<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 November 30, 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 31,
2003 was 18,395,667 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.



<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                        NOVEMBER 30, 2003 (UNAUDITED) AND FEB 28, 2003 (AUDITED)
================================================================================

                                     ASSETS

                                                    NOVEMBER 30,   FEBRUARY 28,
                                                        2003           2003
                                                     (UNAUDITED)     (AUDITED)
                                                    -------------  -------------
CURRENT ASSETS
Cash and cash equivalents                           $         --   $      8,346
Accounts receivable                                        7,947         16,228
Inventories                                               59,150         61,675
Prepaid expenses                                           8,675         73,171
                                                    -------------  -------------

         Total current assets                             75,772        159,420

FURNITURE AND EQUIPMENT, net                              38,241         54,285
INTANGIBLE ASSETS, net                                    57,799         73,525
RESTRICTED CASH                                            2,500          2,500
OTHER ASSETS                                              23,820         20,820
                                                    -------------  -------------

                  TOTAL ASSETS                      $    198,132   $    310,550
                                                    =============  =============


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Book overdraft                                 $     27,689   $         --
     Short-term notes payable                          1,512,176      1,502,176
     Convertible promissory notes                        748,890        738,890
     Capital lease obligations                           148,369        156,369
     Due to related party                                     --          1,665
     Accounts payable                                  1,611,820      1,620,010
     Accrued payroll and other expenses                  966,963        902,222
     Accrued interest                                  1,224,446      1,063,519
                                                    -------------  -------------

         Total  liabilities                            6,240,353      5,984,851

    LONG TERM LIABILITIES
         Convertible Promissory Notes                     50,000         50,000

    Total Liabilities                                  6,290,353      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        183,958        176,508
     Common stock committed, $0.01 par value              30,425         45,550
         Additional paid-in capital                   12,351,895     12,341,720
     Accumulated deficit                             (18,658,499)   (18,288,079)
                                                    -------------  -------------

              Total stockholders' deficit             (6,092,221)    (5,724,301)
                                                    -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $    198,132   $    310,550
                                                    =============  =============



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


                                        2
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                 FOR THE THREE MONTHS ENDED NOVEMBER 30,2003 AND
                        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (UNAUDITED)
================================================================================


                                                 THREE MONTHS ENDED NOVEMBER 30,
                                                     2003               2002
                                                 -------------     -------------
                                                  (UNAUDITED)       (UNAUDITED)

NET SALES                                        $    186,306      $    227,431

COST OF SALES                                           9,739             9,812
                                                 -------------     -------------

GROSS PROFIT                                          176,567           217,619
                                                 -------------     -------------

OPERATING EXPENSES
     Selling and marketing                             20,858           129,823
     General and administrative                       131,276           133,822
     Depreciation and amortization                     10,590            15,557
                                                 -------------     -------------

     Total operating expenses                         162,724           279,202
                                                 -------------     -------------

INCOME (LOSS) FROM OPERATIONS                          13,843           (61,583)
                                                 -------------     -------------

OTHER EXPENSE
     Non-cash interest charges                             --             1,076
     Interest expense                                  70,739            55,027
                                                 -------------     -------------

         Total other expense                           70,739            56,103
                                                 -------------     -------------

NET INCOME (LOSS)                                $    (56,896)     $   (117,686)
                                                 =============     =============

BASIC LOSS PER SHARE                             $      (0.00)     $      (0.01)
                                                 =============     =============
DILUTED LOSS PER SHARE                           $      (0.00)     $      (0.01)
                                                 =============     =============

WEIGHTED AVERAGE SHARES OUTSTANDING                18,934,907        18,049,264
                                                 =============     =============



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

                                        3
<PAGE>


                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                  FOR THE NINE MONTHS ENDED NOVEMBER 30,2003 AND
                         FOR THE NINE MONTHS ENDED NOVEMBER 30, 2002 (UNAUDITED)
================================================================================

                                                  NINE MONTHS ENDED NOVEMBER 30,
                                                     2003               2002
                                                 -------------     -------------
                                                 (UNAUDITED)        (UNAUDITED)


NET SALES                                        $    611,935      $    992,528

COST OF SALES                                          48,909            25,117
                                                 -------------     -------------

GROSS PROFIT                                          563,026           967,411
                                                 -------------     -------------

OPERATING EXPENSES
     Selling and marketing                            306,512           558,539
     General and administrative                       377,137           553,450
     Depreciation and amortization                     31,770            46,668
     Stock-based compensation                           1,500                --
                                                 -------------     -------------

         Total operating expenses                     716,919         1,158,657
                                                 -------------     -------------

LOSS FROM OPERATIONS                                 (153,893)         (191,246)
                                                 -------------     -------------

OTHER EXPENSE
Non-cash interest charges                               2,000             3,892
Interest expense                                      214,527           197,225
                                                 -------------     -------------

         Total other expense                          216,527           201,117
                                                 -------------     -------------

NET LOSS                                         $   (370,420)     $   (392,363)
                                                 =============     =============

BASIC LOSS PER SHARE                             $      (0.02)     $      (0.02)
                                                 =============     =============

DILUTED LOSS PER SHARE                           $      (0.02)     $      (0.02)
                                                 =============     =============

WEIGHTED-AVERAGE SHARES OUTSTANDING                18,847,647        18,032,986
                                                 =============     =============




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


                                       4


<PAGE>
<TABLE>

                                                                                                  MULTIMEDIA TUTORIAL SERVICES,INC.
                                                                                                                     AND SUBSIDIARY
                                                                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                                            FOR THE NINE MONTHS ENDED NOVEMBER 30, 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, 2002                    17,650,667     $   176,508    $     45,550    $ 12,341,720    $(18,288,079)   $ (5,724,301)

Common stock committed for
      Service                                                                1,500                                           1,500

Common stock committed for:
      Interest                              100,000           1,000                                                          1,000
      Prior Years shares committed          645,000           6,450        (16,625)         10,175                              -

NET Loss                                                                                                   (370,420)       (370,420)
                                       -------------   -------------   -------------   -------------   -------------   -------------

    BALANCE, November 30, 2002
           (UNAUDITED)                   18,395,667    $    183,958    $     30,425    $ 12,351,895    $(18,658,499)   $ (6,092,221)
                                       =============   =============   =============   =============   =============   =============


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

                                                                 5
</TABLE>

<PAGE>
<TABLE>

                                                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                            AND SUBSIDIARY
                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           FOR THE NINE MONTHS ENDED NOVEMBER 30, 2003 AND
                                   FOR THE NINE MONTHS ENDED NOVEMBER 30, 2002 (UNAUDITED)
==========================================================================================
<CAPTION>
                                                               NINE MONTHS ENDED NOVEMBER 30,
                                                                      2003         2002
                                                                   ----------   ----------
                                                                   (UNAUDITED)  (UNAUDITED)
<S>                                                                  <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                      $(370,420)   $(392,363)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Depreciation and amortization                           31,770       46,668
              Common stock committed for interest                      1,000        3,892
              Common stock committed and issued for services           1,500           --
     (Increase) decrease in:
         Accounts receivable                                           8,281       44,528
         Inventories                                                   2,525        9,570
         Prepaid expenses and other assets                            64,496       (6,764)
     Increase (decrease) in:
         Other assets                                                  3,000           --
         Due to related party                                         (1,665)        (950)
         Accounts payable                                             (8,190)      51,853
         Accrued payroll and other expenses                           64,741      126,758
         Accrued interest                                            160,927      153,808
                                                                   ----------   ----------
Net cash provided from (used in) operating activities                (48,035)      37,000
                                                                   ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                                  --       (5,673)
     Increase in intangibles                                              --       (1,020)
                                                                   ----------   ----------
Net cash used in investing activities                                     --       (6,693)

 CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from issuance of convertible promissory notes           10,000
     Proceeds from issuance of notes payable                          10,000       23,000
     Repayment of notes payable                                           --      (12,000)
     Repayment of capital lease obligation                            (8,000)          --
                                                                   ----------   ----------
Net cash provided by financing activities                             12,000       11,000
                                                                   ---------    ---------
Net increase (decrease) in cash and cash equivalents               $ (36,035)   $  41,307

   CASH AND CASH EQUIVALENTS (BOOK OVERDRAFT), BEGINNING OF YEAR       8,346      (30,228)
                                                                   ----------   ----------
CASH AND CASH EQUIVALENT
(BOOK OVERDRAFT), END OF YEAR                                      $ (27,689)   $  11,079
                                                                   ==========   ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     INTEREST PAID                                                 $      --    $  43,417
                                                                   ==========   ==========
     INCOME TAXES PAID                                             $     910    $     310
                                                                   ==========   ==========

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

                                            6
</TABLE>
<PAGE>
                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THE NINE MONTHS ENDED NOVEMBER 30,2003 FOR THE
                                 NINE MONTHS ENDED NOVEMBER 30, 2002 (UNAUDITED)
--------------------------------------------------------------------------------



SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the nine months ended November 30, 2003 the Company committed to issue
150,000 shares of common stock for $1,500 of services rendered.

During the nine months ended November 30, 2003 the Company issued 100,000 shares
of common stock for $1,000 of interest expenses incurred.

During the nine months ended November 30, 2003 the Company issued 645,000 shares
of common stock for common stock previously committed.

During the nine months ended November 30, 2002, the Company committed to issue
38,920 shares of common stock for $3,892 of interest expense incurred.



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


                                       7


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 FOR THE NINE MONTHS ENDED NOVEMBER 30, 2003 AND
                         FOR THE NINE MONTHS ENDED NOVEMBER 30, 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 and six month period ended August 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.

GOING CONCERN ISSUES

The Company has received a report from its independent auditors that includes an
explanatory paragraph describing the Company's uncertainty to continue as a
going concern. These consolidated financial statements contemplate the ability
to continue as such and do not include any adjustments that might result from
this uncertainty.

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

COMPREHENSIVE INCOME

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



                                        8

<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 FOR THE NINE MONTHS ENDED NOVEMBER 30, 2003 AND
                         FOR THE NINE MONTHS ENDED NOVEMBER 30, 2002 (UNAUDITED)
--------------------------------------------------------------------------------

STOCKHOLDER'S EQUITY

During the first nine months ended November 30, 2003, the Company issued 100,000
common shares for $1,000 of interest expense incurred.

During the first nine months ended November 30, 2003, the Company committed to
issue 150,000 common shares for $1,500 of services rendered.

During the nine months ended November 30, 2003 the Company issued 645,000 shares
of common stock for common stock previously committed.

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.


                                        9
<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 THREE (3) MONTHS ENDED NOVEMBER 30, 2003 AND 2002.

         Net sales for the three (3) months ended November 30, 2003 (the "2003
Period") were $186,306 compared to $227,431 in the three (3) months ended
November 30, 2002 (the "2002 Period").

         Gross profit was $176,567 in the 2003 Period compared to $217,619 in
the 2002 Period.

         Selling and marketing expenses decreased to $20,858 in the 2003 Period
compared to $129,823 for the 2002 Period. The 2003 figures include a write down
of the payable to AT&T in the amount of $58,468 as a result of the settlement of
the Company's litigation with AT&T. Furthermore, the Company continued to refine
its advertising strategies with more cost effective advertising.

         General and administrative expenses was $131,276 in the 2003 Period
compared to $133,822 in the 2002 Period.

         Depreciation and amortization was $10,590 in the 2003 Period compared
to $15,557 in the 2002 Period. This decrease was due to certain assets being
fully depreciated in the prior year.

         Interest expense was $70,739 in the 2003 Period compared to $55,027 in
the 2002 Period. The Company also had non-cash interest charges of $1,076 in the
2002 Period relating to stock issued for interest expense.

         Income from operations before depreciation and amortization was $24,443
in the 2003 Period compared to a loss of $46,026 in the 2002 Period.

         Net loss decreased to $56,896 in the 2003 Period compared to $117,686
in the 2002 Period.

         The Company has converted most of its product into CD Rom format, so
that its customers may choose between video and CD Rom. The Company is in
discussion with another software developer to upgrade the Company's programs
into interactive CD Rom tutorial format that would offer students diagnostic
assessment before and after completing the tutorial lesson. The Company believes
that with such an option these tutorials would offer new significant learning
benefits that would make it particularly attractive for schools and colleges.

         The Company continues to advertise its programs in a direct marketing
campaign with favorable results. The Company plans to expand its procurement of
qualified leads and to expand its telesales staff,


                                       10
<PAGE>


RESULTS OF OPERATIONS FOR THE NINE (9) MONTHS ENDED NOVEMBER 30, 2003 AND 2002.

         Net sales for the nine (9) months ended November 30, 2003 (the "2003
Period") were $611,935 compared to $992,528 in the nine (9) months ended
November 30, 2002 (the "2002 Period"). These results reflect the Company's shift
from its telesales outsourcing work on behalf of other companies which are
associated with high personnel costs to a return to the marketing and selling of
its proprietary educational products from which it enjoys a gross profit margin
in the area of 90%.

         Gross profit was $563,026 in the 2003 Period compared to $987,411 in
the 2002 Period. The decrease in gross profit was a consequence of a drop in net
sales.

         Selling and marketing expenses decreased to $306,512 in the 2003 Period
compared to $558,539 in the 2002 Period. The 2003 figures include a write down
of the payable to AT&T in the amount of $58,468 as a result of the settlement of
the Company's litigation with AT&T. Furthermore, the Company continued to refine
its advertising strategies with more cost effective advertising.

         General and administrative expenses decreased to $377,137 in the 2003
Period compared to $553,450 in the 2002 Period.

         Depreciation and amortization decreased to $31,770 in the 2003 Period
compared to $46,668 in the 2002 Period. This decrease was due to certain assets
being fully depreciated in the prior year.

         Stock based compensation was $1,500 in the 2003 Period compared to zero
in the 2002 Period.

         Interest expense was $214,527 in the 2003 Period compared to $197,225
in the 2002 Period. The Company also had non-cash interest charges of $2,000 in
the 2003 Period compared to $3,892 in the 2002 Period relating to stock issued
for interest expense.

         Net loss from operations before depreciation and amortization decreased
to $122,123 in the 2003 Period compared to a loss of $144,578 in the 2002
Period.

         Net loss decreased to $370,420 in the 2003 Period compared to $392,363
in the 2002 Period. Loss from operations decreased to $153,893 in the 2003
Period compared to a loss of $191,246 in the 2002 Period.




                                       11
<PAGE>

                        LIQUIDITY AND CAPITAL RESOURCES.

         The Company's book overdraft was $8,346 at November 30, 2003 compared
to cash and cash equivalents of $11,079 at February 28, 2003.

         Net cash used in operations in the nine (9) months ended November 30,
2003 was $48,035 compared to cash provided from operations of $37,000 in the
nine (9) months ended November 30, 2002.

         Net cash used in investing activities in the nine (9) months ended
November 30, 2003 was -0- compared to $6,693 in the nine (9) months ended
November 30, 2002.

         Net cash provided from financing activities in the nine (9) months
ended November 30, 2003 was $12,000 compared to $11,000 in the nine(9) months
ended November 30, 2002.

         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 note holders
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 note holders. 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 note holders had converted all of the loans
into 5,200,000 shares of common stock, including 1,600,000 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 of these notes we converted into 5,733,611 shares of common
stock.


                                       12
<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 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, the Company issued 110,000 shares of common stock for
$3,300 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 $4,574 of interest charges.

         In November, 2001, the Company committed to issue 68,309 common shares
in satisfaction of $6,832 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.

         During May, 2002 through November, 2002, the Company committed to issue
38,920 common shares in satisfaction of $3,892 of interest charges.

         In December, 2002 and February, 2003, the Company committed to issue
625,000 common shares in connection with the issuance of a $50,000 unsecured
convertible promissory note and in connection with the extension of an unsecured
promissory note.

         In August, 2003, the Company committed to issue 150,000 common shares
for services rendered.

         In August, 2003, the Company issued 645,000 common shares for common
shares previously committed.

         In August, 2003 the Company issued 100,000 common shares in
satisfaction of $1,000 of interest charges.



                                       13
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.    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. The Company has retained counsel to settle the federal tax issue.

         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 February, 2004.

         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.

         Video Tutorial Service, which is a wholly owned subsidiary of
Multimedia Tutorial Service, was involved in a lawsuit with AT&T in which AT&T
was seeking approximately $500,000 for outstanding charges for telephone
services. The case was recently settled for $15,000 payable over 27 months.

         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 to
increase 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.

                                       14

<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.

                                       15


<PAGE>

ITEM 2.  CHANGES IN SECURITIES

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

         During May, 2002 through November, 2002, the Company committed to issue
38,920 common shares in satisfaction of $3,892 of interest charges.

         In December, 2002 and February, 2003 the Company committed to issue
625,000 common shares in connection with the issuance of a $50,000 unsecured
convertible promissory note and in connection with the extension of an unsecured
convertible promissory note.

         In August, 2003, the Company committed to issue 150,000 common shares
for services rendered.

         In August, 2003, the Company issued 645,000 common shares for common
shares previously committed.

         In August, 2003, the Company issued 100,000 common shares in
satisfaction of $1,000 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 August 31, 2003.



                                       16


<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: February 13, 2004                   By: /S/ Barry Reichman
                                              -----------------------------
                                                Barry Reichman
                                                Chief Executive Officer and
                                                Chief Financial Officer






                                       17