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

                                   FORM 10-KSB

(Mark One)

|X|      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                  For the fiscal year ended: FEBRUARY 29, 2008
                                             -----------------
                                       OR

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

               For the transition period from ________ to ________

                           Commission File No. 0-25758

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

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

1214 EAST 15TH STREET, BROOKLYN, NEW YORK                   11230
-----------------------------------------                   -----
 (Address of principal executive offices)                 (Zip Code)

                     Issuer's telephone number: 718 951-2350
                                                ------------

                                   Copies to:
                              The Sourlis Law Firm
                            Virginia K. Sourlis, Esq.
                                  The Galleria
                                 2 Bridge Avenue
                           Red Bank, New Jersey 07701
                                 (732) 530-9007
                               www.SourlisLaw.com

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.0001 per share

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the registrant (1) 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 (2)
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. [ ]

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [ ] No |X|

State issuer's revenues for most recent fiscal year: $657,498

State the number shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: The number of shares outstanding of
the issuer's Common Stock as of June 12, 2008 was 53,929,092 shares.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act):

The aggregate market value of the Common Stock totaling 50,429,092 shares held
by non-affiliates, based on the approximate average of the bid and asked prices
of $.02 per share as of June 12, 2008 was $1,008,581.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

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                                TABLE OF CONTENTS
                                -----------------

                                     PART I
                                     ------

Item 1.    Description of Business                                             3

Item 2.    Description of Property                                             8

Item 3.    Legal Proceedings                                                   8

Item 4.    Submission of Matters to a Vote of Security Holders                 9

                                     PART II
                                     -------

Item 5.    Market for Common Equity and Related Stockholder Matters            9

Item 6.    Management's Discussion and Analysis or Plan of Operation          12

Item 7.    Financial Statements                                               20

Item 8.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                           20

Item 8AT.  Controls and Procedures                                            21

Item 8B.   Other Information                                                  22

                                    PART III
                                    --------

Item 9.    Directors, Executive Officers, Promoters and Control Persons
           and Corporate Governance; Compliance with Section 16(a) of
           the Exchange Act                                                   23

Item 10.   Executive Compensation                                             24

Item 11.   Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                    27

Item 12.   Certain Relationships and Related Transactions and Director
           Independence                                                       28

Item 13.   Exhibits and Reports on Form 8-K                                   28

Item 14.   Principal Accountant Fees and Services                             29

Signatures                                                                    30


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                           FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-KSB are
"forward-looking statements" (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of MULTI-MEDIA TUTORIAL SERVICES, INC., a Delaware corporation (the
"Company") to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing, involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.

                                     PART I
                                     ------

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL:

Multi-Media Tutorial Services, Inc., a Delaware corporation formed in 1994, (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
DVD's 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 online
tutoring. The Tutorial Channel enables parents to obtain personalized live
on-line tutoring for their children in the comfort of their home at prices
significantly lower than traditional tutoring. The Company employs tutors who
have graduated in mathematics and science and performed at the top of their
class. The Company plans on promoting its online services through its website
and internet advertising. The Company has redesigned its tutorialchannel.com
website and expanded its tutoring service to science subjects in addition to
mathematics.

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 $60 per month which includes the Company's on line
testing service and a limited number of tutoring sessions.

The Company has developed an online test preparation division. This entails
online preparation for the standardized tests such as SAT, PSAT and ACT. The
Company expects to begin marketing this service in the upcoming fall season.

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 325,000 customers over the last ten years. In addition, the
Company has recently begun to point a portion of its advertising directly to the
tutorialchannel.com site.

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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 recently launched a new website, Mathmadeeasy.net, for purchases of
its Math Made Easy DVD series, whereas our website, Mathmadeeasy.com, offers a
combined program of review courseware and tutorial services. The Company's
tutorialchannel.com website offers both monthly subscriptions for tutorial
services as well as hourly tutoring packages in math and science. In addition,
the website includes a test taking module where members can access a plethora of
problems and worked out solutions in all areas of mathematics. The Company
experiences a steady stream of both visitors to its website as well as sales
conducted through the website.

Need for Additional Financing to Fund Operations

The Company has suffered recurring losses and has an accumulated deficit of
$22,025,837 and a working capital deficiency of $6,324,526 at February 29, 2008.
In order to sustain its operations and grow its business in this competitive
market, the Company needs to obtain additional financing. The Company is
actively seeking sources of additional financing in order to meet its debt
repayment obligations and to maintain and potentially expand its current
operations. To date, the Company has not successfully attained additional
financing and there can be no reassurances that the Company will be able to do
so in the future. If the Company is unsuccessful in attaining additional
financing, the Company may be required to severely curtail or cease operations.
See "Management's Discussion and Analysis or Plan of Operation" and "Risk
Factors".

During the year ended February 29, 2008, the Company and its subsidiary, The
Math Channel, received a notice of assessment from the New York Sate Department
of Labor in the amount of approximately $15,000. the DOL claiming a
predecessor/successor relationship between the Company and The Math Channel,
wherein the Company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that The Math Channel
currently is obligated to pay based on certain compensation for each employee.
the Company has retained counsel to investigate and seek a resolution in this
matter. the accompanying financial statements do not reflect this potential
liability pending counsel's attempt to resolve this matter.

PRODUCTS

The Company's products consist of an extensive line of "Math Made Easy" and
"Reading Made Easy" DVD's and ancillary material for direct sale to consumers
via direct marketing primarily through internet advertising.
See "Sales Marketing & Distribution."

CURRENT PRODUCTS AND SERVICES

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 $200. 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 and workbooks. 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 $200 for each order.

The Company provides its customers with monthly tutoring subscriptions ranging
in price from $39.95 to $139.95. Additionally, the Company offers hourly
tutoring packages ranging from $45 to $65 per hour.

                                       4



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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.

Over the last year, the Company has made significant improvement in its delivery
system of online tutoring. The Company has introduced an automated scheduling
system on its tutorialchannel.com website. Students can easily schedule
convenient times for tutoring which is available day, evening and weekends. The
Company has also added an audio component which allows students to communicate
verbally with their tutor using the online application and simple headsets.

The Company has developed its own technology for the delivery of group online
sessions. This new technology enables the instructor to lecture to the group
online and invite verbal participation by electronically recognizing one student
at a time. This technology will facilitate the Company's current efforts to
market group test prep classes.

PRODUCT ACQUISITION

In addition to developing its own math products, the Company purchases products
from third parties.

THE MARKET

GENERALLY. 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.

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 lie 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.

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

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

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.

                                       5



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

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

SUPPLEMENTAL EDUCATION AT HOME. The Company believes that parents are
increasingly concerned about the quality of their children's education and are
seeking to supplement the existing curricula. In particular, they are seeking to
use 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 550,000 names, of which 325,000 ordered
product, and approximately 250,000 names of potential customers.

HOME SCHOOLING AT THE MARKET. As the home schooling phenomenon continues to
grow, the Company plans to direct its on-line teaching and tutorial services to
meet the needs of these students. Often, home schoolers need supplemental review
and tutorial services. The Company can satisfy the needs of these home schoolers
through its online tutorial subscriptions which combine on-line live tutoring
with its online test banks and practice exercises. The Company plans on
initiating a focused internet advertising campaign targeted at home school
parents.

SAT PREPARATION. The Company plans on initiating a focused advertising campaign
utilizing search engine advertising and an internet public relations campaign to
galvanize business for its on-line SAT Prep division. The Company expects the
SAT prep to become a significant growth area in its total portfolio of tutorial
services. The Company believes that its online tutorial services make it an
attractive source for schools and college sales. In each of the fiscal years
ended February 29, 2008 and 2007, consumer videotape and DVD sales and school
videotape and DVD sales constituted approximately 95%, and 5%, respectively, of
total educational sales.

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 10% 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 and tutoring 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. Schools are invoiced for
their purchases. 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 five 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 "Employees" and "Risk Factors."

                                       6



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RETURNS, GUARANTY AND WARRANTY POLICIES

The Company offers its customers a 30 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.

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 currently has trademarks for the following: MATH MADE EASY, PASSPORT
TO MATH SUCCESS and REAL LIFE MATH.

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, Kumon,
Huntington Learning 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.

As the Company expands its entry into the online tutoring marketplace, it faces
growing competition from well funded companies such as Tutor.com and Tutor Vista
and a host of smaller companies. The Company distinguishes itself from most of
its competitors in that it relies exclusively on American tutors who are fluent
and articulate English speakers.

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.

EMPLOYEES

As of May 15, 2008, the Company had twenty five (25) employees, of whom two were
executive officers, twelve were tutors, eight were engaged in sales, and three
were in marketing, support and administration. The Company has made significant
reductions in personnel in order to reduce overhead expenses. The Company
routinely 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.

                                       7

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PROPERTY

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, expired in February,
2006. The Company is currently leasing this facility on a month-to-month basis

AVAILABLE INFORMATION

We are subject to the information reporting requirements of the Exchange Act,
and, accordingly, are required to file periodic reports, including quarterly and
annual reports and other information with the Securities and Exchange
Commission. Such reports and other information may be inspected and copied at
the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
the SEC maintains an Internet website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of the website is http://www.sec.gov.

ITEM 2. DESCRIPTION OF PROPERTY.

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, expired in February,
2006. The Company is currently leasing this facility on a month-to-month basis.

ITEM 3. LEGAL PROCEEDINGS.

During the year ended February 29, 2008, the Company and its subsidiary, the
Math Channel, received a notice of assessment from the New York State Department
of Labor in the amount of approximately $15,000. The DOL claiming a
predecessor/successor relationship between the Company and The Math Channel,
wherein the company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that The Math Channel
currently is obligated to pay based on certain compensation for each employee.
the Company has retained counsel to investigate and seek a resolution in this
matter. the accompanying financial statements do not reflect this potential
liability pending counsel's attempt to resolve this matter.

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 creditor.

In August, 2004 the Company settled with its largest creditor to whom it owed
approximately $600,000. The case was originally brought in New York in 2001. 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 payroll and unemployment taxes for
approximately, $400,000, and $100,000, respectively, which the Company is
disputing. With regard to the federal payroll taxes, 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.

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On 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.

None

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.

OUR COMMON STOCK

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, 2007 and
2008 and the initial quarter of the fiscal year ending February 28, 2009.

---------------------- -------------- -------------- ------------ --------------
       PERIOD             LOW BID        HIGH BID      LOW ASK       HIGH ASK
---------------------- -------------- -------------- ------------ --------------
YEAR ENDED 2/28/09
---------------------- -------------- -------------- ------------ --------------
  First Quarter            $0.015           $0.03        $0.02          $0.04
---------------------- -------------- -------------- ------------ --------------

---------------------- -------------- -------------- ------------ --------------
YEAR ENDED 2/29/08
---------------------- -------------- -------------- ------------ --------------
  Fourth Quarter           $0.021           $0.06        $0.03          $0.072
---------------------- -------------- -------------- ------------ --------------
  Third Quarter            $0.051           $0.10        $0.065         $0.11
---------------------- -------------- -------------- ------------ --------------
  Second Quarter           $0.0415          $0.12        $0.06          $0.134
---------------------- -------------- -------------- ------------ --------------
  First Quarter            $0.12            $0.075       $0.13          $0.08
---------------------- -------------- -------------- ------------ --------------

---------------------- -------------- -------------- ------------ --------------
YEAR ENDED 2/28/07
---------------------- -------------- -------------- ------------ --------------
  Fourth Quarter           $0.111           $0.03        $0.12          $0.04
---------------------- -------------- -------------- ------------ --------------
  Third Quarter            $0.06            $0.041       $0.079         $0.044
---------------------- -------------- -------------- ------------ --------------
  Second Quarter           $0.112           $0.04        $0.13          $0.045
---------------------- -------------- -------------- ------------ --------------
  First Quarter            $0.069           $0.02        $0.08            .021
---------------------- -------------- -------------- ------------ --------------

The closing bid and asked sales prices of the Common Stock, as traded in the
over-the-counter market, on June 3, 2008 were approximately $.03 and $.03,
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.

                                       9



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HOLDERS

As of the close of business on June 12 2008, there were approximately 125
holders of the Company's Common Stock.

DIVIDEND POLICY

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.

TRANSFER AGENT

Our transfer agent is Integrity Stock Transfer 3027 East Sunset Road Suite 103
Las Vegas, NV 89120.

RECENT SALES OF UNREGISTERED SECURITIES

FOR THE YEAR ENDED FEBRUARY 29, 2008:

For the year ended February 29, 2008, as related to the conversion of a $67,000
demand note payable plus accrued interest of $605 into a Series E note payable
the Company issued 1,025,175 share of common stock. These common shares have
been valued at $99,005, and have been recorded as a discount on debt, that was
to have been amortized and expensed as interest over the life of the debt, or
until such time as the debt was converted.

In addition, the Company recognized a beneficial conversion of $12,500 related
to the Series E having an immediate conversion provision that was below market
on the date of conversion. The Series E debt is convertible at $.50 per share,
or 50% of the average closing bid during the five (5) trading days prior to the
note holder giving notice of conversion, but not lower than $.10 per share. This
Series E note, including accrued interest, was due and payable in March 2010. On
the date of conversion from a demand note to a Series E note, the note holder
converted the $50,000 Series E principal into 500,000 shares of common stock
valued at $0.10 per share or $50,000.

For the year ended February 29, 2008, the Company converted Series E notes
payable of $50,000 plus accrued interest of $5,833 for a total of $55,883 into
558,330 shares of common stock at a per share price of $.10. The stock price was
$.11 on the date of conversion; the balance of $5,583 was charged to interest
expense.

For the year ended February 29, 2008, the Company converted $15,000 notes
payable directly to 150,000 shares of common stock at a per share price of $.10.

On August 27, 2007, the Company issued 100,000 shares of common stock for a
consulting services agreement valued at $7,000, on an average per share price of
$.07. For the year ended February 29, 2008,, a total of $7,000 has been expensed
for these consulting agreements and included in selling, general and
administrative expenses.

On June 19, 2007, the Company issued 2,000,000 shares of common stock for a two
(2) year consulting services agreement valued at $220,000, on an average per
share price of $.11. For the year ended February 29, 2008,, a total of $82,500
has been expensed for these consulting agreements and included in selling,
general and administrative expenses.

In March, April and June 2007, the Company issued an additional $650,000 of
Series E notes payable. Issued with this debt were 3,250,000 shares of the
Company's common stock valued at $315,000, at an average per share price of
$.097.

In March 2007, the Company entered into a one year advertising and marketing
consulting agreement. Under the terms of this agreement the Company is required
to issue 100,000 shares of common stock each month commencing in March 2007. A
total of 1,000,000 shares of common stock are to be to be issued under this
agreement. For the year ended February 29, 2008, the Company issued 1,000,000
shares of common stock. These shares were valued at market on their dates of
issue. The Company has recorded $81,000, on an average per share price of $.081,
for the issuance of these common shares as a consulting expense included in
selling, general and administrative expenses.

                                       10



<Page>

In May 2007, the Company entered into an investor relations consulting
agreement. This agreement has a one year term, and requires the issuance of
750,000 shares of common stock upon commencement. These shares have a market
value of $57,000 on an average per share price of $.076, and have been recorded
as a deferred compensation expense, netted against additional paid in capital.
As services commence under this agreement, a pro-rata share of the deferred
compensation is expensed. For the year ended February 29, 2008, a total of
$47,500 has been expensed for this consulting agreement and included in selling,
general and administrative expenses.

In March 2007, the Company entered into a financial consulting agreement. This
agreement has a one year term, and requires the issuance of 500,000 shares of
common stock. Services under this agreement were set to commence in June 2007.
These shares have a market value of $40,000, and have been recorded as a
deferred compensation expense, netted against additional paid in capital. For
the year ended February 29, 2008, the Company has recorded $40,000, as a
consulting expense included in selling, general and administrative expenses.

During the nine months ended November 30, 2007, the Company expensed the
remaining deferred compensation cost of $7,500 related to a consulting agreement
entered into in June 2006 and paid for in common stock, which concluded in
August 2007.

On March 15, 2007, Company issued 350,000 shares of common stock for financial
related services valued at market for a total of $31,500. For the year ended
February 29, 2008, the Company has recorded $31,500, as a consulting expense
included in selling, general and administrative expenses.

FOR THE YEAR ENDED FEBRUARY 28, 2007:

In April 2006, the Company issued 250,000 shares of common stock at a market
price of $0.05 per share, for payment of previously accrued legal fees of
$12,500.

In April 2006, the Company issued 400,000 shares of common stock upon the
exercise of options for $0.01 per share. The Company is awaiting proceeds from
this option exercise. The Company has recorded this stock issuance as a stock
subscription receivable of $4,000.

In May 2006 the Company entered into a one year consulting agreement commencing
on June 1, 2006. In lieu of cash payment under this agreement, the Company
issued 500,000 shares of common stock on June 1, 2006. These shares were issued
at the market price of $0.06 per share, for a total value of $30,000. The
Company recorded deferred compensation for the entire issuance to be earned over
the one year consulting period. During the year ended February 28, 2007, the
Company expensed $22,500, of this deferred compensation.

During July and August 2006 the Company issued 1,600,000 shares of common stock
for consulting services. These shares were issued at market prices ranging from
$0.04 to $0.05 per share. The value of these shares, recorded as a non-cash
compensation expense, was $74,000.

During December 2006 the Company issued 136,250 shares of common stock for
consulting services. These shares were issued at a market price of $0.05 per
share. The value of these shares, recorded as a non-cash compensation expense,
was $6,813

In December 2006 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, 2007. These shares were valued at market for $6,250 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 25,000 shares of common stock at $0.10 per share. This
warrant granted on December 31, 2006, 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 $5,600
recorded as financing costs. The following assumptions were used in the
Black-Scholes calculation: dividend yield of 0%, expected volatility of 274%,
risk-free interest rate of 4.70%, and an expected life of five years.

                                       11



<Page>

During the year ended February 28, 2007, the Company granted a warrant to a
business consultant for services rendered. A total of 100,000 shares of common
stock at an exercise price of $0.02 per were granted with this warrant. This
warrant has a life of five years from the date of grant. This warrant was valued
at $4,990 and recorded as a non-cash financing charge. The warrant was valued
using the Black-Scholes valuation model with the following assumptions: dividend
yield of 0%, expected volatility of 252%, risk-free interest rate of 4.95%, and
an expected life of five years.

On April 10, 2006, the Company issued a 10% unsecured convertible promissory
note in the amount of $50,000, referred to as "Series E" notes. 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. During the year ended February 28, 2007 the Company amortized $1,613,
of this debt discount.

During the year ended February 28, 2007, a total of $50,000 Series C - notes
payable including accrued interest of $17,000, converted into 670,000 shares of
the Company's common stock at $0.10 per share, the minimum conversion price per
the note payable.

In February 2007, a total of $75,000 of demand notes payable redeemed their note
principal for Series E notes. Under the terms of the Series E note, the note
holder upon issuance of Series E receives 5 shares of common stock for each $1
of debt, for a total of 375,000 share of common stock. These shares have been
valued at $29,950, and have been recorded as discount on debt, that was to have
been amortized and expensed as interest over the life of the debt, or until such
time as the debt was converted. Upon issuance of these Series E notes, the note
holder converted all $75,000 principal of Series E into 750,000 shares of common
stock, at the minimum conversion price of $0.10 per share or $75,000. The
$29,950 discount on debt was fully expensed as interest upon conversion of the
Series E to common stock.

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

None of the above issuances involved underwriters, underwriting discounts. We
relied upon the exemption from the registration requirements of the Securities
Act afforded the Company under Section 4(2) promulgated thereunder. 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.

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.

                                       12



<Page>

Multi-Media Tutorial Services, Inc., a Delaware corporation formed in 1994, (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
DVD's 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 tutorials and online
tutoring. The Tutorial Channel enables parents to obtain personalized live
on-line tutoring for their children in the comfort of their home at prices
significantly lower than traditional tutoring. The Company employs tutors who
generally have graduated in mathematics and science and performed at the top of
their class. The Company plans on promoting its online services through its
website and internet advertising. The Company has redesigned its
tutorialchannel.com website and plans to expand its tutoring service to science
subjects in addition to mathematics.

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 $60 per month which includes the Company's online
testing service and a limited number of tutoring sessions.

The Company has developed an online test preparation division. This entails
online preparation for the standardized tests such as SAT, PSAT and ACT. The
Company expects to begin marketing this service in the upcoming fall season.

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 325,000 customers over the last ten years. In addition, the
Company has recently begun to point a portion of its advertising directly to the
tutorialchannel.com site.

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 recently launched a new website, Mathmadeeasy.net, for purchases of
its Math Made Easy DVD series, whereas our website, Mathmadeeasy.com, offers a
combined program of review courseware and tutorial services. The Company's
tutorialchannel.com website offers both monthly subscriptions for tutorial
services as well as hourly tutoring packages in math and science. In addition,
the website includes a test taking module where members can access a plethora of
problems and worked out solutions in all areas of mathematics. The Company
experiences a steady stream of both visitors to its website as well as sales
conducted through the website.

During the year ended F29, 2008, the Company and its subsidiary, The
Math Channel, received a notice of assessment from the New York State Department
of Labor in the amount of approximately $15,000. the DOL is claiming a
predecessor/successor relationship between the Company and The Math Channel,
wherein the Company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that The Math Channel
currently is obligated to pay based on certain compensation for each employee.
the Company has retained counsel to investigate and seek a resolution in this
matter. the accompanying financial statements do not reflect this potential
liability pending counsel's attempt to resolve this matter.

NEED FOR ADDITIONAL FINANCING TO FUND OPERATIONS

The Company has suffered recurring losses and has an accumulated deficit of
$22,025,837 and a working capital deficiency of $6,324,526 at February 29, 2008.
In order to sustain its operations and grow its business in this competitive
market, the Company needs to obtain additional financing. The Company is
actively seeking sources of additional financing in order to meet its debt
repayment obligations and to maintain and potentially expand its current
operations. To date, the Company has not successfully attained sufficient
additional financing and there can be no reassurances that the Company will be
able to do so in the future. If the Company is unsuccessful in attaining
additional financing, the Company may be required to severely curtail or cease
operations. See "Management's Discussion and Analysis or Plan of Operation" and
"Risk Factors."

                                       13



<Page>

PRODUCTS

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

CURRENT PRODUCTS AND SERVICES

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 $200. 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 and workbooks. 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 approximately $200 for
each order.

The Company provides its customers with monthly tutoring subscriptions ranging
in price from $39.95 to $139.95. Additionally, the Company offers hourly
tutoring packages ranging from $45 to $65 per hour.

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, on an as
needed basis, 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.

Over the last year, the Company has made significant improvement in its delivery
system of online tutoring. The Company has introduced an automated scheduling
system on its tutorialchannel.com website. Students can easily schedule
convenient times for tutoring which is available day, evening and weekends. The
Company has also added an audio component which allows students to communicate
verbally with their tutor using the online application and simple headsets.

The Company has developed its own technology platform for the delivery of group
online sessions. This new platform enables the instructor to lecture to the
group online and invite verbal participation by electronically recognizing one
student at a time. This technology will facilitate the Company's current efforts
to market group test prep classes.

PRODUCT ACQUISITION

In addition to developing its own math products, the Company purchases products
from third parties.

                                       14



<Page>

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED FEBRUARY 29, 2008, AND FEBRUARY
28, 2007.

Net sales for the fiscal year ended February 29, 2008 decreased by $129,590 or
16.46%, to $657,498 from $787,088 in the fiscal year ended February 28, 2007. A
more competitive environment on web advertising resulted in fewer advertising
opportunities, thereby decreasing sales.

Gross profit decreased by $132,205, or 18.97%, to $564,749 in 2008, from
$696,954 in 2007.

Selling, General and Administrative expenses increased by $458,834, or 36.93%,
to $1,701,415 in 2008 from $1,242,581 for 2007. Of these expenses, $669,237
pertained to stock based compensation.

Loss from operations increased by $591,039, or 108.32%, to $1,136,666 in 2008
from $545,627 in 2007. The decrease in sales and higher general and
administrative expenses resulted in higher loss from operations.

Interest expense increased by $163,906, or 59.03%, to $441,578 in 2008 from
$277,672 in 2007. During 2008, a total $441,578 of the interest expense relates
to: (i) issuance of 125,000 shares of common stock for an extension on a note
payable owed by the Company, valued at market for $6,250, (ii) issuance of
250,000 shares of common stock in connection with the issuance of a $50,000 note
payable valued at market for $5,275, recorded as a discount on debt, of which
$1,613 has been amortized and accounted for as interest expense,(iii) issuance
of 375,000 shares of common stock in connection with the issuance of a $75,000
note payable valued at market for $29,950, (iv) issuance of warrants to purchase
125,000 shares of common stock at $0.10 per share, valued under the
Black-Scholes valuation model at $5,600. These warrants have a five year life
from the date of grant.

During 2007 a total of $277,672 of the interest expense relates to: (i)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) issuance of
five-year warrants to purchase 125,000 shares of common stock at $0.10 per share
issued in connection with the previous loan extension, and valued under the
Black-Scholes valuation model at $3,700, (iii) grant of five year warrants to
financial consultants to purchase 600,000 shares of common stock at an exercise
price of $0.10 per share and valued at $21,900 using the Black-Scholes option
pricing model.

Net losses increased by $708,771, or 86.09%, to $1,532,070 in 2008 from to
$823,299 in 2007. The decrease in sales and higher general and administrative
expenses resulted in a higher net loss in 2008.

LIQUIDITY AND CAPITAL RESOURCES

At February 29, 2008, there was a book overdraft of $20,162, compared to a book
overdraft at February 28, 2007 of $16,113.

Net cash used in operating activities in 2008 was $489,259 as compared to cash
used in operating activities in the amount of $165,669 in 2007. This is
primarily the result of the operating loss.

Net cash used in investing activities in 2008 was $44,340, compared to net cash
used of $26,444 in 2007.

Net cash provided from financing activities in 2008 was $533,599, compared to
$189,459 in 2007. The primary increase in cash from financing activities was the
proceeds from increased loans in 2008 versus 2007.

During the year ended February 29, 2008, the Company issued 5,837,860 shares of
common stock for financial consulting and legal services valued at $0.03 to
$0.11 per share; 3,716,725 shares of common stock issued with debt valued at
$0.06 to $0.12 per share, accounted for as a debt discount to be amortized over
the life of the loan; 1,391,780 shares of common stock valued at $0.07 to $0.12
per share for conversion of outstanding convertible debt; 200,000 shares of
common stock issued upon the exercise of a stock option at $0.01 per share.

During the year ended February 28, 2007, the Company issued 2,236,250_shares of
common stock for financial consulting and legal services valued between $.04_to
$.06_ per share; 125,000 shares of common stock valued at $0.05 per share
accounted for as interest, to extend a note payable; 250,000 shares of common
stock valued at $0.05 per share to liquidate certain trade payables; 250,000
shares of common stock issued with debt valued at $0.0211 per share, accounted
for as a debt discount to be amortized over the life of the loan; 375,000 shares
of common stock issued with debt valued at $0.0799 per share, accounted for as a
debt discount to be amortized over the life of the loan; 400,000 shares of
common stock issued upon the exercise of a stock option at $0.01 per share;
1,420,000 shares of common stock valued at $0.10 per share for conversion of
outstanding convertible debt.

                                       15



<Page>

During the year ended February 28, 2007, the Company issued five year warrants
to a consultant to purchase a total of 100,000 shares of common stock at $0.02
per share, valued at $4,990 using the Black-Scholes valuation model.
Additionally the Company issued warrants to purchase 125,000 shares of common
stock at $0.10 per share in consideration for the extension of a one year term
on an outstanding note payable. These warrants were valued at $5,600 using the
Black-Scholes valuation model.

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 or 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's 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 $1,532,070 and $823,299 during the years ended February
29, 2008 and February 28, 2007, respectively. In addition, the Company had an
accumulated deficit of approximately $22,025,837 and a working capital deficit
of approximately $6,324,526 as of February 29, 2008. 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, of approximately $631,000. 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.

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

OFF-BALANCE SHEET ARRANGEMENTS.

None

                                  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.

WE HAVE A HISTORY OF OPERATING LOSSES.

The Company has experienced significant losses from operations since inception.
It experienced losses of approximately $1,532,070 and $823,299 for the fiscal
years ended February 29, 2008 and February 28, 2007, respectively. As of
February 29, 2008, the Company had a working capital deficit of approximately
$6,324,526 and an accumulated deficit of approximately $22,025,837. 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 29, 2008, the Company had outstanding loans and advances
aggregating approximately $2,784,774, of which $1,326,390 may be converted into
equity. Notes payable totaling $2,134,774 are either due on demand or past due.
Notes payable totaling $650,000 are due during the fiscal year ended February
28, 2011. 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 their independent public accountants,
which 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."

                                       16



<Page>

Need for Additional financing to Fund Operations

The Company has suffered recurring losses and has an accumulated deficit of
$22,025,837 and a working capital deficiency of $6,324,526 at February 29, 2008.
In order to sustain its operations and grow its business in this competitive
market, the Company needs to obtain additional financing. The Company is
actively seeking sources of additional financing in order to meet its debt
repayment obligations and to maintain and potentially expand its current
operations. To date, the Company has not successfully attained additional
financing and there can be no reassurances that the Company will be able to do
so in the future. If the Company is unsuccessful in attaining additional
financing, the Company may be required to severely reduce or cease operations.
See "Management's Discussion and Analysis or Plan of Operation" and "Risk
Factors;

The New York State Department entered an assessment.

During the year ended February 29, 2008, the Company and its subsidiary, the
Math Channel, received a notice of assessment from the New York State Department
of Labor in the amount of approximately $15,000. The DOL is claiming a
predecessor/successor relationship between the Company and the Math Channel,
wherein the Company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that the Math Channel
currently is obligated to pay based on certain compensation for each employee.
The Company has retained Counsel to investigate and seek a resolution in this
matter. The accompanying financial statements do not reflect this potential
liability pending Counsel's attempt to resolve this matter.

WE MAY BE FORCED TO CEASE OPERATION IF WE DO NOT OBTAIN 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 actively seeking sources of
additional financing in order to meet its debt repayment obligations and to
maintain and potentially expand its current operations. If the Company is
unsuccessful in obtaining additional financing, the Company may be forced to
cease 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."

ANY FUTURE ISSUANCES OF STOCK WILL CAUSE DILUTION TO OUR CURRENT STOCKHOLDERS.

The Company currently has outstanding options, warrants and other rights to
acquire an aggregate of approximately 20,349,348 shares of Common Stock and as
of June 3, 2008, the price of the Company's current stock as quoted on the NASD
Electronic Bulletin Board was approximately $.03 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."

INCREASED CONSUMER RETURNS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR REVENUE.

The Company typically experiences returns of 25% from customers which is
standard for the industry. Increased consumer returns due to the perceived
inferiority or ineffectiveness of our products could have a material adverse
effect on our revenues and cause our business to fail.

                                       17



<Page>

WE COMPETE WITH OTHER INTERNET AND OTHER MEDIA ADVERTISERS WHO HAVE GREAT
RESOURCES THAN US.

Over the past few years the Company has shifted its advertising dollars from
radio and TV to Internet and has thereby eliminated its dependence on the
seasonal swings in advertising inventory which fluctuates widely for TV and
radio. The Company plans to expand its media campaign to radio and TV
advertising and be subject once again to these fluctuations. In the Internet
arena, as more advertisers compete for web customers, advertising prices may
significantly increase, reducing the Company's profitability.

OUR PRODUCTS ARE DISCRETIONARY ITEMS AND DEMAND MAY DECREASE DUE TO DOWNTURNS IN
THE ECONOMY.

Our products are discretionary consumer goods. Downturns in the economic
climate, whether actual or perceived, may decrease people's discretionary income
or desire to spend such income and decrease consumer demand and the performance
of the Company's own advertising campaign on behalf of its own products.

WE ARE HIGHLY DEPENDENT ON OUR MATH MADE EASY(TM) PRODUCT LINE.

In the fiscal year ended February 29, 2008, most of the Company's educational
sales were from the Math Made Easy(TM) product line and its online tutoring
services. 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.

CONSUMERS MIGHT BE RELUCTANT TO MAKE PURCHASES OVER THE PHONE WITH THEIR CREDIT
CARDS.

Credit card frauds 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.

WE, LIKE MOST SALES DRIVEN BUSINESSES, HAVE A HIGH SALES FORCE TURNOVER RATE.

Recruiting, training and retaining qualified salespeople are 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.

WE ARE IN A COMPETITIVE INDUSTRY.

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, Kumon,
Huntington Learning 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.

                                       18



<Page>

As the Company expands its entry into the online tutoring marketplace, it faces
growing competition from well funded companies such as Tutor.com and Tutor Vista
and a host of smaller companies. The Company distinguishes itself from most of
its competitors in that it relies exclusively on American tutors who are fluent
and articulate English speakers.

WE ARE HIGHLY DEPENDENT ON OUR MANAGEMENT TEAM.

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.

OUR TELEPHONE SALES TEAM COULD FACE THE PUBLIC'S UNFAVORABLE ASSOCIATION WITH
UNSOLICITED TELEMARKETERS.

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.

WE WERE DELISTED FROM THE NASDAQ SMALL-CAP MARKET FOR FAILURE TO MEET
MAINTENANCE CRITERIA AND OUR COMMON STOCK IS SUBJECT TO THE 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 re-listing 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.

                                       19



<Page>

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.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR THE COMPANY'S SECURITIES.

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 re-listing
of its securities on NASDAQ.

LIMITATION OF USE OF NET OPERATING LOSS CARRY FORWARDS.

As of February 29, 2008, the Company had federal net operating loss carry
forwards of approximately $22,025,837 portions of which expire yearly through
2027 (subject to certain limitations). This balance gives effect to annual
limitations on the utilization of the loss carry forwards 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 carry forwards 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."

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 pertinent 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 7. FINANCIAL STATEMENTS.

The Company's audited financial statements for the years ended February 29, 2008
and February 28, 2007 and the notes thereto follow the signature page of this
Annual Report on Form 10-KSB. The financial statements are included herein
commencing on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None

                                       20



<Page>

ITEM 8A(T). CONTROLS AND PROCEDURES

CEO and CFO Certifications
--------------------------

As of the end of the year covered by this annual report, the Company carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer ("the Certifying
Officers"), an evaluation of the effectiveness of our "disclosure controls and
procedures." The certifications of the CEO and the CFO required by Rules
13a-14(a) and 15d-14(c) of the Securities Exchange Act of 1934, as amended (the
"Certifications") are filed as exhibits to this report.

This section of this report contains information concerning the evaluation of
our "disclosure controls and procedures" (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) ("Disclosure Controls") and changes to internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) ("Internal Controls") referred to in the Certifications and should be
read in conjunction with the Certifications for a more complete understanding of
the topics presented.

Evaluation of Disclosure Controls
---------------------------------

The Company maintains controls and procedures designed to ensure that they are
able to collect the information that is required to be disclosed in the reports
they file with the Securities and Exchange Commission (the "SEC") and to
process, summarize and disclose this information within the time period
specified in the rules of the SEC. The Company Chief Executive and Chief
Financial Officer are responsible for establishing, maintaining and enhancing
these procedures. The office is also responsible, as required by the rules
established by the SEC, for the evaluation of the effectiveness of these
procedures.

Based on management's evaluation (with participation of our principal executive
officer and principal financial officer), as of the end of the period covered by
this report, the principal executive officer and principal financial officer
concluded that a deficiency was identified in the Company's internal controls
over financial reporting which constituted a "material weakness." Accordingly,
management concluded that the Company's disclosure controls and procedures were
not effective.

The material weakness was the result of an insufficient number of personnel
having adequate knowledge, experience and training to provide effective, and
timely, oversight and review over the Company's financial close and reporting
process.

Limitations on the Effectiveness of Controls
--------------------------------------------

The Company's management does not expect that their disclosure controls or their
internal controls over financial reporting will prevent all error and fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

Changes in Internal Controls
----------------------------

The Company maintains a system of internal controls designed to provide
reasonable assurance that transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary to permit preparation of financial statements in conformity with
Generally Accepted Accounting Principles ("GAAP").

It is the responsibility of Company's management to establish and maintain
adequate internal control over financial reporting. The material weakness
identified relates to an insufficient number of personnel having adequate
knowledge, experience and training to provide effective oversight and review
over our financial close and reporting process. This is the result of limited
financial resources. These control deficiencies in the aggregate did not result
in any misstatements in the interim and fiscal year end consolidated financial
statements. Management is in the process of remedying the material weakness
described above.

                                       21



<Page>

Internal Control Over Financial Reporting
-----------------------------------------

The Company's management is responsible for establishing and maintaining a
system of disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Exchange Act) that is designed to ensure that information
required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer's management, including its principal
executive officer or officers and principal financial officer or officers, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company's
management, including the Company's principal executive officer and principal
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this Annual Report. Based on that evaluation, the Company's Principal
Executive Officer and Principal Financial Officer concluded that the Company's
disclosure controls and procedures are effective, to provide reasonable
assurance that information required to be disclosed in the Company's reports
filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the Commission's rules and
forms. There have been no changes to the Company's internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended February 29, 2008, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company. Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition,
use or disposition of company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. Because
of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial
statements would be prevented or detected.

Although management did not conduct an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, it has concluded that notwithstanding
the foregoing, the Company's internal controls over financial reporting are
effective, and no material weaknesses in financial reporting have been
discovered upon our year-end evaluation. As noted in this Annual Report, we have
limited resources available. As we obtain additional funding and employ
additional personnel, we will implement programs to ensure the proper
segregation of duties and reporting channels.

This Form 10-KSB does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

ITEM 8B. OTHER INFORMATION.

      None

                                       22



<Page>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

OFFICERS AND DIRECTORS

The officers and directors of the Company, as of June 3, 2008, are as follows:

------------------ ---------- --------------------------------------------------
NAME                  AGE     POSITION
------------------ ---------- --------------------------------------------------
Barry Reichman         57     Chief Executive Officer, Chief Financial Officer
                                and Director
------------------ ---------- --------------------------------------------------
Anne Reichman          54     Director
------------------ ---------- --------------------------------------------------

BIOGRAPHIES AND FAMILY RELATIONSHIPS

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 Video Tutorial Service, a wholly
owned subsidiary of Multi-Media Tutorial Services, Inc. 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
Video Tutorial Service and supervised internal accounting. Ms. Reichman was also
an assistant producer in a number of Video Tutorial Service 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.

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

Section 16(a) of the Exchange Act 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, 2008, 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 of the Exchange Act.

CODE OF ETHICS

We have adopted a Code of Ethics and Code of Business Conduct that applies to
our principal executive officer, principal financial officer, principal
accounting officer or controller, and persons performing similar functions in
that our officers and directors serves in all the above capacities. The Code of
Ethics and Code of Business Conduct are attached to this annual statement as
Exhibits 14.1 and 14.2 respectively.

                                       23



<Page>

AUDIT, NOMINATING AND COMPENSATION COMMITTEES

Our Board of Directors does not have standing audit, nominating or compensation
committees, and our Board of Directors performs the functions that would
otherwise be delegated to such committees. Currently, our Board of Directors
believes that the cost of establishing such committees, including the costs
necessary to recruit and retain qualified independent directors to serve on our
Board of Directors and such committees and the legal costs to properly form and
document the authority, policies and procedures of such committees are not
justified under our current circumstances.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth information regarding the compensation paid to
our "named executive officers" as defined in Rule 402(a)(2) under Regulation
S-B. Compensation accrued during one year and paid in another is recorded under
the year of accrual.

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, 2008
and February 28, 2007:

<TABLE>
                           SUMMARY COMPENSATION TABLE

------------------ ------- ---------- -------- --------- -------------- --------------- -------------- --------------- -----------
                                                                                         Nonqualified
                                                                          Non-Equity       Deferred
     Name and                                   Stock       Option      Incentive Plan   Compensation    All Other
     Principal              Salary     Bonus    Awards      Awards       Compensation      Earnings     Compensation     Total
     Position       Year      ($)       ($)      ($)          ($)             ($)             ($)           ($)           ($)
        (a)          (b)      (c)       (d)      (e)          (f)             (g)             (h)           (i)           (j)
------------------ ------- ---------- -------- --------- -------------- --------------- -------------- --------------- -----------
<S>                 <C>    <C>           <C>      <C>     <C>                   <C>             <C>           <C>        <C>
Barry Reichman (1)   2008   $100,000     0        0        $200,000(2)         0               0             0          $300,000

------------------ ------- ---------- -------- --------- -------------- --------------- -------------- --------------- -----------
                     2007   $100,000     0        0         $35,000(3)         0               0             0          $135,000
------------------ ------- ---------- -------- --------- -------------- --------------- -------------- --------------- -----------
</TABLE>

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

(2)   Reflects four option awards as follows: On 3/29/07 500,000 options at an
      exercise price of $.10, on 8/27/07 250,000 options exercisable at $.07, on
      11/30/07 250,000 options exercisable at $.05, and on 2/28/08 4,000,000
      options exercisable at $.03. The options were fully vested on the date of
      grant and terminate on the tenth anniversary of the date of grant.

(3)   Reflects three option awards each for 250,000 shares of common stock
      granted on August 14, 2006, November 30, 2006 and December 1, 2006 at an
      exercise price of $.06, $.04 and $.04 respectively. The options were fully
      vested on the date of grant and terminate on the tenth anniversary of the
      date of the grant.

EMPLOYMENT AGREEMENTS

On January 1, 2005 The Company has entered into five year employment agreements
with Barry Reichman, Anne Reichman and Harold Reichman pursuant to which they
are paid annual base salaries of $100,000, $75,000 and $50,000 respectively.
Harold Reichman has waived his annual salary of $50,000 until such time that the
Company is profitable. Unpaid salaries for the other executives are accounted
for in accrued expenses. These employment agreements require the issuance of
options to these employees at the market price.

                                       24



<Page>

STOCK OPTION PLAN

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

The Stock Option Plan is administered by the Board of Directors or by a stock
option committee (the "Committee") which may be appointed by the Board of
Directors. To date the Board has not appointed a Committee. The Committee has
full power and authority to interpret the provisions, and supervise the
administration, of the Stock Option Plan. The Committee determines, subject to
the provisions of the Stock Option Plan, to whom options are granted, the number
of shares of Common Stock subject to each option, whether an option shall be an
ISO or a NQSO 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 NQSO
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, NQSO 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.

During the year ended February 28, 2006, the Company established the 2006
Incentive Compensation Plan ("2006 Plan"). Underlying the 2006 Plan a total of
3,600,000 shares are available to be granted. As of February 29, 2008, 2,686,250
shares were granted under this plan. The 2006 Plan is effective from June 13,
2006 through June 13, 2011.

                                       25



<Page>
<TABLE>
<S>                                                                              <C>
                                        OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
                                Option Awards                                                 Stock Awards
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
     Name        Number of       Number of        Equity       Option     Option    Number       Market      Equity       Equity
                Securities      Securities       Incentive    Exercise   Exercise  of Shares     Valued     Incentive    Incentive
                Underlying      Underlying      Plan Awards:  Price ($)    Date    of Units     of Shares     Plan         Plan
                Unexercised     Unexercised      Number of                         of Stock     or Units     Awards:      Awards:
                  Options         Options       Securities                         That Have    That Have   Number of    Market or
                    (#)             (#)         Underlying                         Not Vested   Not Vested  Unearned      Payout
                Exercisable    Unexercisable    Unexercised                           (#)          ($)       Shares,     Value of
                                                  Options                                                   Units or     Unearned
                                                    (#)                                                      Other        Shares,
                                                                                                             Rights      Units or
                                                                                                           That Have   Other Rights
                                                                                                           Not Vested   That Have
                                                                                                              (#)       Not Vested
                                                                                                                           ($)
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
      (a)           (b)             (c)             (d)          (e)        (f)       (g)          (h)        (i)          (j)
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     104,967                                       $.30     May, 27
                                                                           2008
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     120,000                                        .12     Dec 1,
                                                                           2009
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman   1,000,000                                        .10     Sept 1,
                                                                           2009
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     600,000                                        .10     May 9,
                                                                           2015
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     400,000                                        .10     May 9,
                                                                           2015
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman   1,000,000                                        .07     Jan 2,
                                                                           2012
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman   2,000,000                                        .06     Dec 2,
                                                                           2012
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     250,000                                        .06     Aug 4,
                                                                           2016
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     250,000                                        .04     Nov 30,
                                                                           2016
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     250,000                                        .04     Dec 1,
                                                                           2016
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     500,000                                        .10     Mar 29,
                                                                           2017
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     250,000                                        .07     Aug 27,
                                                                           2017
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman     250,000                                        .05     Nov 30,
                                                                           2017
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
Barry Reichman   4,000,000                                        .03     Feb 28,
                                                                           2018
--------------- -------------------------------------------- ---------- ---------- ----------------------------------- -------------
</TABLE>

                                       26



<Page>

INDEMNITY

The Articles of Incorporation provide for indemnification to the full extent
permitted by the laws of the State of Delaware for each person who becomes a
party to any civil or criminal action or proceeding by reason of the fact that
he, or his testator, or intestate, is or was a director or officer of the
corporation or served any other corporation of any type or kind, domestic or
foreign in any capacity at the request of the corporation.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act 1993"), as amended, may be permitted to directors or officers
pursuant to the foregoing provisions, we are informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy, as expressed in the Act 1933 and is, therefore, unenforceable.

DIRECTOR COMPENSATION

We do not currently pay any cash fees to our directors, but we pay directors'
expenses in attending board meetings. During the year ended February 29, 2008,
no director expenses were reimbursed.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth information as of June 12, 2008 with respect to
the beneficial ownership of the issuer's common stock by (i) each person known
by the issuer to be the beneficial owner of more than 5% of the outstanding
common stock which is the only class of stock of the issuer, (ii) each director
of the Company's board of directors, (iii) each "named executive officer" as
defined in Item 402(a)(2) of Regulation S-B promulgated under the Securities Act
and (iv) the directors and executive officers of the issuer, as a group, without
naming them.

         NAME AND ADDRESS                SHARES HELD         PERCENTAGE (1)
         ----------------                -----------         --------------

         Barry Reichman (2)               18,999,967              27.4%

         Anne Reichman (2)                18,999,967              27.4%

         Mike Lee (3)                      4,268,645               7.9%

         Richard Kraniak (4)               4,783,505               8.7%

         All Officers and Directors
           As a Group (2)                 18,999,967              27.4%

* Less than 1%

(1)   Based on 53,929,092 shares of Common Stock outstanding as of June 12,
      2008. 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.

(2)   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 10,974,967 shares granted to Mr.
      Reichman, options to purchase up to 4,525,000 shares granted to Mrs.
      Reichman, and 3,500,000 shares owned by Mr. Reichman. Please refer to the
      outstanding equity awards table above.

(3)   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.

(4)   The address for Richard Kraniak is 3260 Wellington Court West Bloomfield,
      MI 48324, includes warrants to purchase 300,000 shares of common stock
      granted to Mr. Kraniak and notes convertible into 1,000,000 shares of
      common stock.

                                       27



<Page>
<TABLE>
<S>                                                                              <C>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                          Number of securities
                                                                                          remaining available for
                                Number of securities to be   Weighted average exercise    future issuance under
                                issued upon the exercise     price of outstanding         equity compensation plans
                                of outstanding options,      options, warrants and        (excluding securities
                                warrants and rights          rights                       reflected in column (a))
                                (a)                          (b)                          (c)
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans
approved by security holders             2,686,250                       N/A                        913,750
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans not
approved by security holders                    --                        --                             --
------------------------------- ---------------------------- ---------------------------- ----------------------------

Total                                    2,686,250                       N/A                        913,750
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

No transactions have occurred since the beginning of the Company's last fiscal
year or are proposed with respect to which a director, executive officer,
security holder owning of record or beneficially more than 5 % of any class of
the Company's securities or any member of the immediate families of the
foregoing persons had or will have a direct or indirect material interest.

DIRECTOR INDEPENDENCE

None of the Company's members of the board of directors are deemed to be
independent.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A)   The following exhibits required by Item 601 of Regulation S-B are filed
      with this Registration Statement.

      EXHIBIT #     DESCRIPTION
      ---------     -----------

      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          1995 Stock Option Plan (1)
      10.2          2006 Incentive Compensation Plan (2)
      14.1          MMTS Code of Ethics
      14,2          MMTS Code of Business Conduct
      21.1          List of Subsidiaries (2)
      23.1          Consent of Conner & Associates, PC, independent registered
                      public accounting firm
      31.1          Certification of Barry Reichman pursuant to 18 U.S.C.
                      Section 1350, as adopted to section 302 of the
                      Sarbanes-Oxley Act of 2002
      32.1          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 (File No. 33-88494) effective April 13, 1995.

(2)   Incorporated by reference from the Company's Form S-8 (File No:
      333-135694) filed with the Commission on July 11, 2006.

(B)   Reports on Form 8-K. None

                                       28



<Page>

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 Conner & Associates, PC 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 Conner & Associates, PC in 2008 and Sherb & Co, LLP in 2007 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 annual reports on Form 10-KSB for Fiscal Years ended
February 29, 2008 and 2007 were $29,250 and $25,500 respectively, net of
expenses.

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.

TAX FEES

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

ALL OTHER FEES

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

                                       29



<Page>

                                   SIGNATURES

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


                                    MULTI-MEDIA TUTORIAL SERVICES, INC.


Date: June 12, 2008                 By: /s/ Barry Reichman
                                        ----------------------------------------
                                        Barry Reichman, Chief Executive Officer,
                                        Chief Financial Officer and Director
                                        (Principal Executive Officer, Principal
                                        Accounting and Financial Officer)




In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Date: June 12, 2008                     /s/ Barry Reichman
                                        ----------------------------------------
                                        Barry Reichman, Chief Executive Officer,
                                        Chief Financial Officer and Director
                                        (Principal Executive Officer, Principal
                                        Accounting and Financial Officer)


Date: June 12, 2008                     /s/ Anne Reichman
                                        ----------------------------------------
                                        Anne Reichman, Director




                                       30



<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 sheets of Multi-Media
Tutorial Services, Inc. and the related consolidated statements of operations,
stockholders' deficit and cash flows for the years ended February 29, 2008 and
February 28, 2007. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Multi-Media Tutorial
Services, Inc. as of February 29, 2008, the results of their operations and
their cash flows for the years ended February 29, 2008 and February 28, 2007 in
conformity with accounting principles generally accepted in the United States of
America,

The accompanying financial statements have been prepared assuming the
Multi-Media Tutorial Services, Inc will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company has
incurred an accumulated deficit of approximately $22,025,837. The Company
incurred a net loss for the period ended February 29, 2008 of approximately
$1,532,070 and had negative working capital at February 29, 2008 of
approximately $6,324,526 The Internal Revenue Service has imposed a federal tax
lien on substantially all of the Company's assets as the Company is in arrears
on payments of payroll taxes of approximately $500,000. These factors, among
others, raise substantial doubts about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/S/ CONNER & ASSOCIATES, PC
NEWTOWN, PENNSYLVANIA
11 JUNE 2008


                                      F-1

<Page>
<TABLE>
<S>                        <C>
MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------------

                                             ASSETS

                                                                  February 29,     February 28,
                                                                     2008             2007
                                                                 -------------    -------------
Current assets:
---------------

Cash                                                             $           -    $           -
Accounts receivable, less allowance for doubtful
  accounts of $12,023 and $20,800 as of
February 29, 2008 and February 28, 2007                               108,315           62,835
Inventories                                                               827            7,401
Prepaid expenses                                                      114,206           53,325
                                                                 -------------    -------------
Total current assets                                                  223,348          123,561
                                                                 -------------    -------------

Furniture & equipment, net                                             14,007           10,902
Intangible assets, net                                                 66,120           53,481
Other assets                                                           26,736            8,745
                                                                 -------------    -------------
Total assets                                                     $    330,211     $    196,689
                                                                 =============    =============

                              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
-------------------

Book overdraft                                                   $     20,162     $     16,113
Accounts payable and accrued expenses                               4,392,938        4,127,838
Notes payable                                                       2,134,774        2,337,225
                                                                 -------------    -------------
Total current liabilities                                           6,547,874        6,481,176
                                                                 -------------    -------------

Long-term debt
--------------
Notes payable, net of discount of $216,977 and $3,662                 433,023           46,338
                                                                 -------------    -------------

Commitments and contingencies

Stockholders' deficit
---------------------
Preferred stock, Series A, $0.01 par value; 1,000,000
 shares authorized; no shares issued and outstanding                        -                -
Preferred stock, Series B, $0.01 par value; 50 shares
 authorized; no shares issued and outstanding                               -                -
Common stock, $0.0001 par value; 100,000,000 shares
 authorized; 52,973,282 and 41,826,917 shares issued
 and outstanding as of February 29, 2008 and
 February 28, 2007, respectively.                                       5,297            4,183

Stock subscription receivable                                          (6,000)          (4,000)

Additional paid-in capital                                         15,375,854       14,162,759
Accumulated deficit                                               (22,025,837)     (20,493,767)
                                                                 -------------    -------------
Total stockholders' deficit                                        (6,650,686)      (6,330,825)
                                                                 -------------    -------------
Total liabilities and stockholders' deficit                      $    330,211     $    196,689
                                                                 =============    =============


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

                                               F-2
<Page>

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

                                                                        For the Year Ended
                                                                 --------------------------------
                                                                   February 29,     February 28,
                                                                      2008              2007
                                                                 --------------    --------------

Net sales                                                        $     657,498     $     787,088

Cost of sales                                                           92,749            90,134
                                                                 --------------    --------------

Gross profit                                                           564,749           696,954

Selling, general and administrative expenses                         1,701,415         1,242,581
                                                                 --------------    --------------

Loss from operations                                                (1,136,666)         (545,627)
                                                                 --------------    --------------

OTHER INCOME (EXPENSE)

Cancellation of Debt                                                    46,174                 -

Interest Expense                                                      (441,578)         (277,672)
                                                                 --------------    --------------
Total other expense                                                   (395,404)         (277,672)
                                                                 --------------    --------------


NET LOSS                                                         $  (1,532,070)    $    (823,299)
                                                                 ==============    ==============


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


WEIGHTED-AVERAGE SHARES OUTSTANDING                                 49,679,966        38,846,831
                                                                 ==============    ==============


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

                                               F-3
<Page>

MULTI-MEDIA TUTORIAL SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
---------------------------------------------------------------------------------------------------------------------------------
                                                  Common Stock             Stock        Additional
                                           ---------------------------  Subscription     Paid-In      Accumulated
                                              Shares         Amount      Receivable      Capital        Deficit         Total
                                           -------------  ------------  ------------  -------------  -------------  -------------
Balance, February 28, 2006                   36,770,667   $     3,678   $         -   $ 13,766,575   $(19,670,468)  $ (5,900,215)
Common Stock issued for:

Interest                                        125,000            12                        6,238                         6,250

Services                                      2,236,250           224                      103,090                       103,314

Payment of accounts payable                     250,000            25                       12,475                        12,500


Exercise of stock option                        400,000            40        (4,000)         3,960                             -


Series E debt financing                         625,000            62                       35,163                        35,225

Conversion of debt                            1,420,000           142                      141,858                       142,000

Warrants to purchase stock issued for:

Extension of loan payable                                                                    5,600                         5,600

Services                                                                                     4,990                         4,990

Employee stock options                                                                      82,810                        82,810

Net Loss                                                                                                 (823,299)      (823,299)
                                           -------------  ------------  ------------  -------------  -------------  -------------
Balance, February 28, 2007
                                             41,826,917   $     4,183   $    (4,000)  $ 14,162,759   $(20,493,767)  $ (6,330,825)
                                           =============  ============  ============  =============  =============  =============
Common Stock issued for:

Services                                      5,837,860           584                      389,343                       389,927

Series E debt financing                       3,716,725           372                      361,634                       362,006

Conversion of debt                            1,391,780           139                      143,276                       143,415

Beneficial conversion feature with debt               -                                     12,500                        12,500

Employee stock options                                -                                    304,362                       304,362

Exercise of stock options                       200,000            20        (2,000)         1,980                             -

Net Loss                                                                                               (1,532,070)    (1,532,070)
                                           -------------  ------------  ------------  -------------  -------------  -------------
Balance, February 29, 2008                   52,973,282   $     5,297   $    (6,000)  $ 15,375,854   $(22,025,837)  $ (6,650,686)
                                           =============  ============  ============  =============  =============  =============


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

                                                                F-4
<Page>

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

                                                                        For the Year Ended
                                                                 --------------------------------
                                                                   February 29,     February 28,
                                                                      2008              2007
                                                                 --------------    --------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                         $  (1,532,070)    $    (823,299)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities
Depreciation and amortization                                           31,194            36,230
Forgiveness of debt                                                    (46,174)                -
Amortization of prepaid contract for service                            43,748            40,103
Amortization of deferred compensation                                  165,125            22,500
Amortization of discount on debt                                       186,668            31,563
Stock based compensation                                               304,362            82,811
Common stock issued for:
Extension for loan repayment                                             7,500             6,250
Services                                                               196,802            80,813
Warrants to purchase common stock granted for:
Extension of loan payable due date                                                         5,600
Services                                                                                   4,990

Changes in Operating assets and Liabilities:
Accounts receivable                                                    (45,480)           60,209
Inventories                                                              6,574                24
Prepaid expenses and other assets                                     (125,220)            5,070
Other Assets                                                                              (5,745)
Accounts Payable and accrued expenses                                  317,712           287,212
                                                                                               -
                                                                 --------------    --------------
Net cash used in operating activities                                 (489,259)         (165,669)
                                                                 --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment                                     (8,565)                -
Increase in intangibles                                                (38,375)          (26,444)
Security deposit on new facility                                         2,600                 -
                                                                 --------------    --------------
Net cash used in investing activities                                  (44,340)          (26,444)
                                                                 --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable                                650,000           174,346
Repayment of note payable                                             (120,451)           (1,000)
Cash deficit                                                             4,050            16,113
                                                                 --------------    --------------
Net cash provided by financing activities                              533,599           189,459
                                                                 --------------    --------------

Net increase (decrease) in cash                                              -            (2,654)

CASH, BEGINNING OF YEAR                                                      -             2,654
                                                                 --------------    --------------

CASH, END OF YEAR                                                $           -     $           -
                                                                 ==============    ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

INTEREST PAID                                                    $           -     $           -
                                                                 ==============    ==============
INCOME TAXES PAID                                                $           -     $           -
                                                                 ==============    ==============

NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued:
Settlement of accounts payable and accrued expenses              $           -     $      12,500
                                                                 ==============    ==============
With issuance of debt                                            $     354,505     $       5,275
                                                                 ==============    ==============
Exercise of option / stock subscription receivable               $       2,000     $       4,000
                                                                 ==============    ==============
Deferred compensation paid in common stock                       $     317,000     $      30,000
                                                                 ==============    ==============
Services                                                                                       -
                                                                 ==============    ==============
Conversion of debt to common stock                               $     132,000     $     142,000
                                                                 ==============    ==============
Debt issued for Consulting services                              $           -     $      87,500
                                                                 ==============    ==============


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

                                                F-5
</TABLE>
<Page>

MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007
--------------------------------------------------------------------------------

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 - GOING CONCERN; INTERNAL REVENUE SERVICE FEDERAL TAX LIEN

The accompanying unaudited consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered recurring losses and has an accumulated deficit of $22,025,837 and a
working capital deficiency of $6,324,526 at February 29, 2008. Also, the
Internal Revenue Service has placed a federal 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 of approximately $500,000. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans with respect to these matters include restructuring
its existing debt, settling its existing debt by issuing shares of its common
stock and raising additional capital through future issuance of stock and or
debentures. The accompanying consolidated financial statements do not include
any adjustments that might be necessary should the Company be unable to continue
as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of MMTS
and its wholly-owned subsidiaries, Video Tutorial Services, Inc. ("VTS") and
Math Channel, Inc. ("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.

CASH AND CASH EQUIVALENTS

The Company classifies highly liquid temporary investments with an original
maturity of nine months or less when purchased as cash equivalents.

CONCENTRATION OF CREDIT RISK

The Company maintains cash in bank deposit accounts which, at times, exceed
federally insured limits. Historically, the Company has not experienced any
losses on these accounts.

                                      F-5
<Page>

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.

STOCK BASED COMPENSATION

Effective March 1, 2006, the Company began recording compensation expense
associated with stock-based awards and other forms of equity compensation in
accordance with Statement of Financial Accounting Standards No. 123-R,
Share-Based Payment, ("SFAS 123R") as interpreted by SEC Staff Accounting
Bulletin No. 107. The Company adopted the modified prospective transition method
provided for under SFAS 123R and consequently has not retroactively adjusted
results from prior periods. Under this transition method, compensation cost
associated with stock-based awards recognized in the first nine months of fiscal
year 2007 included 1) nine months amortization related to the remaining unvested
portion of stock-based awards granted prior to December 15, 2005, based on the
grant date fair value estimated in accordance with the original provisions of
SFAS 123R; and 2) would include nine months amortization related to stock-based
awards granted subsequent to March 1, 2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS 123R. In addition, the
Company records expense over the vesting period in connection with stock options
granted. The compensation expense for stock-based awards includes an estimate
for forfeitures and is recognized over the expected term of the award on a
straight line basis.

Prior to March 1, 2006, the Company accounted for stock-based awards using the
intrinsic value method of accounting in accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25").
Under the intrinsic value method of accounting, no compensation expense was
recognized in the Company's consolidated statements of operations when the
exercise price of the Company's employee stock option grant equaled the market
price of the underlying common stock on the date of grant and the measurement
date of the option grant is certain. Under SFAS 123R, the Company measures the
intrinsic value of the options at the end of each reporting period until the
options are exercised, cancelled or expire unexercised.

Compensation expense in any given period is calculated as the difference between
total earned compensation at the end of the period, less total earned
compensation at the beginning of the period. Compensation earned is calculated
on a straight line basis over the requisite service period for any given option
award.

When the stock options are granted, the fair value of each option grant is
estimated on the date of grant using the Black-Scholes valuation model and the
assumptions noted in the following table. The assumptions in the table below are
weighted based on all options granted in the respective period.


                                     For the year ended:
                                February 29,      February 28,
                                   2008               2007
                               --------------    --------------

Risk free interest rate            4.61%              4.70%
Expected life                     10 years           10 years
Dividend rate                         0%                 0%
Expected volatility                 271%               267%

FOR THE YEAR ENDED FEBRUARY 29, 2008:

As of February 29, 2008, the Company granted a total of 9,975,000 options to
purchase the common stock of the Company at a weighted average price per common
share of $.044.

                                      F-6
<Page>

During the year ended February 29, 2008, the Company granted options to purchase
5,825,000 shares of the Company's common stock. These options were valued at a
weighted average price of $.041 under the Black-Scholes valuation model. These
options are exercisable upon grant, and accordingly their entire value of
$241,250 has been expensed as a general and administrative expense for the year
ended February 29, 2008. These options expire ten years from the date of grant.

As of February 29, 2008, there is approximately $39,531 of total unrecognized
compensation costs related to unvested stock options. These compensation costs
are expected to be recognized over a weighted average period of 2.5 years.

FOR THE YEAR ENDED FEBRUARY 28, 2007:

During the year ended February 28, 2007 the Company granted options to purchase
2,450,000 shares of the Company's common stock. These options were valued at a
weighted average price of $.041 under the Black-Scholes valuation model. These
options are exercisable upon grant, and accordingly their entire value of
$64,500 has been expensed as a general and administrative expense for the year
ended February 28, 2007. These options expire ten years from the date of grant.

The Company recorded $82,811 of compensation expense, net of related tax
effects, relative to stock options for the year ended February 28, 2007, in
accordance with SFAS 123R.

As of February 28, 2007, there is approximately $57,840 of total unrecognized
compensation costs related to granted stock options that are unvested. These
costs are expected to be recognized over a weighted average period of 3.75
years.

During the year ended February 28, 2007, the Company extended the exercise
period of options for 1,000,000 shares of the Company's common stock that
originally had a five year life and had expired in January 2007. These options
were extended for five additional years until January 2012. The original
exercise price of $0.07 per share has not been amended. These options were
granted to the Company's CEO and President. These options, with their extended
exercise period, were valued with the use of the Black-Scholes valuation model
at $0.0448 per share, or $44,800. These options are exercisable upon grant, and
accordingly their entire value has been expensed as a general and administrative
expense for the year ended February 28, 2007.

For the years ended February 29, 2008 and February 28, 2007, the Company
recorded $304,362 and $81,812 of compensation expense, net of related tax
effects, relative to stock options in accordance with SFAS 123R.

For the years ended February 29, 2008 and February 28, 2007, net loss per common
share, basic and diluted, for SFAS 123r expense is approximately ($0.01) and
zero, respectively.

NOTE 4 - NOTES PAYABLE

NOTES PAYABLE, Current

As of February 29, 2008, the Company maintained the following notes payable,
current:

<TABLE>
<S>                                                                              <C>
a)       10% notes, unsecured, payable on demand. These advances accrue
         interest based on an annualized rate of 10% per annum. During the
         year ended February 29, 20008 the Company repaid $81,700 of these
         demand notes payable.                                                                       $        502,981
----------------------------------------------------------------------------------------------------------------------

b)       On April 10, 2006, the Company issued demand notes totaling $87,500
         for consulting services to be performed by the note holders over a
         twenty-four month period, subsequent to the issuance of these notes
         payable. These notes accrue interest at 10% per annum. In lieu of
         cash payment the Company may redeem these notes, and any accrued
         interest, with the issuance of Series E unsecured convertible
         promissory notes ("Series E"). The Company has recorded the issuance
         of these notes payable for consulting services as a prepaid expense
         of $87,500 that is being expensed over the twenty four month period
         of the consulting agreement. During the year ended February 29, 2008,
         the Company expensed $43,750, of this deferred compensation.

                                      F-7
<Page>

         In February 2007, a total of $75,000 of these demand notes redeemed
         their note principal (accrued interest paid subsequent to February 28,
         2007) for Series E notes. Under the terms of the Series E note, the
         note holder upon issuance of Series E receives 5 shares of common stock
         for each $1 of debt, for a total of 375,000 share of common stock.
         These shares have been valued at $29,950, and have been recorded as a
         discount on debt, that was to have been amortized and expensed as
         interest over the life of the debt, or until such time as the debt was
         converted. The Series E debt is convertible at $.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. This note, including accrued interest, was due and payable
         in February 2010. In February 2007, these demand note holders, upon
         conversion into these Series E notes, converted all $75,000 Series E
         principal into 750,000 shares of common stock valued at $0.10 per share
         or $75,000. The $29,950 discount on debt was fully expensed as interest
         upon conversion of the Series E into common stock.

         In March 2007, one of these notes payable for $50,000 redeemed their
         note principal for a Series E note. Under the terms of the Series E
         note, the note holder upon issuance of Series E received 5 shares of
         common stock for each $1 of debt, for a total of 250,000 share of
         common stock. These shares have been valued at $31,250, and have been
         recorded as a discount on debt, that was to have been amortized and
         expensed as interest over the life of the debt, or until such time as
         the debt was converted. In addition, the Company recognized a
         beneficial conversion of $12,500 related to the Series E. As Series E
         are immediately convertible to common stock, this Series E was issued
         and convertible at a rate below market on the date of issuance of the
         Series E. The Series E debt is convertible at $.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. This Series E note, including accrued interest, was due and
         payable in March 2010. On the date of conversion from a demand note to
         a Series E note, the note holder converted the $50,000 Series E
         principal into 500,000 shares of common stock valued at $0.10 per share
         or $50,000. The $31,250 discount on debt, plus the $12,500 beneficial
         conversion feature, was fully amortized, and recorded as an interest
         expense
         upon conversion of the Series E into common stock.                                                    71,607
----------------------------------------------------------------------------------------------------------------------

c)       8% notes, unsecured, payable on demand. These advances accrue
         interest based on an annualized rate of 8% per annum.                                                765,100
----------------------------------------------------------------------------------------------------------------------

                                      F-8
<Page>

d)       Non-interest bearing notes, unsecured, payable on demand.                                            201,676
----------------------------------------------------------------------------------------------------------------------

e)       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
         cannot be lower than $0.55 per share, or more than $3.55 per share.                                  260,776
----------------------------------------------------------------------------------------------------------------------

f)       10% convertible unsecured notes, payable on demand. The notes are
         convertible into common stock at a price of the lesser of $.50 or 50%
         of the average closing bid during the five trading days prior to
         notice of conversion, but not lower than $.10 per share.                                             284,401
----------------------------------------------------------------------------------------------------------------------
g)       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.

         During the year ended February 28, 2007, a total of $50,000 of these
         notes payable including accrued interest of $17,000, converted into

         670,000 shares of the Company's common stock at $0.10 per share.                                      25,630
----------------------------------------------------------------------------------------------------------------------

h)       8% notes, unsecured, payable on demand. These advances accrue
         interest based on an annualized rate of 8% per annum.                                                 22,603
----------------------------------------------------------------------------------------------------------------------

         TOTAL NOTES PAYABLE, CURRENT                                                                $      2,134,774
         --------------------------------------------------------------------------------------------=================

NOTES PAYABLE, long-term

      As of February 29, 2008, the Company maintained the following notes
payable, long-term:

     During the year ended February 29, 2008, the Company issued $650,000 of
     Series E notes payable. Issued with this debt were 3,250,000 shares of the
     Company's common stock value at $315,000, 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. During the
     year ended February 29, 2008, the Company amortized $143,546($315,000 minus
     $243,227), of this debt discount. These Series E notes payable have a three
     (3) year life from the date of issuance. The debt is convertible at $.50
     per share or 50% of the average closing bid during the five (5) trading
     days prior to the note holder giving notice of conversion, but not lower
     than $.10 per share.                                                                            $        650,000

     Less: unamortized portion of debt discount                                                              (216,977)
                                                                                                     -----------------
     Total notes payable, long-term                                                                          $ 433,023
                                                                                                     =================

                                      F-9
<Page>

AS OF FEBRUARY 28, 2007:

10% notes, unsecured, payable on demand. These advances accrue interest based on
an annualized rate of 10% per annum. During the year ended February 28, 2006 the
Company was loaned $37,500 under these terms.                                                        $        572,313

During the year ended February 28, 2007, the Company issued at various times,
demand notes totaling $124,346 for cash. These notes accrue interest at 10% per
annum. In lieu of cash payment the Company may redeem these notes, and any
accrued interest, with the issuance of Series E unsecured convertible promissory
notes.

On April 10, 2006, the Company issued demand notes totaling $87,500 for
consulting services to be performed by the note holders over a twenty-four month
period, subsequent to the issuance of these notes payable. These notes accrue
interest at 10% per annum. In lieu of cash payment the Company may redeem these
notes, and any accrued interest, with the issuance of Series E unsecured
convertible promissory notes ("Series E"). The Company has recorded the issuance
of these notes payable for consulting services as a prepaid expense of $87,500
that is being expensed over the twenty four month period of the consulting
agreement. During the year ended February 28, 2007, the Company expensed
$40,104, of this deferred compensation.

In February 2007, a total of $75,000 of these demand notes redeemed their note
principal (accrued interest paid subsequent to February 28, 2007) for Series E
notes. Under the terms of the Series E note, the note holder upon issuance of
Series E receives 5 shares of common stock for each $1 of debt, for a total of
375,000 share of common stock. These shares have been valued at $29,950, and
have been recorded as a discount on debt, that was to have been amortized and
expensed as interest over the life of the debt, or until such time as the debt
was converted. The Series E debt is convertible at $.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. This note,
including accrued interest, was due and payable in February 2010. In February
2007, these demand note holders, upon conversion into these Series E notes,
converted all $75,000 Series E principal into 750,000 shares of common stock
valued at $0.10 per share or $75,000. The $29,950 discount on debt was fully
expensed as interest upon conversion of the Series E into common stock.                                       136,846

8% notes, unsecured, payable on demand. These advances accrue interest based on
an annualized rate of 8% per annum.                                                                           750,000

Non-interest bearing notes, unsecured, payable on demand. During the year
ended February 28, 2007, the Company repaid $1,000 of these notes.                                            201,676

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 cannot 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% of the average closing
bid during the five trading days prior to notice of conversion, but not lower
than $.10 per share.                                                                                          401,390

                                      F-10
<Page>

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.

During the year ended February 28, 2007, a total of $50,000 of these notes
payable including accrued interest of $17,000, converted into 670,000 shares of
the Company's  common stock at $0.10 per share.                                                                25,000
                                                                                                     -----------------
                                                                                                     $      2,337,225
                                                                                                     =================

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

LONG-TERM NOTE PAYABLE:

As of February 28, 2007 the Company was obligated for the following long-term
notes payable:

On April 10, 2006, the Company issued a 10% unsecured convertible $50,000
promissory note in the amount of $50,000, referred to as "Series E" notes.
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. During the year ended February 28, 2007 the Company amortized
$1,613, of this debt discount. The debt is convertible at $.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. This
note, including accrued interest, is due and payable on or before April 10,
2009, and is classified as long term debt.
                                                                                                     -----------------
Less: Unamortized portion of Debt Discount                                                                     50,000
                                                                                                               (3,662)
                                                                                                     -----------------
                                                                                                     $         46,338
                                                                                                     =================
</TABLE>

NOTE 5 - COMMON STOCK

FOR THE YEAR ENDED FEBRUARY 29, 2008:

For the year ended February 29, 2008, as related to the conversion of a $67,000
demand note payable plus accrued interest of $605 into a Series E note payable
the Company issued 1,025,175 share of common stock. These common shares have
been valued at $99,005, and have been recorded as a discount on debt, that was
to have been amortized and expensed as interest over the life of the debt, or
until such time as the debt was converted. In addition, the Company recognized a
beneficial conversion of $12,500 related to the Series E having an immediate
conversion provision that was below market on the date of conversion. The Series
E debt is convertible at $.50 per share, or 50% of the average closing bid
during the five (5) trading days prior to the note holder giving notice of
conversion, but not lower than $.10 per share. This Series E note, including
accrued interest, was due and payable in March 2010. On the date of conversion
from a demand note to a Series E note, the note holder converted the $50,000
Series E principal into 500,000 shares of common stock valued at $0.10 per share
or $50,000.

For the year ended February 29, 2008, the Company converted Series E notes
payable of $50,000 plus accrued interest of $5,833 for a total of $55,883 into
558,330 shares of common stock at a per share price of $.10. The stock price was
$.11 on the date of conversion; the balance of $5,583 was charged to interest
expense.

                                      F-11
<Page>

For the year ended February 29, 2008, the Company converted $15,000 notes
payable directly to 150,000 shares of common stock at a per share price of $.10.

On August 27, 2007, the Company issued 100,000 shares of common stock for a
consulting services agreement valued at $7,000, on an average per share price of
$.07. For the year ended February 29, 2008, a total of $7,000 has been expensed
for these consulting agreements and included in selling, general and
administrative expenses.

On June 19, 2007, the Company issued 2,000,000 shares of common stock for a two
(2) year consulting services agreement valued at $220,000, on an average per
share price of $.11. For the year ended February 29, 2008, a total of $82,500
has been expensed for these consulting agreements and included in selling,
general and administrative expenses.

In March, April and June 2007, the Company issued an additional $650,000 of
Series E notes payable. Issued with this debt were 3,250,000 shares of the
Company's common stock valued at $315,000, at an average per share price of
$.097.

In March 2007, the Company entered into a one year advertising and marketing
consulting agreement. Under the terms of this agreement the Company is required
to issue 100,000 shares of common stock each month commencing in March 2007. A
total of 1,000,000 shares of common stock are to be to be issued under this
agreement. For the year ended February 29, 2008, the Company issued 1,000,000
shares of common stock. These shares were valued at market on their dates of
issue. The Company has recorded $81,000, on an average per share price of $.081,
for the issuance of these common shares as a consulting expense included in
selling, general and administrative expenses.

In May 2007, the Company entered into an investor relations consulting
agreement. This agreement has a one year term, and requires the issuance of
750,000 shares of common stock upon commencement. These shares have a market
value of $57,000 on an average per share price of $.076, and have been recorded
as a deferred compensation expense, netted against additional paid in capital.
As services commence under this agreement, a pro-rata share of the deferred
compensation is expensed. For the year ended February 29, 2008, a total of
$47,500 has been expensed for this consulting agreement and included in selling,
general and administrative expenses.

In March 2007, the Company entered into a financial consulting agreement. This
agreement has a one year term, and requires the issuance of 500,000 shares of
common stock. Services under this agreement were set to commence in June 2007.
These shares have a market value of $40,000, and have been recorded as a
deferred compensation expense, netted against additional paid in capital. For
the year ended February 29, 2008, the Company has recorded $40,000, as a
consulting expense included in selling, general and administrative expenses.

During the nine months ended November 30, 2007, the Company expensed the
remaining deferred compensation cost of $7,500 related to a consulting agreement
entered into in June 2006 and paid for in common stock, which concluded in
August 2007.

On March 15, 2007, Company issued 350,000 shares of common stock for financial
related services valued at market for a total of $31,500. For the year ended
February 29, 2008, the Company has recorded $31,500, as a consulting expense
included in selling, general and administrative expenses.

FOR THE YEAR ENDED FEBRUARY 28, 2007:

      In April 2006, the Company issued 250,000 shares of common stock at a
      market price of $0.05 per share, for payment of previously accrued legal
      fees of $12,500.

      In April 2006, the Company issued 400,000 shares of common stock upon the
      exercise of options for $0.01 per share. The Company is awaiting proceeds
      from this option exercise. The Company has recorded this stock issuance as
      a stock subscription receivable of $4,000.

      In May 2006 the Company entered into a one year consulting agreement
      commencing on June 1, 2006. In lieu of cash payment under this agreement,
      the Company issued 500,000 shares of common stock on June 1, 2006. These
      shares were issued at the market price of $0.06 per share, for a total
      value of $30,000. The Company recorded deferred compensation for the
      entire issuance to be earned over the one year consulting period. During
      the year ended February 28, 2007, the Company expensed $22,500, of this
      deferred compensation.

                                      F-12
<Page>

      During July and August 2006 the Company issued 1,600,000 shares of common
      stock for consulting services. These shares were issued at market prices
      ranging from $0.04 to $0.05 per share. The value of these shares, recorded
      as a non-cash compensation expense, was $74,000.

      During December 2006 the Company issued 136,250 shares of common stock for
      consulting services. These shares were issued at a market price of $0.05
      per share. The value of these shares, recorded as a non-cash compensation
      expense, was $6,813.

      In December 2006 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, 2007. These shares were valued at market for
      $6,250 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 25,000 shares of common stock at $0.10 per
      share. This warrant granted on December 31, 2006, 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 $5,600 recorded as financing costs. The following
      assumptions were used in the Black-Scholes calculation: dividend yield of
      0%, expected volatility of 274%, risk-free interest rate of 4.70%, and an
      expected life of five years.

      During the year ended February 28, 2007, the Company granted a warrant to
      a business consultant for services rendered. A total of 100,000 shares of
      common stock at an exercise price of $0.02 per were granted with this
      warrant. This warrant has a life of five years from the date of grant.
      This warrant was valued at $4,990 and recorded as a non-cash financing
      charge. The warrant was valued using the Black-Scholes valuation model
      with the following assumptions: dividend yield of 0%, expected volatility
      of 252%, risk-free interest rate of 4.95%, and an expected life of five
      years.

      On April 10, 2006, the Company issued a 10% unsecured convertible
      promissory note in the amount of $50,000, referred to as "Series E" notes.
      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. During the year ended February
      28, 2007 the Company amortized $1,613, of this debt discount.

      During the year ended February 28, 2007, a total of $50,000 Series C -
      notes payable including accrued interest of $17,000, converted into
      670,000 shares of the Company's common stock at $0.10 per share, the
      minimum conversion price per the note payable.

      In February 2007, a total of $75,000 of demand notes payable redeemed
      their note principal for Series E notes. Under the terms of the Series E
      note, the note holder upon issuance of Series E receives 5 shares of
      common stock for each $1 of debt, for a total of 375,000 share of common
      stock. These shares have been valued at $29,950, and have been recorded as
      discount on debt, that was to have been amortized and expensed as interest
      over the life of the debt, or until such time as the debt was converted.
      Upon issuance of these Series E notes, the note holder converted all
      $75,000 principal of Series E into 750,000 shares of common stock, at the
      minimum conversion price of $0.10 per share or $75,000. The $29,950
      discount on debt was fully expensed as interest upon conversion of the
      Series E to common stock.

NOTE 6 - CANCELLATION OF DEBT

In June 2007, the Company settled an outstanding debt with a creditor for less
than the amount owed. This total forgiveness of debt was included in the
financial statements, in other income and expenses for the nine months ended
November 30, 2007. The debt originally for $63,674 was settled for 17,500; the
difference of $46,174 was forgiven. The settlement amount was paid in July 2007.

                                      F-13
<Page>

NOTE 7 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS:

CONSULTING AGREEMENTS:

On August 27, 2007, the Company issued 100,000 shares of common stock for a
consulting services agreement valued at $7,000, on an average per share price of
$.07. For the nine months ended November 30, 2007, a total of $7,000 has been
expensed for these consulting agreements and included in selling, general and
administrative expenses.

On June 19, 2007, the Company issued 2,000,000 shares of common stock for a two
(2) year consulting services agreement valued at $220,000, on an average per
share price of $.11. For the nine months ended November 30, 2007, a total of
$55,000 has been expensed for these consulting agreements and included in
selling, general and administrative expenses.

In March, April and June 2007, the Company issued an additional $650,000 of
Series E notes payable. Issued with this debt were 3,250,000 shares of the
Company's common stock valued at $315,000, at an average per share price of
$.097.

In March 2007, the Company entered into a one year advertising and marketing
consulting agreement. Under the terms of this agreement the Company is required
to issue 100,000 shares of common stock each month commencing in March 2007. A
total of 1,000,000 shares of common stock are to be to be issued under this
agreement. During the nine months ended November 30, 2007 the Company issued
800,000 shares of common stock. These shares were valued at market on their
dates of issue. The Company has recorded $74,000, on an average per share price
of $.0925, for the issuance of these common shares as a consulting expense
included in selling, general and administrative expenses.

In May 2007, the Company entered into an investor relations consulting
agreement. This agreement has a one year term, and requires the issuance of
750,000 shares of common stock upon commencement. These shares have a market
value of $57,000 on an average per share price of $.076, and have been recorded
as a deferred compensation expense, netted against additional paid in capital.
As services commence under this agreement, a pro-rata share of the deferred
compensation is expensed. For the nine months ended November 30, 2007, a total
of $33,250 has been expensed for this consulting agreement and included in
selling, general and administrative expenses.

In March 2007, the Company entered into a financial consulting agreement. This
agreement has a one year term, and requires the issuance of 500,000 shares of
common stock. Services under this agreement are set to commence in June 2007.
These shares have a market value of $40,000, and have been recorded as a
deferred compensation expense, netted against additional paid in capital. For
the nine months ended November 30, 2007, the Company has recorded $20,000, as a
consulting expense included in selling, general and administrative expenses.

CONTINGENCIES:

The Company is subject to litigation in the normal course of business, and
claims 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 be involved
in the future, in litigation due to non-payment of debt and notes payable.

During the year ended February 29, 2008, the Company and its subsidiary, the
Math Channel, received a notice of assessment from the New York State Department
of Labor in the amount of approximately $15,000. The DOL is claiming a
predecessor/successor relationship between the Company and the Math Channel,
wherein the Company maintained a higher percentage of tax assessed for
unemployment tax purposes versus the lower rate of tax that the Math Channel
currently is obligated to pay based on certain compensation for each employee.
The Company has retained Counsel to investigate and seek a resolution in this
matter. The accompanying financial statements do not reflect this potential
liability pending Counsel's attempt to resolve this matter.

                                      F-14
<Page>

NOTE 8 - CHANGE IN AUDITORS AS REPORTED ON FORM 8-K

As previously reported on a Current Report on Form 8-K filed by the Company on
October 1, 2007 with the Securities and Exchange Commission, on October 1, 2007,
the Company terminated Sherb & Co., LLP ("Sherb"), as their independent
registered certified public accountants. Sherb had been the Company's auditors
since the year ended February 28, 2004. The Company has hired Conner &
Associates, PC, to become auditors commencing for the year ended February 29,
2008. The reports of Sherb & Co., LLP, on the Company's financial statements as
of and for the fiscal years ended February 28, 2007, 2006, 2005 and 2004, did
not contain any adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to audit scope or accounting principles. During the
fiscal years audited, and through October 1, 2007, there were no disagreements
with Sherb on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Sherb's satisfaction, would have caused Sherb to make reference to the subject
matter in connection with periods; and there were no reportable events as
defined in Item 304(a)(1)(iv) of Regulation S-B. During the years audited by
Sherb, their audit reports contained an additional paragraph with regards to the
Company continuing as a going concern. The Company's Board of Directors has
chosen Conner & Associates, PC, as its new independent auditors and has
authorized the termination of audit services by Sherb. The Company provided
Sherb with a copy of the foregoing disclosures and requested Sherb to furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements.

NOTE 9 -  PROPERTY

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, expired in February,
2006. The Company is currently leasing this facility on a month-to-month basis.
In November 2005, the Company opened a new sales facility in Lakewood, NJ where
it employs approximately six individuals. This lease, which currently calls for
monthly rent of $1,300, expired in November 2007. The Company is currently
leasing this facility on a month-to-month basis.

NOTE 10 - SUBSEQUENT EVENTS

In March 2008, the Company issued 800,000 shares of common stock for services,
total value of $24,000. In May 2008, the Company issued 155,810 shares of common
stock for services, total value of $4,675 In March 2008, the Company issued a
$10,000 promissory note at 10% interest convertible at $.10. In May, 2008 the
Company issued a $25,000 promissory note at 10% interest convertible at $.01.


                                      F-15

<Page>

                                  EXHIBIT INDEX

         EXHIBIT #      DESCRIPTION
         ---------      -----------

         21.0           List of Subsidiaries.
         23.1           Consent of Conner & Associates, PC, independent
                          registered public accounting firm.
         31.1           Certification of Barry Reichman pursuant to 18 U.S.C.
                          Section 1350, as adopted to section 302 of the
                          Sarbanes-Oxley Act of 2002.
         32.1           Certification of Barry Reichman pursuant to 18 U.S.C.
                          Section 1350, as adopted to section 906 of the
                          Sarbanes-Oxley Act of 2002.