<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, 2003

                                       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 August 18,
2003 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

                      MULTI-MEDIA TUTORIAL SERVICES, INC.
                                 AND SUBSIDIARY

                       CONSOLIDATED FINANCIAL STATEMENTS
                             FOR THE QUARTERS ENDED
                         MAY 31, 2003 AND MAY 31, 2002

       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, 2003 (UNAUDITED) AND FEB 28, 2003 (AUDITED)
--------------------------------------------------------------------------------

                                     ASSETS
                                                        MAY 31,     FEBRUARY 28,
                                                         2003           2003
                                                     ------------   ------------
                                                     (UNAUDITED)      (AUDITED)
CURRENT ASSETS
Cash and cash equivalents                            $     1,872    $     8,346
Accounts receivables                                      26,318         16,228
Inventories                                               57,463         61,675
Prepaid expenses                                           6,897         73,171
                                                     ------------   ------------

         Total current assets                             92,550        159,420

FURNITURE AND EQUIPMENT, net                              48,938         54,285
INTANGIBLE ASSETS, net                                    68,283         73,525
RESTRICTED CASH                                            2,500          2,500
OTHER ASSETS                                              23,820         20,820
                                                     ------------   ------------

                  TOTAL ASSETS                       $   236,091    $   310,550
                                                     ============   ============

   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, 2003 (UNAUDITED) AND FEBRUARY 28, 2003 (AUDITED)
--------------------------------------------------------------------------------

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                        MAY 31,     FEBRUARY 28,
                                                         2003           2003
                                                     ------------   ------------
                                                     (UNAUDITED)      (AUDITED)

CURRENT LIABILITIES
     Short-term notes payable                          1,502,176      1,502,176
     Convertible promissory notes                        738,890        738,890
     Capital lease obligations                           153,369        156,369
     Due to related party                                  -              1,665
     Accounts payable                                  1,641,556      1,620,010
     Accrued payroll and other expenses                  927,323        902,222
     Accrued interest                                  1,117,482      1,063,519
                                                     ------------   ------------

              Total current liabilities              $ 6,080,796    $ 5,984,851
                                                     ------------   ------------
LONG TERM LIABILITIES

     Convertible promissory notes                         50,000         50,000
                                                     ------------   ------------

Total Liabilities                                    $ 6,130,796    $ 6,034,851
                                                     ------------   ------------

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 1,304,240 shares,
      $0.01 par value                                     45,550         45,550
     Additional paid-in capital                       12,341,720     12,341,720
     Accumulated deficit                             (18,458,483)   (18,288,079)
                                                     ------------   ------------

              Total stockholders' deficit             (5,894,705)    (5,724,301)
                                                     ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT          $   236,091    $   310,550
                                                     ============   ============

   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 31,2003 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------

                                              FOR THE THREE MONTHS ENDED MAY 31,

                                                         2003           2002
                                                     ------------   ------------
                                                     (UNAUDITED)    (UNAUDITED)

NET SALES                                            $ 270,719      $   490,762

COST OF SALES                                           26,086            5,364
                                                     ------------   ------------

GROSS PROFIT                                             244,633        485,398
                                                     ------------   ------------
OPERATING EXPENSES
     Selling and marketing                               181,209        289,950
     General and administrative                          151,375        237,559
     Depreciation and amortization                        10,590         15,533
                                                     ------------   ------------

         Total operating expenses                        343,174        543,042
                                                     ------------   ------------

LOSS FROM OPERATIONS                                     (98,541)       (57,644)
                                                     ------------   ------------

OTHER EXPENSE
     Non-cash interest charges                                --           (759)
     Interest expense                                    (71,863)       (78,941)
                                                     ------------   ------------

         Total other expense                            (71.863)        (79,700)
                                                     ------------   ------------

NET LOSS                                             $  (170,404)   $  (137,344)
                                                     ============   ============

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

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

WEIGHTED-AVERAGE SHARES OUTSTANDING                   18,684,907     18,021,070
                                                     ============   ============

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

NET Loss                                                                                                   (170,404)       (170,404)
                                       -------------   -------------   -------------   -------------   -------------   -------------

    BALANCE, MAY 31, 2003 (UNAUDITED)    17,650,667    $    176,508    $     45,550    $ 12,341,720    $(18,458,483)   $ (5,894,705)
                                       =============   =============   =============   =============   =============   =============
</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, 2003 AND
                                          FOR THE THREE MONTHS ENDED MAY 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------------------

<CAPTION>
                                                          FOR THE THREE MONTHS ENDED MAY 31,

                                                                    2003            2002
                                                               -------------   -------------
                                                                (UNAUDITED)     (UNAUDITED)
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                      (170,404)       (137,344)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Depreciation and amortization                          10,590          15,533

      Common stock committed and issued for interest                     --             759
     (Increase) decrease in
         Accounts receivable                                        (10,091)         33,283
         Inventories                                                  4,212           3,487
         Prepaid expenses                                            66,274          (3,216)
         Other assets                                                 (3000)             --
         Increase (decrease) in
         Due to related party                                        (1,665)           (900)
         Accounts payable                                            21,546          17,112
         Accrued payroll and other expenses                          25,101          33,081
         Accrued interest                                            53,963          52,073
                                                               -------------   -------------

Net cash provided by (used in) operating activities                  (3,474)         13,868
                                                               -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                                 --          (4,758)
                                                               -------------   -------------

Net cash provided by investing activities                                --          (4,758)
                                                               -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayment of capital lease obligations                          (3,000)             --

     Proceeds from issuance of notes payable                             --           9,000
     Repayment of notes payable                                          --          (9,000)
                                                               -------------   -------------

Net cash provided (used in) by financing activities                  (3,000)             --
                                                               -------------   -------------
</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 31,2003 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2002 (UNAUDITED)

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

                                                    FOR THE MONTHS ENDED MAY 31,

                                                         2003           2002
                                                     ------------   ------------
                                                     (UNAUDITED)    (UNAUDITED)

Net increase (decrease) in cash and cash
  equivalents                                        $    (6,474)   $      9110

CASH AND CASH EQUIVALENTS (BOOK OVERDRAFT),
  BEGINNING OF YEAR                                        8,346        (30,228)
                                                     ------------   ------------
Cash and Cash Equivalent
(BOOK OVERDRAFT), END OF YEAR                        $     1,872    $   (21,118)
                                                     ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION

     INTEREST PAID                                            --    $    26,868
                                                     ============   ============

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

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.

   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, 2003 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2002 (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, 2003 are not
necessarily indicative of the results that may be expected for the year ended
February 28, 2004. 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, 2003.

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, 2003 and February
28, 2002, the Company incurred net losses; therefore, basic and diluted loss per
share are the same.

COMPREHENSIVE INCOME

The Company utilizes SFAS No. 130 "Reporting Comprehensive Income." This
statement establishes standards for reporting comprehensive income and its
components in a financial statement. Comprehensive income as defined includes
all changes in equity (net assets) during a period from non-owner sources.
Examples of items to be included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustments and unrealized
gains and losses on available-for-sale securities. Comprehensive income is not
presented in the Company's financials statements since the Company did not have
any of the items of comprehensive income in 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, 2003 AND
                             FOR THE THREE MONTHS ENDED MAY 31, 2002 (UNAUDITED)

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

STOCKHOLDER'S EQUITY

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, 2003 AND 2002, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

RESULTS OF OPERATIONS FOR THE FISCAL QUARTERS ENDED MAY 31, 2003 AND 2002.

         Net sales for the fiscal quarter ended May 31, 2003 (the "2003 Period")
were $290,719 compared to $490,762 in the fiscal quarter ended May 31, 2002 (the
"2002 Period"). This reflects a shift in the Company's revenue from third party
outsourcing of teleservicing back to the Company's sales or its core educational
products.

         Gross profit was $244,633 in the 2003 Period compared to $485,398 in
the 2002 Period.

         Selling and marketing expenses were $181,209 in the 2003 Period
compared to $289,950 for the 2002 Period.

         General and administrative expenses were $151,375 in the 2003 Period
compared to $237,559 in the 2002 Period. The 2003 general and administrative
expenses include $65,450 write-off of prepaid expenses as a result of an
agreement with one of the Company's vendor to settle a claim against the Company
on a contract for minimum volume of reading programs which the Company
distributes. The lower G&A expense was a result of a reduction in management and
other overhead costs.

         Interest expense was $71,863 in the 2003 Period compared to $78,941 in
the 2002 Period. The Company also had non-cash interest charges of $759 in
the 2002 Period.

         Net loss from operations before depreciation, amortization, interest
expense and non-cash interest charges was $87,951 for the 2003 Period as
compared to $42,111 for the 2002 Period. The net loss reflects a $65,450
write-off of prepaid expenses as a result of an agreement with one of the
Company's vendor to settle a claim against the Company on a contract for minimum
volume of reading programs which the Company distributes.

         Net Loss from operations was $170,404 in the 2003 Period compared to
$137,344 in the 2002 Period.

         In October, 2002, the Company relaunched a national advertising
campaign in a joint marketing venture. The joint venture is structured to
provide funding for the campaign by the joint venture partner in return for a
percentage interest in the net revenues of the campaign. Advertising expenses
incurred by the joint venture partner and certain other monies advanced by the
joint venture partner which are not recovered from sales produced by the joint
venture or repaid by the Company are secured by the Company's intellectual
property relating to Math Made Easy. There is no assurance that the joint
venture partner will continue to fund the advertising campaign or that the
Company will be able to repay its obligations to the joint venture partner.

         For the current period, the Company continued to test different
advertising venues on national radio for its educational programs. The Company
has found several venues which have produced favorable results. The Company
plans on expanding its advertising campaign this coming fall to print and
television venues. At the same time the Company has plans to continue
advertising on radio and on the internet as well as to make improvements to its
website to attract more customers. These plans are subject to available funding.


                                       2

<PAGE>

         LIQUIDITY AND CAPITAL RESOURCES. The Company's cash and cash
equivalents was $1,872 at May 31, 2003.

         Net cash used in operating activity was $3,474 in the 2003 Period
compared to cash provided by operating activity of $13,868 in the 2002 Period.

         Net cash used in investing activities in the 2003 Period was -0-
compared to $4,758 in the 2002 Period.

         Net cash used by financing activities in the 2003 period was $3,000
compared to -0- in the 2002 period.

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

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

         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.

         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.

                                       3



<PAGE>

         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.

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

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

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

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

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

         The Company has reached payment agreements with certain of its vendors
relating to obligations in the aggregate amount of approximately $700,000. There
is no assurance that the Company's future revenues will be adequate to meet such
payment schedules. Moreover, the Company's revenues have not always been
sufficient to enable the Company to fully comply with these payment schedules.
However, The Company has been able to receive extensions of these schedules
where it has not been able to comply with the agreed schedules. In particular,
the Company came to a one-year agreement on February 3, 2003 with its largest
creditor who had received a judgment against the Company in November 2001.

                                       4



<PAGE>

Accordingly, the creditor has agreed to take no action against the Company with
respect to its judgment so long as the Company is in compliance with its
agreement with the creditor. The company is currently in compliance of its
agreement with this creditor. Other creditors have given extensions in the form
of agreements on a periodic basis. There is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. The company presently makes scheduled payments to creditors
from operating cash flow. In addition, the Company has, from time to time,
obtained additional funding from investors, which have enabled it to make up
some of the shortages in the scheduled payments. Failure to cure a default in
payment schedules could result in the entry of a judgment against the Company.
The Company is in arrears for Federal and State payroll tax and Unemployment for
approximately, $350,000, $20,000 and $100,000 respectively. With regard to the
Federal payroll tax the Company has received notice of a levy in the amount of
$83,448.33 against certain of the Company's assets. It has also received notice
from the Federal Government and the Department of Labor of various liens with
regard to the above arrears. The Company has worked out an installment payment
agreement with the New York State Department of Taxation and Finance to satisfy
its arrears and intends to make similar arrangements with the Federal government
and with regard to the NY State Dept of Labor. There is no assurance that the
Company will be successful in making such arrangements.

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

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

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

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

                                       5



<PAGE>

         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 February, 2003 the Company received
$50,000 in funding and committed to issue 500,000 shares and issued a debenture
in the amount of $50,000. 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, 2003, 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.

                                       6



<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.


                                       7



<PAGE>
                           PART II. OTHER INFORMATION

ITEM 3.  LEGAL PROCEEDINGS

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

       The Company has reached payment agreements with certain of its vendors
relating to obligations in the aggregate amount of approximately $700,000. There
is no assurance that the Company's future revenues will be adequate to meet such
payment schedules. Moreover, the Company's revenues have not always been
sufficient to enable the Company to fully comply with these payment schedules.
However, The Company has been able to receive extensions of these schedules
where it has not been able to comply with the agreed schedules. In particular,
the Company came to a one-year agreement on February 3, 2003 with its largest
creditor who had received a judgment against the Company in November 2001 .
Accordingly, the creditor has agreed to take no action against the Company with
respect to its judgment so long as the Company is in compliance with its
agreement with the creditor. The company is currently in compliance of its
agreement with this creditor. Other creditors have given extensions in the form
of agreements on a periodic basis. There is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. The company presently makes scheduled payments to creditors
from operating cash flow. In addition, the Company has, from time to time,
obtained additional funding from investors, which have enabled it to make up
some of the shortages in the scheduled payments. Failure to cure a default in
payment schedules could result in the entry of a judgment against the Company.
The Company is in arrears for Federal and State payroll tax and Unemployment for
approximately, $350,000, $20,000 and $100,000 respectively. With regard to the
Federal payroll tax the Company has received notice of a levy in the amount of
$83,448.33 against certain of the Company's assets. It has also received notice
from the Federal Government and the Department of Labor of various liens with
regard to the above arrears. The Company has worked out an installment payment
agreement with the New York State Department of Taxation and Finance to satisfy
its arrears and intends to make similar arrangements with the Federal government
and with regard to the NY State Dept of Labor. There is no assurance that the
Company will be successful in making such arrangements.

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

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

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

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


<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.

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

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

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

         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, 2003.


                                       9



<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: August 18, 2003                     By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer


                                       10


<PAGE>
                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                             a Delaware corporation

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

                            Section 302 Certification

         I, Barry Reichman, Chief Executive Officer and Chief Financial Officer
of Multi-Media Tutorial Services, Inc., a Delaware corporation (the "Company"),
do hereby certify, in accordance with Rules 13a-14 and 15d-14, as created
pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002, with respect to
the Quarterly Report on Form 10-QSB of the Company for the quarterly period
ended May 31, 2003 (the "Quarterly Report"), as filed with the Securities and
Exchange Commission herewith under Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that:

         (1) I have reviewed this Quarterly Report on Form 10-QSB of Multi-Media
         Tutorial Services, Inc., a Delaware corporation (the "Company") for the
         quarterly period ended May 31, 2003 (the "Quarterly Report");

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

         (3) Based on my knowledge, the financial statements, and other
         financial information included in this Quarterly Report, fairly present
         in all material respects the financial condition, results of operations
         and cash flows of the Company as of, and for, the periods presented in
         this Quarterly Report;

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

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

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

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

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

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

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

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



Dated: August 19, 2003                         By: /s/ Barry Reichman
                                                   -----------------------------
                                                   Barry Reichman
                                                   Chief Executive Officer and
                                                   Chief Financial Officer