<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, 2005

                                       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.)

                   1214 EAST 15TH STREET BROOKLYN, NEW YORK 11230
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-951-1383
                                  ------------
                (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, $0.0001 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 January 15,
2006 WAS 36,645,667 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 AND NINE MONTHS ENDED
                     NOVEMBER 30, 2005 AND NOVEMBER 30, 2004

       Consolidated Balance Sheet                                 F-1

       Consolidated Statement of Operations                       F-2

       Consolidated Statement of Cash Flows                       F-3

       Notes to Consolidated Financial Statements                 F-4


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                               November 30, 2005
--------------------------------------------------------------------------------
                                                                     (Unaudited)

                                     ASSETS

CURRENT ASSETS
      Cash                                                         $      1,907
      Accounts receivable, less allowance for
         doubtful accounts of $15,317                                   100,447
      Inventories                                                         6,496
      Prepaid expenses                                                    9,798
                                                                   ------------
         Total current assets                                           118,648
                                                                   ------------

FURNITURE AND EQUIPMENT, net                                             19,682
INTANGIBLE ASSETS, net                                                   61,097
OTHER ASSETS                                                              3,000
                                                                   ------------

                                                                   $    202,427
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Notes payable                                                $  2,239,879
      Accounts payable and accrued expenses                           3,716,901
                                                                   ------------
         Total Current Liabilities                                    5,956,780
                                                                   ------------

STOCKHOLDERS' DEFICIT
      Preferred stock, Series A, $0.01 par value
         1,000,000 shares authorized
         no shares issued and outstanding                                     -
      Preferred stock, Series B, $0.01 par value
         50 shares authorized
         no shares issued and outstanding                                     -
      Common stock, $0.0001 par value
         100,000,000 shares authorized
         36,645,667 shares issued and outstanding                         3,664
      Additional paid-in capital                                     13,737,238
      Accumulated deficit                                           (19,495,255)
                                                                   ------------
         Total Stockholders' Deficit                                 (5,754,353)
                                                                   ------------

                                                                   $    202,427
                                                                   ============


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


                                       F-1
<PAGE>

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

                                           For the Three Months Ended      For the Nine Months Ended
                                                  November 30,                   November 30,
                                              2005            2004            2005            2004
                                          ------------    ------------    ------------    ------------
                                           (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
<S>                                       <C>             <C>             <C>             <C>
NET SALES                                 $    275,369    $    231,539    $    800,498    $    607,415
COST OF SALES                                   21,714          26,830          91,503         104,524
                                          ------------    ------------    ------------    ------------
GROSS PROFIT                                   253,655         204,709         708,995         502,891

SELLING, GENERAL AND ADMINISTRATIVE            251,531         205,454         827,099         668,389
                                          ------------    ------------    ------------    ------------

INCOME (LOSS) FROM OPERATIONS                    2,124            (745)       (118,104)       (165,498)
                                          ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
    Cancellation of Debt                                             -                         485,305
    Interest Expense                           (51,917)        (50,766)       (155,371)       (736,559)
                                          ------------    ------------    ------------    ------------
       Total other income (expense)            (51,917)        (50,766)       (155,371)       (251,254)
                                          ------------    ------------    ------------    ------------

NET LOSS                                  $    (49,793)   $    (51,511)   $   (273,475)   $   (416,752)
                                          ============    ============    ============    ============

BASIC AND DILUTED LOSS PER SHARE          $      (0.00)   $      (0.00)   $      (0.01)   $      (0.02)
                                          ============    ============    ============    ============

WEIGHTED-AVERAGE SHARES OUTSTANDING         36,645,667      34,309,403      35,388,576      25,067,413
                                          ============    ============    ============    ============


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


                                                  F-2
</TABLE>
<PAGE>

<TABLE>
                                                              MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                   AND SUBSIDIARY
                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                        FOR THE NINE MONTHS ENDED
-------------------------------------------------------------------------------------------------

                                                                   November 30,     November 30,
                                                                       2005             2004
                                                                  -------------    -------------
                                                                   (Unaudited)      (Unaudited)
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                    $    (273,475)   $    (416,752)
Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities
          Depreciation and amortization                                  23,478           20,999
          Loss on abandonment of fixed assets                                 -            7,591
          Amortization of discount on debt                               18,959
          Common stock payment of:
              Interest                                                        -          432,100
              Services                                                   64,500          190,800
Changes in Operating assets and Liabilities:
      Accounts receivable                                               (23,897)           2,922
      Inventories                                                         9,205           (2,600)
      Prepaid expenses and other assets                                  (8,085)           5,788
      Accounts Payable and accrued expenses                             196,481         (519,648)
                                                                  -------------    -------------
Net cash provided by (used in) operating activities                       7,166         (278,800)
                                                                  -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of furniture and equipment                                (8,524)          (7,540)
      Increase in intangibles                                           (19,578)         (11,812)
                                                                  -------------    -------------
Net cash used in investing activities                                   (28,102)         (19,352)
                                                                  -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issuance of notes payable                            21,000          313,000
                                                                  -------------    -------------
Net cash provided by financing activities                                21,000          313,000
                                                                  -------------    -------------

Net increase in cash                                                         64           14,848

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

CASH, END OF PERIOD                                               $       1,907    $      16,420
                                                                  =============    =============

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

NON-CASH INVESTING AND FINANCING ACTIVITIES
      Common stock issued in settlement of accounts payable
          and accrued expenses                                    $           -    $      75,000
                                                                  =============    =============
      Common stock issued to settle debt                          $           -    $     108,500
                                                                  =============    =============
      Common stock issued on conversion of convertible debt       $           -    $     388,000
                                                                  =============    =============


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


                                               F-3
</TABLE>
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   NOVEMEBR 30, 2005 (UNAUDITED)
--------------------------------------------------------------------------------

Note 1 - BASIS OF PRESENTATION

The accompanying unaudited 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 nine months period ended November 30, 2005 are not
necessarily indicative of the results that may be expected for the year ended
February 28, 2006. 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, 2005.


NOTE 2 - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has suffered
recurring losses and has a working capital deficiency of approximately
$5,838,000 at November 30, 2005. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans with
respect to these matters include restructuring its existing debt, settling its
existing debt by issuing shares of its common stock and raising additional
capital through future issuance of stock and or debentures. The accompanying
consolidated financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.


NOTE 3 - STOCKHOLDER'S DEFICIT

During the nine months ended November 30, 2005, the Company issued 2,100,000
shares of common stock for services valued at $64,500.


                                       F-4
<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, 2005 AND 2004, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

RESULTS OF OPERATIONS FOR THE FISCAL QUARTERS ENDED NOVEMBER 30, 2005 AND 2004.

     Net sales for the fiscal quarter ended November 30, 2005 (the "2005
Period") were $275,369 compared to $231,539 in the fiscal quarter ended November
30, 2004 (the "2004 Period"). The management of the Company continued to
increase its advertising for its core products on cost effective media and also
increased its sales staff to handle the increased volume of sales.

     Gross profit was $253,655 in the 2005 Period compared to $204,709 in the
2004 Period. This represents 92% of sales for the 2005 period compared to 88% of
sales for the 2004 period. Gross profit as a percent of sales increased due to
the Company's success in lowering its cost of goods. In particular, the Company
has made some of its print materials available on line which has resulted in
reduced costs.

     Selling, general and administrative expenses were $251,531 in the 2005
Period compared to $205,454 for the 2004 Period. Included in selling, general
and administrative expenses is depreciation and amortization expense of $8,744
and $11,540 for the quarter ended November 30, 2005 and 2004, respectively.

     During the quarter ended November 30, 2005 the Company achieved income
from operations of $2,124.

     Interest expense was $51,917 in the 2005 Period compared to $50,766 in the
2004 period.

     Net Loss from operations was $49,793 in the 2005 Period compared to $51,511
in the 2004 Period.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED NOVEMEBER 30, 2005 AND 2004.

     Net sales for the nine months ended November 30, 2005 (the "2005 Period")
were $800,498, compared to $607,415 in the nine months ended November 30, 2004
(the "2004 Period"). The management of the Company continued to increase its
advertising for its core products on cost effective media and also increased its
sales staff to handle the increased volume of sales.

     Gross profit was $708,995 in the 2005 Period compared to $502,891 in the
2004 Period. This represents 89% of sales for the 2005 period compared to 83% of
sales for the 2004 period. Gross profit as a percent of sales increased due to
the Company's success in lowering its cost of goods. In particular, the Company
has made some of its print materials available on line which has resulted in
reduced costs.

     Selling, general and administrative expenses were $827,099 in the 2005
Period compared to $668,389 for the 2004 Period. This represents a smaller
percentage of total sales in the 2005 period resulting from the increase in
sales volume compared to the 2004 period. Included in selling, general and
administrative expenses are depreciation and amortization expense of $23,478 and
$20,999 for the nine months ended November 30, 2005 and 2004, respectively.

<PAGE>

     Cancellation of debt due to service providers in the amount of $485,305 was
included in income in 2004 period. There was no cancellation of debt income in
the 2005 period.

     Interest expense was $155,371 in the 2005 Period compared to $736,559 in
the 2004 period. In the 2004 period the Company recorded a $303,000 discount on
debt for the value of 3,880,000 shares issued with convertible notes payable.
This discount was all amortized in the quarter ended August 31, 2004 and charged
as interest expense.

     Net Loss from operations was $273,475 in the 2005 Period compared to
$416,752 in the 2004 Period.


LIQUIDITY AND CAPITAL RESOURCES.

     At November 30, 2005, the Company had a working capital deficiency of
approximately $5,838,000. In addition, the Company continues to suffer recurring
losses. The consolidated accompanying financial statements have been prepared
assuming that that the Company will continue as a going concern. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans with respect to these matters include
restructuring its existing debt, raising additional capital through future
issuances of stock and/or equity, and finding sufficient profitable markets for
its products to generate sufficient cash to meet its business obligations. The
accompanying consolidated financial statements do not include any adjustments
that might be necessary should the Company be unable to continue as a going
concern.

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

     The report of our independent registered auditors on our consolidated
financial statements for the years ended February 28, 2005 and February 29, 2004
contains an explanatory paragraph, which indicates that we have incurred losses
and have a working capital deficiency. This report raises substantial doubt
about our ability to continue as a going concern. This report is not viewed
favorably by analysts or investors and may make it more difficult for us to
raise additional debt or equity financing needed to run our business.

     The Company's cash was $1,907 at November 30, 2005 and $16,420 at November
30, 2004.

     Net cash provided by operating activities in 2005 was $7,166 compared to
net cash used in operating activities of $278,800 in 2004.

     Net cash used in investing activities in 2005 was $28,102 compared to net
cash used of $19,352 in 2004.

<PAGE>

     Net cash provided by financing activities in 2005 was $21,000, compared to
$313,000 in 2004.

     During the nine months ended November 30, 2005 the Company issued 2,100,000
shares of common stock for services valued at $64,500.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of significant accounting policies is included in Note 2 to the
audited consolidated financial statements for the year ended February 28, 2005
in the Form 10-KSB. Management believes that the application of these policies
on a consistent basis enables us to provide useful and reliable financial
information about our operating results and financial condition. Our financial
statements and accompanying notes are prepared in accordance with U.S. Generally
Accepted Accounting Principals. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. These estimates and assumptions are
affected by management's application of accounting policies. Critical accounting
policies for us include revenue recognition.


ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures - As of November 30, 2005, the
Company carried out an evaluation, under the supervision and with the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934). Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded, except as
noted below, that the Company's disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company
(including its consolidated subsidiaries) required to be included in the
Company's periodic filings with the Securities and Exchange Commission. We
believe that the deficiencies set forth below did not affect the accuracy of our
financial statements in this report.

The Company's independent registered accounting firm has advised management that
the following identified internal control deficiencies constitute a significant
deficiency in the Company's internal control.

A lack of persuasive evidence of management oversight and review as compensatory
control to address inadequate segregation of incompatible duties in certain
areas of revenue and expenditure transaction cycles.

Management is aware that there is a perceived lack of persuasive evidence of
management oversight and review in some areas. Measures are being taken to
include documentation of management oversight and review as part of the
appropriate functional procedures.

Other than as discussed above, such evaluation did not identify any change in
the Company's internal controls over financial reporting that occurred during
the quarter and nine months ended November 30, 2005 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

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

     The Company is subject to a claim for Federal and Unemployment Taxes for
approximately, $500,000 which the Company is disputing. With regard to the
Federal payroll tax the Company has received notice of a levy in the amount of
$83,448.33 against certain of the Company's assets. It has also received notice
from the Federal Government and the Department of Labor of various liens with
regard to the above arrears. The Company is in the process of filing a 941c
adjustment which should eliminate all or at least a substantial portion of these
taxes in arrears. It is doing so under advice of legal counsel who specializes
in payroll tax issues. There is no assurance that the Company will be successful
in resolving this dispute and having these liens removed

ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the nine months ended November 30, 2005 the Company issued 2,100,000
shares of common stock for services valued at $64,500.

Our shares were issued in reliance upon Section 4(2) of the Securities Act of
1933, as amended (the "1933 Act") in view of the following:

     o    None of these issuances involved underwriters, underwriting discounts
          or commissions.

     o    Restrictive legends were and will be placed on all certificates issued
          as described above.

     o    The distribution did not involve general solicitation or advertising.

     o    The distributions were made only to investors who were sophisticated
          enough to evaluate the risks of the investment.

In addition to representations given to us by the above-referenced investors, we
have made independent determinations that all of the above-referenced persons
were accredited or sophisticated investors, and that they were capable of
analyzing the merits and risks of their investment, and that they understood the
speculative nature of their investment.

Furthermore, all of the above-referenced persons were provided the opportunity
to obtain any additional information, to the extent we possessed such
information, necessary to verify the accuracy of the information to which the
investors were given access.


ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

       31    Rule 13a - 14(a)/15d - 14(a) Certification, as adopted pursuant
             to Section 302 of the Sarbanes Oxley Act of 2002

       32    Certification of the Chief Executive Officer and Chief Financial
             Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
             to Section 906 of the Sarbanes Oxley Act of 2002

(b) Reports on Form 8-K: None

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