<PAGE>

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

                                  Form 10-QSB

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

                For the quarterly period ended November 30, 1996

                         Commission File Number 0-25758

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

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

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

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

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

State the number of shares outstanding of each of the issuer's common equity,
as of the latest practicable date: As of January 14, 1997 there were 6,160,679
shares of common stock outstanding.


<PAGE>

                      Multi-Media Tutorial Services, Inc.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                      PAGE NO.

PART I.

ITEM 1.   Financial information

     Consolidated balance sheet as of November 30, 1996                   3

     Consolidated statements of operations for the
        three months ended November 30, 1996 and 1995, and               4-5
        the nine months ended November 30, 1996 and 1995

     Consolidated statements of cash flows for the
         nine months ended November 30, 1996 and 1995                     6

     Notes to consolidated financial statements                          7-8

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

PART II.

     Other information                                                    12

     Signature                                                            13


                                       2

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements



               MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET - UNAUDITED
                               NOVEMBER 30, 1996



<TABLE>
<S>                                                               <C>        
                                     ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                                     $   437,471
    Restricted short-term investments                                 200,000
    Accounts receivable, net of allowance of $1,539,953             1,504,205
    Note receivable                                                    26,250
    Inventories                                                       259,833
    Deferred advertising expense                                      290,628
    Prepaid expenses and other current assets                         238,858
                                                                  -----------
                                                                    2,957,245

PROPERTY AND EQUIPMENT, NET                                           686,572
INTANGIBLE ASSETS, NET                                                464,431
NOTE RECEIVABLE                                                       180,000
OTHER ASSETS                                                           21,420
                                                                  -----------
                                                                  $ 4,309,668
                                                                  ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
    Accounts payable and accrued expenses                         $ 1,359,899
    Current Portion capital lease obligations                         132,447
    Current maturities of long-term debt (Note 2)                   1,000,000
                                                                  -----------
                                                                    2,492,346
                                                                  -----------

LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS                        102,102
LONG-TERM DEBT (Note 3)                                               250,000

STOCKHOLDERS' EQUITY (Notes 2 and 3)
    Common stock $.01 par value, 20,000,000 shares
      authorized; 6,160,679 issued and outstanding                     61,607

    Preferred stock, $.01 par value, 1,000,000 shares
      authorized; 15 issued and outstanding                                 1
    Additional paid-in capital                                      9,354,029
    Deficit                                                        (7,950,417)
                                                                  -----------
                                                                    1,465,220
                                                                  -----------
                                                                  $ 4,309,668
                                                                  ===========
</TABLE>

                 See notes to consolidated financial statements.

                                       3

<PAGE>


               MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED


<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED NOVEMBER 30,
                                                         1996                1995
                                                     -----------         -----------
<S>                                                  <C>                 <C>        
NET SALES                                            $ 1,500,612         $ 2,805,827

COST OF GOODS SOLD                                       161,602             358,427
                                                     -----------         -----------

GROSS PROFIT                                           1,339,010           2,447,400
                                                     -----------         -----------

COSTS AND EXPENSES

    Selling and marketing                              1,484,494           1,932,585
    General and administrative                           449,529             442,716
    Interest expense                                      32,282              29,475
    Other (income) expense, net                           (4,243)            (13,297)
                                                     -----------         -----------

TOTAL COSTS AND EXPENSES                               1,962,062           2,391,479
                                                     -----------         -----------

INCOME/(LOSS) FROM CONTINUING OPERATIONS                (623,052)             55,921

DISCONTINUED OPERATIONS                                       --             127,455
                                                     -----------         -----------

NET INCOME/(LOSS)                                    $  (623,052)        $   183,376
                                                     ===========         ===========
INCOME/(LOSS) PER SHARE: (Note 4)

    Continuing operations                            $      (.10)        $       .01
    Discontinued operations                                   --                 .03
                                                     -----------         -----------
    Net (loss)                                       $      (.10)        $       .04
                                                     ===========         ===========
    Weighted average number of  common shares
      outstanding                                      6,113,704           4,621,182
                                                     ===========         ===========
</TABLE>

                 See notes to consolidated financial statements.

                                       4

<PAGE>

               MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

<TABLE>
<CAPTION>
                                          NINE MONTHS ENDED NOVEMBER 30,
                                             1996                1995
                                         -----------         -----------
<S>                                      <C>                 <C>        
NET SALES                                $ 5,729,831         $ 6,491,840

COST OF GOODS SOLD                           609,351             880,030
                                         -----------         -----------

GROSS PROFIT                               5,120,480           5,611,810
                                         -----------         -----------

COSTS AND EXPENSES
    Selling and marketing                  5,217,315           6,137,053
    General and administrative             1,189,054           1,213,215
    Interest expense                          81,636              81,990
    Other (income) expense, net              (29,408)            (81,955)
                                         -----------         -----------

TOTAL COSTS AND EXPENSES                   6,458,597           7,350,303
                                         -----------         -----------

(LOSS) FROM CONTINUING OPERATIONS         (1,338,117)         (1,738,493)


DISCONTINUED OPERATIONS                           --              21,154
                                         -----------         -----------

NET (LOSS)                               $(1,338,117)        $(1,717,339)
                                         ===========         ===========

(LOSS) PER SHARE: (Note 4)

    Continuing operations                $      (.23)        $      (.39)
    Discontinued operations                       --                (.00)
                                         -----------         -----------
    Net (loss)                           $      (.23)        $      (.39)
                                         ===========         ===========
    Weighted average number of
       common shares outstanding           5,664,995           4,405,000
                                         ===========         ===========
</TABLE>

                 See notes to consolidated financial statements.

                                       5

<PAGE>

               MULTI-MEDIA TUTORIAL SERVICES, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                         NINE MONTHS ENDED NOVEMBER 30,

<TABLE>
<CAPTION>
                                                                1996                1995
                                                             -----------         -----------
<S>                                                          <C>                 <C>         
CASH FLOW FROM OPERATING ACTIVITIES:
  Net (loss)                                                 $(1,338,117)        $(1,717,339)
                                                             -----------         -----------
  Adjustment for discontinued operations                              --              21,154
  Adjustments to reconcile net (loss) from continuing
    operations to cash used in operating activities:
     Gain on sale of business segment                                 --            (166,264)
     Depreciation and amortization                               221,257             161,797
     Non-cash compensation and services                           28,314                  --
     Changes in operating assets and liabilities:
        (Increase) decrease in assets:
           Restricted short term investments                      75,000                  --
           Accounts receivable                                  (409,953)         (1,022,601)
           Inventories                                           (81,666)             (5,961)
           Deferred advertising                                   98,872                  --
           Prepaid expenses and other current assets              92,173            (212,307)
           Other Assets                                           (7,114)             (4,005)
         (Decrease) in liabilities:
           Accounts payable and accrued expenses                 137,010              65,376
                                                             -----------         -----------
     Total adjustments                                           153,891          (1,162,811)
                                                             -----------         -----------
     Net cash used in operating activities from
     continuing operations                                    (1,184,226)         (2,901,304)
     Net cash used in operating activities from
     discontinued operations                                          --            (258,084)
                                                             -----------         -----------
     Net cash used in operating activities                    (1,184,226)         (3,138,234)
                                                             -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                           (89,983)           (444,896)
  Increase in intangibles                                        (71,482)           (178,301)
                                                             -----------         -----------
     Net cash used in investing activities                      (161,465)           (623,197)
                                                             -----------         -----------

CASH FLOW FROM FINANCING ACTIVITIES:
  Deferred offering costs                                             --             341,502
  Net proceeds from debt                                         440,000                  --
  Proceeds from collection of note receivable                      5,833                  --
  Net proceeds of notes payable                                1,001,704                  --
  Repayment of capital lease obligations                         (39,221)                 --

  Repayment of notes payable - bank                                   --             (70,223)
  Repayment of notes payable and long-term debt                       --             (60,800)
  Repayment of stockholder loans                                      --            (153,348)
  Net proceeds from stock issuance                               (46,943)          5,869,034
  Net proceeds from preferred stock issuance                     675,000                  --
  Repayment of Notes Payable                                    (352,266)         (1,355,080)
                                                             -----------         -----------
     Net cash provided by financing activities                 1,684,107           4,571,085
                                                             -----------         -----------

Net (decrease) increase in cash and cash equivalents             338,416             809,654
Cash and cash equivalents at beginning of period                  99,055             230,237
                                                             -----------         -----------
Cash and cash equivalents at end of period                   $   437,471         $ 1,039,891
                                                             ===========         ===========

SUPPLEMENTAL DISCLOSURE FOR CASH FLOW INFORMATION:
  Interest paid                                              $    83,518         $    93,231
                                                             ===========         ===========
  Income taxes paid                                          $       991         $     9,825
                                                             ===========         ===========
</TABLE>

In August 1996, the Company issued Common Stock valued at $82,000 as
compensation. In April 1996, the Company issued a note for a payable of
$45,000. During the nine months ended November 30, 1996, the Company converted
$525,950 of accounts and notes payable and convertible debt into common stock.

                 See notes to consolidated financial statements.

                                       6

<PAGE>

                       MULTI-MEDIA TUTORIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE SIX MONTHS ENDED NOVEMBER 30, 1996 AND 1995 (UNAUDITED)

1.   Summary of significant accounting policies:

     Basis of quarterly presentation: The accompanying quarterly financial
     statements of Multi-Media Tutorial Services, Inc. and subsidiary (the
     "Company") have been prepared in conformity with generally accepted
     accounting principles and pursuant to the rules and regulations of the
     Securities and Exchange Commission ("SEC") and, in the opinion of
     management, reflect all adjustments, which are necessary to present fairly
     the results of operations for the period ended November 30, 1996.

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

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

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

2.   Conversion of debt for equity:

     During May 1996, the Company negotiated agreements with certain of its
     noteholders to modify the terms of their notes. These agreements were
     concluded in June 1996. As a result of these agreements, $198,792 of
     principal and accrued interest was converted into 194,239 restricted
     shares of common stock and warrants to purchase an additional 210,516
     restricted shares of common stock at $1.50 per share. In consideration for
     this extension, the debt holders were issued warrants to purchase 492,700
     restricted shares of common stock at $1.50 per share. During the quarter
     ended November 30, 1996, all remaining principal and interest was paid.

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

3.   Convertible debt financing:

     In April 1996, the Company received gross proceeds of $500,000 from the
     issuance of convertible notes. The notes bear interest at 10% per annum
     and are due on December 31, 1997. The noteholders have the right to
     convert the principal and accrued interest into common


                                       7

<PAGE>

     shares of the Company at a price of (i) $1.2656 per share or (ii) 75% of
     the closing bid for the five trading days immediately preceding the
     conversion. If the noteholders have not converted at December 31, 1997, the
     Company has the right to compel conversion at $1.2656 per share. However,
     in the event of default, as defined, the Company will not have the right to
     compel conversion. The Company placed 909,090 shares of common stock into
     escrow for the benefit of the noteholders. During the nine months ended
     November 30, 1996, $250,000 were converted into 341,897 shares. As a result
     of the conversion, 454,545 shares remained in escrow.

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

4. Preferred Stock:

     During the quarter ended November 30, 1996, the Company issued $750,000 of
     convertible preferred stock. The preferred is convertible into common
     stock at a price equal to the lesser of $1 per share or 70% of the market
     value of the common stock at the time of conversion, but in no event less
     than $.50 per share. In addition, if the holders of the preferred stock do
     not convert to common stock within the first six months of purchase, the
     holder receives a warrant to purchase one share of common stock for each
     dollar invested in the preferred and held for six months.

5.   Income or Loss per share:

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

     As noted in Note 3, the Company has placed 454,545 shares of its Common
     Stock into an escrow account for the benefit of the noteholders. Since the
     noteholders do not have any rights or benefits accorded to a shareholder,
     these shares are being considered as treasury stock, and are not included
     in the weighted average number of shares calculation for the current
     period.

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

     Results of Operations: Three months ended November 30, 1996 and 1995

     Net sales for the three months ended November 30, 1996 (the "1996 Period")
     were $1,500,612 compared to $2,805,827 in the three months ended November
     30, 1995 (the "1995 Period"). The decrease of $1,305,215 or 46.5% is
     attributable to the lack of availability of direct response media time

     resulting from the national and local elections during the 1996 Period.
     During the 1996 Period the Company's advertising expense was $621,891
     compared to $1,058,576 in the 1995 Period, a reduction of 41%. The
     decrease in sales is also partially the result of the introduction of
     stricter credit criteria used prior to shipping product to non-credit card
     customers.

                                       8

<PAGE>

     Gross profit was $1,339,010 (89.2% of net sales) in the 1996 Period
     compared to $2,447,400 (87.2% of net sales) in the 1995 Period.

     Selling and marketing expenses were $1,484,494 or 98.9% of net sales for
     the 1996 Period compared to $1,932,585 or 68.9% of net sales for the 1995
     Period. Although the advertising was as effective in the 1996 Period as it
     was in the 1995 Period, the combination of reduced volume and the
     increased infrastrucutre of the telephone and telemarketing system
     resulted in higher selling and marketing costs as a percentage of net
     sales.

     General and administrative expenses were $449,529 or 29.9% of net sales in
     the 1996 Period compared to $442,716 or 15.8% of net sales in the 1995
     Period.

     Interest expense increased to $32,282 in the 1996 Period compared to
     $29,475 in the 1995 Period as a result of the increased debt balance in
     the current period.

     Loss from Operations was $623,052 in the 1996 Period compared to income
     from operations of $55,921 in the 1995 Period. Net income for the 1995
     Period included income from discontinued operations of $127,455. Net loss
     per share was $0.10 in the 1996 Period as compared to a net income of
     $0.04 for the 1995 Period, which included income of $0.03 from
     discontinued operations, after effecting a 32% increase in the weighted
     average number of common shares outstanding.

Results of Operations: Nine months ended November 30, 1996 and 1995

     Net sales for the nine months ended November 30, 1996 (the "1996 Period")
     were $5,729,831 compared to $6,491,840 in the nine months ended November
     30, 1995 (the "1995 Period"). The decrease of $761,998 or 11.7% is
     primarily attributable to the reduced advertising and the implementation
     of stricter credit criteria used prior to shipping product to non-credit
     card customers.

     Gross profit was $5,120,480 (89.4% of net sales) in the 1996 Period
     compared to $5,611,810 (86.4% of net sales) in the 1995 Period.

     Selling and marketing expenses were $5,217,315 or 91.1% of net sales for
     the 1996 Period compared to $6,137,053 or 94.5% of net sales for the 1995
     Period. This decline in selling and marketing expenses as a percentage of
     net sales and in nominal dollars was due to better management and

     placement of the advertising yielding a more efficient advertising budget.

     General and administrative expenses were $1,189,054 or 20.7% of net sales
     in the 1996 Period compared to $1,213,215 or 18.7% of net sales in the
     1995 Period. The decrease in dollars expensed was due lower professional
     and consulting fees.

     Interest expense decreased to $81,636 in the 1996 Period compared to
     $81,990 in the 1995 Period.

     Net loss was $1,338,117 in the 1996 Period compared to a loss of
     $1,717,339 in the 1995 Period. Net loss for the 1995 Period included
     income from discontinued operations of $21,154. Net loss per share was
     $0.23 in the 1996 Period as compared to a net loss of 

                                       9

<PAGE>

     $0.39, for the 1995 Period, after effecting a 29% increase in the weighted
     average number of common shares outstanding.

     Liquidity and Capital Resources

     Working capital at November 30, 1996 was $464,900 compared to working
     capital of $433,016 at February 29, 1996. The increase in working capital
     was principally attributable to the increase in cash resulting from the
     issuance of preferred stock, the increase in net accounts receivable
     resulting from the increase in installment sales and reduction of debt
     resulting from the conversion of certain debt to equity. The Company's
     cash and short-term investments increased to $637,471 at November 30, 1996
     from $374,055 at February 29, 1996. Those amounts include $200,000 and
     $275,000 in restricted short-term investments for the November 1996 and
     February 1996 dates, respectively.

     Net cash used in operations from continuing operations in the 1996 Period
     was $1,184,226 compared to $2,901,304 in the 1995 Period, due to a lower
     net loss in the 1996 Period as compared the 1995 Period, a smaller
     increase in accounts receivable, a decrease in prepaid costs and an
     increase in accounts payable and accrued expenses.

     Net cash used in investing activities in the 1996 Period was $161,465
     compared to $623,197 in the 1995 Period, which included the purchase of a
     new telephone system for the telemarketing operations.

     Net cash provided by financing activities in the 1996 Period was
     $1,684,106 which was primarily due to the net proceeds from the sale of
     preferred stock and notes, compared to $4,571,085 in the 1995 Period,
     which included the net proceeds raised from the initial public offering.

     In April 1996, the Company and several investors entered into a private
     placement of $500,000 of Convertible, 10% Notes due December 31, 1997.
     Under terms of the notes, the noteholders have the right to convert the
     principal and accrued interest into common shares of the Company at a

     price of (i) $1.2656 per share or (ii) 75% of the closing bid for the five
     trading days immediately preceding the conversion. If the noteholders have
     not converted by December 31, 1997, the Company has the right to compel
     conversion at $1.2656 per share. However, in the event of default, as
     defined, the Company will not have the right to compel conversion. The
     Company placed 909,090 shares of common stock into escrow for the benefit
     of the noteholders. In connection with this financing the Company paid to
     financial advisors fees consisting of $60,000 cash and warrants to
     purchase 50,000 shares of common stock at an exercise price, as amended,
     of $1.50 per share, exercisable through April 17, 2000. As of November 30,
     1996, $250,000 were converted into 341,897 shares. As a result of the
     conversion, 454,545 remained in escrow.

     During 1996, the Company negotiated agreements with certain of its
     noteholders to modify the terms of their notes. These agreements were
     concluded in June 1996. As a result of these agreements, $198,792 of
     principal and accrued interest was converted into 194,239 restricted
     shares of common stock and warrants to purchase an additional 210,516
     restricted shares of common stock at $1.50 per share. In consideration for
     this extension, the debt holders were 


                                       10

<PAGE>

     issued warrants to purchase 492,700 restricted shares of common stock at
     $1.50 per share. During the quarter ended November 30, 1996, all remaining
     principal and interest was paid.

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

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

     The Company continues to meet its working capital requirements through
     internally generated funds as well as raising debt and equity from outside
     sources. In order to meet the future cash requirements, the Company is
     negotiating with third parties to provide additional sources of financing.
     There can be no assurance that these negotiations will be successful nor
     that it will continue to be able to fund internally its working capital
     requirements. In this regard, the Company has arranged for a six month
     bridge loan that has yielded the Company in the months of September 1996
     and October 1996 approximately $1,000,000 which was used to retire
     existing debt and fund working capital. In connection with this funding,
     the lenders were granted 2 million warrants exercisable at $1.50. Interest
     will be accruing at a rate of 8.0%. If the loan is not repaid by the 180th
     day, an additional warrant for each dollar not repaid, exercisable at

     $1.50 will be issued. If the loan is not repaid by the 210th day, the
     price of the warrants is reduced to $1.00.

     In addition, during the quarter ended November 30, 1996, the Company
     issued $750,000 of convertible preferred stock. The preferred is
     convertible into common stock at a price equal to the lesser of $1 per
     share or 70% of the market value of the common stock at the time of
     conversion, but in no event less than $.50 per share. In addition, if the
     holders of the preferred stock do not convert to common stock within the
     first six months of purchase, the holder receives a warrant to purchase
     one share of common stock for each dollar invested in the preferred and
     held for six months.

                                       11

<PAGE>

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

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

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

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

Item 2.           Changes in Securities

                  None

Item 3.           Defaults on Senior Securities

                  None

Item 4.           Submission to a Vote of Security Holders

                  None

Item 5.           Other Information

                  None

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      None
                  (b)      None


                                       12

<PAGE>


                                   SIGNATURE

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

     Multi-Media Tutorial Services, Inc.
     -----------------------------------
     (Registrant)

                                                        Date: January 22, 1997

                                                         BY: /s/ Morris Berger
                                                            ------------------
                                                                 Morris Berger
                                                       Chief Executive Officer