<PAGE>

                U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington. D.C. 20549


                              Form 10-QSB


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


            For the quarterly period ended August 31, 1996

                    Commission File Number 0-25758


                  MULTI-MEDIA TUTORIAL SERVICES, INC.
                 (Exact name of small business issuer
                     as specified in its charter)


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



                               205 Kings Highway
                              Brooklyn, NY 11223
                   (Address of principal executive offices)


                                (718) 234-0404
                          (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [x]   No [ ]


State the number of shares outstanding of each of the issuer's common
equity, as of the latest practicable date: As of October 7, 1996 there
were 6,141,289 shares of common stock outstanding.


<PAGE>

                  Multi-Media Tutorial Services, Inc.


              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                       PAGE NO.
PART I.                                                     

ITEM 1.   Financial information

     Consolidated balance sheet as of August 31, 1996                       3

     Consolidated statements of operations for the
        three months ended August 31, 1996 and 1995, and                  4-5
        the six months ended August 31, 1996 and 1995

     Consolidated statements of cash flows for the
         six months ended August 31, 1996 and 1995                          6

     Notes to consolidated financial statements                           7-8


ITEM 2.   Management's discussion and analysis of the
          financial condition and results of operations                   8-11


PART II.

     Other information                                                      12

  Signature                                                                 13

                                       2


<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements


              MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEET - UNAUDITED
                                AUGUST 31, 1996


                                                  ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                                  $  135,606       
    Restricted short-term investments                             275,000       
    Accounts receivable, net of allowance of $1,305,000         1,402,735       
    Note receivable                                                26,250       
    Inventories                                                   163,257       
    Deferred advertising expense                                  150,138       
    Prepaid expenses and other current assets                     300,266       
                                                              -----------      
                                                                2,453,252       
                                                                                
PROPERTY AND EQUIPMENT, NET                                       681,259       
INTANGIBLE ASSETS, NET                                            463,617       
NOTE RECEIVABLE                                                   180,000       
OTHER ASSETS                                                       21,420       
                                                              -----------      
                                                               $3,799,548       
                                                              ===========      
                                                                                
LIABILITIES AND STOCKHOLDERS' EQUITY                                            
                                                                                
CURRENT LIABILITIES                                                             
    Accounts payable and accrued expenses                      $1,505,037       
    Current Portion capital lease obligations                     150,850       
    Current maturities of long-term debt (Note 2)                 322,917       
                                                              -----------      
                                                                1,978,804       
                                                              -----------      
                                                                                
Long-term portion of capital lease obligations                    108,436       
LONG-TERM DEBT (Note 3)                                           407,072       
                                                                                
STOCKHOLDERS' EQUITY (Notes 2 and 3)                                            
    Common stock $.01 par value, 20,000,000 shares                              
      authorized; 6,141,289 issued and outstanding                 61,414       
    Preferred stock, $.01 par value, 1,000,000 shares                           
      authorized; -0- issued and outstanding                           --       
    Additional paid-in capital                                  8,571,188       
    Deficit                                                    (7,327,366)      
                                                              -----------      
                                                                1,305,236       

                                                              -----------      
                                                              $ 3,799,548       
                                                              ===========      

           See notes to consolidated financial statements.

                                  3


<PAGE>

              MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED


                                                   THREE MONTHS ENDED AUGUST 31,
                                                           1996       1995
                                                           ----       ----

NET SALES                                               $1,633,231  $1,841,701

COST OF GOODS SOLD                                         206,716     256,612
                                                        ----------  ----------
                                                 
GROSS PROFIT                                             1,426,515   1,585,089
                                                        ----------  ----------
                                                 
COSTS AND EXPENSES                               
    Selling and marketing                                1,688,734   2,144,564
    General and administrative                             458,438     433,494
    Interest expense                                        30,863      12,987
    Other (income) expense, net                             (8,070)    (34,817)
                                                        ----------  ----------
                                                 
TOTAL COSTS AND EXPENSES                                 2,169,965   2,556,228
                                                        ----------  ----------
                                                 
(LOSS) FROM CONTINUING OPERATIONS                         (743,450)   (971,139)
                                                 
DISCONTINUED OPERATIONS                                                 (5,720)
                                                        ----------  ----------
                                                 
NET (LOSS)                                               $(743,450)  $(976,859)
                                                        ==========  ==========
                                                 
(LOSS) PER SHARE: (Note 4)                       
                                                 
    Continuing operations                                    $(.14)      $(.21)
    Discontinued operations                                     --        (.00)
                                                        ----------  ----------
    Net (loss)                                               $(.14)      $(.21)
                                                        ==========  ==========
    Weighted average number of common shares 
      outstanding                                        5,140,181   4,618,750
                                                        ==========  ==========
                                      

                See notes to consolidated financial statements.

                                       4


<PAGE>

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


                                               SIX MONTHS ENDED AUGUST 31,
                                                 1996              1995
                                                 ----              ----
NET SALES                                     $4,229,219       $3,686,002
COST OF GOODS SOLD                               447,749          521,600
                                              ----------       ----------
                                                           
GROSS PROFIT                                   3,781,470        3,164,402
                                              ----------       ----------
                                                           
COSTS AND EXPENSES                                         
    Selling and marketing                      3,732,822        4,202,780
    General and administrative                   739,525          770,071
    Interest expense                              49,354           52,515
    Other (income) expense, net                  (25,165)         (66,968)
                                              ----------       ----------
                                                           
TOTAL COSTS AND EXPENSES                       4,496,536        4,958,398
                                              ----------       ----------
                                                           
(LOSS) FROM CONTINUING OPERATIONS               (715,066)      (1,793,996)
                                                           
DISCONTINUED OPERATIONS                                          (106,719)
                                              ----------       ----------
                                                           
NET (LOSS)                                     $(715,066)     $(1,900,715)
                                              ==========       ==========
                                                           
(LOSS) PER SHARE: (Note 4)                                 
                                                           
    Continuing operations                          $(.13)           $(.42)
    Discontinued operations                           --             (.02)
                                              ----------       ----------
    Net (loss)                                     $(.13)           $(.44)
                                              ==========       ==========
    Weighted average number of common                      
      shares outstanding                       4,995,070        4,296,910
                                              ==========       ==========

                See notes to consolidated financial statements.

                                       5


<PAGE>

          MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                      SIX MONTHS ENDED AUGUST 31,

<TABLE>
<CAPTION>
                                                               1996                  1995
                                                               ----                  ----
<S>                                                            <C>                   <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net (loss)                                                   $(715,066)            $(1,900,715)
                                                               ---------             -----------
  Adjustment for discontinued operations                                                 106,719
  Adjustments to reconcile net (loss) from continuing  
    operations to cash used in operating activities:   
     Depreciation and amortization                               151,691                  93,715
     Non-cash compensation and services                            9,483
     Changes in operating assets and liabilities:      
        (Increase) decrease in assets:                 
           Accounts receivable                                  (308,483)               (415,044)
           Inventories                                            14,910                 (44,443)
           Deferred advertising                                  239,362
           Prepaid expenses and other current assets              31,973                (176,178)
           Other Assets                                           (7,115)                 (1,215)
         (Decrease) in liabilities:                    
           Accounts payable and accrued expenses                 204,993                (420,410)
                                                               ---------             -----------
     Total adjustments                                           336,814                (856,856)
                                                               ---------             -----------
     Net cash used in operating activities from                                                            
     continuing operations                                      (378,252)             (2,757,571)
                                                               ---------             -----------
     Net cash used in operating activities from        
     discontinued operations                                                            (292,511)
                                                               ---------             -----------
     Net cash used in operating activities                      (378,252)             (3,050,082)
                                                               ---------             -----------
                                                       
CASH FLOWS FROM INVESTING ACTIVITIES:                  
  Capital expenditures                                           (49,933)               (300,937)
  Increase in intangibles                                        (36,057)               (102,952)
                                                               ---------             -----------
     Net cash used in investing activities                       (85,990)               (403,889)
                                                               ---------             -----------
                                                       
CASH FLOW FROM FINANCING ACTIVITIES:                   
  Deferred offering costs                                                                341,502
  Net proceeds from debt                                         440,000
  Proceeds from collection of note receivable                      5,833
  Net proceeds of notes payable                                  101,704
  Repayment of capital lease obligations                         (14,485)
  Repayment of notes payable - bank                                                      (70,223)

  Repayment of notes payable and long-term debt                                       (1,381,061)
  Repayment of stockholder loans                                                        (155,819)
  Net proceeds from stock issuance                                 2,091               5,869,034
  Repayment of Notes Payable                                     (34,350)          
                                                               ---------             -----------
     Net cash provided by financing activities                   500,793               4,603,433
                                                               ---------             -----------
                                                       
Net (decrease) increase in cash and cash equivalents              36,551               1,149,462
Cash and cash equivalents at beginning of period                  99,055                 230,237
                                                               ---------             -----------
Cash and cash equivalents at end of period                     $ 135,606             $ 1,379,699
                                                               =========             ===========
                                                       
SUPPLEMENTAL DISCLOSURE FOR CASH FLOW INFORMATION:     
  Interest paid                                                $  16,073             $    93,231
                                                               =========             ===========
  Income taxes paid                                            $     -0-             $     9,825
                                                               =========             ===========

</TABLE>

In August 1996, the Company issued Common Stock valued at $82,000 as
compensation. In April 1996, the Company issued a note for a payable
of $45,000. During the six months ended August 31, 1996, the Company
converted $368,878 of accounts and notes payable and convertible debt
into common stock.


                See notes to consolidated financial statements.

                                       6


<PAGE>

                      MULTI-MEDIA TUTORIAL SERVICES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE SIX MONTHS ENDED AUGUST 31, 1996 AND 1995 (UNAUDITED)


1.   Summary of significant accounting policies:

     Basis of quarterly presentation: The accompanying quarterly
     financial statements of Multi-Media Tutorial Services, Inc. and
     subsidiary (the "Company") have been prepared in conformity with
     generally accepted accounting principles and pursuant to the
     rules and regulations of the Securities and Exchange Commission
     ("SEC") and, in the opinion of management, reflect all
     adjustments, which are necessary to present fairly the results of
     operations for the period ended August 31, 1996.

     Certain information and footnote disclosures normally included in
     financial statements prepared in accordance with generally
     accepted accounting principles have been condensed or omitted
     pursuant to such rules and regulations; however, management
     believes that the disclosures are adequate to make the
     information presented not misleading. This report should be read
     in conjunction with financial statements and footnotes therein
     included in the audited annual report on Form 10-KSB as of
     February 29, 1996.

     Principles of consolidation:  The Company's consolidated
     financial statements include the accounts of the Multi-Media
     Tutorial Services, Inc. ("MMTS) and its wholly-owned subsidiary,
     Video Tutorial Service, Inc. ("VTS").  All intercompany balances
     and transactions have been eliminated.

     Reclassifications:  Certain reclassifications have been made to
     the prior year financial statements to  conform with the
     classification used in 1996.

2.   Conversion of debt for equity:

     During May 1996, the Company negotiated agreements with certain
     of its noteholders to modify the terms of their notes. These
     agreements were concluded in June 1996. As a result of these
     agreements, $198,792 of principal and accrued interest was
     converted into 194,239 restricted shares of common stock and
     warrants to purchase an additional 210,516 restricted shares of
     common stock at $1.50 per share. This transaction resulted in a
     loss of approximately $6,400 based upon the then current market
     price of the Company's common stock. In addition, the maturity
     date of approximately $330,000 of principal and accrued interest
     was extended to November 30, 1996. In consideration for this
     extension, the debt holders were issued warrants to purchase
     492,700 restricted shares of common stock at $1.50 per share. The
     interest rate on the extended notes increased to 9% effective

     April 1, 1996. Interest was paid in July 1996 and a final
     interest payment will be made at maturity. In addition, the
     Company agreed to reduce the exercise price of the warrants
     issued in November 1995 from $2.50 to $1.50. These warrants
     expire November 6, 2005.

                                       7

<PAGE>

     In addition, certain of the Company's vendors converted $70,722
     of the Company's obligations into 80,000 shares of common stock.

3.   Convertible debt financing:

     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 are due on December 31, 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. If the
     noteholders have not converted at December 31, 1997, the Company
     has the right to compel conversion at $1.2656 per share. However,
     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 six months ended August 31, 1996, $88,428.20 were
     converted into 112,709 shares. As a result of the conversion,
     796,381 remained in escrow.

     In connection with this financing the Company paid to financial
     advisors fees consisting of $60,000 cash and warrants to purchase
     50,000 shares of common stock at an exercise price, as amended,
     of $1.50 per share, exercisable through April 17, 2000.

4.   Loss per share:

     Loss per share amounts for the 1996 and 1995 periods were
     computed by dividing net loss by the weighted average number of
     shares outstanding. Common stock equivalents have been excluded
     as their effect would be anti-dilutive.

     As noted in Note 3, the Company has placed 796,948 shares of its
     Common Stock into an escrow account for the benefit of the
     noteholders. Since the noteholders do not have any rights or
     benefits accorded to a shareholder, these shares are being
     considered as treasury stock, and are not included in the
     weighted average number of shares calculation for the current
     period.

Item 2. Management's Discussion and Analysis of the Financial Condition and 
        Results of Operations


     Results of Operations: Three months ended August 31, 1996 and 1995

     Net sales for the three months ended August 31, 1996 (the "1996
     Period") were $1,633,231 compared to $1,841,701 in the three
     months ended August 31, 1995 (the "1995 Period"). The decrease of
     $208,470 or 11.3% is primarily attributable to reduced
     advertising in the 1996 Period compared to the 1995 Period.
     Advertising costs represented 38% of net sales in the 1996 Period
     as compared to 62% in the 1995 Period. The decrease in sales is
     also partially the result of the introduction of stricter credit
     criteria used prior to shipping product to non-credit card
     customers.

     Gross profit was $1,426,515 (87.3% of net sales) in the 1996
     Period compared to $1,585,089 (86.1% of net sales) in the 1995
     Period.

                                       8

<PAGE>

     Selling and marketing expenses were $1,688,734 or 103.3% of net
     sales for the 1996 Period compared to $2,144,564 or 116.4% of net
     sales for the 1995 Period. This decline in selling and marketing
     expenses as a percentage of net sales and in nominal dollars was
     due to better management and placement of the advertising
     yielding a more efficient advertising budget.

     General and administrative expenses were $458,438 or 28.1% of net
     sales in the 1996 Period compared to $433,494 or 23.5% of net
     sales in the 1995 Period. The $24,944 increase was due
     principally due to the building of internal infrastructure to
     support the increased volume that the Company exhibited over the
     past year.

     Interest expense increased to $30,863 in the 1996 Period compared
     to $12,987 in the 1995 Period as a result of the increased debt
     balance in the current period.

     Net loss was $743,450 in the 1996 Period compared to a loss of
     $976,859 in the 1995 Period. Net loss for the 1995 Period
     included a loss from discontinued operations of $5,720. Net loss
     per share was $0.14 in the 1996 Period as compared to a net loss
     of $.21, for the 1995 Period, which included a loss of less than
     $0.01 from discontinued operations, after effecting a 11.2%
     increase in the weighted average number of common shares
     outstanding.

Results of Operations: Six months ended August 31, 1996 and 1995

     Net sales for the six months ended August 31, 1996 (the "1996
     Period") were $4,229,219 compared to $3,686,002 in the six months
     ended August 31, 1995 (the "1995 Period"). The increase of
     $543,217 or 14.7% is primarily attributable to the increased

     sales of the Company's "Math Made Easy" videotapes and an
     increase in the Company's "Reading Is Easy" product line, as a
     result of increased brand awareness, as well as more effective
     advertising. The increase was offset by reduced advertising and
     the implementation of stricter credit criteria used prior to
     shipping product to non-credit card customers.

     Gross profit was $3,781,470 (89.4% of net sales) in the 1996
     Period compared to $3,164,402 (85.8% of net sales) in the 1995
     Period.

     Selling and marketing expenses were $3,732,822 or 88.3% of net
     sales for the 1996 Period compared to $4,202,780 or 114.0% of net
     sales for the 1995 Period. This decline in selling and marketing
     expenses as a percentage of net sales and in nominal dollars was
     due to better management and placement of the advertising
     yielding a more efficient advertising budget.

     General and administrative expenses were $739,525 or 17.5% of net
     sales in the 1996 Period compared to $770,071 or 20.9% of net
     sales in the 1995 Period. The decrease in dollars and percentage
     of sales was due lower professional and consulting fees.

     Interest expense decreased to $49,354 in the 1996 Period compared
     to $52,515 in the 1995 Period.

                                       9

<PAGE>


     Net loss was $715,066 in the 1996 Period compared to a loss of
     $1,900,715 in the 1995 Period. Net loss for the 1995 Period
     included a loss from discontinued operations of $106,719. Net
     loss per share was $.13 in the 1996 Period as compared to a net
     loss of $.44, for the 1995 Period, which included a loss of $.02
     from discontinued operations, after effecting a 16.2% increase in
     the weighted average number of common shares outstanding.

     Liquidity and Capital Resources

     Working capital at August 31, 1996 was $474,448 compared to
     working capital of $433,016 at February 29, 1996. The increase in
     working capital was principally attributable to increase in net
     accounts receivable resulting from the increase in installment
     sales and reduction of debt resulting from the conversion of
     certain debt to equity. The Company's cash and short-term
     investments increased to $410,606 at August 31, 1996 from
     $374,055 at February 29, 1996. Both dates included $275,000 
     in restricted short-term investments.

     Net cash used in operations from continuing operations in the
     1996 Period was $378,252 compared to $2,757,571 in the 1995

     Period, due to a lower net loss in the 1996 Period as compared
     the 1995 Period, deferred advertising costs, a decrease in
     prepaid costs and an increase in accounts payable and accrued
     expenses.

     Net cash used in investing activities in the 1996 Period was
     $85,990 compared to $403,889 in the 1995 Period, which included
     the purchase of a new telephone system for the telemarketing
     operations.

     Net cash provided by financing activities in the 1996 Period was
     $500,793 which was primarily due to the net proceeds from the
     sale of convertible notes, compared to $4,603,433 in the 1995
     Period, which included the net proceeds raised from the initial
     public offering.

     In April 1996, the Company and several investors entered into a
     private placement of $500,000 of Convertible, 10% Notes due
     December 31, 1997. Under terms of the notes, 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. If the noteholders have not
     converted by December 31, 1997, the Company has the right to
     compel conversion at $1.2656 per share. However, 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. In
     connection with this financing the Company paid to financial
     advisors fees consisting of $60,000 cash and warrants to purchase
     50,000 shares of common stock at an exercise price, as amended,
     of $1.50 per share, exercisable through April 17, 2000. As of
     August 31, 1996, $88,428.20 were converted into 112,709 shares.
     As a result of the conversion, 796,381 remained in escrow. In
     September 1996, an additional $157,071.80 were converted into
     229,188 shares.

     During 1996, the Company negotiated agreements with certain of its
     noteholders to modify the terms of their notes. These agreements
     were concluded in June 1996. As a result of these agreements,

                                       10

<PAGE>

     $198,792 of principal and accrued interest was converted into
     194,239 restricted shares of common stock and warrants to
     purchase an additional 210,516 restricted shares of common stock
     at $1.50 per share. This transaction resulted in a loss of
     approximately $6,400. In addition, the maturity date of
     approximately $330,000 of principal and accrued interest was
     extended to November 30, 1996. In consideration for this
     extension, the debt holders were issued warrants to purchase
     492,700 restricted shares of common stock at $1.50 per share. The

     interest rate on the extended notes increased to 9% effective
     April 1, 1996. Interest was paid in July 1996 and a final
     interest payment will be made at maturity. In addition, the
     Company agreed to reduce the exercise price of the warrants
     issued in November 1995 from $2.50 to $1.50. These warrants
     expire November 6, 2005.

     The Company has instituted new policies and procedures for its
     installment sales program. As a result of this new initiative,
     the Company has experienced an improvement in its cash
     collections. There can be no assurance that this improvement will
     continue in the future.

     The Company's math and reading videotape business is highly
     seasonal. Demand for these products tends to peak during the
     first and fourth calendar quarters when school is in session. The
     Company has entered into certain ventures, which may reduce the
     impact of seasonality on the Company's business.

     The Company continues to meet its working capital requirements
     through internally generated funds as well as raising debt and
     equity from outside sources. In order to meet the future cash
     requirements, the Company is negotiating with third parties to
     provide additional sources of financing. There can be no
     assurance that these negotiations will be successful nor that it
     will continue to be able to fund internally its working capital
     requirements. In this regard, the Company has arranged for a six
     month bridge loan that has yielded the Company in the months of
     September 1996 and early October 1996 approximately $850,000
     which was used to retire existing debt and fund working capital.
     In connection with this funding, the lenders were granted 1.7
     million warrants exercisable at $1.50. Interest will be accruing
     at a rate of 8.0%. If the loan is not repaid by the 180th day, an
     additional warrant for each dollar not repaid, exercisable at
     $1.50 will be issued. If the loan is not repaid by the 210th day,
     the price of the warrants is reduced to $1.00.

                                      11

<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     On July 10, 1995 the Company commenced an action in the District
     Court for the Eastern District of New York for recovery of
     compensatory damages in the amount of $1,200,000 and punitive
     damages in the amount of $25,000,000 from MCI, the Company's then
     long distance carrier. The Company's suit was based upon damages
     resulting from MCI's failure to provide agreed upon services and
     fraud.

     On or about August 17, 1995 MCI commenced an arbitration
     proceeding against the Company to recover an alleged $70,000 for
     unpaid telephone usage charges. On or about September 11, 1995,
     MCI commenced additional arbitration proceedings to recover an
     alleged $350,000 for the Company's early termination of the
     agreement between the Company and MCI. The two arbitration
     proceedings were subsequently consolidated.

     The Company has moved to stay the arbitration commenced by MCI
     pending completion of the court proceedings. MCI has moved to
     dismiss the Company's complaint. Both motions are presently
     awaiting the decision of the District Court.

Item 2. Changes in Securities

        None

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

        (a)   None
        (b)   None

                                    12

<PAGE>

                                SIGNATURE


          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.
     (Registrant)



                                                    Date: October 11, 1996
                                                     BY: /S/ Morris Berger
                                                             Morris Berger
                                                   Chief Executive Officer
                                              Principal Accounting Officer

                                    13