
         In December 1999, the Company entered into a consulting agreement with
         a software-consulting firm. The consultants were to develop a web site
         and a CD Rom program. The agreement was valued at $130,000 and called
         for an initial fee of $65,000 with $65,000 due upon completion.
         Pursuant to the agreement, the Company will pay all fees with stock.
         The Company has issued 433,333 shares of common stock and recorded the
         expenditure as web site development costs valued at $65,000. The web
         site is operational but the CD Rom is not as of yet completed. In the
         current period the asset has not been increased nor the liability
         recorded for the additional anticipated stock issuance. The Company
         amortized $9,719 of these web site development costs in the current
         period.

         Litigation
         ----------
                  The Company is involved in various legal proceedings and
         claims which arise in the ordinary course of its business. Management
         does not believe that the outcome of these matters will have a material
         adverse effect on the Company's consolidated position or results of
         operations.

NOTE 8 - INCOME TAXES

         Significant components of the Company's deferred tax assets and
         liabilities for income taxes consisted of the following:

                  Deferred tax assets
                  Operating losses                                 $  4,577,050
                  Valuation allowance                                (4,577,050)
                                                                   -------------

                           NET DEFERRED TAX ASSET                  $         --
                                                                   =============

         Deferred tax assets consisted of net operating loss carryforwards. The
         federal operating loss carryforwards at February 28, 2003 were
         approximately $12,017,000.

                                      F-14



<PAGE>

NOTE 10 - STOCKHOLDERS' DEFICIT

         Stock Purchase 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, 2003 and February 29, 2002:

                                                         2003           2002
                                                    -------------  -------------
           Net loss
               As reported                            $   (722,749)  $ (810,563)
               Pro forma                              $   (745,900)    (840,040)

           Basic and diluted loss per common share
               As reported                            $      (0.04)  $    (0.05)
               Pro forma                              $      (0.04)  $    (0.05)

         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, 2003 and February 29, 2002: dividend yields of 0%
         and 0%, respectively; expected volatility of 100% and 100%,
         respectively; risk-free interest rates of 6% and 6%, respectively;
         values of $0.16 and $0.14, respectively; and expected lives of five and
         five years, 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.

         The following summarizes the stock option transactions:

<TABLE>
<CAPTION>
                                                                              Outside Option Plan
                                                                           -------------------------
                                                              Weighted-                    Weighted
                                             Stock Options    Average      Stock Options   Average
                                              & Warrants      Exercise      & warrants     Exercise
                                              outstanding      Price        Outstanding     Price
                                             -------------  -------------  -------------  ----------
<S>                                          <C>            <C>            <C>            <C>

BALANCE, FEBRUARY 29, 2001                      2,298,860   $       0.72      5,625,000   $    0.12

Granted - Year ended Feb 28, 2002               1,925,000            .06      1,000,000         .07
                                             -------------                 -------------

 BALANCE FEBRUARY 28, 2002                      4,223,860                     6,625,000

Granted - Year ended February 28, 2003            825,000            .02
Expired - Year ended February 28, 2003           (517,171)
                                             -------------                  ------------

Balance, February 28, 2003                      4,531,689                     6,625,000
</TABLE>

         The weighted-average remaining contractual life of the options
         outstanding is 6.8 years at February 28, 2002.

         During the year ended February 28, 2002, the Company issued 1,000,000
         stock options to non employees when the exercise price was more than or
         equal to the fair value of the Company's common stock at the date of
         grant. Stock based compensation has been charged in the amount of
         $30,000.

                                      F-15
<PAGE>

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Multi-Media Tutorial Services, Inc. (the
"Company") on Form 10-KSB for the year ended February 28, 2003 filed with the
Securities and Exchange Commission (the "Report"), I, Barry Reichman, Chief
Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
certify that:

         (1) The Report fully complies with the requirements of Section 13 (a)
of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
materially respects, the consolidated financial condition of the Company as of
the dates presented and consolidated result of operations of the Company for the
period presented.

Date: July 15, 2003
                                        By: /s/ Barry Reichman
                                            ------------------------------------
                                            Chief Executive Officer,
                                            Chief Financial Officer and Director

This certificate has been furnished solely pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

I, Barry Reichman, certify that:

         1. I have reviewed this annual report on Form 10-KSB of Multi-Media
Tutorial Services, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a)       designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this annual
                           report is being prepared;

                  b)       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           annual report (the "Evaluation Date"); and

                  c)       presented in this annual report our conclusions about
                           the effectiveness of the disclosure controls and
                           procedures based on our evaluation as of the
                           Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  a)       all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and

                  b)       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: July 15, 2003
                                        By: /s/ Barry Reichman
                                            ------------------------------------
                                            Chief Executive Officer,
                                            Chief Financial Officer and Director