<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)

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

                For the quarterly period ended November 30, 2007
                ------------------------------------------------
OR

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

                 For the transition period from ______ to ______
                 -----------------------------------------------

                         Commission file number: 0-25758
                         -------------------------------

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                       -----------------------------------

             (Exact Name of Registrant as Specified in Its Charter)

                    Delaware                             73-1293914
                    --------                             ----------
(State or other jurisdiction of incorporation )(IRS Employer Identification No.)

                 1214 East 15th Street Brooklyn, New York 11230
                 ----------------------------------------------
              (Address and Zip Code of Principal Executive Offices)

                  Registrant's Telephone Number: (718)951-2350

              (Former Name, Former Address and Former Fiscal Year,
                       If Changed Since Last Report) N/A

Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding
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.                                                             [X] Yes [ ] No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                                  [ ] Yes [X] No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).                                           [ ] Yes [X] No

As of January 11, 2008, there were 52,662,403 shares of the registrant's common
stock, $0.0001 par value, issued and outstanding.

Transitional Small Business Disclosure Format (Check One):        [ ] Yes [X] No


<PAGE>

MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
NOVEMBER 30, 2007
________________________________________________________________________________

                                                                         PAGE
                                                                         ----


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements                                             F-1
Item 2.  Management's Discussion and Analysis or Plan of Operation        2
Item 3.  Controls and Procedures                                          5

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                                6
Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds       6
Item 3.  Defaults Upon Senior Securities                                  7
Item 4.  Submission of Matters to a Vote of Security Holders              7
Item 5.  Other Information                                                7
Item 6.  Exhibits                                                         8

SIGNATURES                                                                9













<PAGE>

MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 2007
(UNAUDITED)
________________________________________________________________________________
                                     ASSETS

CURRENT ASSETS
     Cash                                                          $         --
     Accounts receivable, less allowance for
        doubtful accounts of $14,940                                     89,303
     Inventories                                                          3,872
     Prepaid expenses                                                    93,921
                                                                   ------------
        Total current assets
                                                                        187,096
                                                                   ------------


FURNITURE AND EQUIPMENT, net                                             15,639
INTANGIBLE ASSETS, net                                                   65,801
OTHER ASSETS                                                             27,536
                                                                   ------------


                                                                   $    296,072
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Cash Deficit                                                  $     22,267
     Notes payable                                                    2,210,625
     Accounts payable and accrued expenses                            4,188,492
                                                                   ------------
        Total Current Liabilities                                     6,421,384
                                                                   ------------

LONG TERM DEBT:
     Notes Payable, net of discount of $243,227                         406,773
                                                                   ------------

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
        52,280,852 shares issued and outstanding                          5,227
     Stock subscription receivable                                       (6,000)
     Additional paid-in capital                                      15,096,591
     Accumulated deficit                                            (21,627,903)
                                                                   ------------
        Total Stockholders' Deficit                                  (6,532,085)
                                                                   ------------

                                                                   $    296,072
                                                                   ============


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

                                       F-1

<PAGE>
<TABLE>

MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
______________________________________________________________________________________________________________

                                            For the Three Months Ended            For the Nine Months Ended
                                                   November 30,                         November 30,
                                         -------------------------------       -------------------------------
                                             2007               2006               2007               2006
                                         ------------       ------------       ------------       ------------
                                         (Unaudited)        (Unaudited)        (Unaudited)         (Unaudited)

<S>                                      <C>                <C>                <C>                <C>
NET SALES                                $    142,189       $    160,362       $    499,064       $    583,961

COST OF SALES                                   7,636             14,433             64,226             55,499
                                         ------------       ------------       ------------       ------------

GROSS PROFIT                                  134,553            145,929            434,838            528,462

SELLING, GENERAL AND ADMINISTRATIVE           435,198            247,422          1,227,873            897,613
                                         ------------       ------------       ------------       ------------

LOSS FROM OPERATIONS                         (300,645)          (101,493)          (793,035)          (369,151)
                                         ------------       ------------       ------------       ------------
OTHER INCOME (EXPENSE)
Cancellation of Debt                               --                 --             46,174                 --

Interest Expense                              (98,966)           (59,967)          (387,275)          (176,130)
                                         ------------       ------------       ------------       ------------
Total other expense
                                              (98,966)           (59,967)          (341,101)          (176,130)
                                         ------------       ------------       ------------       ------------

NET LOSS                                 $   (399,611)      $   (161,460)      $ (1,134,136)      $   (545,281)
                                         ============       ============       ============       ============

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

WEIGHTED-AVERAGE SHARES OUTSTANDING        51,641,892         39,770,667         48,785,672         38,544,485
                                         ============       ============       ============       ============

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

                                                           F-2

<PAGE>

MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
            (UNAUDITED)
___________________________________________________________________________________________________


                                                                               November 30,
                                                                      -----------------------------
                                                                          2007              2006
                                                                      -----------       -----------
                                                                      (Unaudited)       (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES

      Net loss                                                        $(1,134,136)      $  (545,281)
Adjustments to reconcile net loss to net cash (used in) provided
by operating activities:
         Depreciation and amortization                                     20,055            23,571
         Forgiveness of debt                                              (46,174)               --
         Amortization of prepaid contract for service                      32,812            29,166
         Amortization of deferred compensation                            113,375            15,000
         Amortization of discount on debt                                 132,418             1,173
         Non-cash expense related to amortization of prepaid
            consulting expenses acquired with notes payable                    --                --
         Stock based compensation                                         138,534            21,657
         Common stock issued for services                                 170,546            74,000
Changes in Operating assets and Liabilities:
      Accounts receivable                                                 (26,469)           64,925
      Inventories                                                           3,529             2,975
      Prepaid expenses and other assets                                   (94,799)           (1,256)
      Other Assets                                                                              500
      Accounts Payable and accrued expenses                               113,266           165,915
                                                                      -----------       -----------
Net cash used in operating activities
                                                                         (577,043)         (147,655)
                                                                      -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of furniture and equipment                                  (7,464)           (3,299)
      Increase in intangibles                                             (29,647)          (18,179)
      Security deposit on new facility                                      2,600            (2,600)
                                                                      -----------       -----------
Net cash used in investing activities                                     (34,511)          (24,078)
                                                                      -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issuance of notes payable                             650,000           156,310
      Repayment of note payable                                           (44,600)           (1,000)
      Cash deficit                                                          6,154            13,769
                                                                      -----------       -----------
Net cash provided by financing activities                                 611,554           169,079
                                                                      -----------       -----------
Net increase (decrease) in cash                                                --            (2,654)
CASH, BEGINNING OF PERIOD                                                      --             2,654
                                                                      -----------       -----------
CASH, END OF PERIOD                                                   $        --       $        --
                                                                      ===========       ===========

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

NON-CASH INVESTING AND FINANCING ACTIVITIES
      Common stock issued:
         Settlement of accounts payable and accrued expenses          $        --       $    12,500
                                                                      ===========       ===========
         With issuance of debt                                        $   354,505       $     5,275
                                                                      ===========       ===========
         Exercise of option / stock subscription receivable           $     2,000       $     4,000
                                                                      ===========       ===========
         Deferred compensation paid in common stock                   $   317,000       $    30,000
                                                                      ===========       ===========
         Services                                                              --            74,000
                                                                      ===========       ===========
         Conversion of debt to common stock                           $   132,000       $        --
                                                                      ===========       ===========
      Debt issued for
         Consulting services                                          $        --       $    87,500
                                                                      ===========       ===========

                             The accompanying notes are an integral part of these
                                      consolidated financial statements.
</TABLE>
                                                      F-3

<PAGE>

MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED NOVEMBER 30, 2007 AND 2006
(UNAUDITED)
________________________________________________________________________________

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Multi-Media
Tutorial Services, Inc., a Delaware corporation ("MMTS" or the "Company") have
been prepared in accordance with generally accepted accounting principles 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 principles 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 month periods ended
November 30, 2007 are not necessarily indicative of the results that are to be
expected for the year ended February 28, 2008. 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 for the year ending February 28,
2007.

NOTE 2 - GOING CONCERN; INTERNAL REVENUE SERVICE FEDERAL TAX LIEN

The accompanying unaudited consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered recurring losses and has an accumulated deficit of approximately
$21,628,000 and a working capital deficiency of approximately $6,532,000 at
November 30, 2007. Also, the Internal Revenue Service has placed a federal tax
lien on substantially all of the Company's assets as the Company is in arrears
on payment of payroll taxes, accrued prior to February 28, 2004 of approximately
$500,000. 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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying unaudited consolidated financial statements include the
accounts of MMTS and its wholly-owned subsidiaries, Video Tutorial Services,
Inc. ("VTS") and Math Channel, Inc. ("Math Channel"). All significant
intercompany transactions and balances have been eliminated in consolidation.
Action Telesales and Communications, Inc. is an affiliated company of the
Company which handles the billing process for MMTS and VTS. All intercompany
transactions have been eliminated.

ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company classifies highly liquid temporary investments with an original
maturity of nine months or less when purchased as cash equivalents.

                                      F-4

<PAGE>

CONCENTRATION OF CREDIT RISK FOR CASH HELD AT BANKS

The Company maintains cash in bank deposit accounts which, at times, exceed
federally insured limits. Historically, the Company has not experienced any
losses on these accounts.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles. For certain of the Company's financial
instruments, including cash and cash equivalents, accounts receivable, accounts
payable and accrued payroll and other expenses, the carrying amounts approximate
fair value due to their short maturities. The amount shown for notes payable
also approximates fair value because the current interest rates offered to the
Company for debt of similar maturities are substantially the same.

STOCK BASED COMPENSATION

Effective March 1, 2006, the Company began recording compensation expense
associated with stock-based awards and other forms of equity compensation in
accordance with Statement of Financial Accounting Standards No. 123-R,
Share-Based Payment, ("SFAS 123R") as interpreted by SEC Staff Accounting
Bulletin No. 107. The Company adopted the modified prospective transition method
provided for under SFAS 123R and consequently has not retroactively adjusted
results from prior periods. Under this transition method, compensation cost
associated with stock-based awards recognized in the first nine months of fiscal
year 2007 included 1) nine months amortization related to the remaining unvested
portion of stock-based awards granted prior to December 15, 2005, based on the
grant date fair value estimated in accordance with the original provisions of
SFAS 123R; and 2) would include nine months amortization related to stock-based
awards granted subsequent to March 1, 2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS 123R. In addition, the
Company records expense over the vesting period in connection with stock options
granted. The compensation expense for stock-based awards includes an estimate
for forfeitures and is recognized over the expected term of the award on a
straight line basis.

Prior to March 1, 2006, the Company accounted for stock-based awards using the
intrinsic value method of accounting in accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25").
Under the intrinsic value method of accounting, no compensation expense was
recognized in the Company's consolidated statements of operations when the
exercise price of the Company's employee stock option grant equaled the market
price of the underlying common stock on the date of grant and the measurement
date of the option grant is certain. Under SFAS 123R, the Company measures the
intrinsic value of the options at the end of each reporting period until the
options are exercised, cancelled or expire unexercised. As of November 30, 2007,
there are 2,160,000 options with a weighted average exercise price of $0.075 and
a weighted average remaining life of approximately eight years, remaining
outstanding and continue to be measured at the intrinsic value over their
remaining vesting period ranging from 1/4 years to 3-1/2 years. Compensation
expense in any given period is calculated as the difference between total earned
compensation at the end of the period, less total earned compensation at the
beginning of the period. Compensation earned is calculated on a straight line
basis over the requisite service period for any given option award.

When the stock options are granted, the fair value of each option grant is
estimated on the date of grant using the Black-Scholes valuation model and the
assumptions noted in the following table. The assumptions in the table below are
weighted based on all options granted in the respective period.

                                      F-5

<PAGE>
<TABLE>
<S>     <C>
------------------------------ -------------------------------------------- ----------------------------------------------
                                       For the Three Months Ended                   For the Nine Months Ended
                                              November 30,                                 November 30,
------------------------------ -------------------------------------------- ----------------------------------------------
                                      2007                  2006*                 2007                    2006
------------------------------ ------------------- ------------------------ ------------------ ---------------------------
Risk free interest rate:             4.62%                  4.46%                 4.65%              4.46% - 5.00%
------------------------------ ------------------- ------------------------ ------------------ ---------------------------
Expected life (years):                 10                    10                    10                      10
------------------------------ ------------------- ------------------------ ------------------ ---------------------------
Dividend rate:                         0%                    0%                    0%                      0%
------------------------------ ------------------- ------------------------ ------------------ ---------------------------
Expected Volatility:                  269%                  264%                  268%                248% - 264%
------------------------------ ------------------- ------------------------ ------------------ ---------------------------
</TABLE>

During the nine months ended November 30, 2007, the Company granted options for
1,000,000 shares of the Company's common stock to the Company's CEO and
President; 500,000 were granted at an exercise price of $0.10 per share; 250,000
at an exercise price of $0.07 per share and 250,000 at an exercise price of
$0.05. These options were valued with the use of the Black-Scholes valuation
model. These options are exercisable upon grant, and accordingly their entire
value has been expensed as a general and administrative expense for the nine
months ended November 30, 2007. These options expire ten years from the date of
grant. During the nine months ended November 30, 2007, the Company extended the
exercise period of options for 1,000,000 shares of the Company's common stock
that originally had a five year life and had expired in January 2007. These
options were extended for five additional years until January 2012. The original
exercise price of $0.07 per share has not been amended. These options were
granted to the Company's CEO and President. These options, with their extended
exercise period, were valued with the use of the Black-Scholes valuation model
at $0.0448 per share, or $44,800. These options are exercisable upon grant, and
accordingly their entire value has been expensed as a general and administrative
expense for the nine months ended November 30, 2007.

The Company recorded $138,534 and $21,657 of compensation expense, net of
related tax effects, relative to stock options for the nine months ended
November 30, 2007 and 2006, respectively, in accordance with SFAS 123R. Included
in such expense for the nine months ended November 30, 2007 is the expenses
associated with the granting of the above mentioned options for 500,000 shares
at $0.10, 250,000 options at $0.07, 250,000 options at $0.05 and the extension
of the expiration date of options for 1,000,000 shares at $0.07, both these
options granted to the Company's President and CEO. Net loss per share, basic
and diluted, for SFAS 123r expense is approximately ($0.02) and ($0.01), for the
nine months ended November 30, 2007 and 2006, respectively.

As of November 30, 2007, there is approximately $44,109 of total unrecognized
compensation costs related to granted stock options that are unvested. These
costs are expected to be recognized over a weighted average period of 3-1/2
years.

                                      F-6

<PAGE>
<TABLE>
<S>     <C>

NOTE 4 - NOTES PAYABLE


NOTES PAYABLE, Current
----------------------

As of November 30, 2007, the Company maintained the following notes payable,
current:

a)       10% notes, unsecured, payable on demand. These advances accrue
         interest based on an annualized rate of 10% per annum. During the
         nine months ended November 30, 2007 the Company repaid $81,700 of
         these demand notes payable.                                                                 $        490,613
         ------------------------------------------------------------------------------------------ --------------------

b)       On April 10, 2006, the Company issued demand notes totaling $87,500
         for consulting services to be performed by the note holders over a
         twenty-four month period, subsequent to the issuance of these notes
         payable. These notes accrue interest at 10% per annum. In lieu of
         cash payment the Company may redeem these notes, and any accrued
         interest, with the issuance of Series E unsecured convertible
         promissory notes ("Series E"). The Company has recorded the issuance
         of these notes payable for consulting services as a prepaid expense
         of $87,500 that is being expensed over the twenty four month period
         of the consulting agreement. During the nine months ended November 30,
         2007, the Company expensed $32,813, of this deferred compensation.

         In February 2007, a total of $75,000 of these demand notes redeemed
         their note principal (accrued interest paid subsequent to February 28,
         2007) for Series E notes. Under the terms of the Series E note, the
         note holder upon issuance of Series E receives 5 shares of common stock
         for each $1 of debt, for a total of 375,000 shares of common stock.
         These shares have been valued at $29,950, and have been recorded as a
         discount on debt, that was to have been amortized and expensed as
         interest over the life of the debt, or until such time as the debt was
         converted. The Series E debt is convertible at $.50 per share, or 50
         percent of the average closing bid during the five trading days prior
         to the note holder giving notice of conversion, but not lower than $.10
         per share. This note, including accrued interest, was due and payable
         in February 2010. In February 2007, these demand note holders, upon
         conversion into these Series E notes, converted all $75,000 Series E
         principal into 750,000 shares of common stock valued at $0.10 per share
         or $75,000. The $29,950 discount on debt was fully expensed as interest
         upon conversion of the Series E into common stock.

         In March 2007, one of these notes payable for $50,000 redeemed their
         note principal for a Series E note. Under the terms of the Series E
         note, the note holder upon issuance of Series E received 5 shares of
         common stock for each $1 of debt, for a total of 250,000 share of
         common stock. These shares have been valued at $31,250, and have been
         recorded as a discount on debt, that was to have been amortized and
         expensed as interest over the life of the debt, or until such time as
         the debt was converted. In addition, the Company recognized a
         beneficial conversion of $12,500 related to the Series E. As Series E
         are immediately convertible to common stock, this Series E was issued


                                      F-7

<PAGE>

         and convertible at a rate below market on the date of issuance of the
         Series E. The Series E debt is convertible at $.50 per share, or 50
         percent of the average closing bid during the five trading days prior
         to the note holder giving notice of conversion, but not lower than $.10
         per share. This Series E note, including accrued interest, was due and
         payable in March 2010. On the date of conversion from a demand note to
         a Series E note, the note holder converted the $50,000 Series E
         principal into 500,000 shares of common stock valued at $0.10 per share
         or $50,000. The $31,250 discount on debt, plus the $12,500 beneficial
         conversion feature, was fully amortized, and recorded as an interest
         expense upon conversion of the Series E into common stock.                                              69,846
-------- ------------------------------------------------------------------------------------------ --------------------

c)       8% notes, unsecured, payable on demand. These advances accrue
         interest based on an annualized rate of 8% per annum.                                                  750,000
-------- ------------------------------------------------------------------------------------------ --------------------

d)       Non-interest bearing notes, unsecured, payable on demand.                                              201,676
-------- ------------------------------------------------------------------------------------------ --------------------

e)       17% convertible unsecured notes payable on demand; the notes are
         convertible into common stock at a price of $1.2656 per share or an
         alternate conversion of 75% of the closing bid for the first five
         trading days prior to conversion. The alternate conversion price
         cannot be lower than $0.55 per share, or more than $3.55 per share.                                   250,000
-------- ------------------------------------------------------------------------------------------ --------------------

f)       10% convertible unsecured notes, payable on demand. The notes are
         convertible into common stock at a price of the lesser of $.50 or 50%
         of the average closing bid during the five trading days prior to
         notice of conversion, but not lower than $.10 per share.                                              401,390
-------- ------------------------------------------------------------------------------------------ --------------------

g)       10% convertible notes payable variously in 2006; the notes are
         convertible into common stock at the lesser of $.50 or 50% of the
         average of the closing bid price in the over the counter market during
         the five business days ending on the day before the holder gives notice
         of conversion, but not lower than $.10 per share.

         During the year ended February 28, 2007, a total of $50,000 of these
         notes payable including accrued interest of $17,000, converted into
         670,000 shares of the Company's common stock at $0.10 per share.                                        25,000
         ------------------------------------------------------------------------------------------ --------------------

i)       8% notes, unsecured, payable on demand. These advances accrue
         interest based on an annualized rate of 8% per annum.                                                   22,100
         ------------------------------------------------------------------------------------------ --------------------

         TOTAL NOTES PAYABLE, CURRENT                                                                $        2,210,625
         ------------------------------------------------------------------------------------------ ====================

                                      F-8

<PAGE>

NOTES PAYABLE, long-term
------------------------

As of November 30. 2007, the Company maintained the following notes payable,
long-term:

     During the nine months ended November 30, 2007, the Company issued $650,000
     of Series E notes payable. Issued with this debt were 3,250,000 shares of
     the Company's common stock value at $315,000, which the Company recorded as
     a discount on debt that is being amortized and expensed as interest over
     the life of the debt, or until such time as the debt is converted. During
     the nine months ended November 30, 2007, the Company amortized $71,773
     ($315,000 minus $243,227), of this debt discount. These Series E notes
     payable have a three (3) year life from the date of issuance. The debt is
     convertible at $.50 per share or 50% of the average closing bid during the
     five (5) trading days prior to the note holder giving notice of
     conversion, but not lower than $.10 per share.                                                  $         650,000

     Less: unamortized portion of debt discount                                                               (243,227)
                                                                                                   ---------------------

     TOTAL NOTES PAYABLE, LONG-TERM                                                                            $406,773
                                                                                                   =====================
</TABLE>

NOTE 5 - COMMON STOCK

For the nine months ended November 30, 2007, as related to the conversion of a
$67,000 demand note payable plus accrued interest of $605 into a Series E note
payable the Company issued 1,025,175 share of common stock. These common shares
have been valued at $99,005, and have been recorded as a discount on debt, that
was to have been amortized and expensed as interest over the life of the debt,
or until such time as the debt was converted. In addition, the Company
recognized a beneficial conversion of $12,500 related to the Series E having an
immediate conversion provision that was below market on the date of conversion.
The Series E debt is convertible at $.50 per share, or 50% of the average
closing bid during the five (5) trading days prior to the note holder giving
notice of conversion, but not lower than $.10 per share. This Series E note,
including accrued interest, was due and payable in March 2010. On the date of
conversion from a demand note to a Series E note, the note holder converted the
$50,000 Series E principal into 500,000 shares of common stock valued at $0.10
per share or $50,000.

For the nine months ended November 30, 2007, the Company converted Series E
notes payable of $50,000 plus accrued interest of $5,833 for a total of $55,883
into 558,330 shares of common stock at a per share price of $.10. The stock
price was $.11 on the date of conversion; the balance of $5,583 was charged to
interest expense.

For the nine months ended November 30, 2007, the Company converted $15,000 of
notes payable directly to 150,000 shares of common stock at a per share price of
$.10.

On August 27, 2007, the Company issued 100,000 shares of common stock for a
consulting services agreement valued at $7,000, on an average per share price of
$.07. For the nine months ended November 30, 2007, a total of $7,000 has been
expensed for these consulting agreements and included in selling, general and
administrative expenses.

                                      F-9

<PAGE>

On June 19, 2007, the Company issued 2,000,000 shares of common stock for a two
(2) year consulting services agreement valued at $220,000, on an average per
share price of $.11. For the nine months ended November 30, 2007, a total of
$55,000 has been expensed for these consulting agreements and included in
selling, general and administrative expenses.

In March, April and June 2007, the Company issued an additional $650,000 of
Series E notes payable. Issued with this debt were 3,250,000 shares of the
Company's common stock valued at $315,000, at an average per share price of
$.097.

In March 2007, the Company entered into a one year advertising and marketing
consulting agreement. Under the terms of this agreement the Company is required
to issue 100,000 shares of common stock each month commencing in March 2007. A
total of 1,000,000 shares of common stock are to be to be issued under this
agreement. During the nine months ended November 30, 2007 the Company issued
800,000 shares of common stock. These shares were valued at market on their
dates of issue. The Company has recorded $74,000, on an average per share price
of $.0925, for the issuance of these common shares as a consulting expense
included in selling, general and administrative expenses.

In May 2007, the Company entered into an investor relations consulting
agreement. This agreement has a one year term, and requires the issuance of
750,000 shares of common stock upon commencement. These shares have a market
value of $57,000 on an average per share price of $.076, and have been recorded
as a deferred compensation expense, netted against additional paid in capital.
As services commence under this agreement, a pro-rata share of the deferred
compensation is expensed. For the nine months ended November 30, 2007, a total
of $33,250 has been expensed for this consulting agreement and included in
selling, general and administrative expenses.

In March 2007, the Company entered into a financial consulting agreement. This
agreement has a one year term, and requires the issuance of 500,000 shares of
common stock. Services under this agreement are set to commence in June 2007.
These shares have a market value of $40,000, and have been recorded as a
deferred compensation expense, netted against additional paid in capital. For
the nine months ended November 30, 2007, the Company has recorded $20,000, as a
consulting expense included in selling, general and administrative expenses.

During the nine months ended November 30, 2007, the Company expensed the
remaining deferred compensation cost of $7,500 related to a consulting agreement
entered into in June 2006 and paid for in common stock, which concluded in
August 2007.

On March 15, 2007, Company issued 350,000 shares of common stock for financial
related services valued at market for a total of $31,500. For the nine months
ended November 30, 2007, the Company has recorded $31,500, as a consulting
expense included in selling, general and administrative expenses.

NOTE 6 - CANCELLATION OF DEBT

In June 2007, the Company settled an outstanding debt with a creditor for less
than the amount owed. This total forgiveness of debt was included in the
financial statements, in other income and expenses for the nine months ended
November 30, 2007. The debt originally for $63,674 was settled for 17,500; the
difference of $46,174 was forgiven. The settlement amount was paid in July 2007.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS:

CONSULTING AGREEMENTS:

On August 27, 2007, the Company issued 100,000 shares of common stock for a
consulting services agreement valued at $7,000, on an average per share price of
$.07. For the nine months ended November 30, 2007, a total of $7,000 has been
expensed for these consulting agreements and included in selling, general and
administrative expenses.

                                      F-10

<PAGE>

On June 19, 2007, the Company issued 2,000,000 shares of common stock for a two
(2) year consulting services agreement valued at $220,000, on an average per
share price of $.11. For the nine months ended November 30, 2007, a total of
$55,000 has been expensed for these consulting agreements and included in
selling, general and administrative expenses.

In March, April and June 2007, the Company issued an additional $650,000 of
Series E notes payable. Issued with this debt were 3,250,000 shares of the
Company's common stock valued at $315,000, at an average per share price of
$.097.

In March 2007, the Company entered into a one year advertising and marketing
consulting agreement. Under the terms of this agreement the Company is required
to issue 100,000 shares of common stock each month commencing in March 2007. A
total of 1,000,000 shares of common stock are to be to be issued under this
agreement. During the nine months ended November 30, 2007 the Company issued
800,000 shares of common stock. These shares were valued at market on their
dates of issue. The Company has recorded $74,000, on an average per share price
of $.0925, for the issuance of these common shares as a consulting expense
included in selling, general and administrative expenses.

In May 2007, the Company entered into an investor relations consulting
agreement. This agreement has a one year term, and requires the issuance of
750,000 shares of common stock upon commencement. These shares have a market
value of $57,000 on an average per share price of $.076, and have been recorded
as a deferred compensation expense, netted against additional paid in capital.
As services commence under this agreement, a pro-rata share of the deferred
compensation is expensed. For the nine months ended November 30, 2007, a total
of $33,250 has been expensed for this consulting agreement and included in
selling, general and administrative expenses.

In March 2007, the Company entered into a financial consulting agreement. This
agreement has a one year term, and requires the issuance of 500,000 shares of
common stock. Services under this agreement are set to commence in June 2007.
These shares have a market value of $40,000, and have been recorded as a
deferred compensation expense, netted against additional paid in capital. For
the nine months ended November 30, 2007, the Company has recorded $20,000, as a
consulting expense included in selling, general and administrative expenses.

CONTINGENCIES:

The Company is subject to litigation in the normal course of business, and
claims arise from time to time. Presently the Company is not aware of any
pending or threatened litigation and has not provided a reserve or an accrual
for any such contingencies.

The Company has a significant amount of debt and notes payable that have been
recorded. In certain instances, the Company has been involved, and be involved
in the future, in litigation due to non-payment of debt and notes payable.

NOTE 8 - CHANGE IN AUDITORS

As previously reported on a Current Report on Form 8-K filed by the Company on
October 1, 2007 with the Securities and Exchange Commission, on October 1, 2007,
the Company terminated Sherb & Co., LLP ("Sherb"), as their independent
registered certified public accountants. Sherb had been the Company's auditors
since the year ended February 28, 2004. The Company has hired Conner &
Associates, PC, to become the company's auditors commencing for the quarter and
nine months ended November 30, 2007, and the fiscal year ending February 29,
2008. The reports of Sherb, on the Company's financial statements as of and for
the fiscal years ended February 28, 2007, 2006, 2005 and 2004, did not contain
any adverse opinion or a disclaimer of opinion, nor were they qualified or


                                      F-11

<page>

modified as to audit scope or accounting principles. During the fiscal years
audited, and through October 1, 2007, there were no disagreements with Sherb on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Sherb's
satisfaction, would have caused Sherb to make reference to the subject matter in
connection with periods; and there were no reportable events as defined in Item
304(a)(1)(iv) of Regulation S-B. During the years audited by Sherb, their
audit reports contained an additional paragraph with regards to the cCompany
continuing as a going concern. The Company's board of directors has chosen
Conner & Associates, PC, as its new independent auditors and has authorized the
termination of audit services by Sherb. The Company provided Sherb with a copy
0f the foregoing disclosures and requested Sherb to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements.

NOTE 9 - SUBSEQUENT EVENTS

In December 2007, the Company issued 381,551 shares of its common stock as part
of the consulting and investor relations agreements.



                                      F-12

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

THIS REPORT CONTAINS STATEMENTS THAT WE BELIEVE ARE, OR BE CONSIDERED TO BE,
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF
HISTORICAL FACT INCLUDED IN THIS REPORT REGARDING THE PROSPECTS OF OUR INDUSTRY
OR OUR PROSPECTS, PLANS, FINANCIAL POSITION OR BUSINESS STRATEGY, CONSTITUTE
FORWARD-LOOKING STATEMENTS. IN ADDITION, FORWARD-LOOKING STATEMENTS GENERALLY
CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "," "WILL,"
"EXPECT," "INTEND," "ESTIMATE," "FORESEE," "PROJECT," "ANTICIPATE," "BELIEVE,"
"PLANS," "FORECASTS," "CONTINUE" OR "COULD" OR THE NEGATIVES OF THESE TERMS OR
VARIATIONS OF THEM OR SIMILAR TERMS. FURTHERMORE, SUCH FORWARD-LOOKING
STATEMENTS BE INCLUDED IN VARIOUS FILINGS THAT WE MAKE WITH THE SEC OR PRESS
RELEASES OR ORAL STATEMENTS MADE BY OR WITH THE APPROVAL OF ONE OF OUR
AUTHORIZED EXECUTIVE OFFICERS. ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS
REFLECTED IN THESE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT ASSURE
YOU THAT THESE EXPECTATIONS WILL PROVE TO BE CORRECT. THESE FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO CERTAIN KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, AS
WELL AS ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE REFLECTED IN THESE FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN,
WHICH REFLECT MANAGEMENT'S OPINIONS ONLY AS OF THE DATE HEREOF. EXCEPT AS
REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO REVISE OR PUBLICLY RELEASE THE
RESULTS OF ANY REVISION TO ANY FORWARD-LOOKING STATEMENTS. YOU ARE ADVISED,
HOWEVER, TO CONSULT ANY ADDITIONAL DISCLOSURES WE MAKE IN OUR REPORTS TO THE
SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO
US OR PERSONS ACTING ON OUR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY
THE CAUTIONARY STATEMENTS CONTAINED IN THIS REPORT.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER
30, 2007 AND 2006.

NET SALES
---------

Net sales for the three months ended November 30, 2007 were $142,189, compared
to $160,362 for the three months ended November 30, 2006. The Company has since
retained the services of a marketing company to optimize its websites and enable
the Company to generate a larger number of organic search leads, thereby
reducing the Company's dependence on paid search leads.

Net sales for the nine months ended November 30, 2007 were $499,064, compared to
$583,961 for the nine months ended November 30, 2006. The Company has since
retained the services of a marketing company to optimize its websites and enable
the Company to generate a larger number of organic search leads, thereby
reducing the Company's dependence on paid search leads.

GROSS PROFIT
------------

Gross profit was $134,553 for the three months ended November 30, 2007, compared
to $145,929 for the three months ended November 30, 2006. This decrease was due
to lower sales.

Gross profit was $434,838 for the nine months ended November 30, 2007, compared
to $528,462 for the nine months ended November 30, 2006. This decrease was due
to lower sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------

Selling, general and administrative expenses (SG&A) were $435,198 for the three
months ended November 30, 2007, compared to $247,422 for the three months ended
November 30, 2006. This increase was related primarily to the expensing of the
vested nine month portion of stock options granted to employees, for the nine
months ended November 30, 2007 of $138,534, versus an expense of $21,657 for the
nine months ended November 30, 2006. During the three months ended November 30,


                                       2

<PAGE>

2007 the Company engaged more consultants to assist the Company in developing a
marketing and media campaign for its Math Made Easy and tutorial services. These
services have generally been obtained through the issuance of the Company's
common stock. If the common stock is issued for an extended period of service,
the Company records the proportional share of expense related for the period in
which the services were obtained. Any unearned expense, for services obtained
with the issuance of common stock, is recorded as a deferred compensation and is
netted in the additional paid in capital of the Company.

Selling, general and administrative expenses (SG&A) were $1,227,873 for the nine
months ended November 30, 2007, compared to $897,613 for the nine months ended
November 30, 2006. This increase was related primarily to the expensing of the
vested nine month portion of stock options granted to employees, for the nine
months ended November 30, 2007 of $138,534, versus an expense of $$21,657 for
the nine months ended November 30, 2006. In addition, the Company experienced
more expenses in the November 30, 2007 nine months, versus the November 30 2006
nine months, as the Company expanded operations related to their Math Channel,
Inc. subsidiary. Also during the nine months ended November 30, 2007 the Company
engaged more consultants to assist the Company in developing a marketing and
media campaign for its Math Made Easy and tutorial services. These services have
generally been obtained through the issuance of the Company's common stock. If
the common stock is issued for an extended period of service, the Company
records the proportional share of expense related for the period in which the
services were obtained. Any unearned expense, for services obtained with the
issuance of common stock, is recorded as a deferred compensation and is netted
in the additional paid in capital of the Company.

SETTLEMENT OF OUTSTANDING DEBT
------------------------------

During June 2007 the Company settled an outstanding debt with a creditor for
less than the amount owed. This total forgiveness of debt was included in the
financial statements, in other income and expenses for the nine months ended
November 30, 2007. The debt originally for 63,674 was settled for 17,500; the
difference of $46,174 was forgiven. The settlement amount was paid in July 2007.
There was no debt settlement in the nine months ended November 30, 2006.

INTEREST EXPENSE
----------------

Interest expense was $98,966 for the three months ended November 30, 2007 as
compared to $59,967 for the three months ended November 30, 2006.

Interest expense was $387,275 for the nine months ended November 30, 2007 as
compared to $176,130 for the nine months ended November 30, 2006. The Company
has entered into new notes payable subsequent to February 28, 2007 resulting in
increased interest expense for the nine months ended November 30, 2007. During
the nine months ended November 30, 2007 the Company issued $650,000 Series E
notes payable for cash. The Series E debt has a discount related to common stock
that is issued with the issuance of Series E. This discount is expensed over the
life of the Series E, or until such time as the Series E converts to common
stock or is redeemed, at which time any remaining portion of unexpired discount
is expensed. The amortization of the debt discount is a non-cash expense
accounted for as interest expense. This amortization of debt discount for Series
E entered into during the nine months ended November 30, 2007, as well as Series
E entered into in the year ended February 28, 2007, resulted in $74,695 of
interest expense.

                                       3

<PAGE>

In addition to the Series E notes issued for cash, the Company converted an
existing promissory note of $50,000 to a Series E note that immediately
converted the Series E note to common stock. This Series E issuance had a
discount for the 250,000 shares of common stock issued upon the initial
conversion from a promissory note into a Series E note of $31,250. In addition,
to the discount, this Series E had a beneficial conversion of $12,500 related to
this Series E. As Series E are immediately convertible to common stock, this
Series E was issued and convertible at a rate below market on the date of
issuance of the Series E. This beneficial conversion was valued at $12,500. On
the date of conversion from a demand note to a Series E note, the note holder
converted the $50,000 Series E principal into 500,000 shares of common stock
valued at $0.10 per share or $50,000. The $31,250 discount on debt, plus the
$12,500 beneficial conversion feature, was fully amortized, and recorded as an
interest expense upon conversion of the Series E into common stock.

LIQUIDITY AND CAPITAL RESOURCES.

At November 30, 2007, the Company had a cashdeficit of $22,267. During
the nine months ended November 30, 2007 the Company issued $650,000 worth of
Series E notes payable for cash, while repaying $66,700 of promissory notes
payable.

The Company continues to suffer recurring losses and has an accumulated deficit
of approximately $21,628,000 and a working capital deficiency of approximately
$6,532,000 at November 30, 2007. In addition, the Internal Revenue Service has
placed a federal tax lien on substantially all of the Company's assets as the
Company is in arrears on payment of payroll taxes, accrued prior to February 28,
2004 approximating $500,000. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The accompanying financial
statements have been prepared assuming that that the Company will 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 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 has incurred increased capital expenditures as it seeks to expand
its product lines and tutorial 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 or 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 is 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.

Each of the reports of our independent registered auditors for our audited
consolidated financial statements for the fiscal years ended February 28, 2007
and February 29, 2006 contains an explanatory paragraph, assuming that the
Company will continue as a going concern. The report mentioned that we have
incurred losses, have an accumulated deficit and have a working capital
deficiency. In addition the report mentioned the on-going situation with the IRS
regarding payroll taxes in arrears. This report raised substantial doubt about
our ability to continue as a going concern. This report is not viewed favorably
by analysts or investors and makes it more difficult for us to raise additional
debt or equity financing needed to run our business.

The Company had a cash deficit of $22,267 as of November 30, 2007, compared to
a cash overdraft of
$13,769 as of November 30, 2006.

                                       4

<PAGE>

Net cash used in operating activities during the nine months ended November 30,
2007 was $577,043, compared to net cash used in operating activities of $147,655
for the nine months ended November 30, 2006.

Net cash used in investing activities during the nine months ended November 30,
2007 was $34,511, compared to net cash used in investing activities of $24,078
for the nine months ended November 30, 2006.

Net cash provided by financing activities during the nine months ended November
30, 2007 was $611,554, compared to net cash provided by financing activities of
$169,079 for the nine months ended November 30, 2006.

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, 2007
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 Principles. 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

The Company maintains controls and procedures designed to ensure that they are
able to collect the information that is required to be disclosed in the reports
they file with the Securities and Exchange Commission (the "SEC") and to
process, summarize and disclose this information within the time period
specified in the rules of the SEC. The Company's Chief Executive and Chief
Financial Officer are responsible for establishing, maintaining and enhancing
these procedures. The office is also responsible, as required by the rules
established by the SEC, for the evaluation of the effectiveness of these
procedures.

Based on management's evaluation (with participation of our principal executive
officer and principal financial officer), as of the end of the period covered by
this report, the principal executive officer and principal financial officer
concluded that a deficiency was identified in the Company's internal controls
over financial reporting which constituted a "material weakness." Accordingly,
management concluded that the Company's disclosure controls and procedures were
not effective.

The material weakness was the result of an insufficient number of personnel
having adequate knowledge, experience and training to provide effective, and
timely, oversight and review over the Company's financial close and reporting
process.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

The Company's management does not expect that their disclosure controls or their
internal controls over financial reporting will prevent all error and fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls become inadequate because
of changes in conditions or the degree of compliance with the policies or
procedures deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud occur and not be detected.

                                       5

<PAGE>

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company had made a settlement with one of its creditors that had begun
litigation 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. This case has not been
reopened by the creditors.

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 has not conformed to the original schedule but has been
making periodic payments as per discussions with the creditor's counsel. 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. As of November 30, 2007, the
creditor had not sent the Company any notice of default which would allow the
Company ten days to cure before the creditor could file for a judgment.

The Company is subject to a claim for Federal payroll and unemployment taxes for
approximately, $400,000, and $100,000, respectively, which the Company is
disputing. With regard to the Federal payroll taxes the Company has received
notice of a levy in the amount of $83,448.33 against substantially all of the
Company'sassets. It has also received notice from the Federal Government and the
Department of Labor of various liens with regard to the amount in arrears. The
Company has retained legal counsel that specialized these types of matter. As of
November 30, 2007, the Company continues to evaluate its options in this matter.

On February 2, 2000, the Company converted an accounts 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., LLP had received a judgment for $120,000. The complaint by Holtz
Rubenstein, Co., LLP was entered in April, 2001 in the Supreme Court, Suffolk
County, New York.

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

During the nine months ended November 30, 2007, the Company issued the following
securities upon reliance on the exemption from registration afforded the Company
under Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act"):

    o    On March 29, 2007 the Company granted options for 500,000 shares of the
         Company's common stock to the Company's CEO and President at an
         exercise price of $0.10 per share and on August 27, 2007 the Company
         granted 250,000 shares of the Company's common stock to the Company's
         CEO and President at an exercise price of $0.07 per share. These
         options are exercisable upon grant and expire ten years from the date
         of grant.

    o    In March 2007 the Company extended the exercise period of options for
         1,000,000 shares of the Company's common stock that originally had a
         five year life and had expired in January 2007. These options have been
         extended for five additional years until January 2012. The original
         exercise price of $0.07 per share has not been amended. These options
         were granted to the Company's CEO and President. These options are
         exercisable upon grant.


                                       6

<PAGE>

    o    In March, April and June 2007, the Company issued an additional
         $650,000 of Series E Notes to credit worthy investors. Issued with this
         debt were 3,250,000 shares of the Company's common stock.

    o    During the nine months ended November 30, 2007, the Company converted
         $67,000 of demand notes payable, issued to a credit worthy investor and
         shareholder of the Company, into a Series E note payable. As a result
         of the conversion the Company issued 335,000 shares of common shares.
         Simaltaneous to the date of each of these conversions, the note holder
         converted the Series E principal into 585,000 shares of common stock.
         Additionally, the Company issued to this investor 6,725 common shares
         representing accrued interest.

    o    In March 2007, the Company entered into a one year advertising and
         marketing consulting agreement with consultants experienced in these
         areas of commerce. Under the terms of this agreement the Company is
         required to issue 100,000 shares of common stock each month commencing
         in March 2007. A total of 1,000,000 shares of common stock are to be to
         be issued under this agreement. During the nine months ended November
         30, 2007 the Company issued 100,000 shares of common stock, for a total
         of 300,000 shares of common stock.

    o    On August 15, 2007, the Company entered into an investor relations
         consulting agreement with a financial consulting firm. This agreement
         has a one year term, and requires the issuance of 750,000 shares of
         common stock upon commencement. As services commence under this
         agreement, a pro-rata share of the deferred compensation is expensed.

    o    In March 2007, the Company entered into a financial consulting
         agreement with a financial consultant. This agreement has a one year
         term, and requires the issuance of 500,000 shares of common stock.
         Services under this agreement are set to commence in June 2007. These
         shares have a market value of $40,000, and have been recorded as a
         deferred compensation expense, netted against Additional Paid in
         Capital.

    o    During the nine months ended November 30, 2007 the Company expensed the
         remaining deferred compensation cost of $7,500 related to a consulting
         agreement from June 2006, which concluded in August 2007, which
         required the issuance of 500,000 shares of common stock in August 2006.

    o    On March 15, 2007 the Company issued 350,000 shares of common stock for
         financial related services valued at market for a total of $31,500.

    o    In September 2007, the Company issued 255,810 common shares pursuant to
         a consulting agreement. Additionally, the Company issued 53,000 common
         shares towards payment of outstanding accounts payable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None

                                       7

<PAGE>

ITEM 6. EXHIBITS.


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

EXHIBIT NO.         DESCRIPTION
------------------- ------------------------------------------------------------
31.1                Certification by Barry Reichman, the Principal Executive and
                    Accounting Officer of Multi-Media Tutorial Services, Inc.,
                    pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
                    Exchange Act of 1934, as amended
------------------- ------------------------------------------------------------
32.1                Certification of Barry Reichman, the Principal Executive and
                    Accounting Officer of Multi-Media Tutorial Services, Inc.,
                    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002
------------------- ------------------------------------------------------------










                                       8

<PAGE>

                                   SIGNATURES

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



Date:  January 14, 2008             MULTI-MEDIA TUTORIAL SERVICES, INC.

                                    /s/ BARRY REICHMAN
                                    ------------------
                                    Name: Barry Reichman
                                    Title: Chief Executive Officer and Chief
                                    Financial Officer
                                    (Principal Executive Officer and Principal
                                    Financial Officer)












                                       9