<PAGE>

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

                                   FORM 10-QSB

(MARK ONE)

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

For the quarterly period ended May 31, 2002

                                       OR

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

For the transition period from ______________ to _____________

                        Commission file number: 001-25758

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                       ----------------------------------
            (NAME OF SMALL BUSINESS ISSUER SPECIFIED IN ITS CHARTER)

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

                   205 KINGS HIGHWAY BROOKLYN, NEW YORK 11223
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-234-0404
                                  ------------
                (Issuer's telephone number, including area code)

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

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

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                     COMMON STOCK, $0.01 PAR VALUE PER SHARE
                               REDEEMABLE WARRANTS
                               -------------------
                                (Title of Class)



<PAGE>

CHECK WHETHER THE ISSUER: (I) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (II) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X     NO
                                                             ----     ----

THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK AS OF JULY 19,
2002 WAS 17,650,667 SHARES.

TRANSACTIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):   YES        NO  X
                                                                 ----      ----

         THIS QUARTERLY REPORT ON FORM 10-QSB (THE "REPORT") MAY BE DEEMED TO
CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT"). FORWARD-LOOKING STATEMENTS IN
THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), REPORTS TO THE
COMPANY'S STOCKHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR
RELEASED BY THE COMPANY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS WHICH COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL
OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE
(FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST
ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF
OPERATIONS. THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS SET FORTH
HEREIN, EACH OF WHICH COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS AND THE
ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.

                                       ii



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



<PAGE>

                      MULTI-MEDIA TUTORIAL SERVICES, INC.
                                 AND SUBSIDIARY

                       CONSOLIDATED FINANCIAL STATEMENTS
                             FOR THE QUARTERS ENDED
                         MAY 31, 2002 AND MAY 31, 2001

       Consolidated Balance Sheet                                 F-1 - F-2

       Consolidated Statement of Operations                       F-3

       Consolidated Statement of Stockholder's Deficit            F-4

       Consolidated Statement of Cash Flows                       F-5 - F-6

       Notes to Consolidated Financial Statements                 F-7 - F-8



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                             MAY 31, 2002 (UNAUDITED) AND FEB 28, 2002 (AUDITED)
--------------------------------------------------------------------------------

                                     ASSETS
                                                        MAY 31,     FEBRUARY 28,
                                                         2002           2002
                                                     ------------   ------------
                                                     (UNAUDITED)      (AUDITED)
CURRENT ASSETS
Accounts receivable                                  $    32,374    $    65,657
Inventories                                               69,372         72,859
Prepaid expenses                                          73,001         69,785
                                                     ------------   ------------

         Total current assets                            174,747        208,301

FURNITURE AND EQUIPMENT, net                              72,828         74,524
INTANGIBLE ASSETS, net                                    99,741        108,820
RESTRICTED CASH                                            2,500          2,500
OTHER ASSETS                                              20,820         20,820
                                                     ------------   ------------

                  TOTAL ASSETS                       $   370,636    $   414,965
                                                     ============   ============

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

                                       F-1



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                        MAY 31, 2002 (UNAUDITED) AND FEBRUARY 28, 2002 (AUDITED)
--------------------------------------------------------------------------------

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                        MAY 31,     FEBRUARY 28,
                                                         2002           2002
                                                     ------------   ------------
                                                     (UNAUDITED)      (AUDITED)

CURRENT LIABILITIES
     Book overdraft                                  $    21,118    $    30,228
     Short-term notes payable                          1,474,176      1,465,176
     Convertible promissory notes                        741,890        750,890
     Capital lease obligations                           161,379        161,379
     Due to related party                                  3,545          4,445
     Accounts payable                                  1,551,954      1,534,842
     Accrued payroll and other expenses                  658,921        625,840
     Accrued interest                                    909,307        857,234
                                                     ------------   ------------

              Total liabilities                      $ 5,522,290    $ 5,430,034
                                                     ------------   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Preferred stock, Series A, $0.01 par value
         1,000,000 shares authorized
         no shares issued and outstanding                                    --
     Preferred stock, Series B, $0.01 par value
         50 shares authorized
         no shares issued and outstanding                                    --
     Common stock, $0.01 par value
         20,000,000 shares authorized and
         17,650,667 shares issued and outstanding        176,508        176,508
     Common stock committed 377,910 shares,
      $0.01 par value                                     32,792         32,033
     Additional paid-in capital                       12,341,720     12,341,720
     Accumulated deficit                             (17,702,674)   (17,565,330)
                                                     ------------   ------------

              Total stockholders' deficit             (5,151,654)    (5,015,069)
                                                     ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT          $   370,636    $   414,965
                                                     ============   ============

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

                                       F-2


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                      FOR THE THREE MONTHS ENDED MAY 31,2002 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2001 (UNAUDITED)
--------------------------------------------------------------------------------

                                              FOR THE THREE MONTHS ENDED MAY 31,

                                                         2002           2001
                                                     ------------   ------------
                                                     (UNAUDITED)    (UNAUDITED)

NET SALES                                            $   490,762    $   496,735

COST OF SALES                                              5,364         15,040
                                                     ------------   ------------

GROSS PROFIT                                             485,398        481,695
                                                     ------------   ------------
OPERATING EXPENSES
     Selling and marketing                               289,950        262,310
     General and administrative                          237,559        281,944
     Depreciation and amortization                        15,533         31,460
     Stock-based compensation                               -            10,500
                                                     ------------   ------------

         Total operating expenses                        543,042        586,214
                                                     ------------   ------------

LOSS FROM OPERATIONS                                    (57,644)      (104,519)
                                                     ------------   ------------

OTHER EXPENSE
     Non-cash interest charges                              (759)       (8,846)
     Interest expense                                    (78,941)       (69,273)
                                                     ------------   ------------

         Total other expense                            (79,700)       (78,119)
                                                     ------------   ------------

NET LOSS                                             $  (137,344)   $  (182,638)
                                                     ============   ============

BASIC LOSS PER SHARE                                 $     (0.01)   $     (0.01)
                                                     ============   ============

DILUTED LOSS PER SHARE                               $     (0.01)   $     (0.01)
                                                     ============   ============

WEIGHTED-AVERAGE SHARES OUTSTANDING                   18,021,070      16,749,259
                                                     ============   ============

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

                                       F-3


<PAGE>
<TABLE>
                                                                                                 MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                                                      AND SUBSIDIARY
                                                                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                                                 FOR THE THREE MONTHS ENDED MAY 31, 2002 (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                Common Stock                Common       Additional
                                       -----------------------------        Stock         Paid-In       Accumulated
                                            Shares          Amount        Committed       Capital         Deficit          Total
                                       -------------   -------------   -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
BALANCE, FEB 28, 2002                     17,650,667    $   176,508    $     32,033    $ 12,341,720    $(17,565,330)   $ (5,015,069)

Common stock committed for

      Interest                                                                 759                                             759

NET Loss                                                                                                 (137,344)       (182,638)
                                       -------------   -------------   -------------   -------------   -------------   -------------

    BALANCE, MAY 31, 2002 (UNAUDITED)    17,650,667    $    176,508    $    32,792    $ 12,341,720    $(17,702,674)   $ (5,151,654)
                                       =============   =============   =============   =============   =============   =============
</TABLE>

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

                                       F-4



<PAGE>
<TABLE>
                                                         MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                              AND SUBSIDIARY
                                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 FOR THE THREE MONTHS ENDED MAY 31, 2002 AND
                                          FOR THE THREE MONTHS ENDED MAY 31, 2001 (UNAUDITED)
--------------------------------------------------------------------------------------------

<CAPTION>
                                                          FOR THE THREE MONTHS ENDED MAY 31,

                                                                    2002            2001
                                                               -------------   -------------
                                                                (UNAUDITED)     (UNAUDITED)
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                      (137,344)    $  (182,638)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Depreciation and amortization                          15,533          31,460

         Common stock committed and issued for services                              10,500
         Stock options issued for services                                           18,750
         Common stock committed and issued for interest                 759           8,846
     (Increase) decrease in
         Accounts receivable                                         33,283          15,962
         Inventories                                                  3,487           5,281
         Prepaid expenses                                            (3,216)          (569)
         Increase (decrease) in
         Due to related party                                         (900)           1,840
         Accounts payable                                            17,112          (3,371)
         Accrued payroll and other expenses                          33,081        (17,919)
         Accrued interest                                            52,073          50,693
                                                               -------------   -------------

Net cash provided by (used in) operating activities                   13,868        (79,915)
                                                               -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                             (4,758)         (4,700)
     Increase in intangibles                                           -               (300)
                                                               -------------   -------------

Net cash used in investing activities                                (4,758)         (5,000)
                                                               -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayment of capital lease obligations                              -          (18,621)
     Proceeds from issuance of notes payable                          9,000          36,500
     Repayment of notes payable                                      (9,000)           -
                                                               -------------   -------------

Net cash provided by financing activities                           -                 17,879
                                                               -------------   -------------
</TABLE>

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

                                       F-5

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      FOR THE THREE MONTHS ENDED MAY 31,2002 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2001 (UNAUDITED)

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

                                                    FOR THE MONTHS ENDED MAY 31,

                                                         2002           2001
                                                     ------------   ------------
                                                     (UNAUDITED)    (UNAUDITED)

Net increase (decrease) in cash and cash
  equivalents                                        $    9110      $   (67,036)

CASH AND CASH EQUIVALENTS (BOOK OVERDRAFT),
  BEGINNING OF YEAR                                      (30,228)       (64,442)
                                                     ------------   ------------
Cash and Cash Equivalent
(BOOK OVERDRAFT), END OF YEAR                        $  (21,118)    $  (131,478)
                                                     ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION

     INTEREST PAID                                   $    26,868    $    18,500
                                                     ============   ============

     INCOME TAXES PAID                               $       310    $       910
                                                     ============   ============

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the three months ended May 31, 2002 the Company committed to issue 7590
shares of common stock for $759 of interest expense incurred.

During the three months ended May 31, 2001, the Company committed to issue
405,457 shares of common stock for $16,046 of consulting services rendered and
interest expense incurred.

During the three months ended May 31, 2001, the Company issued 110,000 shares of
common stock for $3,300 of financing costs.

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

                                      F-6

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     FOR THE THREE MONTHS ENDED MAY 31, 2002 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2001 (UNAUDITED)

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

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Multi-Media Tutorial Services, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principals for interim financial
information and in accordance with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principals for complete financial statements. In the opinion
of management, all material adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended May 31, 2002 are not
necessarily indicative of the results that may be expected for the year ended
February 28, 2003. The information contained in this Form 10-QSB should be read
in conjunction with the audited financial statements filed as part of the
Company's Form 10-KSB ending February 28, 2002.

NET LOSS PER SHARE

The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is
computed by dividing loss available to common stockholders by the
weighted-average number of commons shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. For the years ended February 28, 2002 and February
28, 2001, the Company incurred net losses; therefore, basic and diluted loss per
share are the same.

COMPREHENSIVE INCOME

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

                                       F-7



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     FOR THE THREE MONTHS ENDED MAY 31, 2002 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2001 (UNAUDITED)

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

STOCKHOLDER'S EQUITY

During the first three months ended May 31, 2002, the Company committed to issue
7,590 common shares for $759 of consulting services rendered and interest
expense incurred.

STOCK OPTIONS

The Company uses APB Opinion No. 25 "Accounting for Stock Issued to Employees"
to calculate the compensation expense related to the grant of options to
purchase Common Stock under the intrinsic value method. Accordingly, the Company
makes no adjustments to its compensation expense or equity accounts for the
grant of options.


                                       F-8
<PAGE>

ITEM 2.  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 THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEARS ENDED FEBRUARY 28, 2002 AND 2001, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

         RESULTS OF OPERATIONS FOR THE FISCAL QUARTERS ENDED MAY 31, 2002 AND
2001. Net sales for the fiscal quarter ended May 31, 2002 (the "2002 Period")
were $490,762 compared to $496,735 in the fiscal quarter ended May 31, 2001 (the
"2001 Period").

         Gross profit was $485,398 in the 2002 Period compared to $481,695 in
the 2001 Period.

         Selling and marketing expenses were $289,950 in the 2002 Period
compared to $262,310 for the 2001 Period.

         General and administrative expenses were $237,559 in the 2002 Period
compared to $281,944 in the 2001 Period. The lower G&A expense was a result of a
tightening of management and other overhead costs.

         Interest expense was $78,941 in the 2002 Period compared to $69,273 in
the 2001 Period. The Company also had non-cash interest charges of $759 in
the 2002 Period compared to $8846 in the 2001 period.

         Net loss from operations before depreciation, amortization, interest
expense and non-cash interest charges was $42,111 for the 2002 Period as
compared to $73,059 for the 2001 Period.

         Net Loss from operations was $137,344 in the 2002 Period compared to
$182,638 in the 2001 Period.

         The Company is actively planning, with the assistance of an established
New York advertising agency, to develop a full national media campaign including
print, TV and radio, to be launched in the fall of 2002 for its educational
products. As a result of the recessionary economy advertising prices are soft
and the Company is able to take advantage of opportunistic media buys. This
media plan is tentative since it is conditional upon the Company's ability to
attract investor funding.

         The Company has enlisted the assistance of an internet marketing
consulting company to give its Math Made Easy website a facelift, to be ready
for the "Back to School" season, in order to attract more customers to its site
and to increase conversion of visits to sales.

         Homeroom.com, a division of Princeton Review, has incorporated Math
Made Easy site links throughout its teacher site skills resource pages. Other
joint marketing activities are being discussed with Homeroom.com.

         The Company has entered into an agreement with Educational Insights,
Los Angeles, CA, to distribute their educational electronic learning devices
which include The Launch Pad, a reading instructional product for ages 3-8, as
well as the Geo-safari and Math-safari products which have been sold to schools
via a sales organization and to consumers through a successful TV infomercial
campaign. The Company has begun selling these products to its customer database
and to home schooling parents through an outbound sales campaign.

         The company is licensing the software technology developed by
Pixwave.com, Inc, currently majority owned by the IDT Corporation, to translate
its videos into web-based programming. This will allow students to view the
entire library of Math Made Easy programs on the internet or download the
material to their computer. The Company plans on offering these new applications
on a subscription basis. This opens up major opportunities to sell to many
schools wherein the programs are downloaded into school computers for student
review. These new applications are expected to be ready for the upcoming school
year.

         At the same time, the Company, in conjunction with another established
educational software developer, is developing interactive CD Roms that will
combine the Company's current programming with a math diagnostic software in
which students can test their skills both before and after viewing the Company's
instructional material. These, too, are expected to be ready for the upcoming
school year.

                                      -1-
<PAGE>

         LIQUIDITY AND CAPITAL RESOURCES.  The Company did not have any cash,
 other than restricted cash, at May 31, 2002.

         Net cash provided by operating activity was $13,868 in the 2002 Period
compared to $79,915 used in operations in the 2001 Period.

         Net cash used in investing activities in the 2002 Period was $4,758
compared to $5,000 in the 2001 Period.

         There was no net cash provided from financing activities in the 2002
Period, compared to $17,879 provided from financing activities in the 2001
Period.

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

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

         In May and June 1997, the Company secured approximately $350,000 of
loans ("1997 Loans"), which were used for working capital and for debt
repayment. As of June 9, 2000, the noteholders had converted all of the loans
into 5,200,000 shares of Common Stock, including 1,600,000 shares of Common
Stock issued in the fiscal quarter ended May 31, 2000.

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

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

         From November, 1999, to June, 2000, the Company issued approximately
$763,000 of convertible, unsecured promissory notes. The notes bear interest at
the rate of 10% PER ANNUM, and are due 10-months following the date of issuance.
The notes are convertible into Common Stock at the lesser of: (i) $0.50 per
share, or (ii) 50% of the average of the closing bid price for the Common Stock
during the five (5) days immediately preceding conversion. However, the notes
may not be converted at a price of less than $0.10 per share. The notes may be
converted into a number of shares of common stock of the Company's subsidiary,
The Tutorial Channel.com, equal to 1% of the issued and outstanding shares of
common stock of such subsidiary for each $25,000 principal amount with respect
to $600,000 of certain of these notes (Series A Notes), and equal to 0.25% of
the issued and outstanding shares of common stock of such subsidiary for each
$25,000 principal amount with respect to $163,000 of certain of these notes
(Series B Notes). Each class of these notes is convertible on the earlier of (i)
the last business day preceding the filing of the first registration statement
for the common stock of such subsidiary, or (ii) December 1, 2000. As of May 31,
2001, $573,361.10 of these notes we converted into 5,733,611 shares of common
stock.

                                      -2-
<PAGE>

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

         As of February 2, 2000, the Company converted an account payable of
$135,500 due to its former accountants, Holtz Rubenstein & Co., LLP, into a
one-year Series B Note, in the principal amount of $135,500, bearing interest at
the rate of 10% PER ANNUM.

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

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

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

         In August, 2001, the Company committed to issue 45,739 common shares in
satisfaction of $4574 of interest charges.

         In November, 2001, the Company committed to issue 68,309 common shares
in satisfaction of $6832 of interest charges.

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

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

         In May, 2002, the Company committed to issue 7590 common shares in
satisfaction of $759 of interest charges.

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

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

         The Company had made a settlement with one of its creditors that had
begun litigation, 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 denied it a summary judgment. The
Company has instructed its counsel to negotiate a settlement.

         In addition, the Company has been sued by a vendor for approximately
$100,000, and the Company has asserted a counterclaim against the vendor for
lack of maintaining the service contract. Accordingly the company is seeking
damages against the vendor in the sum of $500,000. A court case that was
scheduled for June, 2002 has been deferred to an undetermined date in the fall.

         The Company has also reached agreements with certain of its other
vendors relating to obligations in the aggregate amount of approximately
$900,000 based upon payment schedules. There is no assurance that the Company's
future revenues will be adequate to meet such payment schedules. Moreover, the
Company's revenues have not always been sufficient to enable the Company to
fully comply with these payment schedules. However, The Company has been able to
receive extensions of these schedules where it has not been able to comply with
the agreed schedules. In particular, the Company has come to a one-year
agreement with its largest creditor who had received a judgment against the
Company. Accordingly, the creditor has agreed to take no action against the
Company with respect to its judgment so long as the Company is in compliance
with its agreement with the creditor. The Company is currently in compliance
with the agreement. The agreement does not require any fixed payment schedule,
but stipulates that the Company will make payments to the creditor which are
tied to the Company's profits. In addition, the creditor has given the Company
the option of paying off the entire debt within the twelve-month period for
$345,000 representing approximately one-half of the outstanding balance. The
company is currently in compliance of its agreement with this creditor. Other
creditors have given extensions in the form of agreements on a periodic basis.
There is no assurance that any of these creditors will not, at some point in the
future, declare the Company in default of its obligations. The company presently
makes scheduled payments to creditors from operating cash flow. In addition, the
Company has, from time to time, obtained additional funding from investors,
which have enabled it to make up some of the shortages in the scheduled
payments. Failure to cure a default in payment schedules could result in the
entry of a judgment against the Company. In addition, the Company is in arrears
for federal and state payroll tax and unemployment tax in the approximate amount
of $350,000. The Company has made payment arrangements with the New York State
Department of Taxation and with the New York State Department of Labor.

                                      -3-
<PAGE>

         The Company is currently involved in a lawsuit with AT&T in which AT&T
is seeking approximately $500,000 for outstanding charges for telephone services
and in which Multimedia has filed a counterclaim including a request for
punitive damages. The Company does not believe that the amounts that are claimed
by AT&T are in fact owed. The Company's defenses to AT&T's claims include, but
are not limited to, the Company's assertion that AT&T billed the Company for
numbers belonging to other parties and for special features and services, which
the Company requested and AT&T failed to disconnect when notified by the
Company. In addition, the Company believes that AT&T failed to make available to
the Company discounts for services that were customarily available to users with
comparable volume. Moreover, AT&T, prior to the filing of its lawsuit, failed to
provide the Company with documentation with respect to any amounts which it
claimed were due from the Company. Further, AT&T had agreed to take no action to
collect any disputed amounts until such documentation was provided to the
Company. The Company has retained Counsel who has responded to the complaint
filed by AT&T and has also filed a counterclaim which includes punitive damages
for losses sustained by the Company as a result of what the Company believes to
be improper billing practices by AT&T and the interruption of its service by
AT&T. Although the Company would prefer to reach a settlement with AT&T, as the
Company does not believe the amounts claimed by AT&T are in fact due, and that
the Company has been significantly harmed by AT&T actions, if there is no
settlement reached by the respective counsel, the matter will be settled in
trial.

         The Company was advised on June 13, 2002 by its principal customer that
within the next several weeks it would be substantially reducing its business
with the Company as a result of planned cost reductions in their operations. The
revenue generated by this client amounts to approximately 75% of the Company's
total revenue. The loss of this revenue will have an adverse impact on the
Company's cash flow and its ability to meet current expenses as well as
outstanding liabilities. As of July 15, 2002, the Company has seen a sharp drop
in its revenue from this client. In response to this event the Company has
instituted a variety of cost cutting measures to offset the loss of revenues.
The Company recently added a new client who is expected to begin using
Multimedia's telesales services by early August. In addition, the Company
expects to conclude agreements with several other clients shortly although the
total volume of business from these new accounts cannot, as of yet, be
determined. The Company seeks to continue to actively seek to add teleservicing
clients. There is no assurance that the Company will be successful in its
effort.

         The Company continues to meet its working capital requirements through
debt and equity funding from outside sources and internally generated funds. In
September, 2000 the Company received $100,000 in funding and issued 1,000,00
shares of common stock and 1,000,000 warrants. In January 2001, the Company
received $25,000 in funding and issued 125,000 shares and 125,000 warrants and a
debenture in the amount of $25,000. In addition, the Company may have increased
capital requirements as it seeks to expand its product lines and customized
telemarketing services. In order to meet its current and future cash
requirements, the Company is in discussions to negotiate additional debt and
equity financing. There can be no assurance that any financing will be
successful nor that the Company will be able to fund internally its working
capital requirements or meet its debt repayment obligations. In the event that
the Company is unable to secure additional financing, it may be obligated to
significantly reduce its operations and seek to sell assets, which would have a
material adverse affect on the Company's prospects and financial results.

         The Company has received a report from its independent public
accountants, which has been filed with the Company's Annual Report on Form
10-KSB for the fiscal year ended February 28, 2002, that includes an explanatory
paragraph describing the uncertainty as to the ability of the Company's
operations to continue as a going concern.

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

YEAR 2000

         The Company has updated its computer systems to address issues related
to year 2000 compliance. Financial and operational systems were developed to
address systems modification requirements to become year 2000 compliant. The
financial impact of making the required systems changes was not material to the
Company's consolidated financial position, liquidity and results of operations.

                                      -4-
<PAGE>

DOCUMENTS INCORPORATED BY REFERENCE

         THE COMPANY IS CURRENTLY SUBJECT TO THE REPORTING REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") AND IN
ACCORDANCE THEREWITH FILES REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH
THE COMMISSION. SUCH REPORTS, PROXY STATEMENTS AND OTHER INFORMATION MAY BE
INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES OF THE COMMISSION AT
JUDICIARY PLAZA, 450 FIFTH STREET, N.W., WASHINGTON D.C. 20549; AT ITS NEW YORK
REGIONAL OFFICE, SUITE 1300, 7 WORLD TRADE CENTER, NEW YORK, NEW YORK, 10048;
AND AT ITS CHICAGO REGIONAL OFFICE, 500 WEST MADISON STREET, SUITE 1400,
CHICAGO, ILLINOIS 60661, AND COPIES OF SUCH MATERIALS CAN BE OBTAINED FROM THE
PUBLIC REFERENCE SECTION OF THE COMMISSION AT ITS PRINCIPAL OFFICE IN
WASHINGTON, D.C., AT PRESCRIBED RATES. IN ADDITION, SUCH MATERIALS MAY BE
ACCESSED ELECTRONICALLY AT THE COMMISSION'S SITE ON THE WORLD WIDE WEB, LOCATED
AT HTTP://WWW.SEC.GOV.



                                      -5-

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

         The Company had made a settlement with one of its creditors that had
begun litigation, 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 denied it a summary judgment. The
Company has instructed its counsel to negotiate a settlement.

         In addition, the Company has been sued by a vendor for approximately
$100,000, and the Company has asserted a counterclaim against the vendor for
lack of maintaining the service contract. Accordingly the company is seeking
damages against the vendor in the sum of $500,000. A court case that was
scheduled for June, 2002 has been deferred to an undetermined date in the fall.

         The Company has also reached agreements with certain of its other
vendors relating to obligations in the aggregate amount of approximately
$900,000 based upon payment schedules. There is no assurance that the Company's
future revenues will be adequate to meet such payment schedules. Moreover, the
Company's revenues have not always been sufficient to enable the Company to
fully comply with these payment schedules. However, The Company has been able to
receive extensions of these schedules where it has not been able to comply with
the agreed schedules. In particular, the Company has come to a one-year
agreement with its largest creditor who had received a judgment against the
Company. Accordingly, the creditor has agreed to take no action against the
Company with respect to its judgment so long as the Company is in compliance
with its agreement with the creditor. The Company is currently in compliance
with the agreement. The agreement does not require any fixed payment schedule,
but stipulates that the Company will make payments to the creditor which are
tied to the Company's profits. In addition, the creditor has given the Company
the option of paying off the entire debt within the twelve-month period for
$345,000 representing approximately one-half of the outstanding balance. The
company is currently in compliance of its agreement with this creditor. Other
creditors have given extensions in the form of agreements on a periodic basis.
There is no assurance that any of these creditors will not, at some point in the
future, declare the Company in default of its obligations. The company presently
makes scheduled payments to creditors from operating cash flow. In addition, the
Company has, from time to time, obtained additional funding from investors,
which have enabled it to make up some of the shortages in the scheduled
payments. Failure to cure a default in payment schedules could result in the
entry of a judgment against the Company. In addition, the Company is in arrears
for federal and state payroll tax and unemployment tax in the approximate amount
of $300,000. The Company has made payment arrangements with the New York State
Department of Taxation and with the New York State Department of Labor.

         The Company is currently involved in a lawsuit with AT&T in which AT&T
is seeking approximately $500,000 for outstanding charges for telephone services
and in which Multimedia has filed a counterclaim including a request for
punitive damages. The Company does not believe that the amounts that are claimed
by AT&T are in fact owed. The Company's defenses to AT&T's claims include, but
are not limited to, the Company's assertion that AT&T billed the Company for
numbers belonging to other parties and for special features and services, which
the Company requested and AT&T failed to disconnect when notified by the
Company. In addition, the Company believes that AT&T failed to make available to
the Company discounts for services that were customarily available to users with
comparable volume. Moreover, AT&T, prior to the filing of its lawsuit, failed to
provide the Company with documentation with respect to any amounts which it
claimed were due from the Company. Further, AT&T had agreed to take no action to
collect any disputed amounts until such documentation was provided to the
Company. The Company has retained Counsel who has responded to the complaint
filed by AT&T and has also filed a counterclaim which includes punitive damages
for losses sustained by the Company as a result of what the Company believes to
be improper billing practices by AT&T and the interruption of its service by
AT&T. Although the Company would prefer to reach a settlement with AT&T, as the
Company does not believe the amounts claimed by AT&T are in fact due, and that
the Company has been significantly harmed by AT&T actions, if there is no
settlement reached by the respective counsel, the matter will be settled in
trial.

                                      -6-

<PAGE>

ITEM 2.  CHANGES IN SECURITIES

         c.       RECENT SALES OF UNREGISTERED SECURITIES.
                  ---------------------------------------

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

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

         In August, 2001, The Company committed to issue 45,739 common shares in
satisfaction of $4574 of interest charges.

         In November, 2001, the Company committed to issue 68,309 common shares
in satisfaction of $6832 of interest charges.

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

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

         In May, 2002, the Company committed to issue 7590 common shares in
satisfaction of $759 of interest charges.

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

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (b) REPORTS ON FORM 8-K - The Company did not file any Reports on Form
         8-K during the quarter ended May 31, 2002.



                                      -7-


<PAGE>

                                   SIGNATURES

         In accordance with the requirements of Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          MULTI-MEDIA TUTORIAL SERVICES, INC.

Date:    July 22, 2002                    By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer



                                      -8-