<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

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

For the quarterly period ended November 30, 2002

                                       OR

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

For the transition period from ______________ to _____________

                        Commission file number: 001-25758

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

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

                   205 Kings Highway Brooklyn, New York 11223
                   ------------------------------------------
          (Address of principal executive offices, including zip code)

                                  718-234-0404
                                  ------------
                (Issuer's telephone number, including area code)

         Securities registered under Section 12(b) of the Exchange Act:

                                                  Name of each exchange
        Title of each class                       on which registered
         -------------------                       -------------------
               None                                       None

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, $0.01 par value per share
                               Redeemable Warrants
                               -------------------
                                (Title of Class)



<PAGE>




Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes _X_ No ___

The number of shares outstanding of the issuer's Common Stock as of November 30,
2002 was 17,650,667 shares.

Transactional Small Business Disclosure Format (Check one): Yes ___ No _X_

         THIS QUARTERLY REPORT ON FORM 10-QSB (THE "REPORT") MAY BE DEEMED TO
CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT"). FORWARD-LOOKING STATEMENTS IN
THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), REPORTS TO THE
COMPANY'S STOCKHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR
RELEASED BY THE COMPANY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS WHICH COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL
OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE
(FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST
ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF
OPERATIONS. THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS SET FORTH
HEREIN, EACH OF WHICH COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS AND THE
ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.



<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                        NOVEMBER 30, 2002 (UNAUDITED) AND FEB 28, 2002 (AUDITED)
================================================================================

                                     ASSETS

                                                    NOVEMBER 30,   FEBRUARY 28,
                                                       2002            2002
                                                    -------------  -------------
                                                     (UNAUDITED)      (AUDITED)
CURRENT ASSETS
Cash and cash equivalents                           $     11,079   $         --
Accounts receivable                                       21,129         65,657
Inventories                                               63,289         72,859
Prepaid expenses                                          76,549         69,785
                                                    -------------  -------------

         Total current assets                            172,046        208,301

FURNITURE AND EQUIPMENT, net                              60,766         74,524
INTANGIBLE ASSETS, net                                    82,603        108,820
RESTRICTED CASH                                            2,500          2,500
OTHER ASSETS                                              20,820         20,820
                                                    -------------  -------------

                  TOTAL ASSETS                      $    338,735   $    414,965
                                                    =============  =============


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Book overdraft                                 $         --   $     30,228
     Short-term notes payable                          1,488,176      1,465,176
     Convertible promissory notes                        738,890        750,890
     Capital lease obligations                           161,379        161,379
     Due to related party                                  3,495          4,445
     Accounts payable                                  1,586,695      1,534,842
     Accrued payroll and other expenses                  752,598        625,840
     Accrued interest                                  1,011,042        857,234
                                                    -------------  -------------

         Total  liabilities                            5,742,275      5,430,034

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Preferred stock, Series A, $0.01 par value
         1,000,000 shares authorized
         no shares issued and outstanding                     --             --
     Preferred stock, Series B, $0.01 par value
         50 shares authorized
         no shares issued and outstanding                     --             --
     Common stock, $0.01 par value
         20,000,000 shares authorized and
         17,650,667 shares issued and outstanding        176,508        176,508
     Common stock committed, $0.01 par value              35,925         32,033
         Additional paid-in capital                   12,341,720     12,341,720
     Accumulated deficit                             (17,957,693)   (17,565,330)
                                                    -------------  -------------

              Total stockholders' deficit             (5,403,540)    (5,015,069)
                                                    -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $    338,735   $    414,965
                                                    =============  =============


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


                                        2
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                 FOR THE THREE MONTHS ENDED NOVEMBER 30,2002 AND
                        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001 (UNAUDITED)
================================================================================


                                                 THREE MONTHS ENDED NOVEMBER 30,
                                                     2002               2001
                                                 -------------     -------------
                                                  (UNAUDITED)       (UNAUDITED)

NET SALES                                        $    227,431      $    519,298

COST OF SALES                                           9,812            15,199
                                                 -------------     -------------

GROSS PROFIT                                          217,619           504,099
                                                 -------------     -------------

OPERATING EXPENSES
     Selling and marketing                            129,823           323,224
     General and administrative                       133,822           229,271
     Depreciation and amortization                     15,557            31,625
                                                 -------------     -------------

     Total operating expenses                         279,202           584,120
                                                 -------------     -------------

LOSS FROM OPERATIONS                                  (61,583)          (80,021)
                                                 -------------     -------------

OTHER EXPENSE
     Non-cash interest charges                          1,076             6,831
     Interest expense                                  55,027            72,510
                                                 -------------     -------------

         Total other expense                           56,103            79,341
                                                 -------------     -------------

NET INCOME (LOSS)                                $   (117,686)     $   (159,362)
                                                 =============     =============

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

WEIGHTED AVERAGE SHARES OUTSTANDING                18,049,264        17,228,429
                                                 =============     =============




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



                                        3
<PAGE>
<TABLE>

                                                          MULTIMEDIA TUTORIAL SERVICES,INC
                                                                     AND SUBSIDIARY
                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                FOR THE NINE MONTHS ENDED NOVEMBER 30, 2002 (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>


                                                Common Stock                Common       Additional
                                       -----------------------------        Stock         Paid-In       Accumulated
                                            Shares          Amount        Committed       Capital         Deficit          Total
                                       -------------   -------------   -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>

BALANCE, FEB 28, 2002                    17,650,657     $   176,508    $     32,033    $ 12,341,720    $(17,565,330)   $ (5,015,069)

Common stock committed for
      Interest                                                                3,892                                           3,892

NET LOSS                                                                                                   (392,363)       (392,363)
                                       -------------   -------------   -------------   -------------   -------------   -------------

    BALANCE, November 30, 2002
           (UNAUDITED)                   17,650,667    $    176,508    $     35,925    $ 12,341,720    $(17,957,693)   $ (5,403,540)
                                       =============   =============   =============   =============   =============   =============
</TABLE>






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



                                        4


<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                  FOR THE NINE MONTHS ENDED NOVEMBER 30,2002 AND
                         FOR THE NINE MONTHS ENDED NOVEMBER 30, 2001 (UNAUDITED)
================================================================================


                                                 NINE MONTHS ENDED NOVEMBER 30,
                                                    2002                2001
                                                -------------      -------------
                                                 (UNAUDITED)        (UNAUDITED)


NET SALES                                       $    992,528       $  1,432,871

COST OF SALES                                         25,117             41,892
                                                -------------      -------------

GROSS PROFIT                                         967,411          1,390,979
                                                -------------      -------------

OPERATING EXPENSES
     Selling and marketing                           558,539            816,371
     General and administrative                      553,450            763,201
     Depreciation and amortization                    46,668             94,509
     Stock-based compensation                             --             10,500
                                                -------------      -------------

         Total operating expenses                  1,158,657          1,684,581
                                                -------------      -------------

LOSS FROM OPERATIONS                                (191,246)          (293,602)
                                                -------------      -------------

OTHER EXPENSE
Non-cash interest charges                              3,892             20,251
Interest expense                                     197,225            209,813
                                                -------------      -------------

         Total other expense                         201,117            230,064
                                                -------------      -------------

NET LOSS                                        $   (392,363)      $   (523,666)
                                                =============      =============

BASIC LOSS PER SHARE                            $      (0.02)      $      (0.03)
                                                =============      =============

DILUTED LOSS PER SHARE                          $      (0.02)      $      (0.03)
                                                =============      =============

WEIGHTED-AVERAGE SHARES OUTSTANDING               18,032,986         17,052,738
                                                =============      =============






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


                                        5


<PAGE>
<TABLE>
                                                              MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                                   AND SUBSIDIARY
                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  FOR THE NINE MONTHS ENDED NOVEMBER 30, 2002 AND
                                          FOR THE NINE MONTHS ENDED NOVEMBER 30, 2001 (UNAUDITED)
=================================================================================================
<CAPTION>
                                                                    NINE MONTHS ENDED NOVEMBER 30,
                                                                        2002            2001
                                                                     ------------    ------------
                                                                     (UNAUDITED)     (UNAUDITED)
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                          $(392,363)    $  (523,666)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Depreciation and amortization                               46,668          94,509
              Common stock committed and issued for interest               3,892          20,251
              Common stock committed and issued for services                 -            10,500
     (Increase) decrease in
         Accounts receivable                                              44,528          34,882
         Inventories                                                       9,570           7,952
         Prepaid expenses and other assets                                (6,764)           (568)
     Increase (decrease) in
         Due to related party                                               (950)          8,770
         Accounts payable                                                 51,853         207,366
         Accrued payroll and other expenses                              126,758          19,792
         Accrued interest                                                153,808         151,528
                                                                     ------------    ------------
Net cash provided from operating activities                               37,000          31,316
                                                                     ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                                  (5,673)         (7,839)
     Increase in intangibles                                              (1,020)           (300)
                                                                     ------------    ------------
Net cash used in investing activities                                     (6,693)         (8,139)
                                                                     ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of notes payable                              23,000          36,500
     Repayment of notes payable                                          (12,000)         (5,300)
     Repayment of capital lease obligation                                    --         (18,621)
                                                                     ------------    ------------
Net cash provided by financing activities                                 11,000          12,579
                                                                     ------------    ------------
Net increase (decrease) in cash and cash equivalents                 $    41,307     $    35,756

   BOOK OVERDRAFT, BEGINNING OF YEAR                                     (30,228)        (64,442)
                                                                     ------------    ------------
Cash and Cash Equivalent
(BOOK OVERDRAFT), END OF YEAR                                        $    11,079     $   (28,686)
                                                                     ============    ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     INTEREST PAID                                                   $    43,417     $    58,285
                                                                     ============    ============
     INCOME TAXES PAID                                               $       310      $      910
                                                                     ============    ============
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

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

During the nine months ended November 30, 2001, the Company committed to issue
519,505 shares of common stock for $27,451 of consulting services rendered and
interest expenses incurred.

During the nine months ended November 30, 2001, the Company issued 110,000
shares of common stock for $3300 of financing costs.



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


                                        6
<PAGE>

                                             MULTI-MEDIA TUTORIAL SERVICES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 FOR THE NINE MONTHS ENDED NOVEMBER 30, 2002 AND
                         FOR THE NINE MONTHS ENDED NOVEMBER 30, 2001 (UNAUDITED)
================================================================================


BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Multi-Media Tutorial Services, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principals for interim financial
information and in accordance with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principals for complete financial statements. In the opinion
of management, all material adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month period ended November 30, 2002
are not necessarily indicative of the results that may be expected for the year
ended February 28, 2003. The information contained in this Form 10-QSB should be
read in conjunction with the audited financial statements filed as part of the
Company's Form 10-KSB ending February 28, 2002.

GOING CONCERN ISSUES

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

NET LOSS PER SHARE

The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is
computed by dividing loss available to common stockholders by the
weighted-average number of commons shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. For the years ended February 28, 2002 and February
29, 2001, the Company incurred net losses; therefore, basic and diluted loss per
share are the same.

COMPREHENSIVE INCOME

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

STOCKHOLDER'S EQUITY

During the first nine months ended November 30, 2002, the Company committed to
issue 38,320 common shares for $3,892 of consulting services rendered and
interest expense incurred.

STOCK OPTIONS

The Company uses APB Opinion No. 25 "Accounting for Stock Issued to Employees"
to calculate the compensation expense related to the grant of options to
purchase Common Stock under the intrinsic value method. Accordingly, the Company
makes no adjustments to its compensation expense or equity accounts for the
grant of options.

SUBSEQUENT EVENTS

Subsequent to November 30, 2002 the Company received an investment of $50,000 in
the purchase of a series "C" note.

                                        7
<PAGE>


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

         THIS REPORT, INCLUDING THE DISCLOSURES BELOW, CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
WHEN USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES"
AND SIMILAR EXPRESSIONS, AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT, ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH MATERIAL DIFFERENCES INCLUDE THE FACTORS DISCLOSED IN THE
"RISK FACTORS" SECTION OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEARS ENDED FEBRUARY 28, 2002 AND 2001, WHICH READERS OF THIS REPORT
SHOULD CONSIDER CAREFULLY.

         RESULTS OF OPERATIONS FOR THE THREE (3) MONTHS ENDED NOVEMBER 30, 2002
AND 2001. Net sales for the three (3) months ended November 30, 2002 (the "2002
Period") were $227,431 compared to $519,298 in the three (3) months ended
November 30, 2001 (the "2001 Period"). These results reflect the Company's
departure from its telesales outsourcing work on behalf of other companies which
are associated with high personnel costs to a return to the marketing and
selling of its proprietary educational products from which it enjoys a gross
profit margin in the area of 90%.

         Gross profit was $217,619 in the 2002 Period compared to $504,099 in
the 2001 Period.

         Selling and marketing expenses decreased to $129,823 in the 2002 Period
compared to $323,224 for the 2001 Period.

         General and administrative expenses decreased to $133,822 in the 2002
Period compared to $229,271 in the 2001 Period.

         Depreciation and amortization decreased to $15,557 in the 2002 Period
compared to $31,625 in the 2001 Period. This decrease was due to certain assets
being fully depreciated in the prior year.

         Interest expense decreased to $55,027 in the 2002 Period compared to
$72,510 in the 2001 Period. The Company also had non-cash interest charges of
$1,076 in the 2002 Period and $6,831 in the 2001 Period relating to stock issued
for interest expense.

         Net loss from operations before depreciation and amortization was
$46,026 in the 2002 Period compared to a loss of $48,396 in the 2001 Period.

         Net loss decreased to $117,686 in the 2002 Period compared to $159,362
in the 2001 Period. Loss from operations decreased to $61,583 in the 2002 Period
compared to a loss of $80,021 in the 2001 Period.

         The Company has given its Math Made Easy website a facelift, in order
to attract more customers to its site and to increase conversion of visits to
sales.

         The Company has entered into an agreement with Educational Insights,
Los Angeles, CA, to distribute their educational electronic learning devices
which include the Launch Pad, a reading instructional product for ages 3-8, as
well as the Geo-Safari and Math-Safari products which have been sold to schools
via a sales organization and to consumers through a successful TV infomercial
campaign. The Company has begun selling these products to its customer database
and to home schooling parents through an outbound sales campaign.

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


                                       8
<PAGE>

         In October, 2002, the Company restarted its advertising campaign with a
three week test on a national radio talk show. As results from this test
demonstrated a favorable response, the Company has embarked on a full fledged
relaunch of its Math Made Easy advertising campaign, utilizing the services of a
New York advertising agency who has successfully coordinated the media for a
well known educational company. The Math Made Easy campaign now includes regular
weekly advertising on several national radio networks targeted to mothers with
school age children. The Company is currently expanding its radio campaign to
several new radio networks with large listening audiences as well as cable
television and regional newspapers. If television and print advertising prove to
be successful, they will be incorporated into the Company's regular campaign. By
reaching out to different advertising venues, the Company expects to be able to
reach the various demographics that are included in its potential customer base.
At the same time, the diversification over different networks will enable the
Company to more easily ride out any temporary inability to purchase advertising
on a specific venue due to a seasonal increase in demand. It is quite possible,
however, that the Company will require additional funding to enable it to
maintain and expand the current advertising campaign. There can be no assurance
that such funding will become available to the Company.

         During the course of this initial campaign, the Company has seen a
marked increase in its ability to convert calls to sales as compared with its
historical experience. The Company contributes its higher rate of conversion to
both the targeted demographics of its current advertising campaign as well as
the heightened focus that parents are giving today to their children's academic
success. The Company has also seen a steady and progressive increase in both the
number of visitors coming to its Math Made Easy website as well as the number of
orders generated by its internet site. The Company attributes this increase to
its active purchase of prime positions in many of the math education categories
on the search engines. The advertising campaign as well is bringing an increased
number of visitors to its site.

         In the previous 10Q the Company reported that its principal client
would be gradually phasing out its teleservising which it had outsourced to the
Company. The client has since eliminated its entire outsourcing to the Company.
The advertising campaign that the Company has undertaken, has substantially
replaced the monthly revenues that it had been receiving from this client prior
to their phase out. Nonetheless, there can be no assurance that the current
campaign will remain financially viable for the foreseeable future.

         The Company has entered an agreement with one of the industry's leaders
in English as a second language instruction to coordinate for them a sales and
advertising campaign to Spanish speaking individuals living in the United
States. The publisher has engaged a creative agency to develop a television
commercial that will direct viewers to call the Multimedia's phone
representatives for the purchase of the publisher's audio cassette and cd
programs relating to English as a second language. The Company will share in the
revenue derived from these sales and will also be compensated on a per phone
minute basis. The Company has also signed an agreement to distribute vocabulary,
grammar and writing programs for one of the large direct response publishers in
the self- improvement category. The company has begun to sell these programs to
its database of existing customers as well as to home schoolers.

         RESULTS OF OPERATIONS FOR THE NINE (9) MONTHS ENDED NOVEMBER 30, 2002
AND 2001. Net sales for the nine (9) months ended November 30, 2002 (the "2002
Period") were $992,528 compared to $1,432,871 in the nine (9) months ended
November 30, 2001 (the "2001 Period"). The Company's largest client
substantially reduced its outsourcing work to the Company which resulted in a
substantial reduction of revenue.

         Gross profit was $987,411 in the 2002 Period compared to $1,390,979 in
the 2001 Period. The decrease in gross profit was a consequence of a drop in net
sales.

         Selling and marketing expenses decreased to $558,539 in the 2002 Period
compared to $816,371 in the 2001 Period.

         General and administrative expenses decreased to $553,450 in the 2002
Period compared to $763,201 in the 2001 Period.

         Depreciation and amortization decreased to $46,668 in the 2002 Period
compared to $94,509 in the 2001 Period. This decrease was due to certain assets
being fully depreciated in the prior year.



                                       9
<PAGE>

         Stock based compensation decreased to zero in the 2002 Period compared
to $10,500 in the 2001 Period.

         Interest expense decreased to $197,225 in the 2002 Period compared to
$209,813 in the 2001 Period. The Company also had non-cash interest charges of
$3,892 in the 2002 Period and $20,251 in the 2001 Period relating to stock
issued for interest expense.

         Net loss from operations before depreciation and amortization decreased
to $144,578 in the 2002 Period compared to a loss of $199,093 in the 2001
Period.

         Net loss decreased to $392,363 in the 2002 Period compared to $523,666
in the 2001 Period. Loss from operations decreased to $191,246 in the 2002
Period compared to a loss of $293,602 in the 2001 Period.


                        LIQUIDITY AND CAPITAL RESOURCES.

         The Company's cash and restricted cash was $21,079 at November 30, 2002
compared to a book overdraft of $27,728 at February 28, 2002.

         Net cash provided from operations in the nine (9) months ended November
30, 2002 was $37,000 compared to $31,316 in the nine (9) months ended November
30, 2001.

         Net cash used in investing activities in the nine (9) months ended
November 30, 2002 was $6,693 compared to $8,139 in the nine (9) months ended
November 30, 2001.

         Net cash provided from financing activities in the nine (9) months
ended November 30, 2002 was $11,000 compared to $12,579 in the nine(9) months
ended November 30, 2001.

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

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

         In May and June 1997, the Company secured approximately $350,000 of
loans ("1997 Loans"), which were used for working capital and for debt
repayment. As of June 9, 2000, the note holders had converted all of the loans
into 5,200,000 shares of common stock, including 1,600,000 of common stock
issued in the fiscal quarter ended May 31, 2001.

         The Company has received advances aggregating $375,000, which bear
interest at the rate of 10% per year, and are currently due and payable.

         In December 1999 the Company entered into a consulting agreement with a
software consulting firm. The consultants were to develop a web site and a CD
Rom program. The agreement was valued at $130,000 and called for an initial fee
of $65,000 with $65,000 due upon completion. Pursuant to the agreement, the
Company will pay all fees with stock. The Company has issued 433,333 shares of
common stock. The web site is operational but the CD Rom is not as yet
completed. The Company is negotiating with the vendor as to the number of shares
that will be issued upon completion of the package.


                                       10
<PAGE>

         From November 1999, to July 2000, the Company issued approximately
$763,000 of convertible, unsecured promissory notes. The notes bear interest at
the rate of 10% PER ANNUM, and are due 10-months following the date of issuance.
The notes are convertible into Common Stock at the lesser of: (i) $0.50 per
share, or (ii) 50% of the average of the closing bid price for the Common Stock
during the five (5) days immediately preceding conversion. However, the notes
may not be converted at a price of less than $0.10 per share. The notes may be
converted into a number of shares of common stock of the Company's subsidiary,
The Tutorial Channel.com, equal to 1% of the issued and outstanding shares of
common stock of such subsidiary for each $25,000 principal amount with respect
to $600,000 of certain of these notes (Series A Notes), and equal to 0.25% of
the issued and outstanding shares of common stock of such subsidiary for each
$25,000 principal amount with respect to $163,000 of certain of these notes
(Series B Notes). Each class of these notes is convertible on the earlier of (i)
the last business day preceding the filing of the first registration statement
for the common stock of such subsidiary, or (ii) December 1, 2000. As of August
31, 2000, the Company converted $312,500 principal amount of the Series A Notes
and $100,000 principal amount of Series B Notes, plus accrued interest, at a
conversion price of $0.10 per share, into an aggregate of 4,133,611 shares of
Common Stock. The Company recorded a non-cash interest expense of $357,908 in
connection with the below-market conversion feature of these notes.

         From November 1999 to February 2000, the Company issued $100,000 of
unsecured, demand promissory notes, bearing interest at the rate of 10% per
annum.

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

         In August 2000, the Company issued 40,740 shares of Common Stock to a
consultant in consideration of an interest payment of $4,074.

         In September 2000, the Company issued 1,000,000 shares of Common Stock
to an existing stockholder of the Company in consideration of $100,000. The
shares have certain piggyback registration rights.

         In September 2000, the Company issued 280,000 shares of Common Stock in
consideration of the conversion of $28,000 in payables to a vendor. In January,
2001, the Company received $25,000 cash and issued 125,000 shares and 125,000
warrants exercisable at $0.25 per share and a debenture in the amount of
$25,000.

         In January 2001, the Company received $25,000 cash and issued 125,000
Common shares and 125,000 warrants exercisable at $0.25 and a debenture in the
amount of $25,000.

         In May 2001, the Company issued 110,000 shares of common stock for
$3,300 of financing costs. Additionally, the Company converted 405,457 of
committed shares into actual common shares.

         In August 2001, the Company committed to issue 45,739 common shares in
satisfaction of $4,574 of interest charges.

         In November 2001, the Company committed to issue 68,309 common shares
in satisfaction of $6,831 of interest charges.

         In May and December 2001 the Company issued 235,000 shares of common
stock in satisfaction of of interest charges.

         In December 2001 the Company issued 500,000 shares of common stock for
of services rendered.

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

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

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


                                       11
<PAGE>

         In February 2003 the Company received $50,000 for the issuance of its
"C" unit, which includes a convertible, unsecured promissory note. The note
accrues interest at the rate of 10 percent per annum payable in cash upon
maturity, and the note is due in three years from the date of issuance. In
connection with the "C" unit, the Company has committed to issue to the investor
500,000 shares of unregistered common stock. The notes are convertible into
common stock at the lesser of: (i) $0.50 per share, or (ii) 50% of the average
of the closing bid price for the Common Stock during the five days immediately
preceding conversion. However, the notes may not be converted at a price of less
than $0.10 per share.

         The Company had made a settlement with one of its creditors that had
begun litigation, 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 denied it a summary judgment.

         The Company has also reached agreements with certain of its other
vendors relating to obligations in the aggregate amount of approximately
$900,000 based upon payment schedules. There is no assurance that the Company's
future revenues will be adequate to meet such payment schedules. Moreover, the
Company's revenues have not always been sufficient to enable the Company to
fully comply with these payment schedules. However, The Company has been able to
receive extensions of these schedules where it has not been able to comply with
the agreed schedules. In particular, in February, 2003, the Company came to a
one-year agreement with its largest creditor who had received a judgment against
the Company. Accordingly, the creditor has agreed to take no action against the
Company with respect to its judgment so long as the Company is in compliance
with its agreement with the creditor. The Company is currently in compliance
with the agreement. Other creditors have given extensions, in the form of
agreements on a periodic basis, but there is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. Failure to cure a default in payment schedules could result
in the entry of a judgment against the Company. The Company is in arrears for
Federal and State payroll tax and Unemployment for approximately, $325,000,
$25,000 and $90,000 resptectively. With regard to the Federal payroll tax the
Company has received notice of a levy in the amount of $83,448.33 against
certain of the Company's assets. It has also received notice from the Federal
Government and the Department of Labor of various liens with regard to the above
arrears. The Company has worked out an installment payment agreement with the
New York State Department of Taxation and Finance to satisfy its arrears and
intends to make similar arrangements with the Federal government and with regard
to the NY State Dept of Labor. There is no assurance that the Company will be
successful in making such arrangements.

         The Company is currently involved in a lawsuit with AT&T in which AT&T
is seeking approximately $500,000 for outstanding charges for telephone services
and in which Multimedia has filed a counterclaim including a request for
punitive damages. The Company does not believe that the amounts that are claimed
by AT&T are in fact owed. The Company's defenses to AT&T's claims include, but
are not limited to, the Company's assertion that AT&T billed the Company for
numbers belonging to other parties and for special features and services, which
the Company requested and AT&T failed to disconnect when notified by the
Company. In addition, the Company believes that AT&T failed to make available to
the Company discounts for services that were customarily available to users with
comparable volume. Moreover, AT&T, prior to the filing of its lawsuit, failed to
provide the Company with documentation with respect to any amounts which it
claimed were due from the Company. Further, AT&T had agreed to take no action to
collect any disputed amounts until such documentation was provided to the
Company. The Company has retained Counsel who has responded to the complaint
filed by AT&T and has also filed a counterclaim which includes punitive damages
for losses sustained by the Company as a result of what the Company believes to
be improper billing practices by AT&T and the interruption of its service by
AT&T. In the end of October, 2002, the Company had a pre-trial conference with
the Judge and AT&T and it was agreed to by both parties to conduct an informal
discovery for a period of 60 days during which time the Company was to provide
documentation to substantiate its claim of incorrect billings. Upon the
completion of the 60 days, the Company submitted documentation to support its
claims but requested additional records regarding billing records. The Company
is currently waiting for ATT to present these records. At this time the status
of the case is that it remains in informal discovery.

         The Company has received notice of a suit in the amount of $9500 for
certain outstanding invoices. It is currently being reviewed by counsel and a
response to this litigation is being planned.


                                       12
<PAGE>

         Since January, 2001 the Company has continued to meet its working
capital requirements through internally generated funds. In September, 2000 the
Company received $100,000 in funding and issued 1,000,00 shares of common stock
and 1,000,000 warrants. In January 2001, the Company received $25,000 in funding
and issued 125,000 shares and 125,000 warrants and a debenture in the amount of
$25,000. In February, 2003, the Company received $50,000 in funding relating to
its "C" unit and committed to issue 500,000 shares of common stock. In addition,
the Company may have increased capital requirements as it seeks to expand its
product lines and customized telemarketing services. In order to meet its
current and future cash requirements, the Company is in discussions to negotiate
additional debt and equity financing. There can be no assurance that any
financing will be successful nor that the Company will be able to fund
internally its working capital requirements or meet its debt repayment
obligations. In the event that the Company is unable to secure additional
financing, it may be obligated to significantly reduce its operations and seek
to sell assets, which would have a material adverse affect on the Company's
prospects and financial results.

         The Company has received a report from its independent public
accountants, which has been filed with the Company's Annual Report on Form
10-KSB for the fiscal year ended February 28, 2002, that includes an explanatory
paragraph describing the uncertainty as to the ability of the Company's
operations to continue as a going concern.

         The Company's operations have not been materially affected by the
impact of inflation.


                       DOCUMENTS INCORPORATED BY REFERENCE

         THE COMPANY IS CURRENTLY SUBJECT TO THE REPORTING REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") AND IN
ACCORDANCE THEREWITH FILES REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH
THE COMMISSION. SUCH REPORTS, PROXY STATEMENTS AND OTHER INFORMATION MAY BE
INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES OF THE COMMISSION AT
JUDICIARY PLAZA, 450 FIFTH STREET, N.W., WASHINGTON D.C. 20549; AT ITS NEW YORK
REGIONAL OFFICE, SUITE 1300, 7 WORLD TRADE CENTER, NEW YORK, NEW YORK, 10048;
AND AT ITS CHICAGO REGIONAL OFFICE, 500 WEST MADISON STREET, SUITE 1400,
CHICAGO, ILLINOIS 60661, AND COPIES OF SUCH MATERIALS CAN BE OBTAINED FROM THE
PUBLIC REFERENCE SECTION OF THE COMMISSION AT ITS PRINCIPAL OFFICE IN
WASHINGTON, D.C., AT PRESCRIBED RATES. IN ADDITION, SUCH MATERIALS MAY BE
ACCESSED ELECTRONICALLY AT THE COMMISSION'S SITE ON THE WORLD WIDE WEB, LOCATED
AT http://www.sec.gov.



                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company had made a settlement with one of its creditors that had
begun litigation, 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 denied it a summary judgment.

         The Company has also reached agreements with certain of its other
vendors relating to obligations in the aggregate amount of approximately
$900,000 based upon payment schedules. There is no assurance that the Company's
future revenues will be adequate to meet such payment schedules. Moreover, the
Company's revenues have not always been sufficient to enable the Company to
fully comply with these payment schedules. However, The Company has been able to
receive extensions of these schedules where it has not been able to comply with
the agreed schedules. In particular, in February, 2003, the Company came to a
one-year agreement with its largest creditor who had received a judgment against
the Company. Accordingly, the creditor has agreed to take no action against the
Company with respect to its judgment so long as the Company is in compliance
with its agreement with the creditor. The Company is currently in compliance


                                       13
<PAGE>

with the agreement. Other creditors have given extensions, in the form of
agreements on a periodic basis, but there is no assurance that any of these
creditors will not, at some point in the future, declare the Company in default
of its obligations. Failure to cure a default in payment schedules could result
in the entry of a judgment against the Company. he Company is in arrears for
Federal and State payroll tax and Unemployment for approximately, $325,000,
$25,000 and $90,000 resptectively. With regard to the Federal payroll tax the
Company has received notice of a levy in the amount of $83,448.33 against
certain of the Company's assets. It has also received notice from the Federal
Government and the Department of Labor of various liens with regard to the above
arrears. The Company has worked out an installment payment agreement with the
New York State Department of Taxation and Finance to satisfy its arrears and
intends to make similar arrangements with the Federal government and with regard
to the NY State Dept of Labor. There is no assurance that the Company will be
successful in making such arrangements.


         The Company is currently involved in a lawsuit with AT&T in which AT&T
is seeking approximately $500,000 for outstanding charges for telephone services
and in which Multimedia has filed a counterclaim including a request for
punitive damages. The Company does not believe that the amounts that are claimed
by AT&T are in fact owed. The Company's defenses to AT&T's claims include, but
are not limited to, the Company's assertion that AT&T billed the Company for
numbers belonging to other parties and for special features and services, which
the Company requested and AT&T failed to disconnect when notified by the
Company. In addition, the Company believes that AT&T failed to make available to
the Company discounts for services that were customarily available to users with
comparable volume. Moreover, AT&T, prior to the filing of its lawsuit, failed to
provide the Company with documentation with respect to any amounts which it
claimed were due from the Company. Further, AT&T had agreed to take no action to
collect any disputed amounts until such documentation was provided to the
Company. The Company has retained Counsel who has responded to the complaint
filed by AT&T and has also filed a counterclaim which includes punitive damages
for losses sustained by the Company as a result of what the Company believes to
be improper billing practices by AT&T and the interruption of its service by
AT&T. In the end of October, 2002, the Company had a pre-trial conference with
the Judge and AT&T and it was agreed to by both parties to conduct an informal
discovery for a period of 60 days during which time the Company was to provide
documentation to substantiate its claim of incorrect billings. Upon the
completion of the 60 days, the Company submitted documentation to support its
claims but requested additional records regarding billing records. The Company
is currently waiting for ATT to present these records. At this time the status
of the case is that it remains in informal discovery.

         The Company has received notice of a suit in the amount of $9500 for
certain outstanding invoices. It is currently being reviewed by counsel and a
response to this litigation is being planned.


ITEM 2.  CHANGES IN SECURITIES

         c. Recent Sales of Unregistered Securities.
            ----------------------------------------

         In May, 2001, the Company issued 110,000 shares of common stock for
$3,300 of financing costs.

         In July, 2001, the Company committed to issue 405,456 common shares in
satisfaction of $16,046 of consulting services and interest charges.

         In August, 2001, the Company committed to issue 45,739 common shares in
satisfaction of $4,574 of interest charges.

         In November, 2001, the Company committed to issue 68,309 commons shares
in satisfaction of $6,831 of interest charges.

         In December 2001, the Company issued 625,000 common shares in
satisfaction of $33,750 of consulting services and interest charges.

         In February 2002, the Company committed to issue 100,000 common shares
in satisfaction of $5,000 of interest charges.

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

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

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

         These securities were issued in transactions exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.


                                       14
<PAGE>

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) EXHIBITS

         99.1     Certification of Chief Executive Officer and Chief Financial
                  Officer

         (b) REPORTS ON FORM 8-K - The Company did not file any Reports on Form
             8-K during the quarter ended November 30, 2002.






                                       15
<PAGE>

                                   SIGNATURES

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


                                           MULTI-MEDIA TUTORIAL SERVICES, INC.

Date: February 19, 2003                     By: /s/ Barry Reichman
                                               -------------------------------
                                               Barry Reichman
                                               Chief Executive Officer and
                                               Chief Financial Officer







                                       16


<PAGE>

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                             a Delaware corporation

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

                            Section 302 Certification

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

         (1) I have reviewed this Quarterly Report on Form 10-QSB of Multi-Media
         Tutorial Services, Inc., a Delaware corporation (the "Company") for the
         quarterly period ended August 31, 2002 (the "Quarterly Report");

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

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

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

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

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

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

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

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

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

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



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