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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, 2006

                                       OR

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

For the transition period from ______________ to _____________

                         Commission file number: 0-25758

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

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

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

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

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

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

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

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




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

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

Indicate by check mark whether the Registrant is a shell company (as defined by
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The issuer's revenues for the fiscal year ended February 28, 2006 were
$1,135,880.

The number of shares outstanding of the issuer's Common Stock as of June 9 2006
was 37,670,667 shares. The aggregate market value of the Common Stock totaling
33,500,042 shares held by non-affiliates, based on the approximate average of
the bid and asked prices ($.09) of the Common Stock as of June 9, 2005 was
$3,015,004.

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


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


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                                     PART I

ITEM 1.  BUSINESS

GENERAL

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

         The Company has developed a website, TutorialChannel.com which
incorporates various on-line products and services, among them interactive test
taking practice, streaming video featuring the Math Made Easy courseware and
on-line tutoring. The Company plans on promoting its online services through a
redesigned website and internet advertising. The Company has recently launched a
sales campaign to market its online services to schools and colleges.

         The Company currently offers online tutoring services to its
customers and has acquired several hundred paid subscriptions. The
average current subscription price for these customers is $29.95 per month which
includes its on line testing service and a limited number of tutoring sessions.

         The Company recently announced the formation of an online test
preparation division. This entails online preparation for the standardized tests
such as SAT, PSAT and ACT. The Company expects to enroll students in one-on-one
sessions and group sessions for the upcoming exams scheduled for the fall.

         The Company recently announced the ongoing development of "English as a
Second Language" products for Chinese students and business people. The Company
recognizes the intense growing demand for Chinese business people to communicate
effectively in English and has begun discussions with intermediary groups to
market these programs in China,

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

         The Company's objective is to become the premiere resource for parent
and students across the country for their tutorial and remedial home study
programs. The Company's website, Mathmadeeasy.com, provides a full menu of the
Company's tutorial programs with easy to use ordering facilities. The Company
has experienced a steady increase in both visitors to its website as well as
sales conducted through the website. The Company recently completed the redesign
of the Math Made Easy website which presents the Company's products in a more
attractive format and simplifies the ordering process.


                                       3


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PRODUCTS

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

CURRENT PRODUCTS

         The Company's Math Made Easy line covers all levels of math from
pre-school through elementary school as well as high school and college level.
These products are intended to provide a comprehensive review of the subject
matter in a condensed and efficient format. Typically, an entire year's course
is condensed into less than five hours of programming consisting of videotape or
DVD lesson reviews, accompanied by computer graphics and exercises. The average
math consumer order consists of a set of five educational videotapes or DVD's at
a price of $220. Sets of five videotapes are sold to schools at a price of $279,
and the Company has also entered into non-exclusive agreements with various
companies to distribute tapes of reading and literacy educational products as
part of its Reading Made Easy(TM) series. The products include reading
readiness, letter identification, grammar, and reading comprehension which cover
topics from preschool through junior high school. The various titles include
DVD's, audiotapes and workbooks and flash cards. The Company purchases these
products at discounted rates from the respective manufacturers or distributors
and then distributes them through the Company's direct marketing division. The
average reading consumer order consists of five videotapes or DVD's at a price
of $220 for each order.

NEW FORMATS

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

PRODUCT DEVELOPMENT

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

         Many of the Company's DVD's 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.

     The Company has begun the development of an updated Algebra program, its
most popular series. This new version is expected to be completed by the end of
the summer and will feature flash technology and animation using an interactive
format.

PRODUCT ACQUISITION

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


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THE MARKET

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

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

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

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

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

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

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

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

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

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

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


                                       5


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         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 computers and DVD 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 DVD's. The Company has found that its primary customers are parents
with children in the educational system. The Company's efforts to date have
resulted in a database of more than 500,000 names, of which 300,000 ordered
product, and approximately 200,000 names of potential customers.

         The Company believes that its online tutorial services make it an
attractive source for schools and college sales. The Company has hired two
salespeople to make sales calls in this regard.

         In the fiscal year ended February 28, 2006, consumer videotape and DVD
sales and school videotape and DVD sales constituted approximately 90%, and 10%
of total educational sales, respectively. For the fiscal year ended February 28,
2006, consumer sales and school sales constituted approximately 85% and 15% of
total sales, respectively.

SALES, MARKETING AND DISTRIBUTION

         The Company sells its programs on DVD to schools and consumers. The
Company maintains an in house sales force and is able to convert generally 25%
of its leads into customers. As the Company continues to expand its sales force
it will seek out new Internet advertising opportunities to increase its volume
of leads.

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

         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. Customer credit 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 the customer submits to the Company their bank name and
checking account routing number.

PERSONNEL AND TRAINING

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

RETURNS, GUARANTY AND WARRANTY POLICIES

         The Company offers its customers a 90 day money back guarantee during
which period they may return the merchandise for an exchange or full credit. The
Company believes that a money back guaranty policy is essential to the success
of its sales efforts. In addition, management of the Company has implemented
policies and procedures intended to minimize the number of returned products.
These policies and procedures include increasing the appeal of the Company's
products by designing more attractive packaging, 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. The Company has accrued
approximately $55,000, included in accrued expenses, for potential refunds as of
February 28, 2006. See "Risk Factors."


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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

         In the Internet arena, as more advertisers compete for web customers,
advertising prices may significantly increase, reducing the Company's
profitability.

PROPRIETARY RIGHTS

         The Company has received certificates of registration with the United
States Trademark Office for the following trademarks: MATH MADE EASY, PASSPORT
TO MATH SUCCESS, LEARNING TRENDS, AND REAL LIFE MATH. The Company has filed
applications with the United States Trademark Office for the registration of
READING MADE EASY, through which the Company will sell Company produced
products, as well as products thaT the Company buys from outside sources.

EMPLOYEES

         As of June 13, 2006, the Company had 26 employees, of whom 2 were
executive officers, 20 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.

HISTORY OF OPERATING LOSSES

         The Company has experienced significant losses from operations since
inception. It experienced losses of $448,688 and $433,056 for the fiscal years
ended February 28, 2006 and February 29, 2005. As of February 28, 2006, the
Company had a working capital deficit of $5,977,384 and an accumulated deficit
of $19,670,468. 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, 2006, the Company had
outstanding investor loans and advances aggregating $2,251,379, of which
$726,390 may be converted into equity. All of these notes payable are either due
on demand, or are due and payable in the coming fiscal year ended February 28,
2007. There can be no assurance the Company will be able to convert the debt to
equity, or generate the funds from operations or further financings to repay
these obligations. Currently, the Company's sales volume is not sufficient to
repay this indebtedness. In addition, the Company's operating expenses are
anticipated to increase significantly in the future if the Company is able to
implement its expanded marketing strategy. Although the Company is seeking
additional funds to allow it to repay its current debt, expand its customized
sales operations and develop its e-commerce business plan, there can be no
assurance that the Company will not continue to experience such losses or will
ever generate revenues at levels sufficient to support profitable operations.
The Company has received a report from its independent public accountants, that
includes an explanatory paragraph describing the uncertainty as to the ability
of the Company to continue as a going concern. See "Management's Discussion and
Analysis or Plan of Operation" and "Consolidated Financial Statements."


                                       7


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NEED FOR ADDITIONAL FINANCING

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

FUTURE ISSUANCES OF STOCK; DILUTION TO CURRENT STOCKHOLDERS

         The Company currently has outstanding options, warrants and other
rights to acquire an aggregate of approximately 15,374,348 shares of Common
Stock and as of June 12, 2006, the price of the Company's current stock as
quoted on the NASD Electronic Bulletin Board was approximately $.05 per share.
Any future issuances may substantially dilute the holdings of the Company's
current stockholders. Furthermore, such issuances could result in a change of
control of the Company. See "Need for Additional Financing."

RETURNS

         The Company typically experiences returns of approximately 25% which is
standard for the industry. The Company has accrued approximately $55,000,
included in accrued expenses, for potential refunds as of February 28, 2006.


SEASONALITY AND AVAILABILITY OF MEDIA TIME

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

INFLUENCES OF THE ECONOMY

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

LIMITED PRODUCT LINE

         In the fiscal year ended February 28, 2006, most of the Company's
educational sales were from the Math Made Easy(TM) product line. The Company is
currently selling its math programs in both videotape, DVD, and CD Rom formats.
Many of the educational product companies have reconfigured their videotape
based programs into interactive computer software. The Company has plans to do
this as well but may lack the financing to successfully complete this project.

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


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CREDIT CARD FRAUD

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

TURNOVER RATE

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

DEPENDENCE ON MANAGEMENT

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

GOVERNMENT REGULATION

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


                                       9


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

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

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


                                       10


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LIMITATION OF USE OF NET OPERATING LOSS CARRYFORWARDS

         As of February 28, 2006, the Company had federal net operating loss
carryforwards of approximately $12,850,000, portions of which expire yearly
through 2026 (subject to certain limitations). This balance gives effect to
annual limitations on the utilization of the loss carryforwards caused by
"ownership changes" as defined in Section 382 of the Internal Revenue Code. If
there is any additional ownership change, there can be no assurance as to the
specific amount of net operating loss carryforwards available in any post-change
year since the calculation is based upon a fact-dependent formula. See
"Management's Discussion and Analysis or Plan of Operation--Liquidity and
Capital Resources."

NO DIVIDENDS

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

ISSUANCE OF PREFERRED STOCK; POTENTIAL ANTI-TAKEOVER EFFECT

         Certain provisions of Delaware law and the Company's certificate of
incorporation and by-laws could make more difficult a merger, tender offer or
proxy contest involving the Company, even if such events could be beneficial to
the interests of the stockholders. The Board of Directors has the authority to
issue up to 1,000,000 shares of Preferred Stock in one or more series and to fix
the number of shares constituting any such series, the voting powers,
designation, preferences and relative participation, optional or other special
rights and qualifications, limitations or restrictions thereof, including the
dividend rights and dividend rate, terms of redemption (including sinking fund
provisions), redemption price or prices, conversion rights and liquidation
preferences of the shares constituting any series, without any further vote or
action by the stockholders. The issuance of preferred stock by the Board of
Directors could adversely affect the rights of the holders of Common Stock. For
example, such issuance could result in a class of securities outstanding that
would have preferences with respect to voting rights and dividends and in
liquidation over the Common Stock, and could (upon conversion or otherwise)
enjoy all of the rights appurtenant to Common Stock. The authority possessed by
the Board of Directors to issue preferred stock could potentially be used to
discourage attempts by others to obtain control of the Company through a merger,
tender offer, proxy contest or otherwise by making such attempts more difficult
to achieve or more costly. Such provisions could limit the price that certain
investors might be willing to pay in the future for shares of the Company's
Common Stock or preferred stock.


ITEM 2.  PROPERTIES

         The Company leases an approximate 1,400 square foot facility at 1214
East 15th Street, Brooklyn, New York, which houses its telemarketing and other
staff. This lease, which currently calls for monthly rent of $2,500 is scheduled
to expire in February, 2006. In October, 2006 the Company opened a new sales
facility in Lakewood, NJ where it employs approximately 6 individuals.


                                       11


<PAGE>

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. This case has not been
reopened by the creditors.

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

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

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




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

         Not applicable.


                                       12


<PAGE>

                                     PART II

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

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

         The following table sets forth the high and low sales price for the
Company's Common Stock in each quarter of the fiscal years ended February 28,
2005 and 2006 and the initial quarter of the fiscal year ending February 28,
2007.

COMMON STOCK

                                         Bid Prices              Asked Prices
                                         ----------              ------------
                                       High        Low           High      Low
                                       ----        ---           ----      ---
Year Ending February 29, 2005
1st Quarter                            0.13       0.038         0.15      0.045
2nd Quarter                            0.132      0.04          0.20      0.055
3rd Quarter                            0.08       0.05          0.10      0.065
4th Quarter                            0.07       0.04          0.08      0.05


Year Ending February 28, 2006
1st Quarter                            0.06       0.035         0.08      0.042
2nd Quarter                            0.0511     0.21          0.07      0.03
3rd Quarter                            0.045      0.15          0.05      0.02
4th Quarter                            0.072      0.19          0.0799    0.02

Year Ending February 29, 2007
1st Quarter                            0.069      0.02          0.08      0.021

         The closing bid and asked sales prices of the Common Stock, as traded
in the over-the-counter market, on June 14, 2006 were approximately $.08 and
$.105, respectively. These prices are based upon quotations between dealers,
without adjustments for retail mark-ups, mark-downs or commissions, and
therefore may not represent actual transactions.

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

SALES OF UNREGISTERED SECURITIES

         During the year ended February 28, 2006, the Company issued 2,100,000
shares for financial consulting and legal services. These shares were issued at
market with prices ranging from $0.02 to $0.06 per share, for a total value of
$64,500.


                                       13


<PAGE>

         During the year ended February 28, 2006 the Company issued 125,000
common shares valued at market of $0.03 per share for obtaining a one year
extension on the due date of a note payable. In addition to the stock issued for
the extension of the due date, the Company granted the note holder a warrant to
purchase 125,000 shares of common stock at $0.10 per share. These warrants were
granted on December 31, 2005, are exercisable upon issuance and have a five year
life. The Company has valued these warrants under a Black-Scholes option-pricing
model. The total value assigned to these warrants was $3,700 recorded as
financing costs.

         During the year ended February 28, 2006, the Company issued warrants to
two financial consultants to purchase a total of 600,000 shares of common stock
at $0.10 per share. These warrants were granted on June 1, 2005, are exercisable
upon issuance and have a two year life. The Company has valued these warrants
under a Black-Scholes option-pricing model. The total value assigned to these
warrants was $21,900 recorded as a non-cash financing charge.

         During the year ended February 28, 2005 the Company issued 3,880,000
shares of common Stock attached to the issuance of $388,000 of Series "D"
Unsecured Convertible Promissory notes. The Company received net proceeds of
$313,000; the remaining $75,000 notes were issued as fees for securing these
notes. These notes accrued interest at 10% per annum and were due two years from
the date of issuance. The conversion of the notes was at the option of the note
holder at the lesser of $0.50 per share or 50% of the average of the closing bid
price on shares of the Company's common stock during the five day period prior
to the note holder excising the conversion feature. The conversion price has a
minimum conversion price of $0.10 per share. These shares along with the
beneficial conversion feature of the note had been valued at $303,000 to be
amortized over the life of the notes or until such time they are converted. All
Series "D" note holders converted their notes at the time of issuance, and
accordingly the Company issued an additional 3,880,000 shares of common stock
valued at $388,000, and has fully amortized the deferred beneficial conversion
of $303,000 as interest expense.

         During the year ended February 28, 2006 the Company also issued:
500,000 Common shares to liquidate certain trade payables valued at $35,000; the
Company also issued 275,000 shares in payment of interest of $19,500; the
Company also issued 465,000 shares in payment of professional services valued at
$40,800. The Company also issued 4,000,000 common shares upon the exercise of
options issued to the Company's President. These options shares valued at $0.01
per share, or $40,000, is for payment of accrued salaries to this officer. The
Company also issued 1,500,000 common shares for consulting services of $195,000.
Of these services $130,000 were for services previously performed. The remaining
$65,000 was for future services and has been recorded as deferred compensation
of which $46,041 has been earned in the year ended February 28, 2005. The
Company also converted notes payable totaling $115,000 into 1,275,000 shares of
common stock in the year ended February 28, 2005.

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

         None of the above issuances involved underwriters, underwriting
discounts. We relied upon Section 4(2) of the Securities Act of 1933, as
amended, in offering these shares. We believed these exemptions were available
because:

      o     We are not a blank check company;
      o     Total sales did not exceed $1,000,000;
      o     Our officers or directors made all sales of our common stock to the
            above persons;
      o     Sales were not made by general solicitation or advertising;
      o     Sales were made to persons with pre-existing relationships to the
            Company, our officers or directors; and
      o     Sales were made to investors who were either accredited investors or
            who represented that they were sophisticated enough to evaluate the
            risks of the investment.


                                       14


<PAGE>


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

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

RESULTS OF OPERATIONS

         RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED FEBRUARY 28, 2006 AND
FEBRUARY 29, 2005. Net sales for the fiscal year ended February 28, 2006 were
$1,135,880 compared to $878,381 in the fiscal year ended February 29, 2005. The
increase in sales was related to the new sales office established in Lakewood,
New Jersey, and to the increased advertising on the internet.

         Gross profit was $996,151 in 2006 compared to $729,624 in 2005. The
gross profit as a percentage of sales increased to 87% from 83%. This was
achieved through reduced prices on replications and product purchase.

         Selling, general and Administrative expenses were $1,203,794 in 2006
compared to $929,282 for 2005. Of these expenses, $64,500 of this expense
pertained to issuance of stock for professional and consulting services.

         Loss from operations was $207,643 in 2006 compared to $199,658 in 2005.
The operations of the Company remained fairly stable between the two periods, as
the Company is attempting to transition itself for increased sales and updating
their product mix for the up coming fiscal year.

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

         Interest expense was $241,045 in 2006 compared to $752,166 in 2005. A
total of $29,350 of the interest expense in 2006 relates to: (i)The issuance of
125,000 shares of common stock for an extension of a due date on a note payable
granted to the Company, valued at market for $3,750. (ii)The issuance of
warrants to purchase 125,000 shares of common stock at $0.10 per share. These
warrants were issued in connection with the previous loan extension. The
warrants have a five year life from the date of issuance.(iii)In 2006 the
Company issued warrants to financial consultants to purchase 600,000 shares of
commons stock at an exercise price of $0.10 per share. These warrants and were
valued using the Black-Scholes option pricing model. In 2005 a total of $582,l00
of interest expense related to non-cash items such as amortization of debt
discount and the issuance of equity for interest. The interest expense of
$582,100 in the year ended February 28, 2005 was offset by the cancellation of
debt of $518,768 and mentioned in the prior paragraph, for a net total other
expense of $233,398.

         Net loss was $448,688 in 2006 compared to $433,056 in 2005. The loss
was fair consistent from year to year, as the Company is attempting to
transition itself for increased sales and updating their product mix for the up
coming fiscal year.

         LIQUIDITY AND CAPITAL RESOURCES. The Company's cash and restricted cash
increased to $2,654 at February 28, 2006 from $1,843 at February 28, 2005.

         Net cash provided from operating activities in 2006 was $2,355 compared
to cash used in operating activities in the amount of $299,689 in 2005. This is
primarily the result of the Company conserving cash with regards to payment of
the accounts payable and accrued expenses.

         Net cash used in investing activities in 2006 was $34,044 compared to
net cash used of $27,853 in 2005.

         Net cash provided from financing activities in 2005 was $32,500,
compared to $327,813 in 2005. In the year ended February 28, 2005 the Company
completed the issuance of $388,000 of Series "D" convertible notes , for which
the Company received net proceeds of $313,000 for the issuance. The remaining
$75,000 was issued as fees for securing these notes.


                                       15


<PAGE>

         During the year ended February 28, 2006 the Company issued 2,100,000
common shares valued between $0.02 and $0.06 per share in payment of
professional services and consulting services; the Company also issued 125,000
shares valued at $.03 per share in payment of interest;

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

         The Company annual report from its independent public accountants,
includes an explanatory paragraph describing the uncertainty as to the ability
of the Company's operations to continue as a going concern. The Company incurred
net losses of approximately $449,000 and $433,000 during the years ended
February 28, 2006 and 2005, respectively. In addition, the Company had an
accumulated deficit of approximately $19,670,000 and a working capital deficit
of approximately $5,977,000 as of February 28, 2006. The Internal Revenue
Service has placed a tax lien on substantially all of the Company's assets as
the Company is in arrears on payment of payroll taxes, accrued prior to February
28, 2004, and approximating $500,000. Management recognizes that the Company
must generate additional resources and the eventual achievement of sustained
profitable operations. Management's plans include obtaining additional capital
through debt/equity financing and the extension of existing debt. Management is
also contemplating the implementation of additional products. The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.


                                       16


<PAGE>

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


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

         None


                                   PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Officers and Directors

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

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

 Barry Reichman               55            Chief Executive Officer,
                                            Chief Financial Officer and Director

 Anne Reichman                52            Director

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

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


ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth information with respect to compensation
paid by the Company for services to the Company during the two (2) fiscal years
ended February 29, 2006, to the Company's Chief Executive Officer and other
officers of the Company who received annual compensation in excess of $100,000.


                                       17


<PAGE>

                           SUMMARY COMPENSATION TABLE

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

<TABLE>
<S>     <C>
-----------------------------------------------------------------------------------------------------------------
                 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        ($)          ($)             (#)          ($)           ($)
-----------------------------------------------------------------------------------------------------------------

Barry
Reichman(1)    2006    $100,000                                          1,000,000
               2005    $100,000     -0-         -0-          -0-                 -         -             -
</TABLE>

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

         (1) This chart assumes a market price of $0.05 for the Common Stock,
the approximate closing market price for the Company's Common Stock in the over
the counter market, as of February 28, 2006 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. These employment
agreements require the issuance of options to these employees at the market
price.

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 expired on March 31, 2004. The Company has granted 279,953
options under the Stock Option Plan.


                                       18


<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 pursuant to section 12, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

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


                                       19


<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth as of June 12, 2006, information
regarding the beneficial ownership of the Common Stock based upon the most
recent information available to the Company for (i) each person known by the
Company to own beneficially more than five percent of the Common Stock, (ii)
each of the Company's directors and (iii) all officers and directors of the
Company as a group. Unless otherwise indicated, each stockholder's address is
c/o the Company, 1214 East 15th Street Brooklyn, NY 11230

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

Barry Reichman (1)                    13,270,592                28.5

Anne Reichman (1)                     13,270,592                28.5

Mike Lee (2)                           2,300,000                 6.1

Josh B. Scheinfeld
  and Steve G. Martin (3)              4,453,611                11.4

All officers and directors
  as a group (2 persons)(4)           13,270,592                28.5

----------

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

(1)      Mr. and Mrs. Reichman are husband and wife. Mr. Reichman is an officer
         and director of the Company. Mrs. Reichman is a director of the
         Company. Includes options to purchase up to 5,224,967 shares granted to
         Mr. Reichman, options to purchase up to 4,025,000 shares granted to
         Mrs? Reichman, and 4,020,625 shares owned by Mr. Reichman.

(2)      The address for Michael Lee is 14 Woodbridge Rd Hingham, MA 02043
         Includes warrants to purchase 300,000 shares of common stock granted to
         Mr. Lee

(3)      The address for Josh Scheinfeld and Steve Martin is 222 Merchandise
         Mart Plaza Suite 9-112 Chicago, IL 60654. Includes warrants to purchase
         1,625,000 shares of common stock.

(4)      See Footnotes 1 and 2 above.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not Applicable.


                                       20


<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)
16.1     Letter  re change in certifying accountant (2)
21.0     List of Subsidiaries (3)
31       Certification of Barry Reichman pursuant to 18 U.S.C. Section 1350, as
         adopted to section 302 of the Sarbanes-Oxley Act of 2002
32       Certification of Barry Reichman pursuant to 18 U.S.C. Section 1350, as
         adopted to section 906 of the Sarbanes-Oxley Act of 2002

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

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

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

(3)      Filed Herewith


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The Company's board of directors reviews and approves audit and permissible
non-audit services performed by its independent accountants, as well as the fees
charged for such services. In its review of non-audit service fees and its
appointment of Sherb & Co, LLP as the Company's independent accountants, the
board of directors considered whether the provision of such services is
compatible with maintaining independence. All of the services provided and fees
charged by Sherb & Co, LLP in 2005 and 2004 were approved by the board of
directors.

Audit Fees

The aggregate fees billed for professional services for the audit of the annual
financial statements of the Company and the reviews of the financial statements
included in the Company's quarterly reports on Form 10-QSB for Fiscal Years
ended February 28, 2006 and 2005 were $25,500 and $21,000 respectively, net of
expenses.


                                       21


<PAGE>

Audit-Related Fees

There were no other fees billed by during the last two fiscal years for
assurance and related services that were reasonably related to the performance
of the audit or review of the Company's financial statements and not reported
under "Audit Fees" above.


All Other Fees

There were no other fees billed during the last two fiscal years for products
and services provided.


                                       22


<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 15, 2006             By: /S/ Barry Reichman
                                     -------------------------------------------
                                     Barry Reichman, Chief Executive Officer,
                                     Chief Financial Officer and Director

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

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

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


                                       23


<PAGE>

                              FINANCIAL STATEMENTS
                                February 28, 2006


                                      INDEX

PART I. FINANCIAL INFORMATION

                                                                         PAGE
                                                                        NUMBER
                                                                      ----------
Financial Statements

       Report of Independent Registered Public Accounting Firm        F-1

       Consolidated Balance Sheet                                     F-2

       Consolidated Statements of Operations                          F-3

       Consolidated Statements of Stockholders' Deficit               F-4

       Consolidated Statements of Cash Flows                          F-5

       Notes to Consolidated Financial Statements                     F-6 - F-16



<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheet of Multi-Media
Tutorial Services, Inc., as of February 28, 2006 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the years
ended February 28, 2006 and 2005. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Multi-Media Tutorial Services, Inc. as of February 28, 2006, and the
consolidated results of its operations and its cash flows for the years ended
February 28, 2006 and 2005 in conformity with accounting principles generally
accepted in the United States of America,

The accompanying consolidated financial statements have been prepared assuming
the Multi-Media Tutorial Services, Inc will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company has
incurred an accumulated deficit of approximately $19,670,000. The Company has
incurred net losses of approximately $449,000 and $433,000 for the years period
ended February 28, 2006 and 2005, respectively. Additionally, the Company has a
working capital deficiency at February 28, 2006 of approximately $5,977,000. The
Internal Revenue Service has imposed a tax lien on substantially all of the
Company's assets, as the Company is in arrears on payments of payroll taxes of
approximately $631,000. These factors, among others, raise substantial doubts
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2 to the financial statements. The
accompanying financial statements do not include any adjustments that might
result should the Company be unable to continue as a going concern.

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

New York, New York
June 12, 2006


                                      F-1


<PAGE>

<TABLE>
<S>     <C>

                                                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                            AND SUBSIDIARY
                                                                CONSOLIDATED BALANCE SHEET
                                                                         February 28, 2006
------------------------------------------------------------------------------------------

                                          ASSETS

CURRENT ASSETS
     Cash                                                                    $      2,654
     Accounts receivable, less allowance for
         doubtful accounts of $33,902                                             123,044
     Inventory, net                                                                 7,425
     Prepaid expenses                                                              10,998
                                                                             ------------
         Total current assets                                                     144,121

FURNITURE AND EQUIPMENT, net                                                       17,155
INTANGIBLE ASSETS, net                                                             57,014
OTHER ASSETS                                                                        3,000
                                                                             ------------

                                                                             $    221,290
                                                                             ============

                           LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Notes payable                                                           $  2,251,379
     Accounts payable and accrued expenses                                      3,239,334
     Payroll taxes payable                                                        630,792
                                                                             ------------
         Total Current Liabilities                                              6,121,505
                                                                             ------------

STOCKHOLDERS' DEFICIT
     Preferred stock, Series A, $0.01 par value
         1,000,000 shares authorized
         no shares issued and outstanding                                              --
     Preferred stock, Series B, $0.01 par value
         50 shares authorized
         no shares issued and outstanding                                              --
     Common stock, $0.0001 par value
         100,000,000 shares authorized
         36,770,667 shares issued and outstanding                                   3,678
     Additional paid-in capital                                                13,766,575
     Accumulated deficit                                                      (19,670,468)
                                                                             ------------
         Total Stockholders' Deficit                                           (5,900,215)
                                                                             ------------

                                                                             $    221,290
                                                                             ============


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


                                           F-2


<PAGE>

                                                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                            AND SUBSIDIARY
                                                     CONSOLIDATED STATEMENTS OF OPERATIONS
------------------------------------------------------------------------------------------

                                                                For the Year Ended
                                                                   February 28,
                                                        ---------------------------------
                                                            2006                 2005
                                                        ------------         ------------

NET SALES                                               $  1,135,880         $    878,381
COST OF SALES                                                139,729              148,757
                                                        ------------         ------------
GROSS PROFIT                                                 996,151              729,624

SELLING, GENERAL AND ADMINISTRATIVE                        1,203,794              929,282
                                                        ------------         ------------

LOSS FROM OPERATIONS                                        (207,643)            (199,658)
                                                        ------------         ------------

OTHER INCOME (EXPENSE)
      Cancellation of Debt                                        --              518,768
      Interest Expense                                      (241,045)            (752,166)
                                                        ------------         ------------
           Total other income (expense)                     (241,045)            (233,398)
                                                        ------------         ------------

NET LOSS                                                $   (448,688)        $   (433,056)
                                                        ============         ============

BASIC AND DILUTED LOSS PER SHARE                        $      (0.01)        $      (0.02)
                                                        ============         ============

WEIGHTED-AVERAGE SHARES OUTSTANDING -
      Basic and Diluted                                   35,719,914           28,506,105
                                                        ============         ============


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

                                           F-3


<PAGE>

                                                                                                 MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                                                      AND SUBSIDIARY
                                                                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
------------------------------------------------------------------------------------------------------------------------------------

                                                 Common Stock                            Additional
                                          ---------------------------     Deferred        Paid-In      Accumulated
                                             Shares         Amount      Compensation      Capital        Deficit          Total
                                          ------------   ------------   ------------    ------------   ------------    ------------

Balance, February 29, 2004                  18,770,667          1,877             --      12,537,726    (18,788,724)     (6,249,121)
    Issuance of common stock with
       Series D financing and beneficial
       Conversion feature                    3,880,000            388             --         302,612             --         303,000
    Issuance of common stock upon
       Conversion of Series D debt           3,880,000            388             --         387,612             --         388,000
    Common Stock Issued for:
       Consulting                            1,500,000            150        (65,000)        194,850             --         130,000
       Cashless exercise of Options
            For services                     4,000,000            400             --          39,600             --          40,000
       Interest                                275,000             28             --          19,472             --          19,500
       Services                                465,000             46             --          40,754             --          40,800
       Payment of accounts payable             500,000             50             --          34,950             --          35,000
       Conversion of note payable            1,275,000            128             --         115,372             --         115,500
    Amortization of deferred compensation           --             --         46,041              --             --          46,041
    Net Loss                                        --             --             --              --       (433,056)       (433,056)
                                          ------------   ------------   ------------    ------------   ------------    ------------
Balance, February 28, 2005                  34,545,667          3,455        (18,959)     13,672,948    (19,221,780)     (5,564,336)
    Common Stock issued for:
       Extension of loan payable               125,000             13             --           3,737             --           3,750
       Services                              2,100,000            210             --          64,290             --          64,500
    Warrants to purchase stock issued for:
       Extension of loan payable                    --             --             --           3,700             --           3,700
       Services                                 21,900             --         21,900
    Amortization of deferred compensation           --             --         18,959              --             --          18,959
    Net Loss                                        --             --             --              --       (448,688)       (448,688)
                                          ------------   ------------   ------------    ------------   ------------    ------------

Balance, February 28, 2006                  36,770,667   $      3,678   $         --    $ 13,766,575   $(19,670,468)   $ (5,900,215)
                                          ============   ============   ============    ============   ============    ============


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

                                                                F-4


<PAGE>

                                                      MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                           AND SUBSIDIARY
                                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------

                                                                   For the Year Ended
                                                                       February, 28
                                                                 ------------------------
                                                                    2006          2005
                                                                 ---------      ---------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                    $(448,688)     $(433,056)
Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities
        Depreciation and amortization                               36,030         28,994
        Loss on abandonment of fixed assets                             --          7,592
        Cancellation of debt                                            --       (518,768)
        Financing fees for convertible debt                             --         75,000
        Amortization of discount on debt                                --        303,000
        Amortization of deferred compensation                       18,959             --
        Common stock issued for:
           Extension for loan repayment                              3,750             --
           Services                                                 64,500        216,841
        Warrants to purchase common stock granted for:
           Extension of loan payable due date                        3,700             --
           Services                                                 21,900             --
Changes in Operating assets and Liabilities:
     Accounts receivable                                           (46,494)       (46,820)
     Inventories                                                     8,276         19,710
     Prepaid expenses and other assets                              (9,285)         5,048
     Accounts payable and accrued expenses                         356,942         42,770
     Payroll taxes payable                                          (7,235)            --
                                                                 ---------      ---------
Net cash provided by (used in) operating activities                  2,355       (299,689)
                                                                 ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                            (9,345)       (10,979)
     Increase in intangibles                                       (24,699)       (16,874)
                                                                 ---------      ---------
Net cash used in investing activities                              (34,044)       (27,853)
                                                                 ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of notes payable                        32,500        327,813
                                                                 ---------      ---------
Net cash provided by financing activities                           32,500        327,813
                                                                 ---------      ---------

Net increase in cash                                                   811            271

CASH, BEGINNING OF PERIOD                                            1,843          1,572
                                                                 ---------      ---------

CASH, END OF PERIOD                                              $   2,654      $   1,843
                                                                 =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     INTEREST PAID                                               $      --      $      --
                                                                 =========      =========
     INCOME TAXES PAID                                           $      --      $      --
                                                                 =========      =========

NON-CASH INVESTING AND FINANCING ACTIVITIES
     Common stock issued in settlement of accounts payable
        and accrued expenses                                     $      --      $  94,500
                                                                 =========      =========
     Common stock issued to settle debt                          $      --      $ 115,500
                                                                 =========      =========
     Common stock issued on conversion of convertible de$t              --      $ 388,000
                                                                 =========      =========


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

                                           F-5
</TABLE>


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               FEBRUARY 29, 2006
--------------------------------------------------------------------------------

NOTE 1 - DESCRIPTION OF BUSINESS

Multi-Media Tutorial Services, Inc., ("MMTS") a Delaware corporation, is engaged
in the production and sales of educational videocassettes, CD's and DVD's
through its wholly-owned subsidiaries Video Tutorial Services, Inc. ("VTS") and
Math Channel, Inc. ("Math Channel"). VTS, a New York State corporation was
established in 1985. Math Channel, a New York State corporation was established
in December 2005 to provide tutorial one- on- one on line educational services.
Henceforth VTS, Math Channel or MMTS are to be referred to as the "Company",
unless reference is made to the respective company. The Company sells its
educational products and services on the Internet via the Company's website,
Mathmadeeasy.com and through its own inbound and outbound sales force.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern
-------------
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. The Company incurred net losses
of approximately $449,000 and $433,000 during the years ended February 28, 2006
and 2005, respectively. In addition, the Company had an accumulated deficit of
approximately $19,670,000 and a working capital deficit of approximately
$5,977,000 as of February 28, 2006. The Internal Revenue Service has placed a
tax lien on substantially all of the Company's assets as the Company is in
arrears on payment of payroll taxes, accrued prior to February 28, 2004, and
approximating $500,000. Management recognizes that the Company must generate
additional resources and the eventual achievement of sustained profitable
operations. Management's plans include obtaining additional capital through
debt/equity financing and the extension of existing debt. Management is also
contemplating the implementation of additional products. The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

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

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


                                      F-6


<PAGE>

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

Inventory
---------
The cost of inventories is determined by the first-in, first-out method and is
stated at the lower of cost or market. Inventories are composed primarily of
videocassettes, CD's, DVD's, and textbooks. The Company has a reserve of $20,000
on inventory as of February 28, 2006.

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.

Stock Based Compensation
------------------------
The Company accounts for stock transactions in accordance with APB No.25,
"ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES". In accordance with Statement of
Accounting Standards No 123 ("SFAS 123"), as amended by SFAS 148, "ACCOUNTING
FOR STOCK-BASED COMPENSATION", the company adopted the pro forma disclosure
requirements of SFAS 148.

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

Shipping and Handling Costs
----------------------------
The Company includes shipping and handling costs in cost of sales. Such costs
were approximately $38,000 and $48,000 in the years ended February 28, 2006
and 2005 respectively.

Advertising
-----------
The Company uses direct-response media advertising, consisting primarily of
Internet advertising. The Company expenses advertising costs as incurred.
Advertising expense was $210,393 and $129,096 during the years ended February
28, 2006 and 2005, respectively.


                                      F-7


<PAGE>

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

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

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

Net Loss per Share
------------------
The Company utilizes SFAS No. 128, "EARNINGS PER SHARE." Basic loss per share is
computed by dividing loss available to common stockholders by the
weighted-average number of common shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. For the years ended February 28, 2005 and February
29, 2004, the Company incurred net losses; therefore, basic and diluted loss per
share are the same. The outstanding options excluded in the computation amounted
to 12,824,343 and 15,374,353 at February 28, 2006 and 2005 respectively. The
amount of shares upon conversion of convertible debt excluded in the computation
amounted to approximately 8,500,000 at February 28, 2006.

Recent Accounting Pronouncements
---------------------------------
-        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, "an
         amendment of ARB No. 43, Chapter 4," "SFAS 151") which clarifies the
         types of costs that should be expensed rather than capitalized as
         inventory. SFAS 151 also clarifies the circumstances under which fixed
         overhead costs associated with operating facilities involved in
         inventory processing should be capitalized. The provisions of SFAS 151
         are effective for fiscal years beginning after June 15, 2005 and we
         will adopt this standard in fiscal 2006. SFAS 151 is not expected to
         have a significant impact on the Company's consolidated financial
         statements.


                                      F-8


<PAGE>

-        In December 2004, the FASB issued SFAS No. 123 (Revised 2004),
         "Share-Based Payment," "SFAS 123R" a revision to FASB Statement 123,
         "Accounting for Stock-Based Compensation" and this statement supersedes
         APB Opinion No. 25, "Accounting for Stock Issued to Employees," and its
         related implementation guidance. SFAS 123R focuses primarily on
         accounting for transactions in which an entity obtains employee
         services in share-based payment transactions. SFAS No. 123R requires a
         public entity to measure the cost of employee services received in
         exchange for an award of equity instruments based on the grant-date
         fair value of the award (with limited exceptions). That cost will be
         recognized over the period during which an employee is required to
         provide service in exchange for the award. SFAS 123R is effective as of
         the beginning of the first interim or annual reporting period that
         begins after June 15, 2005 and the company will implement SFAS 123R in
         the first quarter of fiscal 2006. The Company is evaluating the effect
         that SFAS 123R will have on future consolidated financial statements.

-        In March 2005, the SEC released SAB 107, "Share-Based Payments" ("SAB
         107"). The interpretations in SAB 107 express views of the SEC staff
         regarding the interaction between SFAS 123R and certain SEC rules and
         regulations, and provide the staff's views regarding the valuation of
         share-based payment arrangements for public companies. In particular,
         SAB 107 provides guidance related to share-based payment transactions
         with non-employees, the transition form nonpublic to public entity
         status, valuation methods (including assumptions such as expected
         volatility and expected term), the accounting for certain redeemable
         financial instruments issued under share-based payment arrangements,
         the classification of compensation expense, non-GAAP financial
         measures, first-time adoption of SFAS 123R in an interim period,
         capitalization of compensation cost related to share-based payment
         arrangements, the accounting for income tax effects of share-based
         arrangements upon adoption of SFAS 123R, the modification of employee
         share options prior to the adoption of SFAS 123R and disclosures in
         Management's Discussion and Analysis subsequent to the adoption of SFAS
         123R. SAB 107 requires stock-based compensation be classified in the
         same expense lines as cash compensation is reported for the same
         employees. The Company will implement SAB 107 in the first quarter of
         fiscal 2006, in conjunction with SFAS 123R. The Company is evaluating
         the effect that SFAS 123R will have on future consolidated financial
         statements.

-        In December 2004, the FASB issued SFAS No. 153, "Exchanges of
         Nonmonetary Assets--An Amendment of APB Opinion No. 29, Accounting for
         Nonmonetary Transactions" ("SFAS 153"). SFAS 153 eliminates the
         exception from fair value measurement for nonmonetary exchanges of
         similar productive assets in paragraph 21(b) of APB Opinion No. 29,
         "Accounting for Nonmonetary Transactions," and replaces it with an
         exception for exchanges that do not have commercial substance. SFAS 153
         specifies that a nonmonetary exchange has commercial substance if the
         future cash flows of the entity are expected to change significantly as
         a result of the exchange. SFAS 153 is effective for the fiscal periods
         beginning after December 15, 2005 and the Company will adopt this
         standard in the first quarter of fiscal year end February 28, 2007.
         SFAS 153 is not expected to have a significant impact on the Company's
         consolidated financial statements.

-        In June 2005, the FASB issued SFAS No. 154 "Accounting Changes and
         Error Corrections," ("SFAS 154"), a replacement of APB Opinion No. 20,
         "Accounting Changes", and SFAS No. 3 "Reporting Accounting Changes in
         Interim Financial Statements." SFAS 154 applies to voluntary changes in
         accounting principle and changes the requirements for accounting for
         and reporting of a change in accounting principle. SFAS 154 requires
         retrospective application to prior periods' financial statement of a
         voluntary change in accounting principle unless it is impracticable.
         SFAS 154 is effective for accounting changes and corrections of errors
         made in fiscal years beginning after December 15, 2005. Earlier
         application is permitted for accounting changes and corrections of
         errors made occurring in fiscal years beginning after June 1, 2005. The
         Company will adopt SFAS 154 in fiscal year end February 28, 2007. SFAS
         154 is not expected to have a significant impact on the Company's
         consolidated financial statements.


                                      F-9


<PAGE>

-        In February 2006, the FASB issued SFAS No. 155, which is an amendment
         of SFAS No. 133 and 140. This statement; a) permits fair value
         remeasurement for any hybrid financial instrument that contains an
         embedded derivative that otherwise would require bifurcation, b)
         clarifies which interest- only strip and principal-only strip are not
         subject to the requirements of SFAS No. 133, c) establishes a
         requirement to evaluate interests in securitized financial assets to
         identify interests that are freestanding derivatives or that are hybrid
         financial instruments that contain an embedded derivative requiring
         bifurcation, d) clarifies that concentrations of credit risk in the
         form of subordination are not embedded derivatives, e) amends SFAS No.
         140 to eliminate the prohibition on a qualifying special-purpose entity
         from holding a derivative financial instrument that pertains to a
         beneficial interest other than another derivative financial instrument.
         This statement is effective for financial statements for fiscal years
         beginning after September 15, 2006. Earlier adoption of this statement
         is permitted as of the beginning of an entity's fiscal year, provided
         the entity has not yet issued any financial statements for that fiscal
         year. SFAS No. 155 is not expected to have a significant impact on the
         companies consolidated financial statements.

-        In March 2006, the FASB issued SFAS No. 156, which amends SFAS No. 140.
         This statement establishes, among other things, the accounting for all
         separately recognized servicing assets and servicing liabilities. This
         statement amends SFAS No. 140 to require that all separately recognized
         servicing assets and servicing liabilities be initially measured at
         fair value, if practicable. SFAS No. 156 permits, but does not require,
         the subsequent measurement of separately recognized servicing assets
         and servicing liabilities at fair value. An entity that uses derivative
         instruments to mitigate the risks inherent in servicing assets and
         servicing liabilities is required to account for those derivative
         instruments at fair value. Under SFAS No. 156, an entity can elect
         subsequent fair value measurement to account for its separately
         recognized servicing assets and servicing liabilities. By electing that
         option, an entity may simplify its accounting because this statement
         permits income statement recognition of the potential offsetting
         changes in fair value of those servicing assets and servicing
         liabilities and derivative instruments in the same accounting period.
         SFAS No. 156 is effective for financial statements for fiscal years
         beginning after September 15, 2006. Earlier adoption of SFAS No. 156 is
         permitted as of the beginning of an entity's fiscal year, provided the
         entity has not yet issued any financial statements for that fiscal
         year. SFAS No. 156 is not expected to have a significant impact on the
         Company's consolidated financial statements.

Management does not believe that recently issued, but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying financial statements.

NOTE 3 - FURNITURE AND EQUIPMENT

Furniture and equipment at February 28, 2006 consisted of the following:

           Furniture and fixtures                      $      55,965
           Office equipment                                   31,448
           Computer equipment                                185,865
                                                       -------------
                                                             273,278
           Less accumulated depreciation                     256,123
                                                       -------------
                                                       $      17,155
                                                       =============

Depreciation expense was $10,423 and $11,785 for the years ended February 28,
2006 and February 29, 2005, respectively.

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

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


                                      F-10


<PAGE>

NOTE 4 - INTANGIBLE ASSETS

Intangible assets at February 28, 2006 consisted of the following:

           Master video production costs               $   1,143,505
           Web Site Development Costs                        110,822
           Software                                           22,747
           Patents and Copyrights                             22,088
                                                       -------------
                                                           1,299,162
           Less accumulated amortization                   1,242,148
                                                       -------------
                                                       $      57,014
                                                       =============

Amortization expense was $25,607 and $21,535 for the years ended February 28,
2006 and 2005 respectively.

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


                   Year ended February 28,
                                  2007                 $              25,302
                                  2008                                14,464
                                  2009                                 8,559
                                  2010                                 8,559
                                  2011                                   130

NOTE 5 - NOTES PAYABLE

<TABLE>
<S>                                                                                   <C>
At February 28, 2006 the Company was obligated for the following:

         8-10% notes, unsecured, payable on demand. During the year ended
         February 28, 2006 the Company was loaned various advances totaling
         $32,500. These advances accrue interest based on an annualized rate of
         10% per annum. As with the other notes payable in this category, the
         notes are due upon demand                                                    $   1,322,313

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

         17% convertible unsecured notes payable on demand; the notes are
         convertible into common stock at a price of $1.2656 per share or an
         alternate conversion of 75% of the closing bid for the first five
         trading days prior to conversion. The alternate conversion price can
         not be lower than $0.55 per share, or more than $3.55 per share                    250,000

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

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

                                                                                      $   2,251,379
                                                                                      =============
</TABLE>

Certain of the above notes payable are from shareholders of the Company.


                                      F-11


<PAGE>

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At February 28, 2006 accounts payable and accrued expenses consisted of the
following:

         Trade payables                  $    944,095
         Accruals:
             Interest                       1,689,790
             Salaries                         451,140
             Other                            154,309
                                         ------------
                                         $  3,239,334
                                         ============

NOTE 7 - INCOME TAXES

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

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

                                                    Year Ended February 28,
                                                -------------------------------
                                                     2006              2005
                                                -------------     -------------

         Benefit computed at statutory rate     $     157,000     $     115,000
         Income tax benefit not utilized             (157,000)         (115,000)
                                                -------------     -------------
         Net income tax benefit                 $          --     $          --
                                                =============     =============

         The Company had a net operating loss carryforward for tax purposes
         totaling approximately $12,850,000 at February 28, 2006 expiring
         through the year 2026. Listed below are the tax effects of the items
         related to the Company's net tax asset.

         Tax benefit of net operating loss carryforward           $   4,507,000
         Valuation allowance Net deferred tax asset                  (4,507,000)
                                                                  -------------
                                                                  $          --
                                                                  =============


NOTE 8 - COMMITMENTS AND CONTINGENCIES

Commitments:

Operating Leases -

         In March, 2004 the Company entered into a two year operating lease at a
         new facility in Brooklyn, New York. The lease began on March 1, 2004
         and expired on February 28, 2006. The Company is currently leasing this
         facility on a month to month basis.

         In November, 2005 the Company entered into a one year lease for office
         and distribution functions in Lakewood, New Jersey for the operation of
         their Math Channel subsidiary. This lease expires in November, 2006 and
         has monthly rental requirements of $1300.

         The Company rents additional storage capacity at a Brooklyn, New York
         facility. This rental arrangement has no lease and is on a month to
         month basis. This rental arrangement is approximately $350 per month.

         Net rent expense, for the above facilities was $39,400 and $29,426 for
         the years ended February 28, 2006 and 2005, respectively.


                                      F-12


<PAGE>


         The aggregate future minimum lease payments are as follows:

                  Year ended February 28,
                           2007                     $    11,700
                                                    -----------
                                                    $    11,700
                                                    ===========
Employment Agreements -

         The Company has employment agreements with their Chief Executive
         Officer (CEO), a Director and Operations Manager and the wife of the
         CEO, and the brother of the CEO. These employment agreements are in
         effect from January 1, 2005 through December 31, 2009. Total
         compensation for the CEO is set at $100,000 per year. For the
         operations manager the annual salary is $75,000. The brother of the CEO
         has waived his annual salary of $50,000 until such time that the
         Company is profitable. In addition, the Operations Manager and brother
         of the CEO 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 end.

Contingencies:

         The Company is subject to litigation in the normal course of business,
         and claims may arise from time to time. Presently the Company is not
         aware of any pending or threatened litigation and has not provided a
         reserve or an accrual for any such contingencies.

         The Company has a significant amount of debt and notes payable that
         have been recorded. In certain instances, the Company has been
         involved, and may be involved in the future, in litigation due to
         non-payment of debt and notes payable.


NOTE 9  COMMON STOCK

-        In July and August 2004 the Company issued $388,000 of Series "D"
         Unsecured Convertible Promissory Notes to various note holders. These
         notes accrued interest at 10% per annum and were due two years from the
         date of issuance. The Company received net proceeds of $313,000 from
         these notes. The remaining $75,000 was issued as fees for securing
         these notes. Attached to each note were 10 shares for each dollar of
         debt issued or 3,880,000 shares of common stock. These notes are
         convertible at the option of the holders at the lesser of $0.50 per
         share, or 50% of the average of the closing bid price on shares of the
         Company's common stock during the five day period prior to the note
         holder excising the conversion feature. The conversion price has a
         minimum conversion price of $0.10 per share. All note holders converted
         their notes immediately upon issuance of the notes. The total value of
         the stock issued was $388,000.

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

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

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

-        During the year ended February 28, 2005 the Company issued 1,500,000
         shares of common stock for consulting services of $195,000. Of these
         services $130,000 were for services previously performed. The remaining
         $65,000 was for future services and has been recorded as deferred
         compensation of which $46,041 has been earned in the year ended
         February 28, 2005, the remaining $18,959 was earned in the year ended
         February 28, 2006.

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

-        During the year ended February 28, 2005, the Company issued 275,000
         shares of common stock based on market prices, in payment of accrued
         interest of $19,500.

                                      F-13


<PAGE>

-        During the year ended February 28, 2005, the Company issued 500,000
         shares based on market prices, in payment of accounts payable totaling
         $35,000.

-        During the year ended February 28, 2006, the Company issued 2,100,000
         shares for financial consulting and legal services. These shares were
         issued at market with prices ranging from $0.02 to $0.06 per share, for
         a total value of $64,500.

-        The Company issued 125,000 shares of common stock to a holder of a note
         payable to obtain a one year extension on the due date of the note to
         December 31, 2006. These shares were valued at market for $3,750 and
         are recorded as a non-cash financing charge.

         In addition to the issuance of common stock, the Company granted the
         note holder a warrant to purchase 125,000 shares of common stock at
         $0.10 per share. This warrants granted on December 31, 2005, is
         exercisable upon issuance and has a five year life. The Company has
         valued this warrant under a Black-Scholes option-pricing model. The
         total value assigned to these warrants was $3,700 recorded as financing
         costs. The following assumptions were used in the Black-Scholes
         calculation: dividend yield of 0%, expected volatility of 266%,
         risk-free interest rate of 4.35%, and an expected life of five years.

-        During the year ended February 28, 2006, the Company issued warrants to
         two financial consultants to purchase a total of 600,000 shares of
         common stock at $0.10 per share. These warrants were granted on June 1,
         2005, are exercisable upon issuance and have a two year life. The
         Company has valued these warrants under a Black-Scholes option-pricing
         model. The total value assigned to these warrants was $21,900 recorded
         as a non-cash financing charge. The following assumptions were used in
         the Black-Scholes calculation: dividend yield of 0%, expected
         volatility of 240%, risk-free interest rate of 3.50%, and an expected
         life of two years.


NOTE 10   STOCK WARRANTS AND OPTIONS

The Company has adopted only the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." It applies Accounting Principles
Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its plans and does not recognize
compensation expense for its stock-based compensation plans other than for
restricted stock and options/warrants issued to outside third parties. If the
Company had elected to recognize compensation expense based upon the fair value
at the grant date for awards under its plan consistent with the methodology
prescribed by SFAS No. 123, the Company's net loss and loss per share would be
increased to the pro forma amounts indicated below for the years ended February
28, 2006 and 2005:

                                                          February 28,
                                                  ----------------------------
                                                     2006             2005
                                                  -----------      -----------

Net loss as reported                              $  (448,688)     $  (433,056)

Less: stock-based compensation expense
determined under fair-value based method              (15,403)         (57,750)
                                                  -----------      -----------

Pro Forma net loss                                $  (464,091)     $  (490,806)
                                                  -----------      -----------

Basic and diluted loss per common share:
      As reported                                 $     (0.01)     $     (0.02)
      Pro Forma                                   $     (0.01)     $     (0.02)


       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, 2006 and 2005: dividend yields of
0% and 0%, respectively; expected volatility of 244% and 214% respectively;
risk-free interest rates of 4.29% and 4.00%, respectively; and an average
expected life of five years for both years. The weighted average fair value per
option of options granted during the years ended February 28, 2006 and 2005 was
$0.04 and $0.03, respectively.


                                      F-14


<PAGE>

         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.

<TABLE>
<S>     <C>
The following summarizes the stock option transactions:

                                                                 Outside Option Plan
                                                               ------------------------
                                                 Weighted                      Weighted
                                Stock Options     Average      Stock Options   Average
                                 and Warrants    Exercise      and Warrants    Exercise
                                 Outstanding       Price       Outstanding      Price
                                 -----------     ---------     ----------     ---------

Balance at February 29, 2004      9,731,694      $   0.17      6,750,000      $   0.17

       Granted                      700,000          0.06        125,000          0.06
       Expired                           --            --       (182,341)         0.15
       Exercised                 (4,300,000)         0.01             --            --
                                 -----------     ---------     ----------     ---------
Balance at February 28, 2005      6,131,694          0.19      6,692,659          0.10

       Granted                    2,550,000          0.08             --           --
       Expired                           --            --             --           --
       Exercised                         --            --             --           --
                                 -----------     ---------     ----------     ---------
Balance at February 28, 2006      8,681,694      $   0.09      6,692,659      $   0.09
                                 ==========      =========     ==========     =========


The following table summarizes the outstanding and exercisable options as of
February 28, 2006:

                                                   Weighted
                                                   Average           Weighted                                 Weighted
                                                  Remaining           Average                                 Average
                                 Number            Life in           Exercise              Number             Exercise
Range of exercise price       Outstanding           Years              Price             Exercisable           Price
------------------------    ----------------     -------------     --------------     -----------------    ---------------
     $0.01 - $0.06                7,500,000              5.45             $ 0.04             5,100,000             $ 0.05
     $0.07 - $0.10                5,800,000              4.80             $ 0.09             4,400,000             $ 0.09
     $0.12 - $0.25                1,595,000              3.63             $ 0.24             1,595,000             $ 0.24
     $0.30 - $0.90                  479,353              2.64             $ 0.41               479,348             $ 0.41
                            ----------------     -------------     --------------     -----------------    ---------------
                                 15,374,353              4.37             $ 0.09            11,574,348             $ 0.11
</TABLE>

NOTE 11 - CANCELLATION OF DEBT

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



                                      F-15

<PAGE>

NOTE 12 - SUBSEQUENT EVENTS

On April 10, 2006, the Company issued 10% unsecured convertible debt in the
amount of $50,000. Issued with the debt were 250,000 shares of the Company's
common stock value at $5,275, which the Company recorded as a discount on debt
that is being amortized and expensed as interest over the life of the debt, or
until such time as the debt is converted. The debt is convertible at of $.50 per
share or 50 percent of the average closing bid during the five trading days
prior to the note holder giving notice of conversion, but not lower than $.10
per share.

Subsequent to February 28, 2006 the Company issued 250,000 shares of common
stock at market, for payment of legal fees of $12,500.

Subsequent to February 28, 2006 the Company issued 400,000 shares of common
stock upon the exercise of an option for $.01 per share.


                                      F-16